0001493152-24-028387.txt : 20240719 0001493152-24-028387.hdr.sgml : 20240719 20240718205823 ACCESSION NUMBER: 0001493152-24-028387 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 86 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240719 DATE AS OF CHANGE: 20240718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greenlane Holdings, Inc. CENTRAL INDEX KEY: 0001743745 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 830806637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38875 FILM NUMBER: 241125866 BUSINESS ADDRESS: STREET 1: 1095 BROKEN SOUND PARKWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 877-292-7660 MAIL ADDRESS: STREET 1: 1095 BROKEN SOUND PARKWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33487 10-K 1 form10-k.htm
false FY 0001743745 P3Y P6M P6M 0001743745 2023-01-01 2023-12-31 0001743745 2024-06-30 0001743745 2024-07-18 0001743745 2023-12-31 0001743745 2022-12-31 0001743745 us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:CommonClassAMember 2022-12-31 0001743745 us-gaap:CommonClassBMember 2023-12-31 0001743745 us-gaap:CommonClassBMember 2022-12-31 0001743745 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001743745 us-gaap:RetainedEarningsMember 2021-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2021-12-31 0001743745 2021-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001743745 us-gaap:RetainedEarningsMember 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001743745 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001743745 us-gaap:RetainedEarningsMember 2023-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2023-12-31 0001743745 us-gaap:CommonClassBMember 2021-08-31 0001743745 us-gaap:CommonClassCMember 2023-12-31 0001743745 us-gaap:CommonClassAMember 2021-08-31 0001743745 GNLN:GreenlaneMember us-gaap:CommonClassAMember 2022-12-31 0001743745 2022-08-04 2022-08-04 0001743745 us-gaap:CommonClassAMember 2021-08-31 2022-12-31 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 2022-06-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember us-gaap:CommonClassAMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember us-gaap:CommonClassAMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 2022-10-27 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember us-gaap:CommonClassAMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:StandardWarrantsMember srt:MaximumMember GNLN:SecuritiesPurchaseAgreementMember us-gaap:CommonClassAMember 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-07-03 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2022-08-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-02-09 2023-02-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-02-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-08-07 2023-08-07 0001743745 us-gaap:InvestorMember 2023-02-16 2023-02-16 0001743745 2023-07-31 0001743745 2023-08-31 0001743745 2023-10-31 0001743745 2023-11-30 0001743745 us-gaap:IPOMember srt:MinimumMember GNLN:AirgraftIncMember 2023-01-01 2023-12-31 0001743745 us-gaap:IPOMember srt:MaximumMember GNLN:AirgraftIncMember 2023-01-01 2023-12-31 0001743745 GNLN:AirgraftIncMember us-gaap:IPOMember 2023-12-31 0001743745 GNLN:AirgraftIncMember us-gaap:IPOMember 2022-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember GNLN:OneCustomerMember 2023-01-01 2023-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember GNLN:OneCustomerMember 2022-01-01 2022-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember GNLN:CustomerOneMember 2023-01-01 2023-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember GNLN:CustomerOneMember 2022-01-01 2022-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember GNLN:CustomerTwoMember 2022-01-01 2022-12-31 0001743745 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember GNLN:CustomerThreeMember 2022-01-01 2022-12-31 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-04-07 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember us-gaap:CommonClassAMember 2022-04-07 2022-04-07 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-04-07 2022-04-07 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-01-01 2022-12-31 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-07-19 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-07-19 2022-07-19 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-01-01 2022-12-31 0001743745 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001743745 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001743745 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001743745 2022-01-01 2022-06-30 0001743745 2019-01-01 2019-12-31 0001743745 GNLN:ContingentConsiderationMember 2021-12-31 0001743745 GNLN:ContingentConsiderationMember us-gaap:CommonClassAMember GNLN:EyceLLCMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember GNLN:EyceLLCMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember us-gaap:CommonClassAMember GNLN:OrganicixLLCMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2023-01-01 2023-12-31 0001743745 GNLN:ContingentConsiderationMember 2023-12-31 0001743745 srt:MinimumMember 2023-12-31 0001743745 srt:MaximumMember 2023-12-31 0001743745 2022-11-03 2022-11-03 0001743745 us-gaap:SecuredDebtMember 2023-12-31 0001743745 us-gaap:SecuredDebtMember 2022-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember GNLN:DaVinciLLCMember 2023-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember GNLN:DaVinciLLCMember 2022-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember GNLN:EyceLLCMember 2023-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember GNLN:EyceLLCMember 2022-12-31 0001743745 us-gaap:UnsecuredDebtMember 2023-12-31 0001743745 us-gaap:UnsecuredDebtMember 2022-12-31 0001743745 us-gaap:BridgeLoanMember GNLN:DaVinciLLCMember 2023-12-31 0001743745 us-gaap:BridgeLoanMember GNLN:DaVinciLLCMember 2022-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember 2021-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember 2022-07-14 2022-07-14 0001743745 us-gaap:RealEstateLoanMember 2018-10-01 0001743745 us-gaap:RealEstateLoanMember 2022-09-01 2022-09-30 0001743745 us-gaap:SecuredDebtMember 2022-08-09 0001743745 us-gaap:SecuredDebtMember 2022-08-09 2022-08-09 0001743745 us-gaap:SecuredDebtMember 2023-02-09 2023-02-09 0001743745 us-gaap:SecuredDebtMember 2023-02-09 0001743745 us-gaap:SecuredDebtMember 2023-08-07 2023-08-07 0001743745 GNLN:DaVinciLLCMember us-gaap:UnsecuredDebtMember 2021-11-30 0001743745 GNLN:EyceLLCMember us-gaap:UnsecuredDebtMember 2021-03-31 0001743745 us-gaap:UnsecuredDebtMember 2023-07-31 2023-08-03 0001743745 us-gaap:UnsecuredDebtMember srt:MinimumMember 2023-07-31 2023-08-03 0001743745 us-gaap:UnsecuredDebtMember srt:MaximumMember 2023-07-31 2023-08-03 0001743745 2023-09-22 2023-09-22 0001743745 us-gaap:SecuredDebtMember 2023-09-22 0001743745 us-gaap:SecuredDebtMember 2023-09-22 2023-09-22 0001743745 us-gaap:BridgeLoanMember 2023-12-31 0001743745 2023-02-16 0001743745 2022-07-01 2022-09-30 0001743745 2022-10-01 2022-12-31 0001743745 us-gaap:SupplierConcentrationRiskMember GNLN:PurchasesBenchmarkMember GNLN:FourMajorVendorsMember 2023-01-01 2023-12-31 0001743745 us-gaap:SupplierConcentrationRiskMember GNLN:PurchasesBenchmarkMember GNLN:FourMajorVendorsMember 2022-01-01 2022-12-31 0001743745 us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001743745 us-gaap:RelatedPartyMember 2023-12-31 0001743745 us-gaap:RelatedPartyMember 2022-12-31 0001743745 GNLN:UniversalGrowingMember srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0001743745 GNLN:PortofinoPartnersLLCMember 2022-07-19 0001743745 GNLN:PortofinoPartnersLLCMember 2022-07-19 2022-07-19 0001743745 GNLN:TilrayBrandsIncMember us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001743745 GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 GNLN:FurnitureEquipmentAndSoftwareMember 2022-12-31 0001743745 srt:MinimumMember GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 srt:MaximumMember GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 GNLN:PersonalPropertyMember 2023-12-31 0001743745 GNLN:PersonalPropertyMember 2022-12-31 0001743745 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001743745 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001743745 us-gaap:BuildingMember 2023-12-31 0001743745 us-gaap:BuildingMember 2022-12-31 0001743745 us-gaap:LandMember 2023-12-31 0001743745 us-gaap:LandMember 2022-12-31 0001743745 us-gaap:LandImprovementsMember 2023-12-31 0001743745 us-gaap:LandImprovementsMember 2022-12-31 0001743745 GNLN:WorkInProcessMember 2023-12-31 0001743745 GNLN:WorkInProcessMember 2022-12-31 0001743745 GNLN:DesignLibrariesMember 2022-12-31 0001743745 GNLN:DesignLibrariesMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember GNLN:DesignLibrariesMember 2022-12-31 0001743745 srt:MaximumMember GNLN:DesignLibrariesMember 2022-12-31 0001743745 us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 us-gaap:TrademarksAndTradeNamesMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 us-gaap:CustomerRelationshipsMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 us-gaap:OtherIntangibleAssetsMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 us-gaap:TradeNamesMember 2022-12-31 0001743745 us-gaap:TradeNamesMember 2022-01-01 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2021-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2021-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2022-01-01 2022-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2022-01-01 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2022-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2023-01-01 2023-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2023-01-01 2023-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2023-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2023-12-31 0001743745 GNLN:CommonClassAAndBMember 2022-12-31 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember 2022-06-27 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember GNLN:StandardWarrantsMember 2022-06-27 0001743745 us-gaap:CommonClassAMember 2022-06-27 0001743745 2022-06-27 0001743745 GNLN:June2022OfferingMember GNLN:StandardWarrantsMember 2022-06-27 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-06-27 0001743745 GNLN:June2022OfferingMember GNLN:StandardWarrantsMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember 2022-06-27 2022-06-27 0001743745 us-gaap:CommonClassAMember GNLN:June2022OfferingMember 2022-06-27 2022-06-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember 2022-10-27 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember us-gaap:CommonClassAMember GNLN:StandardWarrantsMember 2022-10-27 0001743745 us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 2022-10-27 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember us-gaap:CommonClassAMember 2023-06-29 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember us-gaap:CommonClassAMember GNLN:StandardWarrantsMember 2023-06-29 0001743745 us-gaap:CommonClassAMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 0001743745 GNLN:StandardWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:StandardWarrantsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember GNLN:NegotiatedAgreementsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember GNLN:NegotiatedAgreementsMember 2022-06-30 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember GNLN:NegotiatedAgreementsMember 2022-10-30 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember GNLN:NegotiatedAgreementsMember 2023-06-29 2023-06-29 0001743745 us-gaap:CommonClassAMember 2023-07-31 0001743745 GNLN:StandardWarrantsMember GNLN:November2022OfferingMember 2023-06-29 0001743745 GNLN:StandardWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 2023-06-29 0001743745 GNLN:CommonClassAAndBMember 2023-12-31 0001743745 GNLN:ATMProgramMember us-gaap:CommonClassAMember 2021-08-01 2022-12-31 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-12-31 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-06-01 2023-06-02 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-06-02 0001743745 srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:MaximumMember srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:DirectorMember 2023-01-01 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:RestrictedStockMember 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001743745 us-gaap:EmployeeStockOptionMember srt:MinimumMember 2022-01-01 2022-12-31 0001743745 us-gaap:EmployeeStockOptionMember srt:MaximumMember 2022-01-01 2022-12-31 0001743745 us-gaap:DomesticCountryMember 2023-01-01 2023-12-31 0001743745 us-gaap:ForeignCountryMember 2023-01-01 2023-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2023-01-01 2023-12-31 0001743745 us-gaap:DomesticCountryMember 2022-01-01 2022-12-31 0001743745 us-gaap:ForeignCountryMember 2022-01-01 2022-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2022-01-01 2022-12-31 0001743745 us-gaap:DomesticCountryMember 2023-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2023-12-31 0001743745 GNLN:DutchMember 2023-12-31 0001743745 us-gaap:ForeignCountryMember 2023-12-31 0001743745 GNLN:KushcoMergerMember 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2023-01-01 2023-12-31 0001743745 GNLN:IndustrialGoodsMember 2023-01-01 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2022-01-01 2022-12-31 0001743745 GNLN:IndustrialGoodsMember 2022-01-01 2022-12-31 0001743745 GNLN:ConsumerGoodsMember 2023-12-31 0001743745 GNLN:IndustrialGoodsMember 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2022-12-31 0001743745 GNLN:IndustrialGoodsMember 2022-12-31 0001743745 GNLN:IndustrialVapeProductsMember 2023-01-01 2023-12-31 0001743745 GNLN:IndustrialVapeProductsMember 2022-01-01 2022-12-31 0001743745 GNLN:OtherIndustrialProductsMember 2023-01-01 2023-12-31 0001743745 GNLN:OtherIndustrialProductsMember 2022-01-01 2022-12-31 0001743745 GNLN:GreenlaneBrandsMember 2023-01-01 2023-12-31 0001743745 GNLN:GreenlaneBrandsMember 2022-01-01 2022-12-31 0001743745 GNLN:ThirdPartyBrandsMember 2023-01-01 2023-12-31 0001743745 GNLN:ThirdPartyBrandsMember 2022-01-01 2022-12-31 0001743745 country:US 2023-01-01 2023-12-31 0001743745 country:US 2022-01-01 2022-12-31 0001743745 country:CA 2023-01-01 2023-12-31 0001743745 country:CA 2022-01-01 2022-12-31 0001743745 srt:EuropeMember 2023-01-01 2023-12-31 0001743745 srt:EuropeMember 2022-01-01 2022-12-31 0001743745 country:US 2023-12-31 0001743745 country:US 2022-12-31 0001743745 country:CA 2023-12-31 0001743745 country:CA 2022-12-31 0001743745 srt:EuropeMember 2023-12-31 0001743745 srt:EuropeMember 2022-12-31 0001743745 us-gaap:SubsequentEventMember 2024-01-01 2024-07-18 0001743745 2024-01-16 2024-01-16 0001743745 GNLN:ShavitaBVMember us-gaap:SubsequentEventMember 2024-05-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure GNLN:Integer

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

001-38875

(Commission file number)

 

Greenlane Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   83-0806637

State or other jurisdiction of

incorporation or organization

  

(I.R.S. Employer

Identification No.)

 

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

 

(877) 292-7660

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

Securities registered pursuant to Section 12 (g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1.0 million based upon the closing price reported for such date on the Nasdaq Capital Market.

 

As of July 18, 2024, Greenlane Holdings, Inc. had 5,819,335 shares of Class A common stock outstanding.

 

 

 

 
 

 

Greenlane Holdings, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2023

 

TABLE OF CONTENTS

 

    Page
Note About Forward-Looking Statements 1
     
PART I    
Item 1. Business 3
Item 1A. Risk Factors 12
Item 1B. Unresolved Staff Comments 44
Item 1C. Cybersecurity 44
Item 2. Properties 44
Item 3. Legal Proceedings 44
Item 4. Mine Safety Disclosures 44
     
PART II    
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45
Item 6. [Reserved] 45
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56
Item 8. Financial Statements and Supplementary Data 56
Item 9. Changes in Disagreements with Accountants on Accounting and Financial Disclosure 58
Item 9A. Controls and Procedures 58
Item 9B. Other Information 60
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 60
     
PART III    
Item 10. Directors, Executive Officers and Corporate Governance 61
Item 11. Executive Compensation 62
Item 12. Security Ownership of Certain Beneficial Owners and Related Stockholder Matters 65
Item 13. Certain Relationships and Related Transactions, and Director Independence 65
Item 14. Principal Accounting Fees and Services 69
     
PART IV    
Item 15. Exhibits, Financial Statement Schedules 70
Item 16. Form 10-K Summary 72
Signatures 73

 

 
 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part, Item 7 of this Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions. Examples of forward-looking statements include, without limitation:

 

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

 

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors” and in other documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).

 

Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, those listed below and those discussed in greater detail in Part I, Item 1A of this Form 10-K under the heading “Risk Factors.”

 

  ● our strategy, outlook, and growth prospects;
  ● general economic trends, trends in the industry, and the competitive markets in which we operate;
  ● our ability to generate adequate cash from our existing business to support our growth;
  ● our ability to raise capital on favorable terms, or at all, to support the continued growth of the business, including high inflation and increasing interest rates;
  ● our dependence on, and our ability to establish and maintain business relationships with third-party suppliers and service suppliers, including vulnerability to third-party transportation risks;
  ● our ability to accurately estimate demand for our products and maintain appropriate levels of inventory;
  ● our ability to maintain or improve our operating margins and meet sales expectations;
  ● our ability to adapt to changes in consumer spending and general economic conditions;
  ● our ability to maintain consumer brand recognition and loyalty of our products;
  ● our ability to protect our intellectual property rights and use or license certain trademarks;
  ● our ability to successfully identify and complete strategic acquisitions and/or dispositions;
  ● our ability to address product defects and contamination of, or damage to, our products;
    our exposure to potential various claims, lawsuits, and administrative proceedings;
  ● our and our customers’ ability to establish or maintain banking relationships;
  ● the impact of governmental laws and regulations and the outcomes of regulatory or agency proceedings;
  ● fluctuations in U.S. federal, state, local, and foreign tax obligations and changes in tariffs;
  ● any unfavorable scientific studies on the long-term health risks of vaporizers, electronic cigarettes, or cannabis and hemp-derived products, including cannabidiol (“CBD”);
  ● failure of our information technology systems to support our current and growing business;
  ● our ability to prevent and recover from Internet security breaches;
  ● our sensitivity to global economic conditions and international trade issues;

 

 1 
 

 

  ● the onset of an economic recession in the United States or other countries, including the impact of the ongoing wars, and their impact on the economy generally;
  ● natural disasters, adverse weather conditions, operating hazards, environmental incidents and labor disputes;
  ● public heath crises;
  ● the potential delisting of our Class A common stock from Nasdaq;
  ● increased costs as a result of being a public company; and
  ● our failure to maintain adequate internal controls over financial reporting.

 

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

 

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Consequently, you should not place undue reliance on forward-looking statements.

 

Summary Risk Factors

 

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully in Item 1A. Risk Factors herein. These risks include, but are not limited to, the following:

 

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

 

 2 
 

 

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

 

PART I

 

ITEM 1. BUSINESS

 

General

 

Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium cannabis accessories, vape devices, and lifestyle products. With three different mergers in 2021, Greenlane was able to strengthen its leading position as a consumer ancillary products house-of-brands business, significantly expanding its customer network, bringing strategic relationships with leading cannabis multi-state operators (“MSOs”), cannabis single-state operators (“SSOs”), and Canadian licensed producers (“LPs”). Greenlane provides a wide array of consumer ancillary products and industrial ancillary products to thousands of cannabis producers, processors, brands, and retailers (“Cannabis Operators”). In addition, it serves specialty retailers, smoke shops, head shops, convenience stores, and consumers directly through its own proprietary web stores and large online marketplaces such as Amazon.

 

We have been developing a world-class portfolio of both our own proprietary brands (the “Greenlane Brands”) along with close partner brands that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand – Higher Standards, and our child-resistant packaging brand - Pollen Gear. In collaboration with our partner brands, including the innovative silicone pipes and accessories line, Eyce, and the premium vaporizer brand, DaVinci, Greenlane is strategically positioned to serve as a comprehensive one-stop shop for all buyers. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the Keith Haring branded products.

 

The Greenlane Brands, along with a curated set of third-party products, are offered to customers through our proprietary, owned and operated e-commerce platforms which include Wholesale.Greenlane.com, Vapor.com, PuffItUp.com, HigherStandards.com, and MarleyNaturalShop.com. Additionally, our presence on popular e-commerce platforms such as Amazon, Etsy, and eBay enables us to reach customers directly, providing them with valuable resources and a seamless purchasing experience.

 

We merchandise vaporizers, packaging, and other ancillary products in the United States, Canada, Europe, and Latin America. We distribute products to retailers through wholesale operations and distribute products to consumers through constantly evolving e-commerce activities. We operate our own distribution centers in the United States, while also utilizing third-party logistics (“3PL”) locations in the United States, Europe, and Canada. We have made tremendous progress consolidating and streamlining our warehouse and distribution in 2023, including the consolidations of our warehouse in Worcester, MA and 3PL location in Hebron, KY to our owned facility in Moreno Valley, California in 2023.

 

Greenlane offers a full-spectrum of Consumer and Industrial Goods, positioning us to meet all our customers’ growing demands. Our Consumer Goods segment focuses on serving consumers across wholesale, retail, and e-commerce operations—offering all of our Greenlane Brands, as well as ancillary products and accessories from select leading third-party brands such as Storz and Bickel, Grenco Science, PAX, Cookies, and more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin proprietary owned brands. In addition to our Consumer Goods segment, we have our Industrial Goods segment, which focuses on serving Cannabis Operators by providing ancillary products essential to their daily operations and growth, such as packaging and vaporization solutions, including our Greenlane Brand Pollen Gear. Refer to Note 11 — Segment Reporting within Item 8 of this Annual Report on Form 10-K for additional information on our reportable segments

 

We have historically experienced only moderate seasonality in the Consumer Goods side of our business, particularly during the fourth quarter. This coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts), and as our customers build up their inventories in anticipation of the holiday season. We also have related promotional marketing campaigns during this period. Our Industrial Goods business is generally not affected by seasonality, which provides an important advantage to our overall business model. The stability of the Industrial Goods segment helps to offset the moderate seasonality in Consumer Goods, providing a more consistent revenue stream throughout the year. This diversification in our business segments contributes to greater overall financial stability and resilience against market fluctuations.

 

 3 
 

 

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 on April 23, 2019 and other related transactions 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. Refer to “Note 1—Business Operations and Organization” within Item 8 for further information on the Company’s organization and the IPO and related transactions. We are the sole manager of the Operating Company and, as of December 31, 2023, owned a 100% interest in the Operating Company.

 

Our Business Relating to the Cannabis Industry

 

While we do not cultivate, distribute or dispense marijuana as that term is defined by the Controlled Substances Act, several of the products we distribute, such as vaporizers, pipes, rolling papers, and packaging solutions, can be used with marijuana or marijuana derivatives, as well as several other legal substances.

 

We believe the global cannabis industry is experiencing a transformation from a state of prohibition toward a state of legalization. We expect the number of states, countries, and other jurisdictions legalizing cannabis for medical and adult use will continue to increase, which will create numerous opportunities for market participants, including us.

 

The North American Cannabis Landscape

 

United States and Territories.

 

Twenty-four states, and the District of Columbia, have legalized cannabis for non-medical adult use with additional states, such as New Hampshire , actively considering the legalization of cannabis for non-medical adult use. An additional seventeen states have legalized medical cannabis in some form, with certain of those states permitting only low tetrahydrocannabinol (“THC”) oils for a limited class of patients. Notwithstanding the continued trend toward further state legalization, cannabis continues to be categorized as a Schedule I controlled substance under the Federal Controlled Substances Act (the “CSA”) and, accordingly, the cultivation, processing, distribution, sale, and possession of cannabis violate federal law in the United States as discussed further in Item 1A under the heading “Risk Factors.” However, after President Biden first directed federal agencies in October 2022 to review how cannabis is scheduled, the Department of Health and Human Services reviewed and made recommendations in August 2023 to reschedule cannabis from a Schedule I to Schedule III controlled substance. On May 16, 2024, the U.S. Drug Enforcement Administration (the “DEA”) issued a proposed rule to reclassify marijuana from its current classification as a Schedule I drug to a Schedule III drug. Schedule III classification represents a moderate to low potential for physical and psychological dependence and reclassification of marijuana from a Schedule I to a Schedule III drug would thereby loosen DEA restrictions. Nonetheless, the DEA has made clear that if reclassification were to take place, the “regulatory controls applicable to Schedule III controlled substances would apply” which includes controls related to the manufacture, distribution, dispensing, and possession of marijuana. Our business depends partly on continued purchases by businesses and individuals selling or using cannabis and cannabis ancillary products pursuant to state laws in the United States.

 

In the United States, the legal cannabis market generated $26.5 billion in 2022, which increased to $31.4 billion in 2023, reflecting an 18.5% growth (XYZ Cannabis Market Report 2023). The number of U.S. states with legalized cannabis increased from 18 in 2022 to 23 in 2023, a 27.8% rise in state participation (National Cannabis Industry Association Reports). The cannabis consumers base for legal cannabis has expanded notably across all regions. In the United States, the number of users grew from 42 million in 2022 to 47 million in 2023, an 11.9% increase (Cannabis Consumer Trends Study 2023.

 

Canada.

 

Legal access to dried cannabis for medical purposes was first allowed in Canada in 1999. The Cannabis Act (the “Cannabis Act”) currently governs the production, sale and distribution of medical cannabis and related oil extracts in Canada.

 

 4 
 

 

On April 13, 2017, the Government of Canada introduced Bill C-45, which proposed the enactment of the Cannabis Act to legalize and regulate access to cannabis. The Cannabis Act proposed a strict legal framework for controlling the production, distribution, sale and possession of medical and recreational adult-use cannabis in Canada. On June 21, 2018, the Government of Canada announced that Bill C-45 received Royal Assent. On July 11, 2018, the Government of Canada published the Cannabis Regulations under the Cannabis Act, which has been subsequently amended. The Cannabis Regulations provide more detail on the medical and recreational regulatory regimes for cannabis, including regarding licensing, security clearances and physical security requirements, product practices, outdoor growing, packaging and labelling, cannabis-containing drugs, document retention requirements, reporting and disclosure requirements, the new access to cannabis for medical purposes regime and industrial hemp. The majority of the Cannabis Act and the Cannabis Regulations came into force on October 17, 2018, with additional Cannabis regulations coming into effect on October 17, 2019.

 

While the Cannabis Act provides for the regulation by the federal government of, among other things, the commercial cultivation and processing of cannabis for recreational purposes, it provides the provinces and territories of Canada with the authority to regulate in respect of the other aspects of recreational cannabis, such as distribution, sale, minimum age requirements, places where cannabis can be consumed, and a range of other matters.

 

The governments of every Canadian province and territory have implemented regulatory regimes for the distribution and sale of cannabis for recreational purposes. Most provinces and territories have announced a minimum age of 19 years old, except for Alberta, where the minimum age will be 18. Certain provinces, such as Ontario, have legislation in place that restricts the packaging of vapor products and the manner in which vapor products are displayed or promoted in stores.

 

The Canadian market grew from CAD 4.8 billion in 2022 to CAD 5.6 billion in 2023, marking a 16.7% increase (Government of Canada, Cannabis Market Reports). In Canada, all ten provinces and three territories have legalized cannabis, with significant improvements in regulatory frameworks and retail infrastructure between 2022 and 2023, particularly in Ontario and British Columbia (Health Canada Reports). In Canada, cannabis consumers increased from 7.6 million in 2022 to 8.3 million in 2023, a 9.2% rise (Canadian Cannabis Consumer Survey 2023).

 

The European Cannabis Landscape

 

Europe’s population is larger than that of the U.S. and Canadian markets combined, suggesting the potential of a very significant market. The changes in regulations for cannabis products across Europe are expected to result in a market growth of approximately $6.2 billion in annual sales in 2024, a significant growth from approximately $3.7 billion in 2023.

 

Many European Union countries allow limited cannabis use for medicinal purposes, with some of those countries operating pilot programs. It has been widely reported that other countries are considering following suit. Additionally, certain countries in Europe, including Germany, which approved a plan to legalize some recreational cannabis use in August 2023, are considering the adoption of laws that would legalize cannabis for adult use.

 

Europe’s legal cannabis market also saw significant growth, with revenues rising from €2.1 billion in 2022 to €2.5 billion in 2023, a 19% increase (Prohibition Partners Europe Cannabis Report 2023). In Europe, the number of countries with legalized medical cannabis grew from seven in 2022 (Germany, Italy, Netherlands, Czech Republic, Greece, Denmark, and Poland) to nine in 2023, with Luxembourg and Malta joining the list, representing a 28.6% increase (European Monitoring Centre for Drugs and Drug Addiction, EMCDDA). Europe also saw a significant rise in cannabis consumers, from 1.2 million in 2022 to 1.5 million in 2023, a 25% increase (Prohibition Partners Europe Cannabis Report 2023).

 

Other Drivers for the Legal Cannabis Industry

 

Several factors have driven the growth of the legal cannabis industry. Legislative changes have been pivotal, with ongoing legalization efforts in various regions contributing to market expansion. For instance, recent legislation in Germany is set to make it the largest cannabis market in Europe. Medical advancements have also played a crucial role, with increasing acceptance of cannabis for medical purposes driven by research and positive patient outcomes, particularly in Europe where medical cannabis programs are rapidly expanding. Consumer trends towards wellness and natural products have boosted demand for cannabis-based products such as CBD oils, edibles, and topicals. Economic benefits have been significant, with governments recognizing the potential for job creation, tax revenues, and reduced law enforcement and incarceration costs related to cannabis offenses. Additionally, technological innovations in cultivation techniques, product development, and delivery methods have enhanced product quality and consumer experience, further driving market growth.

 

 5 
 

 

Product Information

 

Consumers of cannabis, herbs, flavored compounds, aromatherapy oils, and nicotine require the types of products we distribute, including vaporizers, pipes, rolling papers and packaging. Producers of cannabis products are able to source compliant packaging, vape hardware, and other products needed in the manufacturing and distribution stages of the supply chain. We believe we distribute the “picks & shovels” for these rapidly-growing industries and producers. As the world of cannabis and its respective aesthetic continues to expand, we strive to keep our product mix relevant, popular, and innovative; offering an array of products from vaporizers, grinders, pipes and other inhalation devices to storage solutions, to rolling papers and even apparel lines. As our product offerings continue to develop, we expect our revenue by categories to increase accordingly.

 

Inhalation Delivery Methods

 

There are two prevalent types of inhalation methods for cannabis and nicotine: combustion and vaporization. Vaporizers are devices that heat materials to temperatures below the point of combustion, extracting the flavors, aromas and effects of dry herbs and concentrates in the form of vapor. Measured by revenue, vaporizers are our largest product category.

 

The Science and Popularity of Vaporization

 

Vaporizers continue to increase in popularity and as a preferred method of consumption among a variety of demographics of consumers. They have elements that are designed to quickly heat material, causing vaporization to occur without the carbon dioxide that is typically generated through combustion. The vapor byproduct is then immediately inhaled through the mouthpiece on the device itself, or through a hose or an inflatable bag. Vaporizers can heat a variety of dry materials, viscous liquids and waxes, and provide a convenient way for users to consume the active ingredient such as tobacco, nicotine extracts, legal herbs, hemp-derived CBD, aromatherapy oils, cannabis, and propylene glycol and glycerin blends.

 

Vaporization Technology. Consumers have a wide array of vaporization devices at their disposal, which can be broadly categorized into two primary categories: desktop and portable vaporizers. Our vaporizer portfolio spans just shy of 200 distinct products across 12 brands.

 

Desktop Vaporizers. Vaporizers were first developed as desktop models that were powered through traditional electric power sources. Desktop vaporizers are capable of heating the material to a more precise temperature choice determined by the consumer or as advised by a health practitioner.

 

Portable Vaporizers. With the development of lithium batteries, vaporizers have now become portable. Technological advances are resulting in lighter, sleeker, and more visually-appealing units that are capable of quickly heating material to the user’s desired temperature setting. Portable vaporizers, of which vape pens are a sub-set, are differentiated by many features, including output, battery life, recharge time, material, capacity, and design.

 

Other Methods of Consumption. In addition to vaporizers, consumers have a wide array of methods of consumption at their disposal, including, hand pipes, water pipes, rolling papers, and oral and topical delivery methods.

 

Hand and Water Pipes. We offer a diverse portfolio of over 200 hand and water pipes across five brands, including products within our Greenlane Brands. Many display iconic, licensed logos and artwork, as pipes have grown into an artistic expression and are available in countless creative forms and functionality. Hand pipes are small, portable and simple to use, and function by trapping the smoke produced from burning materials. Water pipes include large table-top models, bubblers and rigs, and incorporate the cooling effects of water to the burning materials before inhalation.

 

Rolling Papers. Rolling papers are a traditional consumption method used to smoke dried plant material in a “roll-your-own” application. These include papers, cones and wraps. Our rolling papers category is comprised of over 100 products across two unique brands, not including accessories such as rolling trays or tips.

 

 6 
 

 

Our Competitive Strengths

 

We attribute our success to the following competitive strengths:

 

A Clear Market Leader in an Attractive Industry.

 

We are a global platform for the development and distribution of premium cannabis accessories, packaging, vape solutions, and lifestyle products, reaching thousands of retail locations, including, licensed cannabis dispensaries, smoke shops, head shops, and specialty retailers. We also own and operate one of the industry’s most visited North American direct-to-consumer e-commerce websites, Vapor.com, as well as PuffItUp.com, and Vaposhop which serves the European market. We also sell our proprietary products direct to consumers via Higherstandards.com, and MarleyNaturalShop.com. We operate storefronts on Amazon, Ebay, Etsy, and other online high traffic marketplaces.

 

Market Knowledge and Understanding.

 

Because of our experience and our extensive, long-term industry relationships, we believe we have a deep understanding of customer needs and desires in our Consumer Goods and Industrial Goods business segments. This allows us to influence customer demand and the pipeline between product manufacturers, suppliers, advertisers and the marketplace. We have also established strong relationships with a wide array of industry participants including leading MSOs, SSOs, retailers, and third party ancillary product producers.

 

Comprehensive and Best-in-Class Product Offering.

 

We offer a curated portfolio of products and accessories across many major categories with diverse, best-in-class offerings that cater to our customers’ needs. This comprehensive and best-in-class product offering creates a “one-stop shop” for many of our customers and positively distinguishes us from our competitors. In addition, we have carefully cultivated a portfolio of well-known brands and premium products and have helped many of the brands we distribute to become established names in the industry.

 

Entrepreneurial Culture.

 

We believe our entrepreneurial, results-driven culture fosters highly-dedicated employees who provide our customers with superior service. We invest in our talent by providing ongoing training and have successfully developed programs that provide comprehensive product knowledge and tools needed to have a unique understanding of our customers’ goals and decision-making processes.

 

Customers. We believe we offer superior services and solutions due to our comprehensive product offering, proprietary industry data and analytics, product expertise and quality of service. We deliver products to our customers in a precise, safe and timely manner with complementary support from our dedicated sales and service teams. In 2022, we launched our new business to business (“B2B”) customer portal at Wholesale.Greenlane.com which provides our business customers seamless access to our catalog of products for purchase 24-hours a day, 365 days a year. Consumers can access our products easily by purchasing from our e-commerce properties or access many of our products via large marketplaces such Amazon.

 

Suppliers. Our industry knowledge, market reach, and resources allow us to establish trusted relationships with many industry suppliers. Our senior management team makes tremendous efforts to establish and build these key relationships to help ensure Greenlane has a strong supply chain established for in-demand products at favorable pricing. Our suppliers can be categorized into two buckets, factories that produce our Greenlane Brand’s products, as well as some generic products, and other third party branded products (who either manufacture themselves or outsource production) that Greenlane will, in essence, resell. While we purchase our products from over 150 suppliers, a significant percentage of our net sales is dependent on sales of products from a small number of key suppliers, which is why strong relationships are essential to our future success. An important reason we have elected to focus on our Greenlane Brands is, since we own the brand itself (or license it), we can control which factory produces our products. Generally, there are a variety of capable factory partners and we are able to leverage our Greenlane Brands to negotiate better pricing and service. When reselling an established third-party brand’s products, we are somewhat beholden to the one supplier who owns or distributes that brand. However, we do believe there is a trend of third-party branded suppliers in our industry to consolidate their relationships to do more business with fewer distribution partners. We believe our established track record, historical relationships, ability to be value-added, and overall size and scale position us to benefit from this trend.

 

Employees. We aim to recruit best-in-class talent to join our Greenlane team. We provide our employees with an entrepreneurial culture, a safe, fun and fast-paced work environment, financial incentives and career development opportunities.

 

Experienced and Proven Management Team Driving Organic and Acquisition Growth.

 

We recently revamped our management team to directly align with our strategic goals and initiatives. Our management team features vast relevant experience in consumer-packaged goods, brand building, and e-commerce. In addition, our management team has expertise in accounting and finance, mergers and acquisitions, supply chain, information technology, and operations.

 

 7 
 

 

Our Operating Strategies

 

We intend to leverage our competitive strengths to increase shareholder value through the following core strategies:

 

Plan to Accelerate Path to Profitability and Capitalize the Business

 

In today’s economic landscape, particularly within the cannabis industry, achieving profitability and preserving working capital are paramount. At Greenlane, we are intensely focused on making our business profitable and well-capitalized for long-term sustainability. Our key initiatives include: 

 

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

 

Management believes that these initiatives will significantly reduce costs, help accelerate the Company’s path to profitability, support business growth, and allow the Company to reinvest capital into its highest demand and highest potential product lines. 

 

During 2022 and 2023, the Company received capital from various sources permitting it to right-size the business and position the company for growth. Such sources are described in greater detail in the Liquidity and Capital Resources Section of this report. During 2022, the Company also monetized several non-core assets to provide necessary working capital including the sale and lease-back of its headquarters building and the sale of its interest in the Vibes brand.

 

During 2023 and 2024, the Company also entered into certain arrangements to reduce working capital requirements and improve its balance sheet.

 

In April 2023, we entered into two strategic partnerships. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a provider of packaging solutions to the cannabis industry. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.

 

On May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets related to the Eyce and DaVinci brands. In consideration for the acquisition, all parties entered into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment agreements.

 

Developing A World-Class Portfolio of Products.

 

We intend to continue to develop a portfolio of brands that includes our Greenlane Brands, exclusively licensed brands and third party brand products, which over time will help to increase our blended margins and create increased long-term value. Our brand development is based upon our proprietary industry intelligence that allows us to identify market opportunities for new brands and products. We leverage our distribution infrastructure and customer relationships to penetrate the market quickly with our proprietary brands and to gain placement in thousands of retail stores. Currently, we sell such products directly to consumers through our brand websites and our e-commerce properties. Over time, we expect an increasing percentage of our overall sales to be from our Greenlane Brands, which in turn should allow our gross margin to trend upwards and should allow for lasting brand value to be built in the marketplace.

 

 8 
 

 

USPS PACT Act Exemption

 

On January 11, 2022, we announced via press release that the United States Postal Service (the “USPS”) had approved our application for a business and regulatory exemption to the PACT Act (with respect to the business and regulatory exemption granted by the USPS, the “PACT Act Exemption”), allowing us to ship vaporizers and accessories classified as electronic nicotine delivery systems (“ENDS”) products to other compliant businesses. With this approval, over 97% of our total annual sales became eligible for shipment by freight, USPS and other major parcel carriers. The PACT Act Exemption also enables us to partner with other businesses that ship ENDS products and had their supply chains disrupted by PACT Act compliance.

 

On June 24, 2022, we provided via press release an update on the progress of the PACT Act Exemption, following our successful implementation of the controls, processes and systems required by the USPS in connection with the shipment of ENDS products. We expect the ability to fulfill ENDS orders with the USPS to allow us to reduce shipping costs, decrease fulfillment times and enhance the overall customer experience for approved wholesale customers.

 

Enhance Our Operating Margins.

 

We expect to enhance our operating margins as our business expands through a combination of additional product purchasing discounts, reduced inbound and outbound shipping and handling rates, reduced transaction processing fees, increased operating efficiencies, and realization of benefits through leveraging our existing assets and consolidated distribution facilities.. We are focused on converting more of our overall sales to be completed through technology platforms such as our e-commerce consumer sites, large marketplace sites like Amazon, and our proprietary B2B ordering portal at Wholesale.Greenlane.com. Transacting a higher percentage of our sales through automated technological platforms, versus the manual phone and email efforts in play today, should improve our overall operating margins.

 

Build Upon Strong Customer and Supplier Relationships to Expand Organically.

 

Our North American footprint and broad supplier relationships, combined with our regular interaction with our large and diverse customer base, provides us key insights and positions us to be a critical link in the supply chain for premium vaporization products and consumption accessories. Our suppliers benefit from access to thousands of brick and mortar retail locations as we are a single point of contact for improved production, planning and efficiency. Our customers, in turn, benefit from our market leadership, talented sales force, broad product offerings, high inventory availability, timely delivery and exceptional customer service. We believe our strong customer and supplier relationships will enable us to expand and broaden our market share in the premium vaporization products and consumption accessories marketplace and expand into new categories.

 

Be the Employer of Choice.

 

When it comes to attracting and retaining top talent, Greenlane strives to be the employer of choice. At Greenlane we are committed to creating valuable career opportunities for our employees, supporting them and fostering a culture that invites and encourages diverse opinions and ideas. This work is grounded in the belief that we are at our best when we create inclusive, supportive and welcoming environments, where we uplift one another with dignity, respect and kindness. We are focused on ensuring our employees see Greenlane as a home of possibility with good jobs, a sense of belonging, and a bright future.

 

 9 
 

 

Business Seasonality

 

We have historically experienced only moderate seasonality in our Consumer Goods business, particularly during the fourth quarter, which coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts), and as our customers build up their inventories in anticipation of the holiday season and for which we have related promotional marketing campaigns. Our Industrial Goods business is generally not affected by seasonality.

 

Human Capital Resources

 

As of July 18, 2024, we had 66 full-time employees. Approximately 54 were employed in the U.S., and 12 were employed in Europe. None of our employees are represented by a labor union. We have never experienced a labor-related work stoppage.

 

During 2022 and 2023, we completed a series of reductions in force, which we expect to result in approximately $10.0 million in annualized cash compensation cost savings. We believe our current headcount and resources are sufficient to execute our plan of achieving profitability in the near-term, while remaining flexible to scale our hiring as industry demand and our sales grow.

 

As we mention in our core operating strategies, we aim to be the employer of choice, as our employees are the key drivers of our success. We aim to recruit, train, promote and retain the most talented and success-driven personnel in the industry. Our industry knowledge and scale provide opportunities for our employees to obtain structured training and career path opportunities across all departments and positions. We are a company that operates with three core values: never settle, never follow, and never disrespect.

 

Culture and Engagement

 

We exist to elevate all elements of the consumption experience. We are the driving force behind broadening accessibility to best-in-class ancillary products. We cultivate a passionate culture that empowers our team to thrive within our rapidly evolving industry. Our values are to: never settle, never follow, and never disrespect. We envision a world where humanity is free to enjoy mother nature’s magic, and we pledge that each of our employees will play an integral role in helping us make our vision a reality.

 

Everything we do is powered by our vision and core values and our culture reflects that. As a result, we enjoy a highly motivated and skilled workforce committed to our company. We send out regular employee engagement surveys, and in consultation with our employees we have addressed several opportunities to further improve our culture. By being open, honest, and transparent, our employees feel more actively engaged in our success.

 

Total Rewards, Pay Equity and Retention

 

We strive to attract and retain diverse, high caliber employees who raise the talent bar by offering competitive compensation and benefit packages, regardless of their gender, race, or other personal characteristics. We regularly review and survey our compensation and benefit programs against the market to ensure we remain competitive in our hiring practices. We provide employee salaries that are competitive and consider factors such as an employee’s role and experience, the location of their job and their performance. We also encourage, support, and compensate our employees based on our philosophy of recognizing and rewarding exceptional performance. We believe that performance and development is an ongoing process in which all employees should be active participants. Individual and company key performance goals are linked to employee compensation, and we have begun work on a Greenlane Learning and Development curriculum that will include a blended approach to both in person and virtual learning.

 

Competition

 

Business-to-Business. We operate in an evolving industry in which the market and its participants remain highly fragmented. Although it is difficult to find reliable independent research, we believe there is a vast number of potential B2B customers in North America comprised of licensed cannabis dispensaries, smoke shops, and specialty retailers. Our B2B customers compete primarily on the basis of the breadth, style, quality, pricing and availability of merchandise, the level of customer service, brand recognition and loyalty. We successfully reach our B2B customers through our direct sales force and other marketing initiatives, and provide them with our strategically-curated mix of brands and products, merchandise planning strategies and exceptional customer service. Among vaporizer product distributors, we compete against both suppliers and other distributors. A number of suppliers choose to distribute directly in some sales channels and may also operate their own e-commerce platforms. We face competition from many small privately-owned regional distributors that carry a narrow range of products. We believe there are only a select few wholesale distributors carrying a complete line of premium vaporization products and consumption accessories. This has led to our emphasis on our wholesale business through our business-to-business (B2B) customer portal at Greenlane.Wholesale.com. This platform provides our business customers seamless access to our catalog of products for purchase 24 hours a day, 365 days a year. The wholesale website offers customers an improved user experience with an easy-to-use layout that streamlines processes and allows customers to interact with us at their convenience.

 

Business-to-Consumer. A number of suppliers of vaporizers and specialized consumption products and accessories operate their own e-commerce websites through which they sell their items directly to end consumers. Additionally, there are hundreds of websites that sell products similar to those we offer in North America, Europe, Australia and other parts of the world. We believe we compete effectively with other e-commerce websites. Further, we provide fulfillment services to the owners of some of these websites as they do not carry their own inventory, are not able to ship as efficiently as we do and are unable to meet certain regulatory requirements, such as sales tax collection. Our primary e-commerce website, Vapor.com, ranks above many of our competitors’ websites in various search engine categories. We believe our market knowledge, large product selection, relationships with vaporizer brands, in-house search engine optimization teams, social media focus and distribution facilities will enable us to remain a market leader in e-commerce.

 

 10 
 

 

Trademarks

 

We own a number of registered trademarks and service marks, including without limitation, trademarks in the relevant classes of goods for Greenlane, Higher Standards, Aerospaced, Groove, and Pollen Gear. We also license certain trademarks and other intellectual property, most notably those associated with our Marley Natural and Keith Haring brands. Solely for convenience, trademarks and trade names referred to in this Form 10-K may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. In addition, this Form 10-K contains trade names, trademarks and service marks of other companies that we do not own. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. We believe our largest trademarks are widely recognized throughout the world and have considerable value. The duration of trademark registrations varies from country to country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.

 

Regulatory Developments

 

Our operating results and prospects will be impacted, directly and indirectly, by regulatory developments at the local, state, and federal levels. Certain changes in local, state, national, and international laws and regulations, such as increased legalization of cannabis, create significant opportunities for our business. However, other changes to laws and regulations result in restrictions on which products we are permitted to sell and the manner in which we market our products, increased taxation of our products, and negative changes to the public perceptions of our products, among other effects.

 

We believe the ongoing trend of states legalizing medicinal and adult-use cannabis will likely drive increased demand for many of our products. In the 2020 election, voters approved initiatives for adult-use cannabis in New Jersey, Arizona, Montana, and South Dakota, as well as medical marijuana in Mississippi and South Dakota. Subsequent years saw Connecticut and Virginia (2021), Maryland and Missouri (2022), and Delaware, Minnesota, and Ohio (2023) legalizing adult-use cannabis. Although we cannot guarantee that state-level legalization will continue, the Department of Justice’s proposal to reclassify cannabis from Schedule I to Schedule III of the Controlled Substances Act is a significant indicator of potential regulatory changes. This reclassification could have a profound impact on nationwide regulation, boosting market confidence.

 

In addition, 30 states and the District of Columbia have recently adopted laws imposing taxes on vaping products. Additionally, as of 2022, at least 31 states have adopted laws imposing taxes on vaporizers. These taxes will result in increased prices to end consumers, which may adversely impact the demand for our products. We expect these taxes would impact our competitors similarly, assuming their compliance with applicable laws.

 

 11 
 

 

The Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, contains provisions that prohibit the mailing of electronic nicotine delivery systems (“ENDS”) through the United States Postal Service (“USPS”) and place certain regulatory requirements on shipment of ENDS through other carriers. Certain private carriers, including UPS and FedEx, also have policies restricting or prohibiting the shipment of many vaporization products we sell. On December 30, 2021, the USPS granted us an exception that permits Greenlane to continue shipping ENDS business to business via the USPS. This exception, combined with our use of alternative carriers, permits us to continue shipping almost all of our products to the vast majority of our customers, provided that we continue to meet all regulatory requirements. While we currently retain our ability to ship products to customers, additional legal or policy changes concerning the shipment of vaporizers could increase our costs materially and deprive us of our ability to timely deliver certain products to certain types of customers.

 

Corporate Information

 

Our executive offices are located at 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487. Our telephone number at our executive offices is (877) 292-7660.

 

Available Information

 

The Company’s Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge at investor.gnln.com/financial-information/sec-filings when such reports are available on the SEC’s website. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. We periodically provide other information for investors on our corporate website, www.gnln.com, and our investor relations website, investor.gnln.com. This includes press releases and other information about financial performance, information on corporate governance and details related to our annual meeting of shareholders. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only.

 

ITEM 1A. RISK FACTORS

 

Our operations and financial results are subject to various risks and uncertainties, including but not limited to those described below, which could harm our business, reputation, financial condition, and operating results. The following is a description of what we consider the key challenges and material risks to our business and an investment in our Class A common stock.

 

Risks Related to Our Business and Industry

 

Global economic conditions, including inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition, or cash flows.

 

Our business and operations are sensitive to global economic conditions. General global economic downturns and macroeconomic trends, including heightened inflation, volatility in the capital markets, interest rate and currency rate fluctuations, the ongoing war in Ukraine, and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our products and exacerbate some of the other risks that affect our business, financial condition and results of operations. Both domestic and international markets experienced significant inflationary pressures in 2022 and inflation rates in the U.S. are currently expected to continue at elevated levels for the near-term. In addition, the Federal Reserve has raised, and is expected to continue to raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. Interest rate increases or other government actions taken to reduce inflation could also result in an economic recession.

 

A material decline in the economic conditions affecting consumers, which results in a reduction in disposable income for the average consumer, may change consumption patterns, and may result in a reduction in spending on vaporization products and consumption accessories or a switch to cheaper products or products obtained through illicit channels. Many of our products are relatively new to the market and may be regarded by consumers as a novelty item and expendable. As such, demand for our vaporizer products may be particularly sensitive to economic conditions such as inflation, recession, high energy costs, unemployment, changes in interest rates and money supply, changes in the political environment and other factors beyond our control, any combination of which could result in a material adverse effect on our business, results of operations and financial condition.

 

 12 
 

 

Our ability to fund our capital requirements will depend on many factors, and if we are unsuccessful in increasing sales and generating positive cash flows we may have to further reduce our costs by curtailing future operations to continue as a business.

 

Our ability to fund our capital requirements out of our available cash and cash generated from our operations in the future will depend on many factors, but largely on our ability to (i) increase sales of our products, (ii) raise capital on favorable terms, and (iii) generate positive cash flow and/or profits from our operations. If we are not successful in generating needed funds from operations or in equity or debt capital raising transactions, we may need to further reduce our costs, which measures could include selling or consolidating certain operations or assets, and delaying, canceling or scaling back product development and marketing programs.

 

In addition, our low cash balance and negative cash flow may cause an inability to pay our vendors on time, purchase all the inventory we need, and meet various other obligations going forward. Also, if we are not successful in generating funds from operations or from capital-raising transactions, substantial doubt may be raised about our status as a going concern.

 

If we are required to seek additional financing sources, they may not be available to us on attractive terms if at all and could restrict our ability to engage in certain business activities.

 

Due to limited access to the debt markets, we have been required to issue equity at prices that are dilutive to stockholders. We may be forced to continue to seek equity capital at dilutive prices through other means if other financing is not available to us to fund our working capital needs. In the past, because of the nature of our industry, we have had difficulties establishing relationships with certain financial institutions and may continue to face such difficulties. As a result, indebtedness or other forms of financing may not be available to us on attractive terms or at all. Furthermore, we may have to seek financing from non-traditional sources such as private equity and hedge funds, which may require us to give up significant governance or other rights or agree to economic and other terms that are not favorable.

 

In addition, future financing agreements we may enter into in the future may contain customary negative covenants and other financial and operating covenants that, among other things:

 

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

 

We had cash available as of December 31, 2023 of $0.5 million. In addition, our revenue for the year ended December 31, 2023 was down from prior years and has declined in recent quarters. If we are unable to access additional liquidity through successful execution of our cost cutting strategic initiatives and revenue goals, we may have significant cash constraints, which would have a material adverse impact on our business, results of operations and ability to pay our debts as they come due.

 

We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our Class A common stock may become delisted, which could have a material adverse effect on the liquidity of our Class A common stock.

 

If we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements, or the minimum closing bid price requirement, Nasdaq will take steps to de-list our Class A common stock. As a result of several factors, including but not limited to our financial performance, market sentiment about the cannabis industry, volatility in the financial markets generally due to the tightening of monetary policy by the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) and other geopolitical events, events such as the ongoing wars around the world, the per share price of our Class A common stock has declined below the minimum bid price threshold required for continued listing. Such a de-listing would likely have a negative effect on the price of our Class A common stock and would impair your ability to sell or purchase our Class A common stock when you wish to do so, as well as adversely affect our ability to issue additional securities and obtain additional financing in the future.

 

 13 
 

 

On August 21, 2023, we received a letter from the staff of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price per share for our Class A common stock had closed below $1.00 for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”). We were given 180 days, or until February 20, 2024 to regain compliance with the Minimum Bid Price Requirement. We also filed an application to transfer the listing of our Class A common stock from the Nasdaq Global Market to the Nasdaq Capital Market, which transfer was approved and occurred on February 9, 2024. As a result of the transfer, we became eligible to request an additional an additional 180-day compliance period.

 

On February 21, 2024, Nasdaq notified us in writing that while we had not regained compliance with the Minimum Bid Price Requirement, we were eligible for an additional 180-day compliance period, or until August 19, 2024, to regain compliance with the Minimum Bid Price Requirement. Nasdaq’s determination was based on us having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and on our written notice to Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

If we do not regain compliance during the second 180-day period, then Nasdaq will notify us of its determination to delist our Class A common stock, at which point we would have an opportunity to appeal the delisting determination to a hearings panel. We would remain listed on Nasdaq pending the hearings panel’s decision. There can be no assurance that, if we do appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

 

On January 24, 2024, Gina Collins gave notice of her resignation from our Board of Directors and from each committee of the Board, effective immediately. Ms. Collins was an independent director, and as a result of her resignation, we no longer comply with the majority independent board requirement of Nasdaq as set forth in Nasdaq Listing Rule 5605(b)(1) because independent directors do not comprise a majority of the Board of Directors, and Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A) because the Audit Committee of the Board of Directors is not comprised of at least three independent directors.

 

On January 29, 2024, in accordance with Nasdaq Listing Rules, we notified Nasdaq of Ms. Collins’ resignation and the resulting non-compliance. On January 30, 2024, we received a notice from Nasdaq acknowledging the fact that we do not meet the requirements of such rules. In accordance with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), to regain compliance with the Nasdaq Listing Rules, we have until the earlier of our next annual stockholders meeting or January 24, 2025.

 

On April 18, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

 

On May 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1).

 

The Company had 60 calendar days from April 18, 2024, or until June 17, 2024, to regain compliance by filing the Form 10-K and the Form 10-Q or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. We timely submitted the plan to regain compliance to Nasdaq and Nasdaq granted us additional time to file the Form 10K and 10Q.

 

 14 
 

 

Our narrow margins may magnify the impact of variations in operating costs and of adverse or unforeseen events on operating results.

 

We are subject to intense price competition. As a result of this and other factors, our gross and operating margins have historically been narrow. Narrow margins magnify the impact of variations in operating costs and of gross margin and of unforeseen adverse events on operating results. Continued increases in costs, such as the cost of merchandise, wage levels, shipping rates, import duties and fuel costs, may negatively impact our margins and profitability. We are not always able to raise the sales price to offset cost increases or to effect increased operating efficiencies in response to increasing costs. If we are unable to maintain our margins in the future, it could have a material adverse effect on our business, results of operations and financial condition. If we become subject to increased price competition in the future, we cannot assure you that we will not lose market share, that we will not be forced to reduce our prices and further reduce our margins, or that we will be able to compete effectively.

 

Additionally, promotional activities can significantly increase net sales in the periods in which they are initiated and net sales can be adversely impacted in the periods after a promotion. Accordingly, based upon the timing of our marketing and promotional initiatives, we have and may continue to experience significant variability in our month-to-month results, which could affect our ability to formulate strategies that allow us to maintain our market presence across volatile months. If our monthly sales fluctuations obscure our ability to track important trends in our key markets, it may have a material adverse effect on our business, results of operations and financial condition.

 

If we fail to manage our business and growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.

 

Our success will depend, in part, on our ability to manage our business and its growth, both domestically and internationally. Any growth in, expansion of, or shift in the focus of our business, is likely to continue to place a strain on our management and administrative resources, infrastructure and systems. As with other businesses, we expect that we will need to further refine and expand our business development capabilities, our systems and processes and our access to financing sources. We will also need to hire, train, supervise, and manage new employees. These processes are time consuming and expensive and will increase management responsibilities and divert management attention. We cannot assure that we will be able to:

 

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

 

Our inability or failure to manage our business and its growth effectively could harm our business and materially adversely affect our operating results and financial condition. In addition, we believe that an important contributor to our success has been and will continue to be our corporate culture, which we believe fosters innovation, teamwork and a passion for our products and customers. As a result of our rapid growth, we may find it difficult to build and maintain our strong corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain current and recruit new personnel, continue to perform at current levels or execute on our business strategy.

 

Management and employee turnover creates uncertainties and could harm our business.

 

We have experienced significant turnover in our executive leadership in recent years. Changes to strategic or operating goals, which oftentimes occur with the appointment of new executives and board members, can create uncertainty, may negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful. In addition, executive leadership transition periods are often difficult as the new executives gain detailed knowledge of our operations, and friction can result from changes in strategy and management style. Management turnover inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution. Until we integrate new personnel, and unless they are able to succeed in their positions, we may be unable to successfully manage and grow our business, and our financial condition and profitability may suffer.

 

Further, to the extent we experience additional management turnover, competition for top management is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain qualified management personnel, our business could suffer. Our future success will also depend on our ability to identify, recruit and retain additional qualified technical and managerial personnel. We operate in several geographic locations where labor markets are particularly competitive, where demand for personnel with these skills is extremely high and is likely to remain high. As a result, competition for qualified personnel is intense, particularly in the areas of general management, finance, engineering and science, and the process of hiring suitably qualified personnel is often lengthy and expensive and may become more expensive in the future. If we are unable to hire and retain a sufficient number of qualified employees, our ability to conduct and expand our business could be seriously reduced.

 

 15 
 

 

The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving.

 

Vaporizer products comprise a significant portion of our product portfolio. Many of these products have only recently been introduced to the market and are at an early stage of development. These products represent core components of a niche market that is evolving rapidly, is characterized by a number of market participants and is subject to regulatory oversight and a potentially fluctuating regulatory framework. Rapid growth in the use of, and interest in, vaporizer products is recent, and may not continue on a lasting basis. The demand and market acceptance for these products is subject to a high level of uncertainty, including, but not limited to, changes in governmental regulation, developments in product technology, perceived safety and efficacy of our products, perceived advantages of competing products and sale and use of materials that can be vaporized, including in the expanding legal state cannabis markets. Therefore, we are subject to many of the business risks associated with a new enterprise in a niche market. Continued technical evolution, market uncertainty, evolving regulation and the resulting risk of failure of our new and existing product offerings in this market could have a material adverse effect on our ability to build and maintain market share and on our business, results of operations and financial condition. Further, there can be no assurance that we will be able to continue to compete effectively in this marketplace.

 

We depend on third-party suppliers for our products and may experience supply shortages which could have a material adverse effect on our business.

 

We depend on third-party suppliers for our vaporization products and consumption accessories product offerings. Our customers associate certain characteristics of our products, including the weight, feel, draw, flavor, packaging and other unique attributes, to the brands we market, distribute and sell. In the future, we may have difficulty obtaining the products we need from our suppliers as a result of unexpected demand or production difficulties that might extended lead times, as well as due to constraints relating to our low cash position. Also, products may not be available to us in quantities sufficient to meet our customer demand. Any interruption in supply and/or consistency of these products may adversely impact our ability to deliver products to our customers, may harm our relationships and reputation with our customers, and may have a material adverse effect on our business, results of operations and financial condition. Interruptions in supply or consistency of products could arise for a number of reasons, including but not limited to economic and civil unrest, public health crises, embargoes, and sanctions.

 

We may enter into new markets or lines of business that offer new products and services, or may expand existing lines of business, which may subject us to additional risks.

 

From time to time, we may enter into new markets or lines of business that entail offering new products and services, or may expand existing lines of business. For example, our merger with KushCo significantly expanded our exposure to the leading MSOs and LPs, as well as a presence on the west coast. Our historical experience in these markets does not ensure that we will be able to successfully operate expended lines of business or will be successful in launching new products or entering new markets. In addition, external factors, such as competitive alternatives, potential conflicts of interest, either real or perceived, and shifting market preferences, in addition to our lack of experience with or knowledge of new lines of business or markets may impact our implementation, expansion and operation of new and existing lines of business. Other related risks include:

 

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

 

Failure to successfully manage these risks in the implementation, expansion or operation of new and existing lines of business and markets or the offering of new products or services could have a material adverse effect on our reputation, business, results of operations and financial condition.

 

 16 
 

 

A significant percentage of our revenue is dependent on sales of products from a relatively small number of key suppliers, and a decline in sales of products from these suppliers could materially harm our business.

 

A significant percentage of our revenue is dependent on sales of products, primarily vaporizers and related components, that we purchase from a small number of key suppliers, including CCELL, Storz & Bickel, Grenco Science and Davinci. For example, products manufactured by CCELL represented approximately 41.5% and 39.1% of our net sales in the years ended December 31, 2023 and 2022, respectively, and products manufactured by Storz & Bickel represented approximately 5.5% of our net sales in both years ended December 31, 2023 and 2022. Products manufactured by PAX represented approximately 3.6% and 3.3% of our net sales in the years ended December 31, 2023 and 2022, respectively, and products manufactured by Davinci represented approximately 7.5% and 4.0% of our net sales in the years ended December 31, 2023 and 2022, respectively. A decline in sales of any of our key suppliers’ products, whether due to decreases in supply of, or demand for, their products, termination of our agreements with them, regulatory actions or otherwise, could have a material adverse impact on our sales and earnings and adversely affect our business.

 

There is uncertainty related to the regulation of vaporization products and certain other consumption accessories. Increased regulatory compliance burdens, no matter how they arise, could have a material adverse impact on our business development efforts and our operations.

 

United States

 

There is uncertainty regarding whether, in what circumstances, how and when the FDA will seek to enforce the tobacco-related provisions of the Federal Food, Drug, and Cosmetic Act (“FFDCA”) relative to vaporizer hardware and accessories that can be used to vaporize cannabis and other material, including electronic cigarettes, rolling papers and glassware, in light of the potential for dual use with tobacco.

 

Through amendments to the FFDCA, the Tobacco Control Act established, by statute, that the FDA has oversight over specific types of tobacco products (cigarettes, cigarette tobacco, roll-your-own (“RYO”) tobacco, and smokeless tobacco) and granted the FDA the authority to “deem” other types of tobacco products as subject to the statutory requirements. In addition to establishing authority, defining key terminology, and setting adulteration and misbranding standards, the Tobacco Control Act established FDA’s authority over tobacco products in a number of areas such as: submission of health information to the FDA; registration with the FDA; premarket authorization requirements; good manufacturing practice requirements; tobacco product standards; notification, recall, corrections, and removals; records and reports; marketing considerations and restrictions; post-market surveillance and studies; labeling and warnings; and recordkeeping and tracking. Although the vast majority of our vaporizer products are not subject to these regulations because they are not intended for use with tobacco or nicotine, changes in law, regulation, or policy that subject a greater portion of our products to these regulations could occur.

 

In a final rule effective August 8, 2016 (“Deeming Rule”), the FDA deemed all products that meet the Tobacco Control Act’s definition of “tobacco product,” including components and parts but excluding accessories, to be subject to the tobacco control requirements of the FFDCA and the FDA’s implementing regulations. Accordingly, as of the Deeming Rule’s effective date, deemed tobacco products that are “new” (i.e., those that were not commercially marketed in the United States as of February 15, 2007) are subject to the premarket authorization requirements. Deemed new tobacco products that remain on the market without authorization are marketed unlawfully.

 

Deemed new tobacco products include, among other things: products such as electronic cigarettes, electronic cigars, electronic hookahs, vape pens, certain vaporizers and e-liquids and their components or parts (such as tanks, coils and batteries) (“ENDS”). The FDA’s interpretation of components and parts of a tobacco product includes any assembly of materials intended or reasonably expected to be used with or for the human consumption of a tobacco product. In a 2017 decision of the D.C. Circuit court, the court upheld the FDA’s authority to regulate ENDS even though they do not actually contain tobacco, and even if the products could be used with nicotine-free e-liquids.

 

The Tobacco Control Act and FDA’s implementation of regulations require regulatory approvals before certain products may be sold and restrict the way tobacco product manufacturers, retailers, and distributors can advertise and promote tobacco products, including a prohibition against free samples or the use of vending machines, requirements for presentation of warning information, and age verification of purchasers.

 

Newly-deemed tobacco products are also subject to the other requirements of the Tobacco Control Act, such as that they not be adulterated or misbranded. The FDA has been directed under the Tobacco Control Act to establish specific good manufacturing practice (“GMP”) regulations for tobacco products, and could do so in the future, which could have a material adverse impact on the ability of some of our suppliers to manufacture, and the cost to manufacture, certain of our products. Even in the absence of specific GMP regulations, a facility’s failure to maintain sanitary conditions or to prevent contamination of products could result in the FDA deeming the products produced there adulterated.

 

The FDA has announced its intention to take enforcement measures related to ENDS products offered for sale after September 9, 2020, for which the manufacturers had not submitted a PMTA. Following that date, the FDA did in fact take actions against certain manufacturers of ENDS products for which a PMTA had not been submitted. Accordingly, and in light of the laws noted above, premarket authorizations will be necessary for us to continue our distribution of any vaporizer hardware and accessories that meet the FDA’s definition of ENDS. While we do not believe vaporizers intended for use with non-tobacco substances meet the FDA’s definition of ENDS, it is possible that the FDA could require premarket authorization for such products.

 

 17 
 

 

Our suppliers who make vaporizers that are currently, or in the future become, subject to FDA regulation must timely file applications for the appropriate authorizations so that we may continue selling their products in the United States. We have no control over the content of those applications, and we have no assurances that the outcome of the FDA’s review will result in authorization of the marketing of these products. If the FDA establishes or applies review standards or processes that our suppliers are unable or unwilling to comply with, our business, results of operations, financial condition and prospects would be adversely affected.

 

The anticipated costs to our suppliers of complying with future FDA regulations will be dependent on the rules issued by the FDA, the timing and clarity of any new rules or guidance documents accompanying these rules, the reliability and simplicity (or complexity) of the electronic systems utilized by the FDA for information and reports to be submitted, and the details required by the FDA for such information and reports with respect to each regulated product. Any failure to comply with existing or new FDA regulatory requirements could result in significant financial penalties to us or our suppliers, which could ultimately have a material adverse effect on our business, results of operations, financial condition and ability to market and sell our products. Compliance and related costs could be substantial and could significantly increase the costs of operating in the vaporization products and certain other consumption accessories markets.

 

In addition, failure to comply with the Tobacco Control Act and with FDA regulatory requirements could result in litigation, criminal convictions or significant financial penalties and could impair our ability to market and sell some of our vaporizer products. At present, we are not able to predict whether the Tobacco Control Act will impact our business to a greater degree than competitors in the industry, thus affecting our competitive position.

 

As discussed elsewhere in these Risk Factors and under the heading Regulatory Developments, a number of states and cities have implemented bans or restrictions on the sale of vaporizers and accessories, as well as flavored tobacco products, including vaping liquids and menthol cigarettes. There may, in the future, also be increased regulation of additives in smokeless products and internet sales of vaporization products and certain other consumption accessories. The application of either or both of current federal, state, and local, laws, and of any new laws or regulations which may be adopted in the future at the federal, state, or local level, to vaporization products, consumption accessories or such additives could result in additional expenses and require us to change our advertising and labeling, and methods of marketing and distribution of our products, any of which could have a material adverse effect on our business, results of operations and financial condition.

 

Canada

 

On May 23, 2018, the Tobacco and Vaping Products Act (“TVPA”) became effective, and now governs the manufacture, sale, labeling and promotion of vaping products sold in Canada. The TVPA replaced the former Tobacco Act (Canada) and established a legislative framework that applies to vaping products, whether or not they contain nicotine. The TVPA prescribes high-level requirements in relation to vaping products, with regulations governing specific topics such as nicotine concentration and the promotion of vaping products. Other regulations remain forthcoming and there remains a high degree of uncertainty with respect to the compliance landscape for vaping products. As such, there can be no assurance that we will initially be in total compliance, remain competitive, or financially able to meet future requirements administered pursuant to the TVPA. Prior to the TVPA becoming effective, Health Canada had taken the position that electronic smoking products (i.e., electronic products for the vaporization and administration of inhaled doses of nicotine, including electronic cigarettes, cigars, cigarillos and pipes, as well as cartridges of nicotine solutions and related products) fell within the scope of the Food and Drugs Act (Canada) (“Food and Drugs Act”). Vaping products with therapeutic or health-related claims are subject to the Food and Drugs Act and related regulations. Finally, the TVPA provides the authority to make regulations to collect information from industry about vaping products, their emissions and any research and development (e.g., sales data and information on market research, product composition, ingredients, materials, health effects, hazardous properties and brand elements). Health Canada is currently developing proposed regulations in this area.

 

On December 21, 2019, Health Canada issued a Regulatory Impact Analysis Statement titled “Vaping Products Promotion Regulations.” The Impact Analysis addressed two proposed new regulations that would place stricter limits on the advertising and promotion of nicotine vaping products and make health warnings on nicotine vaping products mandatory (the “Proposed Regulations”). The Proposed Regulations would: (1) prohibit the promotion of nicotine vaping products and nicotine vaping product-related brand elements by means of advertising that is done in a manner that can be seen or heard by youth, including the display of nicotine vaping products a points of sale where can be seen by youth; and (2) require that all nicotine vaping advertising convey a health warning about the health hazards of nicotine vaping product use.

 

On July 1, 2020, Health Canada’s “Vaping Products Labeling and Packaging Regulations” (the “VPLPR”) came into effect; requiring (1) all vaping products containing nicotine to display a standardized nicotine concentration statement and health warning about the addictiveness of nicotine; (2) products containing nicotine to be packaged in child-resistant containers and display a toxicity warning and first aid treatment statement; and (3) the display of a list of ingredients contained in the vaping substances, regardless of nicotine content. On July 14, 2020, Health Canada issued a guidance document on vaping products titled, “Industry Guide to vaping products subject to the Canada Consumer Product Safety Act” (the “CCPA Guidance”). The CCPA Guidance provided clarity on requirements under the Canada Consumer Product Safety Act (“CCPSA”) for vaping products that are manufactured, imported, advertised, or sold in Canada. The CCPA Guidance provided clarity on the requirements of the VPLPR and the authority of the CCPSA to address safety issues posed by a vaping product not marketed for therapeutic use or by a cannabis accessory (such as a vaporizer represented to be used in the consumption of cannabis) not marketed for a therapeutic use.

 

 18 
 

 

In addition to federal regulations, several provinces, including Alberta, British Columbia, Nova Scotia, Ontario, Prince Edward Island (“PEI”), Quebec, and Saskatchewan, have passed regulations fully restricting or limiting the advertising and sales of certain types of nicotine vaping products. Many provinces have focused their tobacco and vaping control efforts on retail access and have taken action to go beyond the minimum requirements in the TVPA. For example, Nova Scotia, Newfoundland and Labrador, and the Northwest Territories, have increased the minimum age of sale to 19. Notably, in Prince Edward Island, as of March 1, 2020, the minimum age for purchasing nicotine products increased to age 21. In 2019. British Columbia, Saskatchewan, and Ontario limited the sales of flavored vaping products with exceptions for some flavors to specialty stores, whereas some provinces have banned flavored vaping products, with the exception of tobacco flavor (Nova Scotia and Prince Edward Island). By way of example, on August 11, 2020, PEI adopted a regulation to ban the sale of all flavored vaping products, effective March 1, 2021. Quebec is currently considering a ban on flavored products and effective as of March 25, 2022, the sale of flavored vapor products was banned in the Northwest Territories.

 

Moreover, certain provinces (British Columbia, Newfoundland and Labrador, Saskatchewan, Quebec, Nova Scotia) have implemented an e-cigarette retail licensing system or have guidelines for retailers in order to prevent sales to minors (Alberta, British Columbia, Newfoundland and Labrador, Prince Edward Island, Saskatchewan).

 

Finally, with respect to the taxation of vaping products, the Canadian government introduced amendments to the Excise Act, 2001 to implement a new excise duty framework on vaping products. These amendments became law on June 23, 2022. The new framework applies to vaping products that are manufactured in Canada or imported, and that are intended for use in a vaping device in Canada. Manufacturers of vaping products are required to get a vaping product license from the Canada Revenue Agency (“CRA”). Importers are required to apply for registration from the CRA. Manufacturers and importers are also required to register for the vaping stamping regime. All vaping products entering the Canadian duty-paid market are required to be packaged with an excise stamp affixed to the product. The excise stamps shows that duties have been paid.

 

These developments, together with the passed and proposed federal and provincial regulations may have a material adverse effect on our business, results of operations, and financial condition.

 

Europe

 

Throughout Europe, several countries’ laws implementing the European Union Tobacco Products Directive (“TPD”) impose strict regulations on the approval, sale, and advertising of e-cigarettes. While we do not sell or market any material amount of products that we believe fall within the definition of e-cigarettes in Europe, if vaporization products we sell are found to fall within the scope of laws implementing the TPD, we would be unable to continue selling those products in certain countries, which may have a material adverse effect on our business, results of operations, and financial condition.

 

We may be unable to identify or contract with new suppliers in the event of a disruption to our supply.

 

In the event of a disruption to our supply of products, we would have to identify new suppliers that can meet our needs. Only a limited number of suppliers may have the ability to produce certain products we sell at the volumes we need, and it could be costly or time-consuming to locate and approve such alternative sources. Moreover, it may be difficult or costly to find suppliers to produce small volumes of products in the event we are looking only to supplement our current supply as suppliers may impose minimum order requirements. In addition, we may be unable to negotiate pricing or other terms with our existing or new suppliers as favorable as those we currently enjoy. We cannot guarantee that a failure to adequately replace or supplement our existing suppliers would not have a material adverse effect on our business, results of operations and financial condition.

 

Demand for the products we distribute could decrease if the trend of our suppliers selling products directly to consumers or retailers continues or accelerates.

 

Retailers and consumers of vaporization products and consumption accessories have historically purchased certain amounts of these products directly from suppliers. Recently, direct to consumer sales of vaporization products and consumption accessories have accelerated, consistent with broader sales trends. If our customers were to increase their purchases of products directly from suppliers, or if suppliers further increase their efforts to sell such products directly to consumers or retailers, we could experience a significant decrease in our business, results of operations and financial condition. These, or other developments that remove us from, or limit our role in, the distribution chain, may harm our competitive position in the marketplace and reduce our sales and earnings and adversely affect our business.

 

 19 
 

 

We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell.

 

We depend on fast and efficient shipping services to distribute our products. Any prolonged disruption of these services may have a material adverse effect on our business, financial condition and results of operations. Rising costs associated with transportation services used by us to receive or deliver our products, including tariffs, as well as delays as a results of factors outside of our control have had and may continue to have a material adverse effect on our business, financial condition and results of operations.

 

The Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, contains provisions that prohibit the mailing of ENDS through the United States Postal Service (“USPS”) and place certain regulatory requirements on shipment of ENDS through other carriers. Certain private carriers, including UPS and FedEx, also have policies restricting or prohibiting the shipment of certain vaporization products we sell, requiring us to occasionally rely upon smaller carriers that are more expensive and serve fewer geographic areas. Although we received USPS approval in December 2021 for a business and regulatory exception to the PACT Act (the “PACT Act Exception”) permitting us to ship ENDS to other PACT Act compliant businesses, there can be no assurances that we will be able to maintain the PACT Act Exception or that the USPS will not elect to rescind the PACT Act Exception. Additional legal or policy changes concerning the shipment of vaporizers could increase our costs materially and deprive us of our ability to timely deliver certain products to certain types of customers. Additionally, rising costs associated with transportation services used by us to receive or deliver our products (including tariffs) and prohibitions on the use of certain shipping services for specified products, may have a material adverse effect on our business, financial condition and results of operations.

 

We do not have long-term agreements or guaranteed price or delivery arrangements with most of our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.

 

While we have long-term distribution agreements with certain of our suppliers, consistent with industry practice, we do not have guaranteed price or delivery arrangements with most of our suppliers. We generally make our purchases through purchase orders. As a result, we have experienced and may in the future experience inventory shortages or price increases on certain products. Furthermore, our industry occasionally experiences significant product supply shortages, and we sometimes experience customer order backlogs due to the inability of certain suppliers to make available to us certain products as needed. We cannot provide assurances that suppliers will maintain an adequate inventory of products to fulfill our orders on a timely basis, or at all, or that we will be able to obtain particular products on favorable terms, or at all. Additionally, we cannot provide assurances that product lines currently offered by suppliers will continue to be available to us. A decline in the supply or continued availability of the products of our suppliers, or a significant increase in the price of those products, could reduce our sales and negatively affect our operating results.

 

In addition, some of our suppliers have the ability to terminate their relationships with us at any time, or to decide to sell, or increase their sales of, their products through other resellers or channels. Although we believe there are numerous suppliers with the capacity to supply the products we distribute, the loss of one or more of our major suppliers could have an adverse effect on our product offerings and our business. Such a loss would require us to rely more heavily on our other existing suppliers, develop relationships with new suppliers or undertake our own manufacturing, which may cause us to pay higher prices for products due to, among other things, a loss of volume discount benefits currently obtained from our major suppliers. Any termination, interruption or adverse modification of our relationship with a key supplier or a significant number of other suppliers would likely adversely affect our operating income, cash flow and future prospects.

 

If we fail to maintain proper inventory levels, our business could be harmed.

 

We often purchase key products from suppliers prior to the time we receive purchase orders from customers. We do this to minimize purchasing costs, the time necessary to fill customer orders, and the risk of non-delivery. However, we may be unable to sell the products we have purchased in advance. Inventory levels in excess of customer demand have previously and may in the future, result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have a material adverse effect on our business, results of operations and financial condition. Conversely, if we underestimate demand for our products or if we fail to acquire the products that we require at the time we need them, we may experience inventory shortages. Inventory shortages might delay shipments to customers, reduce revenue, negatively impact customer relationships and diminish brand loyalty, which in turn could have a material adverse effect on our business, results of operations and financial condition.

 

 20 
 

 

Our success is dependent in part upon our ability to distribute popular products from new suppliers, as well as the ability of our existing suppliers to develop and market products that meet changes in market demand or regulatory requirements.

 

Many of the products we sell are generally subject to rapid changes in marketplace demand and regulatory requirements. For example, recent laws and regulations have prohibited the sale of certain types of ENDS products that we previously sold. Our success is dependent, in part, upon the ability of our suppliers to develop and market products that meet these changes. Our success is also dependent on our ability to develop relationships with and sell products from new suppliers that address these changes in market demand or regulatory requirements. To the extent products that address recent changes are not available to us, or are not available to us in sufficient quantities or on acceptable terms, we could encounter increased competition, which would likely adversely affect our business, results of operations and financial condition.

 

We do not have long-term contracts with many of our customers. The agreements that we do have generally do not commit our customers to any minimum purchase volume. The loss of a significant customer may have a material adverse effect on us.

 

Our customers generally place orders on an as-needed basis. Consistent with industry practice, we do not have long-term contracts with most of our customers, other than certain retail chains or distributors in Canada and abroad and certain state-licensed cannabis businesses in the United States. In addition, our agreements generally do not commit our customers to any minimum purchase volume. Accordingly, we are exposed to risks from potential adverse financial conditions in the vaporization products and consumption accessories industry, a potentially shifting legal landscape, the general economy, a competitive landscape, a changing technological landscape or changing customer needs or any other change that may affect the demand for our products. We cannot assure you that our customers will continue to place orders with us in similar volumes, on the same terms, or at all. Our customers may terminate their relationships with us or reduce their purchasing volume at any time. Our ten largest customers, in the aggregate, represented approximately 39.0% and 40.7% of our net sales for the years ended December 31, 2023 and 2022, respectively. The loss of a significant number of customers, or a substantial decrease in a significant customer’s orders, may have an adverse effect on our revenue.

 

Changes in our customer, product or competition mix could cause our product margin and results of operations to fluctuate.

 

From time to time, we may experience changes in our customer mix, our product mix or our competition mix. Changes in our customer mix may result from geographic expansion or contractions, mergers and acquisitions among our customer base, legislative, regulatory or enforcement priority changes affecting the products we distribute, selling activities within current geographic markets and targeted selling activities to new customer sectors. For example, our merger with Kushco has shifted our customer mix to include a greater concentration of customers who engage in the cultivation, processing, and/or sale of cannabis. Changes in our product mix may result from marketing activities to existing customers, the needs of existing and prospective customers and from regulatory and legislative changes. Changes in our competition mix may result from new competitors entering into our business segment or existing competitors growing their operations. If customer demand for lower-margin products increases and demand for higher-margin products decreases, our business, results of operations and financial condition may suffer.

 

 21 
 

 

Because a material portion of our revenues are derived from sales to consumers indirectly through third-party retailers who operate traditional brick-and-mortar locations, the shift of sales to more online retail business could harm our market share and our revenues in certain sectors.

 

Our current model for consumer goods includes selling our products through third-party retailers. These third-party retailers operate physical brick-and-mortar locations to sell our product to consumers. The current shift in purchasing demographics due to many factors and the changing preferences of consumers who are moving from in-store purchases to online purchases creates the additional risks of our current revenue streams being impacted negatively and an overall decrease of market share.

 

We have experienced and may continue to experience difficulty collecting receivables.

 

If our customers begin or continue to experience financial challenges, they may not have sufficient funds to pay all amounts owed to us. Additionally, laws in some jurisdictions in which we operate make collection of receivables difficult, time consuming or expensive. We generally do not require collateral in support of our trade receivables. While we maintain reserves for expected credit losses, we cannot assure these reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our historical performance. Significant write-offs may affect our business, results of operations and financial condition. As we begin selling our products indirectly through large retailers, customer credit risks will expand.

 

Our ability to distribute certain licensed brands and to use or license certain trademarks may be terminated or not renewed.

 

We are reliant upon brand recognition in the markets in which we compete, as the industry is characterized by a high degree of brand loyalty and a reluctance of consumers to switch to substitute or unrecognizable brands. Some of the brands we distribute and the trademarks under which products are sold are licensed for a fixed period of time with regard to specified markets.

 

In the event that the licenses to use the brand names and trademarks for the products we distribute are terminated or are not renewed after the end of the term, there is no guarantee we or our suppliers will be able to find suitable replacement brands or trademarks, or that if a replacement is found, that it will be on favorable terms. Any loss in brand-name appeal to our existing customers as a result of the lapse or termination of our licenses or the licenses of our suppliers could have a material adverse effect on our business, results of operations and financial condition.

 

We may not be successful in maintaining the consumer brand recognition and loyalty of our products.

 

We compete in a market that relies on innovation and the ability to react to evolving consumer preferences. The vaporization products and consumption accessories industry is subject to changing consumer trends, demands and preferences. Therefore, products once favored may, over time, become disfavored by consumers or no longer perceived as the best option. Consumers in the vaporizer market have demonstrated a degree of brand loyalty, but suppliers must continue to adapt their products in order to maintain their status among customers as the market evolves. Our continued success depends in part on our ability and our supplier’s ability to continue to differentiate the brand names we represent, own or license and maintain similarly high levels of recognition with target consumers. Trends within the vaporization products and consumption accessories industry change often and our failure to anticipate, identify or react to changes in these trends could, among other things, lead to reduced demand for our products. Factors that have previously and may continue to affect consumer perception of our products include health trends and attention to health concerns associated with herbs, oils, cannabis or other materials used with vaporizers, price-sensitivity in the presence of competitors’ products or substitute products and trends in favor of new vaporization products or technology consumption accessories products that are currently being researched and produced by participants in our industry. For example, in recent years, we have witnessed a shift in consumer purchases from vaporizers designed for dry herbs to those designed for liquids or wax type concentrates. A failure to react to similar trends in the future could enable our competitors to grow or establish their brands’ market share in these categories before we have a chance to respond.

 

Regulations have recently been and are likely to continue to be enacted in the future that would make it more difficult to appeal to consumers or to leverage the brands that we distribute, own or license. Furthermore, even if we are able to continue to distinguish our products, there can be no assurance that the sales, marketing and distribution efforts of our competitors will not be successful in persuading consumers of our products to switch to their products. Some of our competitors have greater access to resources than we do, which better positions them to conduct market research in relation to branding strategies or costly marketing campaigns. Any loss of consumer brand loyalty to our products or in our ability to effectively brand our products in a recognizable way will have a material effect on our ability to continue to sell our products and maintain our market share, which could have a material adverse effect on our business, results of operations and financial condition.

 

 22 
 

 

We may not be able to establish sustainable relationships with large retailers or regional or national chains.

 

In connection with efforts to enter new sales channels, including large retailers and chains, we may not be able to develop these relationships or continue to maintain relationships with these large retailers or national chains. Our inability to develop and sustain relationships with large retailers and chains may impede our ability to develop brand and product recognition and increase sales volume and, ultimately, require us to continue to rely on local and more fragmented sales channels, which may have a material adverse effect on our business, results of operations and financial condition. In addition, if we are unable to develop or maintain relationships with large retailers and national chains and such large retailers or chains take market share from the smaller local and more fragmented sales channels, our business, results of operations and financial condition will be adversely impacted.

 

New products face intense media attention and public pressure.

 

Many of our vaporizers and other products are new to the marketplace. Since their introduction, certain members of the media, politicians, government regulators and advocacy groups, including independent doctors, have called for and driven the adoption of stringent regulation of the sale of certain products and in some cases, an outright ban of such products pending increased regulatory review and a further demonstration of safety. For example, local and state governments have banned certain types of vaporization products, such as those containing flavored liquid nicotine and flavored hemp-derived CBD. Additional bans of this type would likely have the effect of terminating our sales and marketing efforts of certain products in jurisdictions in which we may currently market or have plans to market such products. Such bans would also likely cause public confusion as to which products are the subject of bans, which confusion could also have a material adverse effect on our business, results of operations and financial condition.

 

Our success depends, in part, on the quality and safety of our products, as well as the perception of quality and safety in the vaporization products and consumption accessories industry generally.

 

Our success depends, in part, on the quality and safety of the products we sell, including manufacturing issues, health concerns about the substances consumed using the products we sell, and unforeseen product misuse. Even a single incident of product defect or misuse, whether relating to products sold by us or just to our industry generally, could result in significant harm to our reputation. For example, incidents of EVALI have, by some metrics, negatively impacted demand for vaporizers. If any of our products are found to be, or are perceived to be, defective or unsafe, or if they otherwise fail to meet our customers’ standards, our relationship with our customers could suffer, our reputation or the appeal of our brands could be diminished, and we could lose market share and/or become subject to liability claims, any of which could result in a material adverse effect on our business, results of operations and financial condition.

 

Damage to our reputation, or that of any of our key suppliers or their brands, could affect our business performance.

 

The success of our business depends in part upon the positive image that consumers have of the third-party brands we distribute. Incidents, publicity or events arising accidentally or through deliberate third-party action that harm the integrity or consumer support of the products we sell could affect the demand for those products. Unfavorable media, whether accurate or not, related to our industry, to us, to our customers, or to the products we sell could negatively affect our corporate reputation, stock price, ability to attract high-quality talent, or the performance of our business. Additional negative publicity or commentary on social media outlets also could cause consumers to react rapidly by avoiding our products and brands or by choosing brands offered by our competitors, which could have a material adverse effect on our business, results of operations and financial condition.

 

We are subject to substantial and increasing regulation regarding the vaporization industry.

 

In addition to the FDA regulations concerning vaporizer products discussed elsewhere in this Annual Report on Form 10-K, we are subject to regulation by numerous other federal agencies, including the Federal Trade Commission, the Alcohol and Tobacco Tax and Trade Bureau, the Federal Communications Commission, the U.S. Environmental Protection Agency, the U.S. Department of Agriculture, U.S. Customs and Border Protection and the U.S. Center for Disease Control and Prevention’s Office on Smoking and Health. There have also been adverse legislative and political decisions and other unfavorable developments concerning cigarette smoking and the tobacco industry, which have received widespread public attention. There can be no assurance as to the ultimate content, timing or effect of any regulation of vaporizer products by governmental bodies, nor can there be any assurance that potential corresponding declines in demand resulting from negative media attention would not have a material adverse effect on our business, results of operations and financial condition.

 

 23 
 

 

Significant increases in state and local regulation of our vaporizer products have been proposed and enacted, and are likely to continue to be proposed and enacted in numerous jurisdictions.

 

As discussed under the heading “Regulatory Developments” above, there has been increasing activity on the state, provincial and local levels with respect to scrutiny of vaporizer products. State and local governmental bodies across the United States have indicated that vaporization products and certain other consumption accessories may become subject to new laws and regulations at the state and local levels. For example, in January 2015, the California Department of Health declared electronic cigarettes and certain other vaporizer products a health threat that should be strictly regulated like tobacco products. Further, many states and cities have enacted regulations that require retailers to obtain a tobacco retail license in order to sell electronic cigarettes and vaporizer products. Many states, provinces and some cities have passed laws restricting the sale of electronic cigarettes and certain other vaporizer products. In March 2023, new federal legislation granted the FDA regulatory authority over synthetic nicotine, making all synthetic nicotine products without a marketing order from the FDA illegal as of July 13th, 2022. If one or more states or provinces from which we generate or anticipate generating significant sales of vaporizer products bring actions that prevent us from selling certain or all of our vaporizer products, we would be required to cease sales and distribution of certain products to those states, which could have a material adverse effect on our business, results of operations and financial condition. Additionally, if one or more states or provinces from which we generate or anticipate generating significant sales of vaporizer products bring actions that require us to obtain certain licenses, approvals or permits, and if we are not able to obtain the necessary licenses, approvals or permits for financial reasons or otherwise and/or any such license, approval or permit is determined to be overly burdensome to us, then we may be required to cease sales and distribution of our products to those states, which could have a material adverse effect on our business, results of operations and financial condition.

 

Certain states, provinces and cities have already restricted the use of electronic cigarettes and vaporizer products in smoke free venues. Additional city, state, provincial or federal regulators, municipalities, local governments and private industry may enact rules and regulations restricting the use of electronic cigarettes and vaporizer products in those same places where cigarettes cannot be smoked. Because of these restrictions, our customers may reduce or otherwise cease using our vaporization products or certain other consumption accessories, which could have a material adverse effect on our business, results of operations and financial condition.

 

The Canadian federal government, as well as certain provincial governments have passed or propose to pass legislation which will restrict the extent to which e-cigarettes, e-liquid and other vaping products may be displayed or sold. Additionally, Canadian laws require health warnings to be placed on certain vaporizer products, which could reduce the appeal of these products. These regulations and future regulations could have a material adverse effect on our business, results of operations and financial condition.

 

Based on regulations surrounding health-related concerns related to the use of some of our vaporizer products, possible new or increased taxes by government entities intended to reduce use of our products or to raise revenue, additional governmental regulations concerning the marketing, labeling, packaging or sale of some of our products, negative publicity resulting from actual or threatened legal actions against us or other companies in our industry, all may reduce demand for, or increase the cost of, certain of our products, which could adversely affect our profitability and ultimate success.

 

Our business depends partly on continued purchases by businesses and individuals selling or using cannabis pursuant to state laws in the United States or Canadian and provincial laws.

 

Because some of our B2C customers use some of the items that we sell to consume cannabis and some of our B2B customers operate in the legal national and state cannabis industry, our business depends partly on federal, state, provincial and local laws, regulations, guidelines and enforcement pertaining to cannabis. In both the United States and Canada, those factors are in flux.

 

United States

 

Currently, in the United States, 47 states and the District of Columbia permit some form of cannabis cultivation, sales, and use for certain medical purposes (“medical states”). Twenty-four of those states and the District of Columbia have also legalized cannabis for adults for non-medical purposes (sometime referred to as recreational use). Several medical states may extend legalization to adult use.

 

States’ cannabis programs have proliferated and grown even though the cultivation, sale and possession of cannabis is considered illegal under U.S. federal law. Under the CSA, cannabis is a Schedule I drug, meaning that the Drug Enforcement Administration recognizes no accepted medical use for cannabis, and the substance is considered illegal under federal law.

 

In an effort to provide guidance to U.S. Attorneys’ offices regarding the enforcement priorities associated with cannabis in the United States, the U.S. Department of Justice (the “DOJ”) has issued a series of memoranda detailing its suggested enforcement approach. During the administration of former President Obama, each memorandum acknowledged the DOJ’s authority to enforce the CSA in the face of state laws, but noted that the DOJ was more committed to using its limited investigative and prosecutorial resources to address the most significant threats associated with cannabis in the most effective, consistent, and rational way.

 

 24 
 

 

On August 29, 2013, the DOJ issued what came to be called the “Cole Memorandum,” which gave U.S. Attorneys the discretion not to prosecute federal cannabis cases that were otherwise compliant with applicable state law that had legalized medical or adult-use cannabis and that have implemented strong regulatory systems to control the cultivation, production, and distribution of cannabis. The eight federal priorities were preventing:

 

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

 

Accordingly, the Cole Memorandum provided lawful cannabis-related enterprises a tacit federal go-ahead in states with legal cannabis programs, provided that the state had adopted and was enforcing strict regulations and oversight of the medical or adult-use cannabis program in accordance with the specific directives of the Cole Memorandum.

 

On January 4, 2018, Attorney General Jeff Sessions issued a memorandum that rescinded previous DOJ guidance on the state legal cannabis industry, including the Cole Memorandum. Attorney General Sessions wrote that the previous guidance on cannabis law enforcement was unnecessary, given the well-established principles governing federal prosecution that are already in place. As a result, federal prosecutors could and still can use their prosecutorial discretion to decide whether to prosecute even state-legal cannabis activities.

 

Since the Cole Memorandum was rescinded, however, U.S. Attorneys have generally refrained from prosecuting state law compliant marijuana businesses. Current Attorney General Merrick Garland during his confirmation hearings expressed that “It does not seem to me useful the use of limited resources that we have to be pursuing prosecutions in states that have legalized and are regulating the use of marijuana, either medically or otherwise.”

 

Since December 2014, companies that are strictly complying with state medical cannabis laws have been protected against enforcement for that activity by an amendment (originally called the Rohrabacher-Blumenauer Amendment, now called the Joyce Amendment) to the Omnibus Spending Bill, which prevents federal prosecutors from using federal funds to impede the implementation of medical cannabis laws enacted at the state level. Federal courts have interpreted the provision to bar the DOJ from prosecuting any person or entity in strict compliance with state medical cannabis laws.

 

While the protection of the Joyce Amendment prevents prosecutions of state law compliant medical cannabis activities, it does not make cannabis legal. The protection of the Joyce Amendment depends on its continued inclusion in the federal omnibus spending bill, or in some other legislation, and entities’ strict compliance with the state medical cannabis laws. While industry observers expect Congress to extend the protection in future Omnibus Spending Bills, there can be no assurance that it will do so.

 

Although several cannabis law reform bills are pending in the U.S. Congress, passage of any of them and ultimately the Biden Administration’s support and approval remain uncertain. Unless and until the U.S. Government changes the law with respect to cannabis, and particularly if Congress does not extend the protection of state medical cannabis programs, there is a risk that federal authorities could enforce current federal cannabis law. An increase in federal enforcement against companies licensed under state cannabis laws would negatively impact the state cannabis industries and, in turn, our revenues, profits, financial condition, and business model.

 

Canada

 

On April 13, 2017, the Government of Canada introduced Bill C-45, which proposed the enactment of the Cannabis Act to legalize and regulate access to cannabis. The Cannabis Act proposed a strict legal framework for controlling the production, distribution, sale and possession of medical and recreational adult-use cannabis in Canada. On June 21, 2018, the Government of Canada announced that Bill C-45, received Royal Assent. On July 11, 2018, the Government of Canada published the Cannabis Regulations under the Cannabis Act. The Cannabis Regulations provide more detail on the medical and recreational regulatory regimes for cannabis, including regarding licensing, physical security requirements, product practices, outdoor growing, security, packaging and labelling (including for cannabis accessories), cannabis-containing drugs, document retention requirements, reporting and disclosure requirements, the new access to cannabis for medical purposes regime and industrial hemp. The majority of the Cannabis Act and the Cannabis Regulations came into force on October 17, 2018; additional Cannabis Regulations took effect on October 17, 2019.

 

 25 
 

 

As of December 2022, the Minister of Health and the Minister of Mental Health and Addictions has launched the legislative review of the Cannabis Act. The review is being conducted by a five-member independent, expert panel, who will report their final conclusions and advice to the Ministers by Spring 2024. In addition, Health Canada announced that amendments to the Cannabis Act and its regulations concerning cannabis research and testing. Notably, these amendments increase the public possession limit for cannabis beverages to a level that is similar to other forms of cannabis, such as solid edible cannabis products (i.e. gummies or chocolate) and the amendments change how Health Canada regulates non-therapeutic cannabis research with human participants. As for proposed amendments, Health Canada is proposing amendments to the Cannabis Regulations to protect public health and safety, in particular by protecting young persons and others from inducements to use inhaled cannabis extracts. The proposed amendments would restrict the production, sale, promotion, packaging, or labelling of inhaled cannabis extracts with certain flavors, other than the flavor of cannabis.

 

While the Cannabis Act provides for the regulation by the federal government of, among other things, the commercial cultivation and processing of cannabis for recreational purposes, it provides the provinces and territories of Canada with the authority to regulate with respect to the other aspects of recreational cannabis, such as distribution, sale, minimum age requirements, places where cannabis can be consumed, and a range of other matters.

 

The governments of every Canadian province and territory have implemented regulatory regimes for the distribution and sale of cannabis for recreational purposes. In most provinces and territories, the minimum age is 19 years old, except for Québec, where the minimum age is 18. Certain provinces, such as Ontario, have legislation in place that restricts the packaging of vapor products and the manner in which vapor products are displayed or promoted in stores.

 

The Cannabis Act is a relatively new regime that has no close precedent in Canadian law. The effect of relevant governmental authorities’ administration, application and enforcement of their respective regulatory regimes and delays in obtaining, or failure to obtain, applicable regulatory approvals which may be required may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on our business, financial condition and results of operations.

 

The federal and state regulatory landscape regarding products containing hemp-derived CBD and other cannabinoids is uncertain and evolving, and new or changing laws or regulations relating to hemp and hemp-derived products could have a material adverse effect on our business, financial condition and results of operations.

 

In December 2018, the U.S. government changed the legal status of hemp and its derivatives, including hemp-derived CBD and other cannabinoids. The 2018 Farm Bill, which was signed into law by former President Trump on December 20, 2018 (Pub.L. 115-334), established a new framework for the regulation of hemp production (defined in the Farm Bill as Cannabis sativa L. with a THC concentration of not more than 0.3 percent on a dry weight basis) and extracts of hemp, including CBD. The law also removed hemp and extracts of hemp from the federal controlled substances schedules. The section of the Farm Bill establishing a framework for hemp production, however, makes clear explicitly that it does not affect or modify the United States Federal Food, Drug, and Cosmetic Act (the “FDCA”), section 351 of the Public Health Service Act (addressing the regulation of biological products), the authority of the Commissioner of the FDA under those laws, or the Commissioner’s authority to regulate hemp production and sale under those laws.

 

Since passage of the Farm Bill, the FDA has expressed multiple times its position that any cannabis product, whether derived from hemp or otherwise, marketed with a disease claim (e.g., a claim of therapeutic benefit or disease prevention) must be approved by the FDA for its intended use through one of the drug approval pathways prior to it being introduced into interstate commerce. The FDA has also repeatedly stated its position that introducing food or dietary supplements with added CBD (or THC), regardless of source, into interstate commerce is illegal under the FDCA. Although enforcement under the FDCA may be civil or criminal in nature, the FDA has thus far limited its recent enforcement against companies selling CBD products to warning letters alleging various violations of the FDCA, including that the products bear claims that render the products unapproved and misbranded new drugs, that CBD is excluded from the FDCA’s definition of “dietary supplement,” and that the FDCA prohibits the addition of CBD to food. The FDA also tested some of the products, and found that many did not contain the levels of CBD they claimed to contain, which could be the basis for a separate violation of the FDCA. In addition, some states have taken actions to restrict or prohibit the sale of CBD products under state law. On January 26, 2023, the FDA issued a statement that after careful review, the FDA concluded that a new regulatory pathway for CBD is needed that balances individuals’ desire for access to CBD products with the regulatory oversight needed to manage risks. The agency is prepared to work with Congress on this matter.

 

 26 
 

 

We currently distribute very limited products containing hemp-derived CBD and other cannabinoids. Although the Farm Bill removed hemp and its derivatives from the definition of “marijuana” under the CSA, uncertainties remain regarding the cultivation, sourcing, production and distribution of hemp and products containing hemp derivatives. Certain states prohibit the sale of all or certain types of products containing hemp. The laws and regulations of states that permit the sale of products containing hemp derivatives, such as CBD, impose various requirements, including requirements to obtain certain permits or licenses, related to the marketing, packaging, safety, and sale of products containing hemp derivatives. These laws and regulations are rapidly developing. We may have to quickly adapt our operations to comply with forthcoming and rapidly-shifting federal and state regulations. These regulations could require significant changes to our business, plans or operations concerning hemp-derived products, and could adversely affect our business, financial condition or results of operations. Additionally, while we believe our current operations with respect to hemp derived products such as CBD comply with existing federal and state laws relating to hemp and hemp-derived products in all material respects, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.

 

We are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could materially and adversely affect our business.

 

Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level, as well as the U.S. government’s continued non-enforcement of federal cannabis laws against state-law-compliant cannabis businesses. Any number of factors could slow or halt progress in this area. Further, progress, while generally expected, is not assured. Well-funded interests, including businesses in the tobacco, alcohol beverage and the pharmaceutical industries, may have a strong economic opposition to the continued legalization of cannabis. The pharmaceutical industry, for example, is well funded with a strong and experienced lobby that eclipses the funding of the cannabis movement. Any inroads legalization opponents could make in halting the impending cannabis industry could have a detrimental impact on our business. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of those factors could slow or halt the continued legalization and use of cannabis, which would negatively impact our business.

 

While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could materially and adversely affect our business, financial condition or results of operations.

 

Under U.S. Code Title 21 Section 863 (the “Federal Paraphernalia Law”), the term “drug paraphernalia” means “any equipment, product or material of any kind which is primarily intended or designed for use in manufacturing, compounding, converting, concealing, producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body a controlled substance.” That law exempts “(1) any person authorized by local, State, or Federal law to manufacture, possess, or distribute such items” and “(2) any item that, in the normal lawful course of business, is imported, exported, transported, or sold through the mail or by any other means, and traditionally intended for use with tobacco products, including any pipe, paper, or accessory.” Any nonexempt drug paraphernalia offered or sold by any person in violation of the Federal Paraphernalia Law can be subject to seizure and forfeiture upon the conviction of such person for such violation, and a convicted person can be subject to fines under the Federal Paraphernalia Law and even imprisonment.

 

We believe our sales do not violate the Federal Paraphernalia Law in any material respect. First, we understand that a substantial majority of the products we offer and sell were and are not primarily intended or designed for any purpose not permitted by the Federal Paraphernalia Law. Indeed, many of the manufacturers whose products we sell disclaim that the products are for use with cannabis. Second, we restrict the sale of certain products — those that may have been primarily intended or designed for use with cannabis — to comply with the Federal Paraphernalia Law’s exemption for sales authorized by state law. In particular, we (a) do not sell those products at all into the states that have maintained complete or near complete cannabis prohibition and (b) limit the sale of those products to licensed cannabis businesses, such as dispensaries, cultivators, and manufacturers, in the states that authorize sales of cannabis paraphernalia only through state-licensed cannabis businesses. Third, we have been in business for many years without facing even threatened legal action under the Federal Paraphernalia Law.

 

While we believe that our business and sales are legally compliant with the Federal Paraphernalia Law in all material respects, any legal action commenced against us under such law could result in substantial costs and could have an adverse impact on our business, financial condition or results of operations. In addition, changes in cannabis laws or interpretations of such laws are difficult to predict, and could materially and adversely affect our business.

 

 27 
 

 

Officials of the U.S. Customs and Border Protection agency (“CBP”) have broad discretion regarding products imported into the United States, and the CBP has on occasion seized imported products on the basis that such products violate the Federal Paraphernalia Law. While we believe the products that we import do not violate such law, any such seizure of the products we sell could have a material adverse effect on our business operations or our results of operations.

 

Officials of the CBP have broad discretion regarding products imported into the United States. Individual shipments of imported products we distribute, as well as similar products, have been detained or seized by the CBP for a variety of reasons, including because the CBP officials inspecting the goods believed such goods were marketed as drug paraphernalia and therefore violated the Federal Paraphernalia Law. Although we and other suppliers or distributors of such products have at times successfully contested such actions of the CBP, such challenges are costly and time consuming. While we would disagree with any conclusion of the CBP that our product sales violate the Federal Paraphernalia Law, we cannot give any assurance that the CBP will not make additional seizures of our imports, or that if the CBP seizes any of our goods that the CBP would not seek to impose penalties related to such imports. Should we elect to contest any such seizure, the costs of doing so could be substantial and there are no assurances we would prevail in a contested proceeding. Additionally, the cost and/or results of any such contest could adversely impact our business, financial condition or results of operations. Additionally, if the CBP fails to release seized products, we may no longer be able to ensure a sellable supply of some of our products, which could have a material adverse impact on our business, financial condition and results of operations.

 

Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could materially and adversely affect our business, financial conditions or results of operations.

 

We are dependent on public support, continued market acceptance and the proliferation of consumers in the legal cannabis markets. While we believe that the market and opportunity in the space continue to grow, we cannot predict the future growth rate or size of the market. Any downturns in, or negative outlooks on, the cannabis industry may materially and adversely affect our business and financial condition.

 

We and our customers may have difficulty accessing the service of banks, which may make it difficult for us and for them to sell our products.

 

Financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under the U.S. federal money laundering statutes, unlicensed money transmitter statutes and the U.S. Bank Secrecy Act. Guidance issued by the Financial Crimes Enforcement Network (“FinCEN”) clarifies how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. Furthermore, since the rescission by former U.S. Attorney General Jeff Sessions on January 4, 2018 of the Cole Memorandum, U.S. federal prosecutors have had greater discretion when determining whether to charge institutions or individuals with any of the financial crimes described above based upon cannabis-related activity. As a result, given these risks and their own related disclosure requirements, many banks remain hesitant to offer banking services to cannabis-related businesses. Consequently, those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships. Indeed, we have been asked to close bank accounts due to our activity in the cannabis industry. We may become unable maintain stable banking relationships, which would create significant challenges in operating our business, increase our operating costs, pose additional operational, logistical and security challenges, and result in our inability to implement our business plan. Additionally, if our more significant customers to are unable maintain their current banking relationships, we might not be able to continue transacting with such customers.

 

Our payments system and the payment systems of our customers depend on third-party providers and are subject to evolving laws and regulations.

 

We and our retail customers have engaged third-party service providers to perform underlying credit and debit card processing, currency exchange, identity verification and fraud analysis services. If these service providers do not perform adequately or if our relationships, or the relationships of our retail customers with these service providers, were to terminate, our ability or the ability of such retail customers to process payments could be adversely affected and our business would be harmed.

 

The laws and regulations related to payments are complex and are potentially impacted by tensions between federal and state treatment of the vaporization, tobacco, nicotine and cannabis industries. These laws and regulations also vary across different jurisdictions in the United States, Canada and globally. As a result, we are required to spend significant time and effort to comply with those laws and regulations. Any failure or claim of our failure to comply, or any failure by our third-party service providers to comply, could cost us substantial resources, could result in liabilities, or could force us to stop offering our customers the ability to pay with credit cards, debit cards and bank transfers. As we expand the availability of these payment methods or offer new payment methods to our customers in the future, we may become subject to additional regulations and compliance requirements.

 

Further, through our agreement with our third-party credit card processors, we are indirectly subject to payment card association operating rules and certification requirements, including restrictions on product mix and the Payment Card Industry Data Security Standard, 02 PCIDSS. We also are subject to rules governing electronic funds transfers. Any change in these rules and requirements could make it difficult or impossible for us to comply.

 

Due to our acceptance of credit cards in our e-commerce business, we are subject to the Payment Card Industry Data Security Standard, designed to protect the information of credit card users. We have had a security incident in the past, which we do not believe reached the level of a breach, that would be reportable under state laws or our other obligations; however there can be no assurance that our determination was correct. In the event our determination is challenged and found to have been incorrect, we may be subject to claims by one or more state attorney generals, federal regulators, or private plaintiffs and we may additionally be subject to claims or fines from credit associations.

 

 28 
 

 

We are subject to certain U.S. federal regulations relating to cash reporting.

 

The U.S. Bank Secrecy Act, enforced by FinCEN, a division of the U.S. Department of the Treasury, requires a party in trade or business to file with the U.S. Internal Revenue Service (the “IRS”) a Form 8300 report within 15 days of receiving a cash payment of over $10,000. While we receive very few cash payments for the products we sell, if we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business, results of operations and financial condition.

 

If countries, states, and provinces continue the trend of imposing, expanding, and increasing taxes on vaporizer products, it could materially and adversely affect our business.

 

Supply to our customers is sensitive to increased sales taxes and economic conditions affecting their disposable income. Discretionary consumer purchases, such as of vaporization products and consumption accessories, may decline during recessionary periods or at other times when disposable income is lower and taxes may be higher.

 

As discussed under “Regulatory Developments” above, the sale of vaporization products and certain other consumption accessories is, in certain jurisdictions, subject to federal, state, provincial and local excise taxes like the sale of conventional cigarettes or other tobacco products, all of which generally have high tax rates and have faced significant increases in the amount of taxes collected on their sales. Other jurisdictions are contemplating similar legislation and other restrictions on electronic cigarettes and certain other vaporizer products. Should federal, state, provincial and local governments and/or other taxing authorities continue to impose excise taxes similar to those levied against conventional cigarettes and tobacco products on vaporization products or consumption accessories, it may have a material adverse effect on the demand for those products, as consumers may be unwilling to pay the increased costs, which in turn could have a material adverse effect on our business, results of operations and financial condition.

 

We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our B2C customers would have to pay for our product offering, which could materially and adversely affect our operating results.

 

An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. Additionally, the Supreme Court of the United States ruled in South Dakota v. Wayfair, Inc. et al, or Wayfair, that online sellers can be required to collect sales and use tax despite not having a physical presence in the buyer’s state. In response to Wayfair, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business, financial condition and results of operations.

 

We may become involved in regulatory or agency proceedings, investigations, prosecutions, and audits.

 

Our business, and the businesses of the suppliers from which we acquire products we sell, requires compliance with many laws and regulations in many jurisdictions globally across multiple product categories and regulatory regimes. Failure to comply with these laws and regulations could subject us or such suppliers to regulatory or agency proceedings, investigations, or prosecutions, and could also lead to damage awards, fines and penalties. We or such suppliers may become involved in a number of government proceedings, investigations and audits. The outcome of any government proceedings, investigations, prosecutions, audits, and other contingencies could harm our reputation or the reputations of the brands that we sell, require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a material adverse impact on our business, financial condition and results of operations.

 

We are subject to increasing international control and regulation.

 

The World Health Organization’s Framework Convention on Tobacco Control (“FCTC”) is the first international public health treaty that establishes a global agenda to reduce initiation of tobacco use and regulate tobacco in an effort to encourage tobacco cessation. Over 180 governments worldwide have ratified the FCTC, including Canada. The FCTC has led to increased efforts to reduce the supply of and demand for tobacco products and to encourage governments to further regulate the tobacco industry. The tobacco industry and others expect significant regulatory developments to take place over the next few years, driven principally by the FCTC.

 

 29 
 

 

If the United States ratifies the FCTC and/or national laws are enacted in the United States that reflect the major elements of the FCTC, our business, results of operations and financial condition could be materially and adversely affected. In addition, if any of our vaporization products or consumption accessories become subject to one or more of the significant regulatory initiatives proposed under the FCTC or any other international treaty, our business, results of operations and financial condition may also be materially adversely affected.

 

Countries’ laws implementing the European Union Tobacco Products Directive (“TPD”) impose strict regulations on the approval, sale, and advertising of e-cigarettes. Although we do not sell or market any material quantities of products classified as e-cigarettes in Europe, countries could enact new laws implementing the TPD or other laws or regulations that re-classify and/or restrict the products we may sell or market in Europe. Any future measures that limit our ability to market or sell vaporization products or other consumption accessories in Europe may have a material adverse effect on our business, results of operations, and financial condition.

 

To the extent our existing or future products become subject to international regulatory regimes that we are unable to comply with or fail to comply with, they may have a material adverse effect on our business, results of operations and financial condition.

 

Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity.

 

Changes in our credit profile may affect the way our suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices. Given the large dollar amounts and volume of our purchases from suppliers, a change in payment terms may have a material adverse effect on our liquidity and our ability to make payments to our suppliers and, consequently, may have a material adverse effect on us.

 

We face intense competition and may fail to compete effectively.

 

The vaporization products and consumption accessories industry is characterized by brand recognition and loyalty, with product quality features, price, marketing and packaging constituting the primary methods of competition. Substantial marketing support, merchandising display, competitive pricing and other financial incentives generally are required to introduce a new brand or to improve or maintain a brand’s market position. Our principal competitors may be significantly larger than us and aggressively seek to limit the distribution or sale of our products.

 

Competition in the vaporization products and consumption accessories industry is particularly intense, and the market is highly fragmented.

 

We experience variability in our net sales and net income on a quarterly basis as a result of many factors.

 

We experience variability in our net sales and net income on a quarterly basis as a result of many factors. These factors include:

 

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

 

 30 
 

 

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

 

Our planned operating expenditures each quarter are based on sales forecasts for the quarter. If our sales do not meet expectations in any given quarter, our operating results for that quarter may be materially adversely affected. We believe that period-to-period comparisons of our operating results are not necessarily a good indication of our future performance. In addition, our results in any quarterly period are not necessarily indicative of results to be expected for a full fiscal year. In future quarters, our operating results may be below the expectations of public market analysts or investors and, as a result, the market price of our Class A common stock could be materially adversely affected.

 

Product defects could increase our expenses, damage our reputation or expose us to liability.

 

We may not be able to adequately address product defects. Product defects in vaporizers and other accessories may harm the health or safety of our end-consumers. In addition, remedial efforts could be particularly time-consuming and expensive if product defects are only found after we have sold the defective product in volume. Any actual or perceived defects in our products could result in unsold inventory, product recalls, repairs or replacements, damage to our reputation, increased customer service costs and other expenses, as well as divert management attention and expose us to liabilities. Furthermore, a product liability claim brought against us by our customers or end-consumers could be time-consuming and costly to defend and, if successful, could require us to make significant payments.

 

Contamination of, or damage to, our products could adversely impact sales volume, market share and profitability.

 

Our market position may be affected through the contamination of our products, as well as the material used during the manufacturing processes of the products we sell, or at different points in the entire supply chain. For example, we have previously detected low levels of contaminants in certain extraction gasses sold by us. We keep significant amounts of inventory of our products in warehouses and it is possible that this inventory could become contaminated prior to arrival at our premises or during the storage period. If contamination of our inventory or packaged products occurs, whether as a result of a failure in quality control by us or by one of our suppliers, we may incur significant costs in replacing the inventory and recalling products. We may be unable to meet customer demand and may lose customers who purchase alternative brands or products. In addition, consumers may lose confidence in the affected product.

 

Under the terms of our contracts, we generally impose requirements on our suppliers to maintain quality and comply with product specifications and requirements, and with all federal, state and local laws. Our suppliers, however, may not continue to produce products that are consistent with our standards or that are in compliance with applicable laws, and we cannot guarantee that we will be able to identify instances in which our suppliers fail to comply with our standards or applicable laws. A loss of sales volume from a contamination event may occur, and such a loss may affect our ability to supply our current customers and to recapture their business in the event they are forced to switch products or brands, even if on a temporary basis. We may also be subject to legal action as a result of a contamination, which could result in negative publicity and affect our sales. During this time, our competitors may benefit from an increased market share that could be difficult and costly to regain. Such a contamination event could have a material adverse effect on our business, results of operations and financial condition.

 

 31 
 

 

We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

 

In the ordinary course of business, we have and in the future may become the subject of various claims, lawsuits and governmental proceedings seeking damages or other remedies concerning our commercial operations, the products we distribute, our employees and other matters, including potential claims by individuals alleging injury or other harm caused by the products we distribute. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of the businesses. The products we distribute may contain lithium ion or similar type batteries that can explode or release hazardous substances. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution, release of hazardous substances or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.

 

We maintain insurance to cover certain of our potential losses, and we are subject to various self-retentions, deductibles and caps under our insurance. We face the following risks with respect to our insurance coverage:

 

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

 

Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on us. Finally, even in cases where we maintain insurance coverage, our insurers may raise various objections and exceptions to coverage that could make uncertain the timing and amount of any possible insurance recovery.

 

Due to our position in the supply chain of vaporization products and consumption accessories, we are subject to personal injury, product liability and environmental claims involving allegedly defective products.

 

Our customers use certain products we distribute in potentially hazardous applications that can result in personal injury, product liability and environmental claims. A catastrophic occurrence at a location at which consumers use the products we distribute may result in our company being named as a defendant in lawsuits asserting potentially large claims, even though we did not manufacture such products or even if such products were not used in the manner recommended by the manufacturer. Applicable law may render us liable for damages without regard to negligence or fault. Certain of these risks are reduced by the fact that we are, in many instances, a distributor of products that third-party manufacturers produce, and, thus, in certain circumstances, we may have third-party warranty or other claims against the manufacturer of products alleged to have been defective. However, there is no assurance that these claims could fully protect us or that the manufacturer would be financially able to provide protection. There is no assurance that our insurance coverage will be adequate to cover the underlying claims. Our insurance does not provide coverage for all liabilities (including liability for certain events involving pollution or other environmental claims).

 

We may become subject to significant product liability litigation.

 

The tobacco and e-cigarette industries have experienced and continue to experience significant product liability litigation and other claims, such as those related to marketing of tobacco and e-cigarettes to minors. As a result of their relative novelty, electronic cigarette, vaporizer product and other consumption product manufacturers, suppliers, distributors and sellers have only recently become subject to litigation. While we have not been a party to any product liability litigation, several lawsuits have been brought against other manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. We may be subject to similar claims in the future relating to our vaporizer products. We may also be named as a defendant in product liability litigation against one of our suppliers by association, including in class action lawsuits. In addition, we may see increasing litigation over our vaporizer products or the regulation of our products as the regulatory regimes surrounding these products develop. For example, California’s Proposition 65 (“Prop 65”) requires the State of California to identify chemicals that could cause cancer, birth defects, or reproductive harm, and businesses selling products in California are then required to warn consumers of any possible exposure to the chemicals on the list. The State of California and private plaintiffs have been active in enforcing Prop 65 against companies in the tobacco, nicotine, cannabis, and vaporization industries. We may face substantial costs due to increased product liability litigation relating to new regulations or other potential defects associated with our vaporizer and other consumption products, including litigation arising out of faulty devices or improper usage, which could have a material adverse effect on our business, results of operations and financial condition.

 

There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of products.

 

 32 
 

 

The scientific community has not yet extensively studied the long-term health effects of the use of vaporizers, electronic cigarettes or e-liquids products.

 

Vaporizers, electronic cigarettes and related products were recently developed and therefore the scientific community has not had a sufficient period of time to study the long-term health effects of their use. Currently, there is no way of knowing whether these products are safe for their intended use. If the scientific community were to determine conclusively that use of any or all of these products poses long-term health risks, market demand for these products and their use could materially decline. Such a determination could also lead to litigation and significant regulation. Loss of demand for our product, product liability claims and increased regulation stemming from unfavorable scientific studies on these products could have a material adverse effect on our business, results of operations and financial condition.

 

Reliance on information technology means a significant disruption could affect our communications and operations.

 

We increasingly rely on information technology systems for our internal communications, controls, reporting and relations with customers, vendors and suppliers, and information technology is becoming a significantly important tool for our sales staff. Our marketing and distribution strategy is dependent upon our ability to closely monitor consumer and market trends on a highly specified level, for which we are reliant on our sophisticated data tracking systems, which are susceptible to disruption or failure. In addition, our reliance on information technology exposes us to cyber-security risks, which could have a material adverse effect on our ability to compete. Security and privacy breaches may expose us to liability and cause us to lose customers, or may disrupt our relationships and ongoing transactions with other entities with whom we contract throughout our supply chain. The failure of our information systems to function as intended, or the penetration by outside parties intent on disrupting business processes, could result in significant costs, loss of revenue, assets or personal or other sensitive data and reputational harm.

 

Internet security poses a risk to our e-commerce sales.

 

At present, we generate a portion of our sales through e-commerce sales on our own websites. We manage our websites and e-commerce platform internally and, as a result, any compromise of our security or misappropriation of proprietary information could have a material adverse effect on our business, results of operations and financial condition. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure Internet transmission of confidential information, such as credit and other proprietary information. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the technology used by us to protect client transaction data. Anyone who is able to circumvent our security measures could misappropriate proprietary information or cause material interruptions in our operations. We may be required to expend significant capital and other resources to protect against security breaches or to minimize problems caused by security breaches. To the extent that our activities or the activities of others involve the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a risk of loss and/or litigation. Our security measures may not prevent security breaches. Our failure to prevent these security breaches may result in consumer distrust and may adversely affect our business, results of operations and financial condition.

 

Security and privacy breaches may expose us to liability and cause us to lose customers.

 

Federal, provincial and state laws require us to safeguard our customers’ financial information, including credit information, as well as our employees’ information. Although we have established security procedures to protect against identity theft and the theft of information of our customers, distributors, consumers, and employees, our security and testing measures may not prevent security breaches and breaches of privacy may occur, which would harm our business. Typically, we rely on encryption and authentication technology licensed from third parties to enhance transmission security of confidential information in relation to financial and other sensitive information that we have on file. Advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology used by us to protect customer data. Any compromise of our security could harm our reputation or financial condition and therefore, our business. In addition, a party who is able to circumvent our security measures or exploit inadequacies in our security measures, could, among other effects, misappropriate proprietary information, cause interruptions in our operations or expose customers and other entities with which we interact to computer viruses or other disruptions. Actual or perceived vulnerabilities may lead to claims against us. To the extent the measures we have taken prove to be insufficient or inadequate, we may become subject to litigation or administrative sanctions, which could result in significant fines, penalties or damages and harm to our reputation.

 

 33 
 

 

If the methodologies of internet search engines are modified, traffic to our websites and corresponding consumer origination volumes could decline.

 

We depend in part on various internet search engines, including Google® and others to direct a significant amount of traffic to our websites. Our ability to maintain the number of visitors directed to our websites by search engines through which we distribute our content is not entirely within our control. Our competitors’ search engine optimization (“SEO”) efforts may result in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies, which could adversely affect the placement of our search result page ranking. If search engine companies modify their search algorithms in ways that are detrimental to our consumer growth or in ways that make it harder for our customers to access or use our websites, or if our competitors’ SEO efforts are more successful than ours, our consumer engagement and number of consumers could decline. Any reduction in the number of consumers directed to our websites could negatively affect our ability to earn revenue. If traffic on our websites declines, we may need to employ more costly resources to replace lost traffic, and such increased expense could adversely affect our business, results of operations and financial condition.

 

We are a holding company and depend upon our subsidiaries for our cash flow.

 

We are a holding company. Our subsidiaries conduct all of our operations and own substantially all of our tangible assets. Consequently, our cash flow and our ability to meet our obligations or to make other distributions in the future will depend upon the cash flow of our subsidiaries and our subsidiaries’ payment of funds to us in the form of distributions, dividends, tax sharing payments or otherwise.

 

The ability of our subsidiaries to make any payments to us will depend on their earnings and cash flow, the terms of their current and future indebtedness, tax considerations and legal and contractual restrictions on their ability to make distributions.

 

Our subsidiaries are separate and distinct legal entities. Any right that we have to receive any assets of or distributions from any of our subsidiaries upon the bankruptcy, dissolution, liquidation or reorganization, or to realize proceeds from the sale of their assets, will be junior to the claims of that subsidiary’s creditors, including trade creditors and holders of debt that the subsidiary issued.

 

Our intellectual property may be infringed and we may be unable to secure or maintain all the intellectual property required to sell all of our offerings.

 

We currently rely on trademark and other intellectual property rights to establish and protect the brand names and logos we own or license on the products we distribute. Third parties have in the past infringed, and may in the future infringe, on these trademarks and our other intellectual property rights. Our ability to maintain and further build brand recognition is dependent on the continued use of these trademarks, service marks and other proprietary intellectual property, including the names and logos we own or license. Despite our attempts to ensure these intellectual property rights are protected, third parties may take actions that could materially and adversely affect our rights or the value of this intellectual property. Any litigation concerning our intellectual property rights or the intellectual property rights of our suppliers, whether successful or unsuccessful, could result in substantial costs to us and diversions of our resources. Expenses related to protecting our intellectual property rights or the intellectual property rights of our suppliers, the loss or compromise of any of these rights or the loss of revenues as a result of infringement could have a material adverse effect on our business, results of operations and financial condition, and may prevent the brands we own or license, or are owned or licensed by our suppliers, from growing or maintaining market share. There can be no assurance that any trademarks or common marks that we own or license, or are owned or licensed by our suppliers, will not be challenged in the future, invalidated or circumvented or that the rights granted thereunder or under licensing agreements will provide us or our suppliers competitive advantages. We are dependent on the validity, integrity and intellectual property of our suppliers and their efforts to appropriately register, maintain and enforce intellectual property in all jurisdictions in which their products are sold.

 

We devote significant resources to the registration and protection of our trademarks and to anti-counterfeiting efforts. Despite these efforts, we regularly discover products that infringe on our proprietary rights or that otherwise seek to mimic or leverage our intellectual property or the intellectual property of our suppliers. Counterfeiting and other infringing activities typically increase as brand recognition increases, especially in markets outside the United States and Canada. Counterfeiting and other infringement of our intellectual property could divert away sales, and association of our brands with inferior counterfeit reproductions or third party labels could adversely affect the integrity and reputation of our brands.

 

Although we currently hold a number of patents on our products, we generally rely on patents on the products of our suppliers as well as their efforts in successfully defending third-party challenges to such products. Third parties have in the past infringed, and may in the future infringe, on our patents and our suppliers’ patents. Our ability to maintain and enforce our patent rights, and the ability of our suppliers, licensors, collaborators and manufacturers to maintain and enforce their patent rights, against third-party challenges to their validity, scope or enforceability plays an important role in determining our future. There can be no assurances that we will ever successfully file or receive any patents in the future, and changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of the intellectual property rights of the products we distribute, license or own. Accordingly, we cannot predict with any certainty the range of claims that may be allowed or enforced concerning the products that we sell.

 

 34 
 

 

In addition, there can be no assurance that standard intellectual property confidentiality and assignment agreements with employees, consultants and other advisors will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known to or independently developed by competitors. Furthermore, there can be no assurance that our efforts to protect our intellectual property will prevent others from unlawfully using our trademarks, trade secrets, copyrights and other intellectual property. Our success depends in part, on our continued ability to maintain our intellectual property and those of our suppliers, and to protect our trade secrets. An inability to continue to preserve and protect our intellectual property would likely have a material adverse effect on our business, results of operations and financial condition.

 

We are subject to the risks of exchange rate fluctuations.

 

Currency movements and suppliers’ price increases relating to currency exchange rates are significant factors affecting our cost of sales. Many of our products are purchased from suppliers located in foreign countries and we make payments for our products in numerous currencies. Thus, we bear certain foreign exchange rate risk for certain of our inventory purchases. In addition, we recently expanded our footprint in Canada and Europe, and as part of our strategy, we may undertake further international expansion. As a result, in the future, we may be more sensitive to the risks of exchange rate fluctuations, which may have a material adverse effect on our business, results of operations and financial condition.

 

There are conflicts of interest among certain of our executive officers and our stockholders.

 

Certain of our executive officers are engaged in other activities and have interests in other entities on their own behalf or on behalf of other persons. Neither we, nor our stockholders will have any rights in these ventures or their income or profits. Specifically, we sold $0.0 million and $0.4 million in products and supplies to Blum Holdings, Inc. (“Blum”) in the years ended December 31, 2023 and 2022, respectively. Total gross accounts receivable due from Blum were approximately $0.4 million and $0.4 million as of December 31, 2023 and 2022, respectively. Nicholas Kovacevich, our former Chief Corporate Development Officer, and a member of our Board until January 6, 2023 is an investor in Blum and a member of its board of directors.

 

While we are not aware of any conflict that has arisen or any transaction that has not been conducted on an arm’s length basis to date, during the year, Mr. Kovacevich may have had conflicting fiduciary duties between us, Blum and his own personal financial interests, for which he must recuse himself from certain of our decision-making processes.

 

We do not allow a conflicted shareholder, director or executive officer to vote on matters wherein a conflict may be perceived. The conflicted person or entity is not allowed to nominate an alternate person to vote for them either. Other than this safeguard, we do not current have any policy in place, should such a conflict arise.

 

In particular:

 

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

 

In any of these cases:

 

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

 

We are required to comply with laws and regulations in other countries and are exposed to business risks associated with our international operations.

 

For the years ended December 31, 2023 and 2022, we derived 7.1% and 7.8%, respectively, of our net sales from outside the United States, primarily in Canada and certain European countries. As a result, we are subject to numerous evolving and complex laws and regulations which apply, among other things, to financial reporting standards, corporate governance, data privacy, tax, trade regulations, export controls, competitive practices, labor, health and safety laws, laws regarding controlled substances, laws regarding drug paraphernalia, and regulations in each jurisdiction in which we operate. We are also required to obtain permits and other authorizations or licenses from governmental authorities for certain of our operations and we or our suppliers’ must protect our intellectual property worldwide. In the jurisdictions in which we operate, we need to comply with various standards and practices of different regulatory, tax, judicial and administrative bodies.

 

 35 
 

 

There are a number of risks associated with international business operations, including political instability (e.g., the threat of war, terrorist attacks or civil unrest), inconsistent regulations across jurisdictions, unanticipated changes in the regulatory environment, and import and export restrictions. Any of these events may affect our employees, reputation, business or financial results as well as our ability to meet our objectives, including the following international business risks:

 

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

 

We may not be in full compliance at all times with the laws and regulations to which we are subject. Likewise, we may not have obtained or may not be able to obtain the permits and other authorizations or licenses that we need. If we violate or fail to comply with laws, regulations, permits, labor, health and safety regulations or other authorizations or licenses, we could be fined or otherwise sanctioned by regulators. In such a case, or if any of these international business risks were to materialize, our business, results of operations and financial condition could be adversely affected.

 

New tariffs and the evolving trade policy dispute between the United States and China may adversely affect our business.

 

In 2018, the United States imposed significant tariffs on steel and aluminum imports from a number of countries, including China. These tariffs and the evolving trade policy dispute between the United States and China may have a significant impact on the industries in which we participate. Many of the products we sell, including without limitation, certain vaporizer products, aluminum grinders, paper products and plastic products, are subject to the 25 percent tariff and such tariff, along with resultant price increases, may negatively impact our pricing and customer demand for these products. A “trade war” between the United States and China or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the United States economy or certain sectors thereof and, thus, to adversely impact our businesses and results of operations.

 

Our failure to comply with certain environmental, health and safety regulations could materially and adversely affect our business.

 

The storage, distribution and transportation of some of the products that we sell are subject to a variety of federal, state, provincial and local environmental regulations. We are also subject to operational, health and safety laws and regulations. Our failure to comply with these laws and regulations could cause a disruption in our business, an inability to maintain our warehousing resources, additional and potentially significant remedial costs and damages, fines, sanctions or other legal consequences that could have a material adverse effect on our business, results of operations and financial condition. In addition, changes in environmental, employee health and safety or other laws, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations or give rise to material liabilities, which could have a material adverse effect on our business, financial condition and results of operations.

 

 36 
 

 

We are transitioning our business and have engaged, and may continue in engage in, dispositions via sales of our assets or other exit activities and other strategic initiatives and we may face risks related to such transactions.

 

We have engaged in, and expect to continue to pursue, strategic dispositions and initiatives, as we transition our business. Dispositions present significant challenges and risks relating the separation of disposed businesses. Such risks include: (i) we may incur unanticipated costs or expenses, (ii) we may not be able to successfully separate divested businesses and related obligations from our operations as planned, and (iii) we may not be able to realize anticipated reductions in costs attributable to divested businesses or assets. Divestitures may also involve continued financial involvement in, or liability with respect to, the divested businesses. As a result of divestiture transactions, we could incur severance charges for personnel and payments for lease and other commitments, charges from the impairment or write-off of assets, and other financial loss due to the transaction. Furthermore, there is the risk that we might lose customers. In addition, we may not realize the degree or timing of benefits we anticipate when we first enter into a transaction. There can be no assurances that we will manage dispositions or other strategic initiatives successfully, that strategic opportunities will be available to us on acceptable terms or at all, or that we will be able to consummate desired transactions. Any of the foregoing could materially adversely affect our competitive position, financial condition, results of operations or cash flows. For more information on the disposition activities we have undertaken to date, please see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

Our operations are subject to natural disasters, adverse weather conditions, operating hazards, environmental incidents and labor disputes.

 

We may experience earthquakes, floods, typhoons, power outages, labor and trade disputes or similar events beyond our control that would affect our warehousing and distribution operations. The occurrences of such events could result in shutdowns or periods of reduced operations, which could significantly disrupt our business operations, cause us to incur additional costs and affect our ability to deliver our products to our customers as scheduled, which may adversely affect our business, results of operations and financial condition. Moreover, such events could result in severe damage to property, personal injuries, fatalities, regulatory enforcement proceedings or in us being named as a defendant in lawsuits asserting claims for large amounts of damages, which in turn could lead to significant liabilities.

 

 37 
 

 

We are subject to risks associated with public health crises, such as pandemics and epidemics, , which may have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable.

 

We are subject to risks associated with public health crises, such as pandemics and epidemics and the emergence of new viruses may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus. In addition, any such measures could also impact the global economy more broadly, for example by leading to further economic slowdowns. If we or any of the third parties with whom we engage, including the suppliers, manufacturers and other third parties in our global supply chain, were to experience shutdowns or other significant business disruptions, our ability to conduct our business in the manner presently planned could be materially and negatively impacted.

 

The scope and duration of any future public health crisis, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.

 

To the extent a new pandemic or other public health crises adversely affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.

 

Risks Related to Our Organizational Structure

 

Our principal asset is our interest in the Operating Company, and, accordingly, we depend on distributions from the Operating Company to pay our taxes and expenses. The Operating Company’s ability to make such distributions may be subject to various limitations and restrictions.

 

We are a holding company and have no material assets other than our ownership of all of the Common Units of the Operating Company. As such, we have no independent means of generating revenue or cash flow. Our ability to pay our operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of the Operating Company and its subsidiaries and distributions we receive from the Operating Company. There can be no assurance that the Operating Company and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants, in any future debt instruments, will permit such distributions. In addition, because we are a holding company, our stockholders’ claims as a stockholder will be structurally subordinated to all existing and future liabilities and obligations of the Operating Company. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of the Operating Company and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and Greenlane Holdings, LLC’s and its subsidiaries’ liabilities and obligations have been paid in full.

 

The Operating Company is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of Common Units. As of December 31, 2023 and 2022, we hold all of the outstanding Common Units. Accordingly, we will incur income taxes on any net taxable income of the Operating Company. Under the terms of the Fourth Amended and Restated Agreement of the Operating Company (the “Operating Agreement”), the Operating Company is obligated to make tax distributions to holders of Common Units. In addition to tax expenses, we will also incur expenses related to our operations which we expect could be significant. We intend, as its manager and sole member, to cause the Operating Company to make cash distributions to us in an amount sufficient to (i) fund our tax obligations in respect of taxable income allocated to us and (ii) cover our operating expenses. However, the Operating Company’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which the Operating Company is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering the Operating Company insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders.

 

 38 
 

 

The Tax Receivable Agreement (the “TRA”) may require us to make cash payments to the members of the Operating Company in respect of certain tax benefits to which we may become entitled.

 

Under the TRA we entered into with the Operating Company and its members, we are required to make cash payments to the members of the Operating Partnership equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) the increases in the tax basis of assets of the Operating Company resulting from any redemptions or exchanges of Common Units from the members and (ii) certain other tax benefits related to our making payments under the TRA. Although we held all of the outstanding Common Units as of December 31, 2023 and 2022, payments under the TRA are not conditioned on any member’s continued ownership of Common Units or our Class A common stock.

 

The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the amount of gain recognized by prior holders of Common Units, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable.

 

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results.

 

We are subject to taxes by the U.S. federal, state, local and foreign tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. We record tax expense based on our estimates of future earnings, which may include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these matters. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

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

 

In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in valuation allowances, deductibility of certain items, or by changes to existing accounting rules or regulations. Further, tax legislation may be enacted in the future which could negatively impact our current or future tax structure and effective tax rates. We may be subject to audits of our income, sales, and other transaction taxes by U.S. federal, state, local, and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

 

If we were deemed to be an investment company under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of the Operating Company, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

 

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

 

As the sole manager of the Operating Company, we control and operate the Operating Company. On that basis, we believe that our interest in the Operating Company is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of the Operating Company, our interest in The Operating Company could be deemed an “investment security” for purposes of the 1940 Act.

 

 39 
 

 

We and the Operating Company intend to continue to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

 

Risks Related to Ownership of Our Class A Common Stock

 

The market price of our Class A common stock has been volatile and has declined significantly since our initial public offering and may face more volatility and price declines in the future. As a result, you may not be able to resell your shares at or above the price at which you have acquired or will acquire shares of our Class A common stock.

 

The market price of our Class A common stock has been volatile and has declined significantly since our initial public offering and could face more volatility and price declines in the future as a result of a number of factors, many of which are beyond our control. Furthermore, volatility in our stock price may occur regardless of our operating performance. As a result, you may not be able to sell your shares at or above the price you paid and you could lose a substantial part or all of your investment in our Class A common stock. The following factors could affect our stock price:

 

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

 

The stock markets in general have experienced extreme volatility, particularly recently, that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock.

 

Your percentage ownership will be diluted in the future.

 

Your percentage ownership will be diluted in the future as a result of equity awards that we expect will be granted to our directors, officers and employees, as well as any shares of our Class A common stock, or securities convertible into shares of our Class A common stock, we issue in connection with future capital raising or strategic transactions at prices that are dilutive to shareholders. Our Second Amended and Restated 2019 Equity Incentive Plan provides for the grant of equity-based awards to our directors, officers and employees. The issuance of any shares of Class A common stock will dilute the proportionate ownership and voting power of existing security holders.

 

 40 
 

 

Substantial sales and issuances of our Class A common stock have and may continue to occur, or may be anticipated, which have and could continue to cause our stock price to decline.

 

The market price of shares of our Class A common stock could decline further as a result of substantial sales of our Class A common stock, issuances of Class A common stock at prices that are dilutive to stockholders, a large number of shares of our Class A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. Additionally, we expect that we will seek to raise additional capital from time to time in the future, which may involve the issuance of additional shares of our Class A common stock, or securities convertible into shares of our Class A common stock in subsequent public or private offerings at dilutive prices if debt is not available to us to fund our working capital needs.

 

We cannot predict the effect, if any, that these sales, or anticipation of such sales, will have on the market price of our common stock or the timing of any redemption of Common Units. Sales or issuances of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market price of our Class A common stock.

 

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

 

As a public company, we are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”). The cost of complying with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we must commit significant resources, may be required to hire additional staff and need to continue to provide effective management oversight. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

 

In connection with becoming a public company, we obtained Side A directors’ and officers’ insurance coverage, which increased our annual insurance costs. In the future, it may be more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members to our Board in the future, particularly to serve on our audit committee, and qualified executive officers.

 

As an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of SOX and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

 

When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We will remain an “emerging growth company” for up to five years, although we may cease to be an “emerging growth company” earlier under certain circumstances. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

 

 41 
 

 

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. In connection with our assessment of the effectiveness of our disclosure controls and procedures, we identified certain material weaknesses in our internal control over financial reporting, which caused our Chief Executive Officer and Chief Financial Officer to determine that our internal control over financial reporting, as well as our disclosure controls and procedures, were not effective as of December 31, 2020 and these material weaknesses have not yet been fully remediated as of December 31, 2023.

 

As a public reporting company, we are subject to the rules and regulations established from time to time by the SEC. These rules and regulations require that, among other things, we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

 

Our management, including our Chief Executive Officer and Chief Financial and Legal Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2020, the Company had not maintained effective internal control over financial reporting as a result of the existence of material weaknesses. Consequently, management, with the participation of our Chief Executive Officer and Chief Financial Officer, also concluded that our disclosure controls and procedures were not effective as of December 31, 2020 to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports was accumulated and communicated to the Company’s management, including, our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Although we are implementing measures to remediate the material weaknesses, we cannot give any assurances that the identified material weaknesses will be remediated on a timely basis or at all or that additional material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of SOX. Our management may be required to devote significant time and expense to remediate these material weaknesses and any other material weaknesses that may be discovered in the future and may not be able to remediate such material weaknesses in a timely manner. The existence of any future material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, and cause investors to lose confidence in our reported financial information, any of which could lead to a decline in the per share trading price of our common stock.

 

As described in Item 9A of Part II of this Annual Report on Form 10-K, we are continuing to implement our remediation plan to address the identified material weaknesses, and our management continues to be actively engaged in the remediation efforts. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

As previously disclosed, in 2020, we began a multi-year implementation of a new ERP system, which we completed in 2023. The ERP system serves as our existing core financial system. Concurrently, in 2023, the re-design of the user access roles and permissions in the new ERP system were completed, and new controls were put into place. Therefore we expect that the previously reported material weaknesses related to ineffective user access controls will be considered remediated in 2024.

 

Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm is not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company. Our independent registered public accounting firm will be engaged to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an ‘‘emerging growth company,’’ as defined in the JOBS Act.

 

 42 
 

 

We have not paid dividends in the past and have no current plans to pay dividends in the future, and any return on investment may be limited to the value of our common stock.

 

We do not anticipate paying cash dividends in the foreseeable future. The payment of dividends will depend on our earnings, capital requirements, financial condition, prospects and other factors our Board may deem relevant. If we do not pay dividends, our stock may be less valuable because a return on your investment will only occur if you sell our Class A common stock after our stock price appreciates above the price at which you acquired such shares.

 

If securities analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

 

The trading market for our stock depends in part on the research and reports that securities or industry analysts publish about us or our industry. While there are currently securities analysts covering us, we can provide no assurances that the analysts will continue to publish report or that other securities analysts will initiate coverage. If no securities analysts cover our company, the trading price for our stock could be negatively impacted. In addition, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price could decline as a result. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A stock could decrease, which might cause the market price and trading volume of our Class A common stock to decline.

 

We have a large number of authorized but unissued shares of stock, which could negatively impact a potential investor if they purchase our Class A common stock.

 

On August 9, 2022 and June 5, 2023, we effected reverse stock splits. The reverse stock splits did not change the par value of our Class A common stock or the number of shares of Class A common stock or preferred shares authorized by our amended and restated certificate of incorporation. Because the number of authorized shares of our Class A common stock was not reduced proportionally, the reverse stock splits increased our Board’s ability to issue authorized and unissued shares without further stockholder action. As of December 31, 2023, our amended and restated certificate of incorporation provides for 600,000,000 shares of authorized Class A common stock, 30,000,000 shares of authorized Class B common stock and 10,000,000 shares of authorized preferred stock and we have approximately 3,726,926 shares of Class A common stock outstanding, 11,860,201 shares reserved for exercise or vesting of outstanding warrants and options to purchase shares of Class A common stock and 203,022 shares of Class A common stock reserved for future grant under the Company’s equity incentive plan. No shares of Class B common stock or preferred stock are outstanding.

 

With respect to authorized but unissued and unreserved shares, we could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management. The issuance of additional shares of Class A common stock or securities convertible into Class A common stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of our Class A common stock. We could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.

 

Anti-takeover provisions in our certificate of incorporation and amended and restated bylaws and Delaware law could discourage a takeover.

 

Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that might enable our management to resist a takeover. These provisions include:

 

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

 

These provisions might discourage, delay or prevent a change in control of our company or a change in our Board. The existence of these provisions could adversely affect the voting power of holders of Class A common stock and limit the price that investors might be willing to pay in the future for shares of our Class A common stock. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

 

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the market price of our Class A common stock.

 

Our amended and restated certificate of incorporation authorizes us to issue one or more series of preferred stock. Our Board has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock can be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

 

 43 
 

 

Our amended and restated certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

 

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, other than any action or proceeding that, under applicable law, may only be commenced or prosecuted in another forum, (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders, (iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law or our amended and restated certificate of incorporation or bylaws (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation.

 

We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our Class A common stock less attractive to investors.

 

We are a “smaller reporting company” under federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Generally, we will remain a smaller reporting company so long as our public float remains less than $250 million as of the last business day of our most recently completed second fiscal quarter. We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may decline or be more volatile.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 1C. CYBERSECURITY

 

Cybersecurity Risk Management and Strategy

 

Greenlane is committed to ensuring the highest standards of cybersecurity to protect our systems, networks, and data from cyber threats. We recognize the critical importance of safeguarding sensitive information and maintaining the trust of our customers, partners, and stakeholders.

 

Our cybersecurity strategy is built on a foundation of proactive risk management, continuous monitoring, and adherence to industry best practices. We employ a multi-layered approach which leverages cutting-edge technologies to defend against evolving cyber threats.

 

We have made significant investments in modernizing, streamlining, and simplifying our technology footprint to both enhance customer experience and strengthen our internal security controls.

 

From time-to-time, we may engage third-party consultants, legal advisors, and audit firms to evaluate and test the Company’s risk management systems and assess and remediate certain potential cybersecurity incidents, as appropriate. We prioritize the integrity of our data access controls to prevent unauthorized access, data breaches, and malicious activities. We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments.

 

Governance

 

Cybersecurity is a shared responsibility requiring collaboration and cooperation across all levels of our organization.

 

Greenlane recognizes that cybersecurity is not solely a technology issue but also a people and process issue. We invest in ongoing employee training and awareness programs to empower our staff to recognize and respond to potential security threats effectively.

 

Cybersecurity threats are monitored and acted upon by the Company’s information technology security group within the Information Technology team. The Vice President of Information Technology has over 25 years of IT experience including Fortune 100 public companies. The Vice President of Information Technology meets regularly with senior management to inform and advise them of the status on all cybersecurity initiatives as well as all cybersecurity incidents, if any.

 

In the event of a cybersecurity incident, we have established incident response plans and protocols to minimize the impact and facilitate swift recovery. The Company’s Audit Committee oversees cybersecurity risk. The Audit Committee is promptly notified by Information Technology leadership of any potentially serious incidents including details and recommendations on the detection, mitigation, and remediation of the same. During the calendar year 2023, there have been no known reported cybersecurity incidents that have materially affected our operations or financial results.

 

We believe in transparency and open communication, promptly informing affected parties and relevant authorities as required by law. Together, we remain vigilant, adaptive, and resilient in the face of evolving cyber threats, safeguarding the trust and confidence of those we serve.

 

ITEM 2. PROPERTIES

 

We lease our headquarters in Boca Raton, Florida with approximately 1,600 square feet of office space. We have also entered into a lease for our distribution center in the United States, and an administrative office location in Europe. We believe that our facilities are adequate for our current global operational needs and we are capable of acquiring or leasing additional space as necessary.

 

ITEM 3. LEGAL PROCEEDINGS

 

For information regarding legal proceedings as of December 31, 2023, see “Note 7—Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 44 
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our Class A common stock is listed on the Nasdaq Captial Market under the symbol “GNLN”.

 

Holders

 

As of July 18, 2024, there were approximately 78 stockholders of record of our Class A common stock. Since certain of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

 

Dividends

 

We have never declared or paid any cash dividends on our Class A common stock. We intend to retain any future earnings and do not expect to pay cash dividends in the foreseeable future.

 

Unregistered Sales of Equity Securities

 

There were no unregistered sales of equity securities during the year ended December 31, 2023.

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $1.05 per share of Class A common stock for a period of five years. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.9 million.

 

As of the date of this Annual Report on Form 10-K, all July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional 1,911,000 shares of our Class A common stock subsequent to year end, for de minimis net proceeds.

 

In connection with the July 2023 Offering, we entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $50.00 and $9.00, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $1.05, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged.

 

ITEM 6. [Reserved]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

Founded in 2005, Greenlane is the premier global platform for the development and distribution of premium cannabis accessories, vape devices, and lifestyle products. In 2021, we completed several acquisitions along with a transformative merger with KushCo Holdings, adding a significant industrial line of business to the Greenlane platform. These acquisitions strengthened our leading position as a consumer ancillary products business and significantly expanded our customer network, bringing strategic relationships with leading cannabis multi-state-operators (“MSOs”), cannabis single-state operators (“SSOs”), and Canadian licensed-producers (“LPs”). Greenlane is a leading ancillary cannabis company, providing a wide array of consumer ancillary products and industrial ancillary products to thousands of cannabis producers, processors, brands, and retailers (“Cannabis Operators”), in addition to specialty retailers, smoke shops and head shops, convenience stores, and consumers directly through our own proprietary web stores and large online marketplaces such as Amazon.

 

 45 
 

 

We have been developing a world-class portfolio of our own proprietary brands (the “Greenlane Brands”) and carefully curated third-party products that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes our recently launched more affordable product line – Groove, innovative silicone pipes and accessories and premium ancillary product brand – Higher Standards. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring Glass Collection.

 

Since the end of 2021, the Company has invested significantly in technology, including its e-commerce platforms, internal ERP systems, and B2B capabilities. Our world-class product portfolio is offered to customers through our proprietary, owned and operated e-commerce platforms which include Vapor.com, PuffItUp.com, HigherStandards.com, MarleyNaturalShop.com and Wholesale.Greenlane.com. These platforms allow us to reach customers directly with helpful resources and a seamless purchasing experience.

 

We merchandise vaporizers, packaging, and other ancillary products in the United States, Canada, Europe and Latin America. We distribute products to retailers through wholesale operations and distribute products to consumers through our e-commerce platforms We operate our own distribution centers in the United States, while also utilizing third-party logistics (“3PL”) locations in Canada. We have made tremendous progress consolidating and streamlining our warehouse and distribution operations over the last two years.

 

We manage our business in two different, but complementary, business segments. The first is the Consumer Goods segment, which focuses on serving consumers across wholesale, retail, and e-commerce operations—offering both our Greenlane Brands as well as ancillary products and accessories from select leading third-party brands, such as Storz and Bickel, Grenco Science, PAX, Arizer and more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin proprietary owned brands. In addition to our Consumer Goods segment, we have our Industrial Goods segment, which focuses on serving Cannabis Operators by providing ancillary products essential to their daily operations and growth, such as packaging and vaporization solutions, including our Greenlane Brand Pollen Gear. Refer to “Note 12— Segment Reporting” within Item 8 to this Annual Report on Form 10-K for additional information on our reportable segments.

 

Plan to Accelerate Path to Profitability and Capitalize the Business

 

In today’s economic landscape, particularly within the cannabis industry, achieving profitability and preserving working capital are paramount.  At Greenlane, we are intensely focused on making our business profitable and well-capitalized for long-term sustainability. Our key initiatives include: 

 

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

 

Management believes that these initiatives will significantly reduce costs, help accelerate the Company’s path to profitability, support business growth, and allow the Company to reinvest capital into its highest demand and highest potential product lines. 

 

During 2022 and 2023, the Company received capital from various sources permitting it to right-size the business and position the company for growth. Such sources are described in greater detail in the Liquidity and Capital Resources Section of this report. During 2022, the Company also monetized several non-core assets to provide necessary working capital including the sale and lease-back of its headquarters building and the sale of its interest in the Vibes brand.

 

 46 
 

 

During 2023 and 2024, the Company also entered into certain arrangements to reduce working capital requirements and improve its balance sheet.

 

In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our facilities consolidation initiatives while also servicing and providing solutions to our customers. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. As part of the MJ Packaging Partnership, we will no longer purchase additional packaging inventory and MJ Pack will become our strategic partner to continue providing and enhancing packaging solutions for our customers. As a result of the MJ Packaging Partnership, we are no longer seeking a purchaser for our packaging division. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins and convert millions of dollars of existing inventory back into cash, thereby improving our balance sheet.

 

On May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets related to the Eyce and DaVinci brands. In consideration for the acquisition, all parties entered into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment agreements.

 

USPS PACT Act Exemption

 

On January 11, 2022, we announced via press release that the United States Postal Service (the “USPS”) had approved our application for a business and regulatory exemption to the PACT Act (with respect to the business and regulatory exemption granted by the USPS, the “PACT Act Exemption”), allowing us to ship vaporizers and accessories classified as electronic nicotine delivery systems (“ENDS”) products to other compliant businesses. With this approval, over 97% of our total annual sales became eligible for shipment by freight, USPS and other major parcel carriers. The PACT Act Exemption also enables us to partner with other businesses that ship ENDS products and had their supply chains disrupted by PACT Act compliance.

 

On June 24, 2022, we provided via press release an update on the progress of the PACT Act Exemption, following our successful implementation of the controls, processes and systems required by the USPS in connection with the shipment of ENDS products. We expect the ability to fulfill ENDS orders with the USPS to allow us to reduce shipping costs, decrease fulfillment times and enhance the overall customer experience for approved wholesale customers.

 

Reverse Stock Split

 

On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every 10 shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

 

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under our Second Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See “Note 10 — Compensation Plans” for more information.

 

 47 
 

 

All share and per share amounts in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split.

 

Critical Accounting Estimates

 

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. See “Note 2—Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for a description the significant accounting policies and methods used in the preparation of our consolidated financial statements.

 

Inventories

 

Inventories, consisting of finished products, are primarily accounted for using the weighted-average method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to customers or liquidations. Assumptions about the future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future.

 

Income Taxes and TRA Liability

 

We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements.

 

As of December 31, 2022, we held all the outstanding Common Units in the Operating Company and are the sole member. As a result, in 2023, 100% of the Operating Company’s US and state income and expenses are now included in our US and state tax returns.

 

Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent 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.

 

48

 

 

In addition to tax expenses, we may incur expenses related to our operations and may be required to make payments under the Tax Receivable Agreement (the “TRA”), which could be significant. Pursuant to the Greenlane Operating Agreement, Greenlane Holdings, LLC will generally make pro rata tax distributions to its members in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Greenlane Holdings, LLC that is allocated to them and possibly in excess of such amount.

 

Legal Contingencies

 

In the ordinary course of business, we are involved in legal proceedings involving a variety of matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material.

 

We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability of loss and the estimated amount of loss.

 

The outcome of these matters is inherently uncertain. Therefore, if one or more legal proceedings were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. See “Note 7—Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for additional information regarding these contingencies.

 

Recent Accounting Pronouncements

 

See “Note 2—Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.

 

49

 

 

Results of Operations

 

The following table presents operating results for the years ended December 31, 2023 and 2022:

 

   For the Year Ended December 31,     
   (in thousands)   % of Net sales   Change 
   2023   2022   2023   2022   $   % 
Net sales  $65,373   $137,085    100.0%   100.0%   (71.6)   (52.3)%
Cost of sales   47,547    112,102    72.7%   81.8%   (64.6)   (57.6)%
Gross profit   17,826    24,983    27.3%   22.3%   (7.2)   (28.6)%
                               
Operating expenses:                              
Salaries, benefits and payroll taxes   17,454    31,290    26.7%   22.8%   (13.8)   (44.2)%
General and administrative   24,213    41,000    37.0%   29.9%   (16.8)   (40.9)%
Goodwill and indefinite-lived intangibles impairment charge   —    71,360    —%   52.1%   (71.4)   (100.0)%
Definite-lived intangibles impairment charge   —    50,694    —%   37.0%   (50.7)   (100.0)%
PP&E impairment charge   —    7,336    —%   5.4%   (7.3)   (100.0)%
Depreciation and amortization   2,243    7,405    3.4%   5.4%   (5.2)   (69.7)%
                               
Total operating expenses   43,910    209,085    67.2%   152.5%   (165.2)   (79.0)%
                               
Loss from operations   (26,084)   (184,102)   (39.9)%   (134.3)%   158.0    (85.8)%
Other income(expense), net:                              
Interest expense   (5,450)   (2,450)   (8.3)%   (1.8)%   (3.0)   122.4%
Employee retention credits   —    4,854    —%   3.5%   (4.9)   (100.0)%
Other expense, net   (791)   (541)   (1.2)%   (0.4)%   0.3    (46.3)%
Total other (expense) income, net   (6,241)   1,863    (9.5)%   1.4%   (8.1)   (435.0)%
                               
Loss before income taxes   (32,325)   (182,239)   (49.4)%   (132.9)%   149.9    (82.3)%
(Benefit from) provision for income taxes   —    (13)   —%   —%   —    (100.0)%
                               
Net loss   (32,325)   (182,226)   (49.4)%   (132.9)%   149.9    (81.8)%
Net (loss) income attributable to non-control interest   (150)   (12,717)   (0.2)%   (9.3)%   12.6    (98.8)%
Net loss attributable to Greenlane Holdings, Inc.  $(32,175)  $(169,509)   (49.2)%   (123.7)%   137.3    (81.0)%

 

Consolidated Results of Operations

 

Net Sales

 

For the year ended December 31, 2023, total net sales were approximately $65.4 million, compared to approximately $137.1 million for the year ended December 31, 2022, representing a decrease of $71.7 million, or 52.3%. The year-over-year decrease was a result of the Industrial segment transitioning to a commission revenue model versus gross revenue previously recorded for the largest vaporizer product customers and discontinuing the packaging products business. The Consumer segment sales decreased due to declining business globally, reduction in sales staff and marketing spend and the company was out of stock for high demand inventory items due to capital restrictions to invest in inventory purchases.

 

50

 

 

Cost of Sales and Gross Margin

 

For the year ended December 31, 2023, cost of sales decreased by $64.6 million, or 57.6%, as compared to the year ended December 31, 2022. The decrease in cost of sales is aligned with the decrease in revenue of 52.3%.

 

Gross margin increased by 5% to 27.3% for the year ended December 31, 2023, compared to gross margin of 22.3% for the same period in 2022. The increase in gross margins is related to transitioning to a commission revenue model for the majority of the vaporizer sales with 100% margin versus gross revenue with lower margins. Also contributing to the increase in margin is the Company’s continued focus on consumer in-house brands with higher margins and moving away from third-party brands with lower margins.

 

Salaries, Benefits and Payroll Taxes

 

Salaries, benefits and payroll taxes expenses decreased by approximately $13.8 million, or 44.2% , to $17.4 million for the year ended December 31, 2023, compared to $31.3 million for the same period in 2022. The decrease is related to a major restructuring effort by the company to reduce headcount and cost to align with revenue.

 

General and Administrative Expenses

 

General and administrative expenses decreased by approximately $16.8 million, or 40.9%, for the year ended December 31, 2023, compared to the same period in 2022. The decrease is related to a major reduction in expenses across to align with revenue

 

Goodwill and Indefinite-Lived Intangibles Impairment Charge

 

We incurred a goodwill and indefinite-lived intangibles impairment charge of approximately $71.4 million and a definite-lived intangibles impairment charge of approximately $50.7 million during the twelve months ended December 31, 2022, compared to no such impairment charge for the comparable period in 2023. We incurred a impairment charge of approximately $7.3 million to fixed assets related to the ERP system during the year ended December 31, 2022, compared to no such impairment charge fore the comparable year in 2023. This impairment charges were due to declining business and declining enterprise value.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expense decreased $5.2 million, or 69.7%, for the year ended December 31, 2023, compared to the same period in 2022. The decrease is primarily related to the intangible and fixed asset impairments recorded as of December 31, 2023, reducing amortization expense.

 

Other Income (Expense), Net

 

Interest expense.

 

Interest expense increased approximately $3.0 million during the fiscal year 2023 versus fiscal year 2022. The increase is primarily related to the exiting ABL facility which accelerated deferred interest expense as well as the promissory notes for the Eyce and DaVinci acquisition.

 

Other expense, net.

 

Other expense, net, increased by approximately $0.3 million for the year ended December 31, 2023, for slight changes to non-recurring costs during the year ended December 31, 2023.

 

Segment Operating Performance

 

Following the completion of the KushCo merger in late August 2021, we reassessed our operating segments based on our new organizational structure. Based on this assessment, we determined we had two operating segments as of December 31, 2021, which are the same as our reportable segments: (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 2023.

 

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary brands, including Eyce, DaVinci, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, like Storz and Bickel, Grenco Science, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin proprietary owned brands.

 

51

 

 

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

 

Our “Chief Operations Decision Marker (“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, 2023 and 2022:

 

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

 

           % of Segment Net sales   Change 
Cost of sales:  2023   2022   2023   2022   $   % 
Consumer Goods  $18,754   $38,531    65.3%   80.0%  $(19,777)   (51.3)%
Industrial Goods   28,793    73,571    78.6%   82.7%   (44,778)   (60.9)%
Total cost of sales  $47,547   $112,102                     
                               
Gross profit:                              
Consumer Goods  $9,983   $9,603    34.7%   20.0%  $380   13.2%
Industrial Goods   7,843    15,380    21.4%   17.3%   (7,537)   (20.6)%
Total gross profit  $17,826   $24,983                     

 

Consumer Goods

 

For the year ended December 31, 2023, our Consumer Goods operating segment reported net sales of approximately $28.7 million compared to approximately $48.1 million for the same period in 2022, representing a decrease of $19.4 million or 40.3%. The 2023 decline in the Consumer Goods segment is due to a major restructuring effort by the Company during fiscal year 2023 to reduce sales and marketing cost to align with revenue, sale of the Company’s minority interest in Vibes brand and a shift in strategy to focus on in-house brands that have a higher margin profile and rationalized third-party brand offering generating top line revenue with lower margins.

 

For the year ended December 31, 2023, cost of sales decreased by $19.8 million, or 51.3%, as compared to the same period in 2022. The decrease in cost of sales was primarily due to the 40.3% decrease in Consumer Goods net sales.

 

Gross margin increased to approximately 34.7% for the year ended December 31, 2023, compared to gross margin of approximately 20.0% for the same period in 2022, as the Company has shifted focus on margins versus overall topline revenues in an effort to move to a net positive operating cash flow.

 

Industrial Goods

 

For the year ended December 31, 2023, our Industrial Goods operating segment reported net sales of approximately $36.6 million compared to approximately $89.0 million for the same period in 2022, representing an decrease of $52.3 million or (58.8%). The year-over-year decrease was a result of the Industrial segment transitioning to a commission revenue model versus gross revenue previously recorded for the largest vaporizer product customers and discontinuing the packaging products business.

 

For the year ended December 31, 2023, cost of sales decreased by $44.8 million, or 60.9%, as compared to the same period in 2022. The decrease is consistent with our overall decrease in revenues.

 

Gross margin was approximately 21.4% for the year ended December 31, 2023, compared to gross margin of approximately 17.3% for the same period in 2022, representing 4.1% year over year increase.

 

52

 

 

Net Sales by Geographic Regions

 

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

 

For the year ended December 31, 2023, our United States net sales to customers in the United States were approximately $58.5 million, compared to approximately $126.3 million for the same period in 2022, representing a decrease of $67.8 million, or 53.7%. The year-over-year decrease was primarily due to an overall business decline in the Industrial and Consumer Goods segments as described above.

 

For the year ended December 31, 2023, our Canadian net sales were approximately $1.3 million, compared to approximately $5.8 million for the same period in 2022, representing a decrease of $4.5 million, or 77.8%. The year-over-year decrease was primarily due to an overall business decline in the Industrial and Consumer Goods segments as described above.

 

For the year ended December 31, 2023, our European net sales were approximately $5.1 million, compared to approximately $4.9 million for the same period in 2022, representing an increase of $0.11 million, or 2.6%.

 

Liquidity, Capital Resources and Going Concern

 

Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds other equity issuances. As of December 31, 2023, we had approximately $0.5 million of cash, of which none was restricted and $0.1 million was held in foreign bank accounts, and approximately $3.7 million of working capital, which is calculated as total current assets minus total current liabilities, as compared to approximately $6.5 million of cash, of which $0.8 million was held in foreign bank accounts, and approximately $41.0 million of working capital as of December 31, 2022. The repatriation of cash balances from our foreign subsidiaries could have adverse tax impacts or be subject to capital controls; however, these balances are generally available to fund the ordinary business operations of our foreign subsidiaries without legal or other restrictions.

 

We believe that our cash on hand and the cash flow that we generate from our operations will not 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 the next 12 months. Based on our cash on hand and working capital at December 31, 2023, we may have insufficient cash to fund planned operations into the third quarter of 2024. This is evident from our continued efforts to raise capital and leverage external funding to fulfill our capital needs as highlighted below.

 

Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022 and July 2023 Offerings, each as described and defined below.

 

ATM Program and Shelf Registration Statement

 

We formerly used a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to conduct securities offerings. In August 2021, we filed a prospectus supplement and established an “at-the-market” equity offering program (the “ATM Program”) that provided 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. H

 

Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million. Due to the untimely filing of certain of our Quarterly and Annual Reports, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement.

 

53

 

 

Common Stock and Warrant Offerings

 

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds.

 

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the “October 2022 Offering”). The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July 2023 Offering”). The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023.

 

Asset-Based Loan

 

On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement.

 

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See “Note 6 - Long Term Debt” for more information.

 

ERC Sale

 

On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and KIM International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.85 million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.

 

Future Receivables Financings

 

In July, August, October, and November 2023, the Company received an aggregate of approximately $3.9 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. See “Note 6 - Long Term Debt” for more information.

 

54

 

 

Management Initiatives

 

We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, and we also rationalized our third-party brands product offering, which enables us to reduce inventory carrying costs and working capital requirements.

 

In April 2023, we entered into two strategic. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a provider of packaging solutions to the cannabis industry. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.

 

We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce by approximately 49% throughout fiscal year 2023 to reduce costs and align with our revenue projections.

 

We have incurred net losses of $32.3 million and $182.2 million for the years ended December 31, 2023 and 2022, respectively. For the year ended December 31, 2023, cash used in operating activities was $1.8 million and cash used in operating activities for the year ended December 31, 2022 was $26.4 million. The recent macroeconomic environment has caused weaker demand than contemplated under our business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

 

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

 

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

 

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

 

■ Execute on strategic partnerships accretive to margins and operating cash

 

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

 

Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in Item 1A of this Annual Report on Form 10-K for the year ended December 31, 2023. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

 

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

 

55

 

 

Cash Flows

 

The following summary of cash flows for the periods indicated has been derived from our consolidated financial statements included in Part II, Item 8 of this Form 10-K:

 

   Year Ended December 31, 
(in thousands)  2023   2022 
Net cash provided by (used in) operating activities  $(1,793)  $(26,426)
Net cash provided by (used in) investing activities   30    12,025 
Net cash (used in) provided by financing activities   (10,140)   13,930 

 

Net Cash Used in Operating Activities

 

During 2023, net cash used in operating activities of approximately $1.8 million was a result of a net loss of $32.3 million offset by non-cash adjustments to net loss of $6.5 million, including a $24.0 million increase in cash provided by working capital primarily driven by decreases in our accrued expenses and accounts payable, and decreases in inventories offset by higher other current assets.

 

During 2022, net cash used in operating activities of approximately $26.4 million was a result of a net loss of $182.2 million offset by non-cash adjustments to net loss of $140.6 million, including an impairment charge related to goodwill and indefinite-lived intangibles of $71.4 million, and a $15.2 million increase in cash provided by working capital primarily driven by decreases in our accrued expenses and accounts payable, and decreases in inventories offset by higher other current assets..

 

Net Cash Provided by Investing Activities

 

During 2023, net cash provided by investing activities of (i) approximately $0.1 million from $1.1 million of cash proceeds from the sale of certain equity securities investments, offset by approximately $1.0 million of cash used for capital expenditures, including development costs for our new enterprise resource planning system.

 

During 2022, net cash provided by investing activities of (i) approximately $12.0 million of cash proceeds from the sale of our assets held for sale, (ii) approximately $4.6 million of cash proceeds from the disposition of our interests in VIBES, and (iii) approximately $0.6 million of cash proceeds from the sale of certain equity securities investments, offset by approximately $2.8 million of cash used for capital expenditures, including development costs for our new enterprise resource planning system.

 

Net Cash (Used in) Provided by Financing Activities

 

During 2023, net cash used in financing activities primarily consisted of (i) approximately $3.9 million of cash proceeds from the issuance of Class A common stock related to our July 2023 Offering, (ii) approximately $3.9 million of cash proceeds from our future receivables financing, (iii) $2.1 million of cash proceeds from a secured bridge loan, offset by (iv) approximately $0.3 million of cash used for contingent consideration payments, (v) and approximately $2.1 million of cash used for repayments related to the Eyce and DaVinci promissory notes, and (vi) the $15.0 million payoff of asset based lending loans.

 

During 2022, net cash provided by financing activities primarily consisted of (i) approximately $21.1 million of cash proceeds from the issuance of Class A common stock related to our ATM Program, the June 2022 Offering and the October 2022 Offering, (2) approximately $14.6 million of cash proceeds from our Asset-Based Loan, offset by debt issuance costs of $1.5 million, and (iii) approximately $0.9 million of cash used for contingent consideration payments, (iv) and approximately $19.4 million of cash used for repayments related to the Eyce and DaVinci promissory notes, the payoff of the Real Estate Note, and repayment of our bridge loan.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

56

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

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

 

57

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors of

Greenlane Holdings, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Greenlane Holdings, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Marcum LLP

 

Marcum LLP

 

We have served as the Company’s auditor since 2021.

 

Costa Mesa, CA

July 18, 2024

 

F-1
 

 

GREENLANE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value per share amounts)

 

           
   December 31, 2023   December 31, 2022 
ASSETS          
Current assets          
Cash  $463   $6,458 
Restricted cash   —    5,718 
Accounts receivable, net of allowance of $2,209 and $4,826 at December 31, 2023 and 2022, respectively   1,693    6,468 
Inventories, net   20,529    40,643 
Vendor deposits   3,765    6,296 
Other current assets (Note 8)   3,319    11,120 
Total current assets   29,769    76,703 
           
Property and equipment, net   2,476    3,962 
Operating lease right-of-use assets   1,936    3,442 
Other assets   3,912    5,578 
Total assets  $38,093   $89,685 
           
LIABILITIES          
Current liabilities          
Accounts payable  $12,103   $14,953 
Accrued expenses and other current liabilities (Note 8)   3,056    11,882 
Customer deposits   2,775    3,983 
Current portion of notes payable   7,283    3,185 
Current portion of operating leases   866    1,528 
Current portion of finance leases   7    128 
Total current liabilities   26,090    35,659 
           
Notes payable, less current portion and debt issuance costs, net   —    13,040 
Operating leases, less current portion   1,010    1,887 
Finance leases, less current portion   —    29 
Other liabilities   1    79 
Total long-term liabilities   1,011    15,035 
Total liabilities   27,101    50,694 
Commitments and contingencies (Note 7)   -      
           
STOCKHOLDERS’ EQUITY*          
Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding   —    — 
Class A common stock, $0.01 par value per share, 600,000 shares authorized, 3,726 shares issued and outstanding as of December 31, 2023; 600,000 shares authorized, and 1,599 shares issued and outstanding as of December 31, 2022 *   36    15 
Class B common stock, $0.0001 par value per share, 30,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2023; 30,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2022*   —    — 
Additional paid-in capital*   268,132    264,017 
Accumulated deficit   (257,289)   (225,114)
Accumulated other comprehensive income   245    55 
Total stockholders’ equity attributable to Greenlane Holdings, Inc.   11,124    38,973 
Non-controlling interest   (132

)

   18 
Total stockholders’ equity   10,992    38,991 
Total liabilities and stockholders’ equity  $38,093   $89,685 

 

*After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2
 

 

GREENLANE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

 

           
   For the for the year ended
December 31,		 
   2023   2022 
Net sales  $65,373   $137,085 
Cost of sales   47,547    112,102 
Gross profit   17,826    24,983 
           
Operating expenses:          
Salaries, benefits and payroll taxes   17,454    31,290 
General and administrative   24,213    41,000 
Goodwill and indefinite-lived intangibles impairment charge   —    71,360 
Definite-lived intangibles impairment charge   —    50,694 
Property and equipment impairment charge   —    7,336 
Depreciation and amortization   2,243    7,405 
Total operating expenses   43,910    209,085 
Loss from operations   (26,084)   (184,102)
           
Other (expense) income, net:          
Interest expense   (5,450)   (2,450)
Employee retention credits   —    4,854 
Other expense, net   (791)   (541)
Total other (expense) income, net   (6,241)   1,863 
Loss before income taxes   (32,325)   (182,239)
Provision for (benefit from) income taxes   —    (13)
Net loss   (32,325)   (182,226)
Less: Net loss attributable to non-controlling interest   (150

)

   (12,717)
Net loss attributable to Greenlane Holdings, Inc.  $(32,175)  $(169,509)
           
Net loss attributable to Class A common stock per share - basic and diluted (Note 9)*  $(8.16)  $(22.51)
Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 9)*   3,993    753 
           
Other comprehensive income (loss):          
Foreign currency translation adjustments   190    (211)
Unrealized gain (loss) on derivative instrument   —    26 
Comprehensive loss   (32,135)   (182,411)
Less: comprehensive loss attributable to non-controlling interest   (150

)

   (12,633)
Comprehensive loss attributable to Greenlane Holdings, Inc.  $(31,985)  $(169,778)

 

*After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3
 

 

GREENLANE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

 

         *         *    *                     
  

Class A

Common Stock

  

Class B

Common Stock

  

Additional

Paid-In

   Accumulated  

Accumulated

Other

Comprehensive

  

Non-

Controlling

  

Total

Stockholders’

 
   Shares*   Amount*   Shares*   Amount*   Capital*   Deficit   Income (Loss)   Interest   Equity 
Balance December 31, 2021   426   $4    109   $—   $229,744   $(55,544)  $324   $21,836   $196,364 
Net loss   —    —    —    —    —    (169,509)   —    (12,717)   (182,226)
Equity-based compensation   11    —    —    —    1,411    —    —    259    1,670 
Issuance of Class A shares, net of costs - ATM Program   85    1    —    —    9,024    —    —    —    9,025 
Issuance of Class A shares - contingent consideration   19    —    —    —    3,486    —    —    —    3,486 
Issuance of Class A shares, net of costs - June 2022 Offering   59    1    —    —    5,039    —    —    —    5,040 
Issuance of Class A shares, net of costs - October 2022 Offering   833    8    —    —    7,002    —    —    —    7,010 
Issuance of Class A shares - Amended Eyce APA (Note 3)   7    —    —    —    657    —    —    —    657 
Issuance of Class A common stock and pre-funded warrants, net of costs   50    —    —    —    —    —    —    —    — 
Reclassification adjustment for gain included in net loss (Note 4)   —    —    —    —    —    —    (332)   —    (332)
VIBES disposition / deconsolidation (Note 3)   —    —    —    —    —    —    —    (1,789)   (1,789)
Exchanges of noncontrolling interest for Class A common stock   109    1    (109)   —    7,654    —    —    (7,655)   — 
Other comprehensive income   —    —    —    —    —    —    63    84    147 
Other   —    —    —    —    —    (61)   —    —    (61)
Balance December 31, 2022   1,599   $15    —   $—   $264,017   $(225,114)  $55   $18   $38,991 
Net loss   —    —    —    —    —    (32,175)   —    (150)   (32,325)
Equity-based compensation   (1)   —    —    —    60    —    —    —    60 
Issuance of Class A shares - Amended Eyce APA (Note 3)   —    —    —    —    225    —    —    —    225 
Issuance of Class A shares (Note 9)   2,128    22    —    —    3,831    —    —    —    3,852 
Other comprehensive income   —    —    —    —    —    —    190    —    190 
Balance December 31, 2023   3,726   $36    —   $—   $268,132   $(257,289)  $245   $(132

)

  $10,992 

 

*After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4
 

 

GREENLANE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

           
   For the year ended December 31, 
   2023   2022 
Cash flows from operating activities:          
Net loss (including amounts attributable to non-controlling interest)  $(32,325)  $(182,226)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Depreciation and amortization   2,243    7,405 
Equity-based compensation expense   284    2,298 
Goodwill and indefinite lived intangibles impairment charge   —    71,360 
Definite-lived intangibles impairment charge   —    50,694 
Property and equipment impairment charge   —    7,336 
Change in fair value of contingent consideration   262    509 
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA   —    (267)
Change in provision for credit losses   188    3,311 
Gain related to indemnification asset   —    (2,018)
Loss on disposal of fixed assets   118    1,398 
Gain on disposal of held-for-sale assets   —    (705)
Gain related to VIBES disposition / deconsolidation (Note 3)   —    (2,062)
Unrealized loss on equity investments   629    1,214 
Realized gain on interest rate swap contract   —    (408)
Amortization of deferred financing costs and debt discount   2,820    644 
Other   

—

    (124)
Changes in operating assets and liabilities, net of the effects of acquisitions:          
Decrease in accounts receivable   4,586    4,910 
Decrease in inventories   20,113    26,345 
Decrease in vendor deposits   2,531    7,899 
Decrease (increase) in other current assets   7,769    (2,595)
Decrease in accounts payable   (2,770)   (6,459)
Decrease in accrued expenses and other liabilities   (7,032)   (10,944)
Decrease in customer deposits   (1,208)   (3,941)
Net cash provided by (used in) operating activities   (1,793)   (26,426)
Cash flows from investing activities:          
Proceeds from VIBES disposition (Note 3)   —    4,567 
Purchase of property and equipment, net   (1,007)   (2,784)
Proceeds from sale of assets held for sale   —    9,593 
Proceeds from sale of equity investments   1,037    649 
Net cash provided by investing activities   30    12,025 
Cash flows from financing activities:          
Proceeds from issuance of Class A common stock, net of issuance costs   3,852    21,075 
Proceeds from (repayment of) Asset-Based Loan   (15,000)   14,550 
Proceeds from Secured Bridge Loan, net of costs   2,090    — 
Debt issuance costs   (751)   (1,472)
Repayment of loan against future accounts receivable   (1,721)   — 
Proceeds from future receivables financing   3,894    — 
Payments on Eyce and DaVinci promissory notes   (2,133)   (3,407)
Payments on Real Estate Note   —    (7,958)
Repayment of Bridge Loan   —    (8,000)
Proceeds from termination of interest rate swap   —    145 
Purchase consideration paid for Eyce and DaVinci acquisition   (350)   (875)
Other   (21)   (128)
Net cash (used in) provided by financing activities   (10,140)   13,930 
Effects of exchange rate changes on cash   190    (210)
Net decrease in cash and cash equivalents   (11,713)   (681)
Cash and cash equivalents, as of beginning of the year   12,176    12,857 
Cash and cash equivalents, as of end of year  $463   $12,176 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5
 

 

GREENLANE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

 

Reconciliation of cash and restricted cash to condensed consolidated balance sheets:

 

   For the year ended December 31, 
   2023   2022 
Beginning of the period        
Cash  $6,458   $12,857 
Restricted cash   5,718    — 
Total cash and restricted cash, beginning of period  $12,176   $12,857 
           
End of the period          
Cash  $463   $6,458 
Restricted cash   —    5,718 
Total cash and restricted cash, end of period  $463   $12,176 
           
           
Supplemental disclosures of cash flow information          
Cash paid during the period for interest  $4,495   $2,251 
Cash paid during the period for income taxes  $—   $76 
Cash paid for amounts included in the measurement of lease liabilities  $1,353   $2,659 
           
Non-cash investing activities and financing activities:          
Issuance of Class A common stock, warrants, and stock options for business acquisitions  $—   $3,486 
Non-cash purchases of property and equipment  $133   $909 
Decrease in non-controlling interest as a result of exchanges for Class A common stock  $—   $(7,655)
Decrease in non-controlling interest as a result of VIBES disposition  $—   $(1,789)
Transfer from contingent consideration to notes payable  $1,650   $— 
Transfer from accrued expenses to notes payable  $437   $— 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6
 

 

GREENLANE HOLDINGS, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. BUSINESS OPERATIONS AND ORGANIZATION

 

Organization

 

Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, “we”, “us”, and “our”) was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (“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 merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers through both our e-commerce platforms and our flagship Higher Standards store in New York City’s famed Chelsea Market.

 

We have been developing a portfolio of our own proprietary brands (the “Greenlane Brands”) that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes Groove – our recently launched more affordable product line and Higher Standards – our premium smoke shop and ancillary product brand, and our award winning Vapor.com website and brand. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring branded products.

 

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 wholly owned subsidiaries of the Operating Company.

 

We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements.

 

On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. (“KushCo”) and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. 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.

 

Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows 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 a member 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 member with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.

 

F-7
 

 

In connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating Company’s members. The TRA provides for the payment by us to the Operating Company’s member(s) of 85.0% of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company’s assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units.

 

The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company.

 

As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100% of the voting and economic interests in Greenlane through the holders’ ownership of Class A common stock. See “Note 9 - Stockholder’s Equity.”

 

Reverse Stock Splits

 

On August 4, 2022, we filed a Certificate of Amendment (the “Certificate of Amendment”) to the A&R Charter with the Secretary of State of the State for Delaware (the “SSSD”), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”) at 5:01 PM Eastern Time on August 9, 2022. As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

 

On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

 

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See “Note 10 — Compensation Plans” for more information.

 

All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

 

Liquidity and Going Concern

 

Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

 

Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022, and July 2023 offerings, each as described and defined below.

 

F-8
 

 

ATM Program and Shelf Registration Statement

 

We formerly used a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to conduct securities offerings from time to time in order to meet our liquidity needs. In August 2021, we filed a prospectus supplement and established an “at-the-market” equity offering program (the “ATM Program”) that provided 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.

 

Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million. Due to the untimely filing of certain of our Quarterly and Annual Reports 3, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets

 

Common Stock and Warrant Offerings.

 

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds.

 

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the “October 2022 Offering”). The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July 2023 Offering”). The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023.

 

Asset-Based Loan

 

On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement.

 

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See “Note 6 - Long Term Debt” for more information.

 

F-9
 

 

ERC Sale

 

On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and Kim International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.

 

Future Receivables Financing

 

In July, August, October, and November 2023, the Company received an aggregate of approximately $3.9 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. See “Note 6 - Long Term Debt” for more information.

 

Management Initiatives

 

We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, and we also rationalized and improved our third-party brands product offering, which enabled us to reduce inventory carrying costs and working capital requirements while increasing our offerings.

 

In April 2023, we entered into two strategic partnership. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.

 

We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce significantly to reduce costs and align with our revenue projections.

 

The Company has incurred net losses of $32.3 million and $182.2 million for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, cash used in operating activities were $1.8 million and $26.4 million, respectively. The recent macroeconomic environment has caused weaker demand than contemplated under the Company’s business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

 

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

 

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

 

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

 

■Execute on strategic partnerships accretive to margins and operating cash

 

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

 

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

 

F-10
 

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X.

 

Principles of Consolidation

 

Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company’s consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

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 following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives 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. The actual results could differ materially from those estimates.

 

Segment Reporting

 

We manage our global business operations through our operating and reportable business segments. As of December 31, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and evaluates operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.”

 

Business Combinations

 

Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 3— Business Acquisitions.”

 

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.”

 

F-11
 

 

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. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.”

 

We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.”

 

Cash

 

For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2023, and 2022, approximately $0.1 million and $0.8 million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2023, and 2022, we had no cash equivalents.

 

Restricted Cash

 

Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in “Note 6 - Debt.”

 

F-12
 

 

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 expected credit loss. 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 thirty days after the billing date. We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.”

 

Inventories, net

 

Inventories consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority of the inventory. We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market conditions. At December 31, 2023, and 2022, the reserve for obsolescence was approximately $9.5 million and $21.4 million, respectively. We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.”

 

Vendor Deposits

 

Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases.

 

Customs Bonds

 

The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in “Other current assets” in our consolidated balance sheets, see “Note 8 - Supplemental Financial Statement Information.”

 

Assets Held for Sale

 

We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed.

 

Property and Equipment, net

 

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.”

 

Impairment of Long-Lived Assets

 

We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.

 

Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods.

 

Investments in Equity Securities

 

Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within “Other assets” in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.”

 

F-13
 

 

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 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 $1.2 million and $2.8 million for the years ended December 31, 2023, and 2022, respectively.

 

Income Taxes

 

We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements.

 

As of December 31, 2023 and 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.

 

Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent

 

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.”

 

F-14
 

 

Tax Receivable Agreement (TRA)

 

We entered into the TRA with the Operating Company and each of the members of the Operating Company that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA.

 

We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate.

 

We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.

 

The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a member of the Operating Company has become probable and can be estimated, the estimated payment will be accrued. See “Note 11—Income Taxes.”

 

Revenue Recognition

 

Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

 

We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract) when an order is placed by a customer. We typically complete these orders within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales with each customer. See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability balance during the years ended December 31, 2023 and 2022.

 

We estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period. We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns allowance in any reporting period. Our liability for returns, which is included within “Accrued expenses and other current liabilities” in our consolidated balance sheets, was approximately $0.1 million and $0.3 million as of December 31, 2023 and 2022, respectively.

 

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.

 

F-15
 

 

The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a sales agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. The Company recognizes this fee on a periodic basis when the products have been shipped for the end consumer. In working with their partner, the Company is not responsible for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have control over the goods that will be shipped. As such, the Company is an agent and recognizes its revenue on a net basis for its service. The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.

 

One customer represented approximately 21% and 22% of our net sales for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 the Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately 11% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively.

 

Value Added Taxes

 

During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.

 

We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million and $0.4 million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.

 

Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022, we recognized a gain of approximately $2.0 million, respectively, within “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.

 

As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies.

 

Net Loss Per Share

 

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders’ Equity - Net Loss Per Share.”

 

Recently Issued Accounting Guidance

 

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 was 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, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our consolidated financial statements.

 

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 was 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 adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.

 

F-16
 

 

Recently Issued Accounting Guidance Not Yet Adopted

 

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require public companies to disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, the amendment requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods and require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. This amendment will go into effect for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements To Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

 

The amendments in this Update require that entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosure about the rate reconciliation.

 

The amendments in this Update require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

 

This Update also includes certain other amendments to improve the effectiveness of income tax disclosures, such as requiring that all entities disclose the following information:

 

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

 

The amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. This amendment will go into effect for annual periods beginning after December 15, 2024.

 

NOTE 3. BUSINESS ACQUISITIONS AND DISPOSITIONS

 

Amended Eyce APA

 

On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $0.9 million. We issued 71,721 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in seven quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date.

 

The Amended Eyce APA also provided for the payment of $0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel.

 

The transaction was accounted for separately from acquisition accounting for the Eyce business combination. Specifically, we recorded a gain of approximately $0.3 million, respectively, within “other income (expense), net” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022 to write-off the balance of the Eyce 2022 Contingent Payment. Also, we recorded approximately $1.3 million in compensation expense related to the Amended 2022 Contingent Payment within “salaries, benefits and payroll taxes” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022.

 

The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments which were not paid timely have rolled into the Synergy Imports, LLC Bridge Loan and is included in the additionally deferred amounts under that Loan.

 

VIBES Sale

 

On July 19, 2022, Warehouse Goods entered into the Sale Agreement with Portofino to sell the Company’s 50% stake in VIBES Holdings LLC for total consideration of $4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. In conjunction with and as a result of the disposition of and deconsolidation of our interest in VIBES Holdings LLC, we recorded a gain of $2.0 million for the year ended December 31, 2022, which is included as an offset in “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, as well as a reduction to non-controlling interest on our consolidated balance sheet as of December 31, 2022 of $1.8 million. In conjunction with the Sale Agreement, we returned inventory to VIBES with a carrying value of approximately $2.4 million.

 

F-17
 

 

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

 

The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments.

 

As of December 31, 2023 and 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.

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

 

                        
   Consolidated
Balance Sheet		  Fair Value at December 31, 2022 
(in thousands)  Caption  Level 1   Level 2   Level 3   Total 
Liabilities:                   
Contingent consideration - current  Accrued expenses and other current liabilities  $—   $—   $2,738   $2,738 
Total Liabilities     $—   $—   $2,738   $2,738 

 

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, 2023 and 2022.

 

Derivative Instrument and Hedging Activity

 

On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in “Note 6 - Debt.” The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date, and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement.

 

Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the year ended December 31, 2022, we recorded a gain of approximately $0.1 million based on the change in fair value of the interest rate swap contract within “interest expense” in our consolidated statement of income and comprehensive loss. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $0.3 million to “interest expense” in our consolidated statement of income and comprehensive loss. Refer to “Note 8 - Supplemental Financial Information” for further details on the components of accumulated other comprehensive income (loss) for the year ended December 31, 2022, respectively.

 

The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within “Other comprehensive income (loss)” in our consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the year ended December 31, 2022, respectively. In August 2022, we terminated the interest swap contract.

 

Contingent Consideration

 

Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. The estimate of the fair value of contingent consideration is determined by applying a risk-neutral framework using a Monte Carlo Simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our consolidated statements of operations and comprehensive loss.

 

F-18
 

 

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, 2023 and 2022 is as follows:

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION 

 

      
(in thousands)  Contingent Consideration 
Balance, December 31, 2021  $6,857 
Eyce 2021 Contingent Payment settlement in Class A common stock   (875)
Eyce 2021 Contingent Payment settlement in cash   (875)
DaVinci 2021 Contingent Payment settlement in Class A common stock   (2,611)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA   (267)
Loss from fair value adjustments included in results of operations   509 
Balance, December 31, 2022  $2,738 
Cash payments for earn contingent consideration   (350)
Transfer to notes payable   (1,650)
Loss from fair value adjustments included in results of operations   262 
Balance, December 31, 2023  $1,000 

 

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 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, 2023 and 2022.

 

As of December 31, 2023 and 2022, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $1.9 million, included within “Other assets” in our consolidated balance sheets. The carrying value included a fair value adjustment of $1.5 million based on an observable price change recognized during the year ended December 31, 2019.

 

NOTE 5. LEASES

 

Greenlane as a Lessee

 

As of December 31, 2023, we had facilities financed under operating leases consisting of warehouses, offices, and a retail store, with lease term expirations between 2023 and 2027. Lease terms are generally three to seven years for warehouses, office space and our retail store location. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

During the year ended December 31, 2022, we took steps to reduce our operational footprint and we continue to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. We successfully transferred, subleased or terminated our office leases for our Cypress, CA, Hermosa Beach, CA, France and China locations. We also successfully transferred, subleased or terminated our retail leases for our Amsterdam, Netherlands, Barcelona, Spain, and Malibu, California locations.

 

On November 3, 2022, we entered into that certain Lease Termination Agreement, dated as of October 31, 2022 solely for reference purposes (the “Lease Termination Agreement”), by and between us and Warland Investments Company (the “Landlord”), which provided for the termination of our lease at 6261 Katella Avenue in Cypress, California (collectively, the “Lease Termination”). Pursuant to the terms of the Lease Termination Agreement, we agreed to pay a fee of approximately $0.5 million as an early termination fee in consideration for the Landlord agreeing to terminate all of our remaining obligations under the Cypress lease.

 

F-19
 

 

The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

 

 SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

(in thousands)  Operating Leases 
2024  $914 
2025   942 
2026   81 
2027   — 
2028 and thereafter   — 
Total minimum lease payments  $1,937 
Less: imputed interest   61 
Present value of minimum lease payments   1,876 
Less: current portion   866 
Long-term portion  $1,010 

 

Rent expense under operating leases was approximately $1.4 million and $3.6 million for the years ended December 31, 2023 and 2022, respectively.

 

The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss:

 

SCHEDULE OF LEASE COST

(in thousands)      
   For the year ended December 31, 
(in thousands)  2023   2022 
Operating lease cost  $1,613   $2,735 
Variable lease cost   461    837 
Total lease cost  $2,074   $3,572 

 

The table below presents the terms and discount rates of the Company’s operating leases as of December 31:

 

   2023   2022 
Weighted average remaining lease terms   1.9 years    2.5 years 
Weighted average discount rate   2.2%   2.2%

 

NOTE 6. DEBT

 

Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:

 

 SCHEDULE OF DEBT

(in thousands)      
   As of December 31, 
(in thousands)  2023   2022 
Asset-Based Loan  $—   $15,000 
DaVinci Promissory Note   —    2,538 
Eyce Promissory Note   —    647 
Future Receivables Financing   2,174    — 
Secured Bridge Loan   5,109    — 
 Total long term debt   7,283    18,185 
Less unamortized debt issuance costs   —    (1,960)
Less current portion of debt   (7,283)   (3,185)
Debt, net, excluding operating and finance leases and liabilities  $—   $13,040 

 

F-20
 

 

Bridge Loan

 

In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of 15.0% is due monthly, and the principal amount was originally due in full on June 30, 2022. We incurred $0.3 million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid.

 

On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the “First Amendment”), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the “Bridge Loan”), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $4.0 million of the aggregate principal amount due under the Bridge Loan on July 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied.

 

Real Estate Note

 

On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $8.5 million. Our obligations under the Real Estate Note were secured by a mortgage on the property.

 

On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the “Real Estate Note Amendment”), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full.

 

In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and ACS 1095 LLC (“the HQ Purchaser”) whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $9.6 million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of December 31, 2023 or 2022.

 

Asset-Based Loan

 

On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement (the “Asset-Based Loan Agreement”), dated as of August 8, 2022, by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders (the “Asset Based Loan” or “Line of Credit”).

 

Pursuant to the Asset-Based Loan Agreement, the Lenders agreed to make available to us a term loan of up to $15.0 million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term loan amount, $5.7 million was located in a blocked account, which was classified as “restricted cash” on our consolidated balance sheet, and which released the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Asset-Based Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the Closing Date (the “Maturity Date”).

 

We incurred $1.5 million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $0.5 million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which were amortized through interest expense over the term of the Asset-Based Loan. The Asset-Based Loan contained customary covenants and restrictions, including, without limitation, covenants that required us to comply with applicable laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan.

 

The Asset-Based Loan accrued interest at the prime rate plus 8.0%, and interest payments were due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $0.3 million would be due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date.

 

On February 9, 2023, we entered into Amendment No. 2 to the Asset-Based Loan Agreement, pursuant to which we agreed to, among other things, to voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Asset-Based Loan Agreement and the lenders under the Asset-Based Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Asset-Based Loan Agreement. Amendment No.2 to the Asset-Based Loan Agreement also provided that we would make additional prepayments upon the occurrence of certain specified asset sales by the Company.

 

F-21
 

 

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Asset-Based Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Asset-Based Loan Agreement, in accordance with the terms of the Asset-Based Loan Agreement.

 

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% were due quarterly through October 2023.

 

Eyce Promissory Note

 

In March 2021, one of the Operating Company’s wholly-owned subsidiaries financed a portion of the consideration of 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. As of December 31, 2023, the Eyce Promissory Note was repaid in full, and there was no remaining balance on our condensed consolidated balance sheet.

 

Future Receivables Financings

 

On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. The total amount to be repaid under the initial Future Receivables Financings was approximately $4.5 million. In connection with the Future Receivables Financings, the Company granted the lenders security interests in Company’s accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders may file financing statements evidencing the security interests.

 

Secured Bridge Loan

 

On September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

 

Pursuant to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a six-month bridge loan of $2.2 million in new funds. Additionally, the Secured Bridge Loan Lender agreed to defer payments totaling $2,028,604 already owed by the Company under existing payment obligations and potentially defer up to an additional $2,655,778 which may become due pursuant to existing agreements during the term of the September 2023 Loan Agreement.

 

Subject to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral. Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September 2023 Loan Agreement.

 

Future Minimum Principal Payments

 

The following table summarizes future scheduled minimum principal payments of debt at December 31, 2023. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement.

 

(in thousands)                  
   Year Ending December 31, 
(in thousands)  2024   2025   2026   2027   2028   Total 
Asset-Based Loan  $—   $—   $—   $—   $—   $— 
DaVinci Promissory Note   —    —    —    —    —    — 
Eyce Promissory Note   —    —    —    —    —    — 
Future Receivables Financing   2,174    —    —    —    —    2,174 
Secured Bridge Loan   5,109    —    —    —    —    5,109 
Total  $7,283   $—   $—   $—   $—   $7,283 

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the year ended December 31, 2023.

 

F-22
 

 

Other Contingencies

 

We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities.]

 

See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 11—Incomes Taxes” for information regarding income tax contingencies.

 

NOTE 8. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

 

ERC Sale

 

As of December 31, 2022, we had recorded an Employee Retention Credit (“ERC”) receivable of $4.9 million within “Other current assets” on our consolidated balance sheets, and a corresponding amount was included in “Other income (expense), net” in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and Kim International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the ERC program.

 

Property and Equipment, net

 

The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization:

 

            
      As of December 31, 
(in thousands)  Estimated useful life  2023   2022 
Furniture, equipment and software  3 - 7 years  $8,570   $7,492 
Personal property  5 years   —    — 
Leasehold improvements  Lesser of lease term or 5 years   51    104 
Building  39 years   —    — 
Land      —    — 
Land improvements  15 years   —    — 
Work in process      411    679 
Property and equipment, gross      9,032    8,275 
Less: accumulated depreciation      6,556    4,313 
Property and equipment, net     $2,476   $3,962 

 

Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022 was approximately $2.2 million and $3.3 million, respectively.

 

F-23
 

 

Intangible Assets, Net

 

Identified intangible assets consisted of the following at the dates indicated below:

 

   As of December 31, 2022 
   Gross carrying amount   Accumulated amortization   Impairment Charge   Carrying value   Estimated useful life
   (in thousands) 
Design libraries  $8,710   $(1,010)  $(7,700)  $—   7-15 years
Trademarks and tradenames   6,915    (3,361)   (3,554)   —   5-15 years
Customer relationships   43,628    (4,666)   (38,962)   —   5-15 years
Other intangibles   753    (275)   (478)   —   5-15 years
Total finite-lived intangibles   60,006    (9,312)   (50,694)   —    
Trademarks   29,500    —    (29,500)   —   Indefinite
Total indefinite-lived intangibles   29,500    —    (29,500)   —    
   $89,506   $(9,312)  $(80,194)  $—    

 

We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows, management concluded that a triggering event occurred in the third quarter of 2022, based upon which we recorded an impairment charge related to our indefinite-lived intangible assets of $24.9 million. During the fourth quarter of 2022, we further concluded that the remaining $4.6 million balance of indefinite-lived intangibles was impaired. Based upon these assessments, we recorded a total impairment charge related to indefinite-lived intangibles of $29.5 million for the year ended December 31, 2022. We also recorded an impairment charge related to our goodwill balance, as described further below.

 

We did not acquire any additional intangible assets during the years ended December 31, 2023 and 2022. .

 

Amortization expense for intangible assets was approximately $0 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively.

 

Goodwill

 

We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Goodwill was assessed for impairment at the reporting unit level. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows of our Consumer Goods and Industrial Goods reporting units, management concluded that a triggering event occurred in the third quarter of 2022, requiring a quantitative impairment test of our goodwill for both of our reporting units. Based on this assessment, we concluded that the fair value of each of our two reporting units was below their respective carrying value, and goodwill was fully impaired for both reporting units during the year ended December 31, 2022.

 

Other Current Assets

 

The following table summarizes the composition of other current assets as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Other current assets:        
Employee retention credit (ERC) receivable  $—   $4,854 
VAT refund receivable (Note 2)   78    143 
Prepaid expenses   1,207    1,293 
Indemnification receivable, net   7    736 
Customs bonds   1,229    1,378 
Other   798    2,716 
Other current assets  $3,319   $11,120 

 

F-24
 

 

Accrued Expenses and Other Current Liabilities

 

The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Accrued expenses and other current liabilities:        
VAT payable (including amounts related to VAT matter described in Note 2)  $313   $2,809 
Contingent consideration   1,000    2,738 
Accrued employee compensation   861    3,812 
Amended Eyce APA   —    430 
Accrued expenses   499    818 
Refund liability (including accounts receivable credit balances)   68    329 
Accrued construction in progress (ERP)   —    170 
Sales tax payable   315    578 
Other   

—

    198 
Accrued expenses and other current liabilities  $3,056   $11,882 

 

Customer Deposits

 

For certain product offerings, 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, 2023 and 2022, respectively, were as follows:

 

(in thousands)  Customer Deposits 
Balance as of December 31, 2021  $7,924 
Increases due to deposits received, net of other adjustments   12,016 
Revenue recognized   (15,957)
Balance as of December 31, 2022  $3,983 
Increases due to deposits received, net of other adjustments   4,191 
Customer Overpayments   220 
Revenue recognized   (5,619)
Balance as of December 31, 2023  $2,775 

 

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, 2021  $282   $42   $324 
Other comprehensive income (loss)   (211)   358    147 
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)   —    (332)   (332)
Less: Other comprehensive (income) loss attributable to non-controlling interest   (16)   (68)   139 
Balance at December 31, 2022  $55   $—   $55 
Other comprehensive income (loss)   190    —    190 
Less: Other comprehensive (income) loss attributable to non-controlling interest   —    —    — 
Balance at December 31, 2023  $245   $—   $245 

 

Supplier Concentration

 

Our four largest vendors accounted for an aggregate of approximately 25.3% and 57.4% of our total purchases for the years ended December 31, 2023 and 2022, respectively We expect to maintain our relationships with these vendors.

 

F-25
 

 

Related Party Transactions

 

Nicholas Kovacevich, our former Chief Corporate Development Officer owns capital stock of Blum Holdings Inc. (“Blum”) and serves on the Blum board of directors. Net sales to Blum totaled approximately $0.4 million for the ended December 31, 2022. Total accounts receivable due from Blum were approximately $0.4 million as of December 31, 2023 and 2022, respectively. On February 8, 2023, we filed a lawsuit against Blum in Superior Court of California, Orange County, seeking to compel the repayment of Blum’s open balance due to us. As of the date of these financial statements were available to be issued, there has been a judgement received in favor of the Company.

 

Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.

 

Adam Schoenfeld, co-founder and a former director of the Company, has a significant ownership interest in one of our customers, Universal Growing. Net sales to Universal Growing were approximately less than $0.1 million for the year ended December 31, 2022. Total gross accounts receivable due from Universal Growing as of December 31, 2023 and 2022 were de minimis.

 

In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, with respect to the $8.0 million Bridge Loan. On June 30, 2022, we entered into the First Amendment to the Secured Promissory Note, which provided for the extension of the maturity date of the Secured Promissory Note from June 30, 2022 to July 14, 2022. On July 19, 2022, we fully repaid the Bridge Loan and as a result, all obligations under the Bridge Loan have been satisfied.

 

On July 19, 2022, Warehouse Goods entered into a Membership Interest Purchase Agreement and supporting documents (collectively, the “Sale Agreement”) with Portofino Partners LLC (“Portofino”) to sell the Company’s 50% stake in VIBES Holdings LLC for total consideration of $4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. Portofino is an entity partially controlled by Adam Schoenfeld. The Sale Agreement was approved by the affirmative vote of a majority of the disinterested members of the Board and the audit committee of the Board in accordance with the Company’s related party transactions policy. In addition, $2.4 million was transferred to Portofino.

 

Renah Persofsky, a director of the Company, is a member of the board of directors of Tilray Brands, Inc. (“Tilray”). Net sales to Tilray totaled approximately $2.2 million, for the year ended December 31, 2022, respectively.

 

NOTE 9. 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).

 

Effective August 9, 2022, we completed a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”), as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

 

Effective June 5, 2023, we completed a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock, as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

 

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

 

F-26
 

 

Non-Controlling Interest

 

As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented.

 

At-the-Market Equity Offering

 

In August 2021, we established an “at-the-market” equity offering program (the “ATM Program”) that provided for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC (“Cowen”), as the sales agent.

 

Sales of our Class A common stock under the ATM Program were 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 Capital Market or sales made to or through a market maker or through an electronic communications network.

 

Shares of our Class A common stock were issued pursuant to our shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022.

 

On April 18, 2022, we entered into Amendment No. 1 (the “ATM Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the ATM Amendment, approximately $37.3 million in shares remained available for issuance under the ATM Program.

 

Due to the untimely filing of certain of our Quarterly and Annual Reports, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets.

 

The table below summarizes sales of our Class A common stock under the ATM program:

 

($ in thousands) 

August 2021 (Inception) through

December 31, 2023

 
Class A shares sold*   97,262 
Gross proceeds  $12,684 
Fees paid to sales agent  $381 
Net proceeds  $12,303 

 

*After giving effect to the Reverse Stock Splits.

 

Common Stock and Warrant Offerings

 

June 2022 Offering

 

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of one share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase one share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable six months from the date of issuance at an exercise price equal to $5.00 per share of Class A common stock for a period of five years. Each June 2022 Pre-Funded Warrant was exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.002. The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million.

 

F-27
 

 

All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional 495,000 shares of our Class A common stock, for de minimis net proceeds.

 

October 2022 Offering

 

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A common stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units each consisted of one share of Class A common stock or a October 2022 Pre-Funded Warrant and two October 2022 Standard Warrants to purchase one share of our Class A common stock. The October 2022 units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $0.90 per share of Class A common stock for a period of seven years. Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

 

All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional 137,778 shares of our Class A common stock, for de minimis net proceeds.

 

July 2023 Offering

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $1.05 per share of Class A common stock for a period of five years. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.9 million.

 

As of the date of this Annual Report on Form 10-K, all July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional 1,911,000 shares of our Class A common stock subsequent to year end, for de minimis net proceeds.

 

In connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $50.00 and $9.00, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $1.05, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged.

 

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.

 

F-28
 

 

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)  2023   2022 
Numerator:        
Net loss  $(32,325)  $(182,226)
Less: Net loss attributable to non-controlling interests   150    (12,717)
Plus: Deemed Dividend on “October 2022 Standard Warrants”   (388)   - 
Net loss attributable to Class A common stockholders  $(32,563)  $(169,509)
Denominator:          
Weighted average shares of Class A common stock outstanding*   3,993    753 
Net loss per share of Class A common stock - basic and diluted*  $(8.16)  $(22.51)

 

*After giving effect to the Reverse Stock Splits.

 

The July 2023 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, 2023, beginning with their issuance date, as their stated exercise price of $0.001 was non-substantive and their exercise was virtually assured.

 

On June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in November 2022 at an exercise price per share of $9.00. The warrants expire on November 1, 2029. In connection with the amendment, the exercise price of the warrants was reduced to $1.05. The impact of the amendment resulted in a deemed dividend in the amount of $0.4 million. The deemed dividend was calculated by the change in fair value.

 

For the years ended December 31, 2023 and 2022, respectively, shares of Class B 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 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 under the two-class method have not been presented for the years ended December 31, 2023 and 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company as of December 31, 2023 and 2022.

 

NOTE 10. COMPENSATION PLANS

 

Amended and Restated 2019 Equity Incentive Plan

 

In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 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. At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the “Second Amended 2019 Plan”) which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan. Following the effect of the Reverse Stock Splits, the total number of shares of Class A common stock authorized for issuance is 110,000 shares as of December 31, 2023.

 

The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders.

 

On June 2, 2023, the Company’s stockholders approved a third amendment and restatement of the 2019 Plan (the “Third Amended Plan”). The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance under the Second Amended 2019 Plan by 209,862 shares to an aggregate of 319,862 shares. As of the date of this Annual Report on Form 10-K, we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares authorized under the Third Amended Plan.

 

F-29
 

 

Equity-Based Compensation Expense

 

Equity-based compensation expense is included within “salaries, benefits and payroll taxes” in our consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
Stock options - Class A common stock  $36   $1,098 
Restricted shares - Class A common stock   37    517 
Restricted stock units (RSUs) - Class A common stock   —    11 
Total equity-based compensation expense  $73   $1,626 

 

During the year ended December 31, 2022, we granted an aggregate of 129,106 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $2.52 per share to $20.00 per share, and vesting periods ranging from three months to four years. There were no options granted during the year ended December 31, 2023.

 

Total remaining unrecognized compensation expense as of December 31, 2023 was as follows:

 

   Remaining Unrecognized Compensation Expense December 31, 2023   Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized 
   (in thousands)   (in years) 
Stock options - Class A common stock  $—    0 
Restricted shares - Class A common stock   19    0.85 
Total remaining unrecognized compensation expense  $19      

 

The fair value of the stock option awards granted during the year ended December 31, 2022 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions:

 

Expected volatility (1)   100% - 100% 
Expected dividend yield (2)   — 
Expected term (3)   5.88 - 6.05 years 
Risk-free interest rate (4)   1.62% - 3.31% 

 

(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, 2023 and 2022 is as follows:

 

   Stock Options 
   Number of Options   Weighted-Average
Exercise Price		 
Outstanding as of December 31, 2021   265,947   $71.80 
Granted   129,106    9.34 
Exercised   —    — 
Forfeited   (167,201)   17.59 
Outstanding as of December 31, 2022   227,852   $58.88 
Granted   —    — 
Exercised   —    — 
Forfeited   (83,044)   — 
Outstanding as of December 31, 2023   144,808   $57.64 

 

The weighted-average grant date fair value of options granted for the year ended December 31, 2022 was $9.34. The total fair value of stock options vested during the years ended December 31, 2023 and 2022 was approximately $0.1 million and $2.1 million, respectively.

 

F-30
 

 

401(k) Plan

 

Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($23,000 for calendar year 2023). Participants are eligible to receive a matching contribution from us of 100% of the first 3% and 50% of the next 2% of contributions. Matching contributions, other than safe-harbor contributions, vest 33% per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100% vested as of the date of the contribution.

 

NOTE 11. INCOME TAXES

 

As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company was generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company was also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in addition to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income.

 

Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s U.S. income and expenses will be included in our US and state tax returns.

 

The Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $(30,325)  $(172,997)
Foreign  $(2,000)  $(9,242)
Total  $(32,325)  $(182,239)

 

Income Tax Expense

 

The income tax (benefit) expense for the years ended December 31, 2023 and 2022 consisted of the following:

 

(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
Current tax (benefit) expense                                        
Current year  $—   $—   $—   $—   $—   $(13)  $—   $(13)
Total current year   —    —    —    —    —    (13)   —    (13)
Deferred tax (benefit) expense                                        
Current year   (5,991)   (500)   (1,798)   (8,289)   (31,475)   (2,311)   (10,368)   (44,154)
Change in valuation allowance   5,743    500    1,219    

7,462

    36,867    2,311    13,523    52,701 
Change in tax rate   —    —    780    780    72    —    (344)   (272)
Tax conversion of Operating Company   —    —    —    —    2,990    —    1,022    4,012 
Up-C consolidation   —    —    —    —    (10,097)   —    (3,440)   (13,537)
KushCo merger or true ups   248    —    (201)   47    1,643    —    (393)   1,250 
Total deferred tax (benefit) expense   —    —    —    —    —    —    —    — 
Income tax (benefit) expense  $—   $—   $—   $—   $—   $(13)  $—   $(13)

 

F-31
 

 

A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
Expected federal income tax (benefit) expense at statutory rate  $(6,788)  $(38,270)
State tax expense, net of federal benefit   (1,605)   (8,688)
Loss attributable to non-controlling interests   4   2,121 
Change in valuation allowance   

7,462

    52,701 
Tax conversion of Operating Company   —    4,012 
Up-C consolidation   —    (13,537)
KushCo merger   —    1,250 
Change in tax rates        

—

 
Prior year true-ups   227    — 
Other, net   700   398 
Income tax (benefit) expense  $—   $(13)

 

Deferred Tax Assets and Liabilities

 

The components of deferred tax assets and liabilities were as follows:

 

           
   As of December 31, 
(in thousands)  2023   2022 
Deferred tax assets:          
Goodwill and other intangible assets  $36,018   $36,841 
Fixed assets   

943

    1,590 
Inventory   2,854    5,858 
Allowance for doubtful accounts   833    833 
Operating lease liability   164    862 
Equity-based compensation   2,576    2,576 
Business interest carryforward   6,897    5,342 
Net operating loss carryforwards   67,667    57,136 
Other   411    576 
Total deferred tax assets   118,363    111,614 
Valuation allowance   (118,262)   (110,799)
Net deferred tax assets   101    815 
Deferred tax liability:          
Right of use assets   (101)   (815)
Basis difference in investment in the Operating Company   —    — 
Total deferred tax liabilities   (101)   (815)
Net deferred tax assets and liabilities  $—   $— 

 

We had approximately $240.2 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 $235.0 of State net operating loss carryforwards that begin expiring in 2038, $14.9 million of Dutch net operating loss carryforwards that begin expiring in 2029, and $0.2 million Canadian net operating loss carryforwards that begin expiring in 2026. Their utilization is limited to our future taxable income. We have not completed our evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules. Due to the fact that there is a full valuation allowance and losses being generated in the current year, any limitation based on the code would not have a material impact on the net deferred tax asset balance. In addition, the deduction for business interest is limited to 30 percent of taxable income (the “Section 163(j) limitation”). The interest that is not deductible due this limitation is carried forward to subsequent years and subject to the next years Section 163(j) limitation. At December 31, 2023 we had $26.2 million of business interest carryforwards, which includes $17.6 million from the KushCo merger. The utilization of the business interest carryforward from the KushCo merger may be further limited by the application of the Section 382 rules.

 

F-32
 

 

During the years ended December 31, 2023 and 2022, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $0 as of December 31, 2023 and 2022, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce the provision for income taxes.

 

We do not record U.S. income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based upon our intention to permanently reinvest undistributed earnings into working capital and further expansion of existing operations outside the United States. In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences.

 

Uncertain Tax Positions

 

For the year ended December 31, 2023 and 2022, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2019 – 2023. As of the date these financial statements were issued, there were not any ongoing income tax audits.

 

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, 2023 and 2022.

 

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, 2023 and 2022, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA. 

 

NOTE 12. SEGMENT REPORTING

 

We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO.

 

We determined we had two operating segments as of December 31, 2023, which are the same as our reportable segments: (1) Consumer Goods, and (2) Industrial Goods. These operating segments align with how we manage our business as of the fourth quarter of 2023. The accounting policies of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies.”

 

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, such as Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.

 

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

 

F-33
 

 

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, 2023 and 2022. There were no material intersegment sales during the years ended December 31, 2023 and 2022.

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   For the Year Ended December 31, 2023   For the Year Ended December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Net sales  $28,737   $36,636   $65,373   $48,134   $88,951   $137,085 
Cost of sales   18,754    28,793    47,547    38,531    73,571    112,102 
Gross profit  $9,983   $7,843   $17,826   $9,603   $15,380   $24,983 

 

The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   As of December 31, 2023   As of December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Accounts receivable, net  $642   $1,051   $1,693   $967   $5,501   $6,468 
Inventories, net  $8,881   $11,648   $20,529   $19,259   $21,384   $40,643 
Vendor deposits  $1,958   $1,807   $3,765   $3,269   $3,027   $6,296 

 

The following table sets forth our net sales by major product category:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
Industrial Vape Products  $26,803   $53,664 
Other Industrial Products   8,733    35,287 
Consumer Products - Greenlane Brands   5,072    15,063 
Consumer Products - 3rd Party Brands   24,765    33,071 
Total net sales  $65,373   $137,085 

 

The following table sets forth net sales disaggregated by geography:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $58,539   $126,333 
Canada   1,291    5,810 
Europe   5,543    4,942 
Total net sales  $65,373   $137,085 

 

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:

 

(in thousands)  2023   2022 
   As of December 31, 
(in thousands)  2023   2022 
United States  $4,255   $7,077 
Canada   4    48 
Europe   153    279 
Total long-lived assets  $4,412   $7,404 

 

See “Note 8—Supplemental Financial Statement Information” for goodwill by reportable segment.

 

NOTE 13. SUBSEQUENT EVENTS

 

On May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets related to the Eyce and DaVinci brands. In consideration for the acquisition, all parties entered into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment agreements. The updated date of maturity will be through July 2024.

 

From January 1, 2024 through July 18, 2024, the Company issued 1,911,000 shares of Class A common shares in connection with the exercise of the remaining penny warrants as discussed in Note 9 of these consolidated financial statements.

 

On January 16, 2024, the Company issued 184,000 shares of Class A common shares in connection with a consulting agreement which had a market value of approximately $88,000 on the date of issuance.

 

In May 2024, the Company entered into an agreement with a group of individuals to sell 100% equity interests of one of the Company’s wholly-owned subsidiaries, Shavita B.V. and substantially all of the assets of ARI Logistics B.V. As of the date that these financial statements were available to be issued, the transaction was not officially closed as there was pending consideration to be transferred to the Company.

 

F-34
 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of December 31, 2023.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial and Legal Officer, to allow timely decisions regarding required disclosure.

 

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial and Legal Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2023 due to the material weaknesses identified and described below.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management, including our Chief Executive Officer and Chief Financial and Legal Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Legal Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this evaluation, our Chief Executive Officer and Chief Financial and Legal Officer have concluded that as of December 31, 2023, the Company has not maintained effective internal control over financial reporting due to the material weaknesses identified and described below.

 

Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

 

58
 

 

Material Weaknesses

 

As previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, we began implementing a remediation plan to address the material weaknesses identified in the prior year, and our management continues to be actively engaged in the remediation efforts.

 

Among the previously reported design and operating deficiencies which contributed to material weaknesses in our control activities, management noted ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel. While certain compensating control activities have been designed and implemented to mitigate the risks related to ineffective user access controls, these compensating control activities are not expected to operate at a level of precision that would prevent or detect a misstatement that could be material.

 

Control Environment

 

We did not maintain an effective control environment to enable the identification and mitigation of risks of material accounting errors and ensure corrective activities were appropriately applied, prioritized, and implemented in a timely manner.

 

Risk Assessment

 

As part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2023 to design an effective risk assessment, which was not completed or fully implemented in order to identify and mitigate key business and financial reporting risks to the organization. Control deficiencies were identified which constitute material weaknesses relating to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, (iii) considering the potential for fraud in assessing risks to the achievement of objectives, and (iv) identifying and assessing changes that could significantly impact the system of internal controls.

 

Control Activities

 

As part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2023 to design and implement control activities, however, design efforts relating to control activities were not fully implemented. Control deficiencies were identified associated with control activities. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives, (ii) selecting and developing general control activities over technology to support the achievement of objectives, and (iii) deploying control activities through policies that establish what is expected and procedures that put policies into action.

 

The following design and operating deficiencies, individually and in the aggregate, contributed to material weaknesses in our control activities, including:

 

●Lack of direct and precise journal entry review
●Ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel, including systems and data used in financial close and reporting

 

Information and Communication

 

We did not implement effective information and communication control activities. A control deficiency was identified which constitutes a material weakness relating to information technology controls, which includes information security, systems change management and computer operations for systems and applications that are critical to processing financial transactions and capturing and reporting information in the financial reporting process. These ineffective information technology controls contributed to ineffective data validation of spreadsheets and system-generated reports utilized in the preparation of the financial statements and disclosures.

 

Monitoring

 

We did not implement effective monitoring activities. Control deficiencies were identified which constitute material weaknesses, individually and in the aggregate, relating to: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

 

59
 

 

Remediation Plan and Status

 

Changes in Internal Control Over Financial Reporting

 

As discussed above, in 2021 we began a multi-year implementation of a new ERP system which fully replaced our legacy financial systems in 2024. The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information, improve data management and provide timely information to our management team.

 

There were no other changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

60
 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Officers

 

As of the date of this Report, our directors and executive officers are as follows:

 

Name   Age(1)   Title   Director Since
Barbara Sher   56   Chief Executive Officer   —
Lana Reeve   57   Chief Legal and Finance Officer   —
Donald Hunter   67   Chairman of the Board of Directors   2021
Renah Persofsky   66   Independent Director   2022
Aaron LoCascio   39   Director   2018

 

(1) Age as of July 18, 2024.

 

Barbara Sher: Ms. Sher has previously served as our Chief Operations Officer beginning in November 2023 and was appointed Chief Executive Officer in May 2024. She brings over 20 years of experience in senior executive roles at both large and small and public and private companies. Ms. Sher has served as SVP of Customer Experience at the Company since June 2022, and previously served as Senior Vice President of Retail Sales at Newfold Digital, Inc., Vice President of Business Development at Newfold Digital, Inc., and as Vice President of Business Development at Web.com. Ms. Sher received her MBA from Seton Hall University and her B.A. in communications from The College of New Jersey.

 

Lana Reeve: Ms. Reeve has served as our Chief Financial and Legal Officer since December 2022. Ms. Reeve brings over 25 years of experience in senior legal and finance roles at both large and small and public and private companies. Prior to her current role, Ms. Reeve previously served as President and Chief Legal Officer at Authentys, Inc., Senior Vice President, Legal M&A at RealPage, Inc., and Executive Vice President, Finance and Legal, and Chief Legal Officer at NWP Services Corporation. Ms. Reeve received her J.D. from Santa Clara University School of Law and her B.S. in business and finance from San Jose State University.

 

Donald Hunter: Mr. Hunter has served as a director since the merger with KushCo in August 2021 and previously served as a director of KushCo from February 2018 until the closing of the merger. Since 2007, Mr. Hunter has served as principal at Donald Hunter, LLC, a consulting practice that assists private equity firms and entrepreneurs to enhance the value of their technology companies. He previously served as Chief Operating Officer and Chief Financial Officer of Harbor Global Company Limited, a publicly traded investment management, natural resources, and real-estate company from 2000 through 2006, and as a senior executive at The Pioneer Group, Inc. from 1988 through 2000, with responsibility for international start-up companies. Mr. Hunter began his career at the General Electric Company, where he was a member of the corporate audit staff and a graduate of its Financial Management Training Program. Since 2013, Mr. Hunter has served as a member of the board of directors of The LGL Group, Inc. (“LGL”), an NYSE-listed frequency and spectrum control engineering and manufacturing company, and also serves as the Chairman of the LGL Audit Committee and a member of its Nominating Committee, and formerly served on its Compensation Committee. Previously, Mr. Hunter served as a member of the board of directors, Chairman of the Audit Committee and member of the Nominating Committee of Juniper Pharmaceuticals, a Nasdaq-listed specialty pharmaceuticals company, from March 2014 through March 2016, and a member of the board of directors of LICT Corporation, a holding company with subsidiaries in telecommunications and multimedia, from June 2014 through June 2015. Mr. Hunter qualifies as a financial expert under the applicable rules of the SEC and is an active member of the National Association of Corporate Directors. He holds a Bachelor of Science, magna cum laude, and an MBA with high honors from Boston University. Mr. Hunter’s more than 25 years of public company experience and knowledge of corporate governance, SEC reporting, internal controls, international operations and mergers and acquisitions matters led to his appointment as director.

 

Renah Persofsky: Ms. Persofsky has served as a director since April 2022. Ms. Persofsky has served as the Chief Executive Officer of Strajectory Corp. since 2010 and was an Executive Consultant of Canadian Imperial Bank of Commerce from 2011 to 2021. Since October 2017 Ms. Persofsky has served as the Vice Chairwoman and Lead Director of Tilray Inc. (Nasdaq: TLRY) (previously Aphria Inc.) and has served as the Executive Chairwoman of Green Gruff Inc. since July 2019. Ms. Persofsky is also currently a Board Member of K.B. Recycling Ltd., (Alkemy) and Hydrofarm Holdings Group (Nasdaq: HYFM). Ms. Persofsky has also previously served as an Executive Consultant to many iconic brands including Tim Hortons, Canadian Tire, Canada Post and Interac, and was an Executive Officer of the Bank of Montreal. She previously co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a Special Advisor to the Minister of Foreign Affairs and Trade. Ms. Persofsky’s extensive public company board experience and governance and management experience led to her appointment to the Board.

 

Aaron LoCascio: Mr. LoCascio, our co-founder, has served as a director since May 2018, served as our President from August 2021 until December 2021, served as our Chief Executive Officer from May 2018 until August 2021 and served as the Chief Executive Officer of Greenlane Holdings, LLC from its inception in 2007 until August 2021. He received his Associate’s degree in Accounting from Valencia Community College. Mr. LoCascio brings to the board extensive executive leadership experience, industry relationships and knowledge, and, through his position as our co-founder and as our former Chief Executive Officer and President, he will use his full range of skills and perspective to further our success.

 

Family relationships

 

There are no family relationships among any of our executive officers or directors.

 

Audit Committee

 

The Audit Committee is comprised of Ms. Persofsky and Mr. Hunter. Mr. Hunter is the chair of the Audit Committee, and Mr. Hunter qualifies as an “audit committee financial expert” as that term is defined by the applicable regulations of the Securities and Exchange Commission (the “SEC”). The Board as determined that each of the directors serving on our Audit Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards.

 

61
 

 

Code of Conduct and Ethics

 

Our Board has established a code of conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

 

  ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
     
  ● full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
     
  ● compliance with applicable laws, rules and regulations;
     
  ● prompt internal reporting of violations of the code to appropriate persons identified in the code; and
     
  ● accountability for adherence to the code of business conduct and ethics.

 

Any waiver of the code of conduct and ethics for our executive officers or directors must be approved by our Board or a committee of our Board, and any such waiver shall be promptly disclosed to stockholders as required by law and Nasdaq regulations.

 

Stockholder Nomination Procedures

 

As of the date of this Report, there have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file.

 

Based on our review of the copies of such forms, and/or on written representations from the reporting persons that they were not required to file a Form 5 for the fiscal year, we believe that these filing requirements were satisfied by the reporting persons during the fiscal year ended December 31, 2023; except for one Form 4 filed with the SEC on May 30, 2023, by Craig Snyder, our former Chief Executive Officer, related to Class A Common Stock acquired by Mr. Snyder on May 22, 2023.

 

ITEM 11. EXECUTIVE COMPENSATION

 

COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller reporting companies under SEC rules. Our named executive officers (“NEOs”) for the year ended December 31, 2023 were Barbara Sher, our current Chief Executive officer, Nicholas Kovacevich, our former Chief Corporate Development Officer, Craig Snyder, our former Chief Executive Officer, Lana Reeve, our Chief Financial and Legal Officer, William Mote, our former Chief Financial Officer, and Darshan Dahya, our former Chief Accounting Officer.

 

The compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation. Bonus awards for 2023 and 2022 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.

 

62
 

 

The following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2023 and 2022.

 

Summary Compensation Table

 

Name and Principal Position  Year  Salary   Bonus   Option Awards(1)   Stock Awards(1)   All Other Compensation   Total 
Nicholas Kovacevich(2) Former Chief Corporate Development Officer  2023  $97,692   $260,000   $—   $—   $219,700   $577,392 
   2022  $392,308   $92,000   $240,000   $240,000   $32,143   $996,451 
Barbara Sher(7) Chief Operating Officer  2023  $21,290   $—   $—   $—    —   $21,290 
   2022   —    —    —    —    —    0 
Craig Snyder(3) Former Chief Executive Officer  2023  $341,442   $97500   $—   $—    —   $438,942 
   2022  $214,904   $10,000   $100,000   $150,000    —   $474,904 
Darshan Dahya(4) Former Chief Accounting Officer  2023   —    —    —    —    —    — 
   2022  $219,675    —   $120,000   $145,000    —   $484,675 
William Mote(5) Former Chief Financial Officer  2023   —    —    —    —    —    — 
   2022  $132,671   $113,057   $136,000   $136,000   $181,228   $698,956 
Lana Reeve(6) Chief Financial and Legal Officer  2023  $270,899.65    —    —   $—    —   $270,899.65 
   2022  $13,462    —    —   $     —   $13,462 

 

(1) Represents the grant date fair value determined in accordance with FASB ASC Topic 718.

 

(2) Mr. Kovacevich stepped down from his position as Chief Executive Officer of the Company effective December 31, 2022 and was appointed Chief Corporate Development Officer of the Company effective January 1, 2023.

 

(3) Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and subsequently stepped down in May 2024.

 

(4) Mr. Dahya stepped down from his position as Chief Accounting Officer of the Company effective December 31, 2022. Mr. Dahya did not join the Company until April 2022. At the time of his resignation, $12,500 of Mr. Dahya’s stock awards reflected in the table above had vested and none of his option awards had vested. All of Mr. Dahya’s unvested awards were forfeited in connection with his resignation.

 

(5) Mr. Mote stepped down from his position as Chief Financial Officer of the Company effective May 17, 2022. In connection with his resignation, Mr. Mote entered into a Separation and General Release Agreement with Warehouse Goods (as defined below) on May 16, 2023, which provided for a cash severance payment totaling $218,418.87, representing six months’ salary, fifty percent of Mr. Mote’s pro-rated bonus eligibility for 2022, and COBRA payments for six months. None of Mr. Mote’s equity awards granted in 2022 and reflected in the table above had vested prior to his resignation. All of Mr. Mote’s unvested awards were forfeited in connection with his resignation.

 

(6) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

 

(7) Ms. Sher was appointed Chief Operations Officer of the Company effective November 14, 2023 and subsequently named Chief Executive Offering in May 2024.

 

63
 

 

Outstanding Equity Awards at Fiscal Year-End December 31, 2023

 

The following table presents information about our NEO’s outstanding equity awards as of December 31, 2023.

 

Name  Number of Securities Underlying Unexercised Options Exercisable   Number of Securities Underlying Unexercised Options Unexercisable   Option Exercise Price   Option Expiration Date   Number of Shares That Have Not Vested   Market Value of Shares That Have Not Vested(1) 
Barbara Sher(1) Chief Executive Officer   100    —   $39    7/1/2032    —    — 
                               
Lana Reeve(2) Chief Financial and Legal Officer   —    —    —    —    —   — 
                               
Craig Snyder (3) Former Chief Executive Officer   10,658    10,658   $11.50    3/28/2032    5,797   $1,639 

 

Market value of shares reflects the number of shares multiplied by $0.2828 per share, which was the closing price of our Class A Common Stock on the Nasdaq Capital Market on July 17, 2024.

 

(1) Ms. Sher was previously Chief Operating Officer and appointed Chief Executive Officer effective May 25, 2024.

 

(2) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

 

(3) Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and resigned in May 2024.

 

Employment Agreements

 

On December 6, 2022, Warehouse Goods LLC, our wholly owned subsidiary (“Warehouse Goods”) entered into an employment agreement with Lana Reeve, our Chief Financial and Legal Officer. On November 14, 2023, Warehouse Goods entered into an Executive Employment Agreement with Barbara Sher, our Chief Operations Officer. Pursuant to these employment agreements, Ms. Reeve and Ms. Sher currently are entitled to following compensation:

 

Name and Principal Position  Annual Base Salary   Annual Bonus

Barbara Sher

Chief Executive Officer(1)

  $300,000   Up to 60% of base salary based upon the attainment of one or more performance goals

Lana Reeve

Chief Financial and Legal Officer(3)

  $300,000   Up to 60% of base salary based upon the attainment of one or more performance goals

 

(1) Ms. Sher was formerly the Chief Operating Officer and appointed Chief Executive Officer of the Company effective May 25, 2024

 

(2) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

 

Ms. Reeve and Ms. Sher’s employment agreements provides for an original term of up to one year. Each of Ms. Reeve and Ms. Sher’s employment agreements also provide for automatic one-year extensions unless either party gives written notice of termination not less than 60 days prior to the termination of the then-current term. Ms. Reeve and Ms. Sher are entitled to the annual compensation described above and are eligible to receive an annual incentive bonus. Ms. Reeve and Ms. Sher’s performance against this bonus are determined by company performance and individual performance. For Ms. Reeve and Ms. Sher, the weighting is 60% company and 30% individual calculated upon the base salary as shown above. During the term of employment, Ms. Reeve and Ms. Sher are entitled to participate in all employee benefit plans and programs made available to our employees generally, subject to the eligibility and participation restrictions of each such plan or program and entitled to reimbursement for all reasonable business expenses incurred in connection with carrying out their respective duties.

 

Pursuant to their employment agreements, Ms. Reeve and Ms. Sher may terminate their employment at any time without cause. Ms. Reeve and Ms. Sher are terminable by us at any time: (i) without cause; (ii) for cause (as defined in each of Ms. Reeve and Ms. Sher’s employment agreements); (iii) in the event of death; or (iv) in the event of disability that cannot be accommodated under the requirements of law. Upon termination of Ms. Reeve’s or Ms. Sher’s employment agreements, neither party shall have any further obligation except for obligations accruing prior to the date of termination. If terminated without cause, Ms. Reeve and Ms. Sher are entitled to receive his or her base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of such date. If terminated without cause, Ms. Reeve and Ms. Sher are also entitled to severance equal nine months of their base salary in effect on the date of termination. In addition, if terminated without cause, Ms. Reeve and Ms. Sher are entitled to a cash payment equal to the applicable COBRA premium payments that would be payable by Ms. Reeve and Ms. Sher to continue their Company-provided healthcare services for themselves and any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively, the “COBRA Payment”). If terminated without cause, Ms. Reeve and Ms. Sher are entitled a COBRA Payment equal to four months of coverage under the Company Healthcare Plan.

 

Pursuant to their employment agreements, Ms. Reeve and Ms. Sher are subject to customary confidentiality restrictions and work-product provisions, and Ms. Reeve and Ms. Sher are subject to customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

 

We do not currently maintain any retirement plans, other than matching 401(k) plans, for our executives or other employees.

 

Director Compensation

 

For the fiscal year ended December 31, 2023, each of our independent directors received a base annual fee of $60,000, paid in quarterly installments. In consideration for their attendance at meetings of the Board exceeding the 10 designated Board meetings, Messrs. Hunter, Uttz and Taney received an additional fee of $10,000 and Messrs. LoCasio and Schoenfeld and Ms. Persofsky received an additional fee of $5,000. Additionally, as compensation for serving as the chair of the Board or the chair of a Board committee, Messrs, Taney and Hunter and Ms. Persofsky received a base annual fee of $16,000, paid in quarterly installments. As compensation for serving on our Board, each independent director then serving also received an award of 53,996 restricted shares of Class A Common Stock and 69,450 options to buy shares of Class A Common Stock on January 5, 2022. Upon her appointment to the Board, Ms. Persofsky received 113,636 restricted shares of Class A Common Stock and 145,079 options to buy shares of Class A Common Stock on April 11, 2022. In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Mr. Snyder does not receive any additional compensation for his service on the Board.

 

The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC rules and the JOBS Act.

 

Director Compensation Table

 

The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2023, other than Mr. Snyder, who received no separate compensation for his service as a director. For information related to the compensation of Mr.Snyder, please refer to “Executive Officer Compensation — Summary Compensation Table.”

 

Name  Fees Paid in Cash   Awards(1)   Total 
Donald Hunter  $86,000   $100,000   $186,000 
Aaron LoCascio  $65,000   $100,000   $165,000 
Renah Persofsky  $62,000   $100,000   $162,000 
Adam Schoenfeld(2)  $65,000   $100,000   $165,000 
Richard Taney(3)  $86,000   $100,000   $186,000 
Gina Collins  $—   $—   $— 
Jeff Uttz  $86,000   $100,000   $186,000 

 

(1) Represents the aggregate grant date fair value of restricted shares of Class A Common Stock and options to buy shares of Class A Common Stock granted on January 5, 2022 (April 11, 2022 with respect to Ms. Persofsky) computed in accordance with FASB ASC Topic 718.

 

(2) Mr. Schoenfeld resigned from the Board effective January 6, 2023.

 

(3) Mr. Taney resigned from the Board effective January 6, 2023.

 

(4) Mr. Uttz resigned from the Board effective October 13, 2023.

 

64
 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

PRINCIPAL STOCKHOLDERS

 

The following table sets forth certain information as of July 18, 2024, regarding the beneficial ownership of shares of our Class A Common Stock (including shares issuable upon the exercise or conversion of securities that entitle the holders thereof to obtain Class A Common Stock upon exercise or conversion in accordance with the terms thereof) by (a) each of our directors, (b) each of our executive officers, (c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of our Class A Common Stock. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and dispositive power with respect to such shares. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

 

Unless otherwise indicated, the address of each person listed below is c/o Greenlane Holdings, Inc. 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487.

 

Name  Number of
Shares of
Class A
Common
Stock
Beneficially
Owned		   % of All
Class A
Common
Stock
Shares(1)		 
         
Donald Hunter(2)   899    

1,041

 
Renah Persofsky(3)   725    * 
Aaron LoCascio (4)   422    * 
Barbara Sher(5)   100    * 
Lana Reeve   0    * 
All executive officers, directors and director nominees as a group (5 people)   2,146    * 
Greater than 5% Beneficial Owners          
Armistice Capital, LLC (6)   381,044    6.5%
Hudson Bay Capital Management LP (7)   294,806    5.0%

 

(1) Based on an aggregate of 5,821,359 shares of our Class A Common Stock outstanding as of July 18, 2024.
(2) Includes 899 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.
(3) Includes 725 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.
(4) Includes 422 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.
(5 ) Includes 100 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024
(6) Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 14, 2024 reporting beneficial ownership as of December 31, 2023, Armistice Capital, LLC possess shared voting shared dispositive power over 381,044 shares. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the shares, and pursuant to an Investment Management Agreement, Armistice Capital, LLC exercises voting and investment power over the securities of held by the Master Fund and thus may be deemed to beneficially own the securities held by the Master Fund. Steven Boyd, as the managing member of Armistice Capital, LLC, may be deemed to beneficially own the securities held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital, LLC.
(7) Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 5, 2024 reporting beneficial ownership as of December 31, 2023, Hudson Bay Capital Management LP (the “Investment Manager”) and Sander Gerber possess shared voting shared dispositive power over 294,806 shares. Includes 294,806 shares of Class A Common Stock issuable upon exercise of warrants. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd. and Hudson Bay Fund LP, in whose name the securities are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Class A Common Stock, subject to a 9.99% ownership blocker, if any, underlying the securities held by Hudson Bay Master Fund Ltd. and Hudson Bay Fund LP. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Related Party Transaction Policy

 

Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons under which:

 

●any related-person transaction must be reviewed and approved or ratified by the Audit Committee, or the chair of the Audit Committee in the event management decides it is not practicable or desirable to wait until the next committee meeting; and

 

●management must periodically inquire of directors and officers with respect to any potential related-person transaction of which they may be a party or of which they may be aware.

 

●any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the Board or recommended by the compensation committee to the Board for its approval.

 

In connection with the review and approval or ratification of a related-person transaction:

 

●management must disclose to the Audit Committee or the chair of the Audit Committee, (i) the basis on which the person is a related person; (ii) the material facts of the related-party transaction, including the proposed aggregate value of such transaction or, in the case of indebtedness, the amount of principal and interest that would be involved and other principal terms of such indebtedness; (iii) the benefits to the Company of the proposed related-party transaction; (iv) if applicable, the availability of other sources of comparable products or services; and (v) an assessment of whether the proposed related-party transaction is on terms that are comparable to the terms available to an unrelated third party or to employees unrelated third parties or to employees generally. The Audit Committee may seek bids, quotes or independent valuations from third parties in connection with assessing any related-person transaction; and

 

●to the extent required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, management must ensure that the related-person transaction is disclosed in accordance with such acts and related rules.

 

In addition, the related-person transaction policy provides that from time-to-time Audit Committee shall review any previously approved or ratified related-party transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $75,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Audit Committee shall determine if it is in the best interests of the Company and its stockholders to continue, modify or terminate the related-person transaction.

 

65
 

 

Related Party Transactions

 

Operating Agreement

 

We operate our business through Greenlane Holdings, LLC and its subsidiaries. The operations of Greenlane Holdings, LLC, are set forth in the Greenlane Holdings, LLC’s Fourth Amended and Restated Operating Agreement, which we refer to as the “Operating Agreement.” As of December 31, 2023, we are the sole member of Greenlane Holdings, LLC and hold all of the outstanding common units in Greenlane Holdings, LLC.

 

Appointment as Manager

 

We are the sole manager of Greenlane Holdings, LLC. As the manager, we control all of the day-to-day business affairs and decision-making of Greenlane Holdings, LLC. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Greenlane Holdings, LLC and the day-to-day management of Greenlane Holdings, LLC’s business.

 

Compensation

 

We are not entitled to compensation for our services as the manager. We are entitled to reimbursement by Greenlane Holdings, LLC for all fees and expenses incurred on behalf of Greenlane Holdings, LLC, including all expenses associated with this offering and maintaining our corporate existence, and all fees, expenses and costs of being a public company (including expenses incurred in connection with public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses) and maintaining our corporate existence, including all costs of maintaining our Board and committees of the board, executive compensation and certain insurance policies.

 

Distributions

 

The Operating Agreement requires “tax distributions,” as that term is defined in the Operating Agreement, to be made by Greenlane Holdings, LLC to its “members,” as that term is defined in the Operating Agreement. Tax distributions will be made at least annually based on such member’s allocable share of the taxable income of Greenlane Holdings, LLC and at a commencing tax rate equal tothe highest effective marginal combined federal, state and local income tax rate applicable to corporate or individual taxpayers that may potentially apply to any member for the relevant period taking into account (i) any deductions pursuant to Section 199A of the Code, and (ii) the character of the relevant tax items (e.g., ordinary or capital), as we, as the sole manager of Greenlane Holdings, LLC, reasonably determine. For this purpose, the taxable income of Greenlane Holdings, LLC, and our allocable share of such taxable income, shall be determined without regard to any tax basis adjustments that result from our deemed or actual purchase of Common Units from the members (as described below under “— Tax Receivable Agreement”). The tax rate used to determine tax distributions will apply regardless of the actual final tax liability of any such member. Tax distributions will also be made only to the extent all distributions from Greenlane Holdings, LLC for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above. The Operating Agreement also allows for distributions to be made by Greenlane Holdings, LLC to its members on a pro rata basis out of “distributable cash,” as that term is defined in the Operating Agreement. We expect Greenlane Holdings, LLC may make distributions out of distributable cash periodically to the extent permitted by the agreements governing its indebtedness and as required by Greenlane Holdings, LLC for its capital and other needs, such that we in turn are able to make dividend payments, if any, to the holders of our Class A Common Stock.

 

Dissolution

 

The Operating Agreement provides that the decision of the manager will be required to voluntarily dissolve Greenlane Holdings, LLC. In addition to a voluntary dissolution, Greenlane Holdings, LLC will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay all expenses of winding up Greenlane Holdings, LLC; and (ii) second, to pay all debts and liabilities and obligations of Greenlane Holdings, LLC.

 

Indemnification and Exculpation

 

The Operating Agreement provides for indemnification for all expenses, liabilities and losses reasonably incurred by any person by reason of the fact that such person is or was a member or is or was serving at the request of Greenlane Holdings, LLC as the manager, an officer, an employee or an agent of Greenlane Holdings, LLC; provided, however, that there will be no indemnification for actions made not in good faith or in a manner which the person did not reasonably believe to be in or not opposed to the best interests of Greenlane Holdings, LLC, or, with respect to any criminal action or proceeding other than by or in the right of Greenlane Holdings, LLC, where the person had reasonable cause to believe the conduct was unlawful, or for breaches of any representations, warranties or covenants by such person or its affiliates contained in the Operating Agreement or in other agreements with Greenlane Holdings, LLC.

 

We, as the manager, and our affiliates, will not be liable to Greenlane Holdings, LLC for damages incurred by any acts or omissions as the manager, provided that the acts or omissions of these exculpated persons are not the result of fraud, intentional misconduct, knowing violations of law, or breaches of the Operating Agreement or other agreement with Greenlane Holdings, LLC.

 

66
 

 

Tax Receivable Agreement

 

In connection with our initial public offering we entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Greenlane Holdings, LLC and each of the members of Greenlane Holdings, LLC. We expect to obtain an increase in our share of the tax basis of the assets of Greenlane Holdings, LLC when a member receives cash or shares of our Class A Common Stock in connection with a redemption or exchange of such member’s Common Units for Class A Common Stock or cash (such basis increase, the “Basis Adjustments”). We intend to treat such acquisition of Common Units as a direct purchase by us of Common Units or net capital assets from a member for U.S. federal income and other applicable tax purposes, regardless of whether such Common Units are surrendered by a member to Greenlane Holdings, LLC for redemption or sold to us upon the exercise of our election to acquire such Common Units directly. Basis Adjustments may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

 

The Tax Receivable Agreement provides for the payment by us to such persons of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result ofthe Transactions described above, including increases in the tax basis of the assets of Greenlane Holdings, LLC arising from such Transactions, and tax basis increases attributable to payments made under the Tax Receivable Agreement and deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable Agreement. Greenlane Holdings, LLC will have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange of Common Units for shares of our Class A Common Stock or cash occurs. These Tax Receivable Agreement payments are not conditioned upon any continued ownership interest in either Greenlane Holdings, LLC or us by any member. The rights of each member under the Tax Receivable Agreement are assignable by each member with our consent, which we may not unreasonably withhold, so long as the assignee joins as a party to the Tax Receivable Agreement. We expect to benefit from the remaining 15% of tax benefits, if any, that we may actually realize.

 

The actual Basis Adjustments, as well as any amounts paid to the members under the Tax Receivable Agreement, will vary depending on a number of factors, including:

 

●the timing of any subsequent redemptions or exchanges — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Greenlane Holdings, LLC at the time of each redemption or exchange;

 

●the price of shares of our Class A Common Stock at the time of redemptions or exchanges — the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A Common Stock at the time of each redemption or exchange;

 

●the extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and

 

●the amount and timing of our income — the Tax Receivable Agreement generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. If we do not have taxable income, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes will result in payments under the Tax Receivable Agreement.

 

For purposes of the Tax Receivable Agreement, cash savings in income and franchise tax are computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments and had the Tax Receivable Agreement not been entered into. The Tax Receivable Agreement generally applies to each of our taxable years, beginning with the first taxable year ending after the completion of this offering. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the members an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).

 

The payment obligations under the Tax Receivable Agreement are obligations of our company and not of Greenlane Holdings, LLC. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we may be required to make to the members could be substantial. Any payments made by us to members under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Greenlane Holdings, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us.

 

67
 

 

Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a member under the Tax Receivable Agreement. For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments.

 

The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

 

As a result, (i) we could be required to make cash payments to the members that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) if we elect to terminate the Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

 

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. If any such position is subject to a challenge by a taxing authority the outcome of which would reasonably be expected to materially affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of each member that directly or indirectly owns at least 10% of the outstanding Common Units. We will not be reimbursed for any cash payments previously made to any member pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, in such circumstances, any excess cash payments made by us to a member will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to the members for a number of years following the initial time of such payment and, if our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

 

Payments are generally due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at LIBOR plus 500 basis points until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose.

 

Indemnification Agreements

 

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in our Bylaws. In addition, our Charter provides that our directors will not be personally liable to us or our stockholders for any damages other than for breaches of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law.

 

We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in those agreements.

 

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.

 

68
 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table presents fees for professional services rendered by Marcum for the years ended December 31, 2023, and 2022:

 

   Year ended December 31, 
   2023   2022 
         
Audit Fees  $528,815   $397,320 
           
Audit-Related Fees  $—   $— 
           
Tax Fees  $—   $— 
           
All Other Fees  $—   $— 

 

Pre-Approval Policy

 

Our Board of Directors as a whole pre-approves all services provided by Marcum. For any non-audit or non-audit related services, the Board of Directors must conclude that such services are compatible with the independence as our auditors.

 

69
 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

We have filed the following documents as part of this Form 10-K:

 

(1) Consolidated Financial Statements

 

Index to Consolidated Financial Statements   Page
Reports of Independent Registered Public Accounting Firms   F-1
Consolidated Balance Sheets   F-2
Consolidated Statements of Operations and Comprehensive Loss   F-3
Consolidated Statements of Stockholders’ Equity   F-4
Consolidated Statements of Cash Flows   F-5
Notes to Consolidated Financial Statements   F-6

 

(2) Financial Statement Schedules

 

All financial statement schedules are omitted since they are not required or are not applicable, or the required information is included in the consolidated financial statements and accompanying notes included in this Form 10-K.

 

(3) Exhibits Required by Item 601 of Regulation S-K

 

Exhibit Number   Description
     
3.1   Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
3.2   Second Amended and Restated By-Laws of Greenlane Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).
3.3   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., effective August 9, 2022 (Incorporated by reference to Exhibit 3.1 to Greenlane’s Current Report on Form 8-K, filed on August 4, 2022).
3.4   Amendment to the Second Amended and Restated Bylaws of Greenlane Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to Greenlane’s Current Report on Form 8-K, filed on April 12, 2023).
3.5   Certificate of Designation of the Series A Preferred Stock (Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form 8-K, filed on April 12, 2023).
4.1   Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to Greenlane’s Registration Statement on Form S-1/A, filed on April 8, 2019).
4.2   Form of Convertible Promissory Note (Incorporated by reference to Exhibit 4.2 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).
4.3   Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 to Greenlane’s Annual Report on Form 10-K, filed on April 24, 2020).
4.4   Form of August 2021 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
4.5   Form of August 2021 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
4.6   Form of Stock Option Assumption Notice – KushCo Options (Incorporated by reference to Exhibit 99.2 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2021).
4.7   Form of Assumed June 12, 2018 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.8   Form of Assumed January 18, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.5 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.9   Form of Assumed August 21, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.6 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.10   Form of Assumed September 30, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.7 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.11   Form of Assumed February 10, 2020 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.8 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.12   Form of Assumed February 24, 2021 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.9 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
4.13   Form of June 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).
4.14   Form of June 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on June 28, 2022).

 

70
 

 

4.15   Form of October 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on November 1, 2022).
4.16   Form of October 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).
4.17   Form of July 2023 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).
4.18   Form of July 2023 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).
4.19   Form of July 2023 Warrant Amendment (Incorporated by reference to Exhibit 4.3 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).
10.3   Registration Rights Agreement between Greenlane Holdings, Inc. and the Original Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).
10.4   Fourth Amended and Restated Operating Agreement of Greenlane Holdings, LLC. (Incorporated by reference to Exhibit 10.4 to Greenlane’s Annual Report on Form 10-K, filed March 31, 2022).
10.5   Reorganization Agreement among Greenlane Holdings, Inc., Greenlane Holdings, LLC and the Members listed on the signature pages thereto (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).
10.6   Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound Pwky LLC and ASC Capital LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).
10.7   Form of Indemnification Agreement by and between Greenlane Holdings, Inc. and each of its Directors and Officers (Incorporated by reference to Exhibit 10.2 to Greenlane’s September 30, 2020 Quarterly Report on Form 10-Q, filed November 16, 2020).
10.8†   Second Amended and Restated Greenlane Holdings, Inc. 2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2022).
10.9   Contribution Agreement, dated as of February 20, 2018, by and among Greenlane Holdings, LLC (f/k/a Jacoby Holdings LLC), the Sellers named therein and Better Life Products, Inc., as Seller Representative (Incorporated by reference to Exhibit 10.10 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).
10.10   Contribution Agreement, dated as of January 4, 2019, by and among Greenlane Holdings, LLC, Pollen Gear Holdings, LLC and Pollen Gear LLC. (Incorporated by reference to Exhibit 10.18 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).
10.11   Form of August 2021 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
10.12†   Separation and General Release Agreement by and between Warehouse Goods LLC and Adam Schoenfeld, dated as of March 9, 2022 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on March 10, 2022).
10.13   Placement Agency Agreement, dated August 9, 2021 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
10.14   Assignment and Assumption Agreement, dated as of November 5, 2018, by and between Jacoby & Co. Inc. and Warehouse Goods LLC, relating to Employment Agreement with Adam Schoenfeld (Incorporated by reference to Exhibit 10.17 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
10.15†   Separation and General Release Agreement by and between Warehouse Goods LLC and William Mote, dated as of May 16, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed May 16, 2022).
10.16†   Separation and General Release Agreement by and between Warehouse Goods LLC and Aaron LoCascio, dated as of December 30, 2021 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 4, 2022).
10.17†   Separation and General Release Agreement by and between Warehouse Goods LLC and Rodrigo de Oliveira, dated as of August 12, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed August 15, 2022).
10.18   Membership Interest Purchase Agreement, dated as of July 19, 2022, by and among Warehouse Goods LLC and Portofino Partners LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed July 19, 2022).
10.19   Placement Agency Agreement, dated June 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).
10.20   Form of June 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).
10.21   Form of October 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).
10.22   Placement Agency Agreement, dated October 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).

 

71
 

 

10.23   Loan and Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).
10.24†   Amended and Restated Employment Agreement Employment Agreement by and between Warehouse Goods LLC and Nicholas Kovacevich, dated as of October 6, 2022. (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed October 7, 2022).
10.25   Form of Guaranty Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
10.26   Form of Pledge Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
10.27   Form of U.S. Intellectual Property Security Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
10.28   Form of Canadian Security Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
10.29   Form of Canadian Intellectual Property Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
10.30†   Employment Agreement by and between Warehouse Goods LLC and Lana Reeve, dated as of December 6, 2022 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed December 8, 2022).
10.31†   Further Amended and Restated Employment Agreement by and between Warehouse Goods LLC and Craig Snyder, dated as of January 1, 2023 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 6, 2023).
10.32   Risk Participation of ERC Claim Agreement, dated as of February 16, 2023 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Quarterly Report on Form 10-Q, filed on May 15, 2023).
10.33   Amendment No. 2, dated as of February 9, 2023, to Loan and Security Agreement, by and between Greenlane Holdings, Inc, the subsidiaries of Greenlane Holdings, Inc. named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (Incorporated by reference to Exhibit 10.1 to Greenlane’s Quarterly Report on Form 10-Q/A, filed January 8, 2024).
10.34   Form of July 2023 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).
10.35   Placement Agency Agreement, dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).
10.36   Loan and Security Agreement, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC. (Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).
10.37   Secured Promissory Note, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC. (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).
10.38   Asset Purchase Agreement, effective May 1, 2024, by and among Greenlane Holdings, Inc, Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).
10.39   Loan Modification Agreement, effective May 1, 2024, by and among Warehouse Goods LLC, Synergy Imports LLC and the Guarantors as defined therein (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).
10.40   Amended and Restated Secured Promissory Note, effective May 1, 2024, by Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).
10.41†   Employment Agreement by and among Warehouse Goods LLC and Lana Reeve (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 23, 2024).
21.1*   List of subsidiaries of Greenlane Holdings, Inc.
23.1*   Consent of Marcum LLP
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*   Greenlane Holdings, Inc. Clawback Policy
101*   The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, and (iv) Condensed Consolidated Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document.
104*   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL

 

 

* Filed herewith.
† Indicates a management contract or compensatory plan or arrangement.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

72
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GREENLANE HOLDINGS, INC.
     
Date: July 18, 2024 By: /s/ Barbara Sher
    Barbara Sher
    Chief Executive Officer
    (Principal Executive Officer)

 

Date: July 18, 2024 By: /s/ Lana Reeve
    Lana Reeve
    Chief Financial and Legal Officer
    (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
/s/ Barbara Sher  

Chief Executive Officer

(Principal Executive Officer)

   July 18, 2024
Barbara Sher        
         
/s/ Lana Reeve  

Chief Financial and Legal Officer

(Principal Financial and Accounting Officer)

   July 18, 2024
Lana Reeve        
         
/s/ Donald Hunter   Director   July 18, 2024
Donald Hunter        
         
/s/ Aaron LoCascio   Director   July 18, 2024
Aaron LoCascio        
         
/s/ Renah Persofsky   Director   July 18, 2024
Renah Persofsky        

 

73

 

 EX-21.1 2 ex21-1.htm

 

Exhibit 21.1

 

Legal Name   Jurisdiction of Incorporation   Percentage Owned
         
ARI Logistics B.V.   Netherlands   100%
Better Life Holdings, LLC   Delaware   100%
Banana G’s LLC   Delaware   50%
Conscious B.V.   Netherlands   100%
Global Pacific Holdings LLC   Delaware   100%
Greenlane Holdings, LLC   Delaware   100%
Greenlane Holdings EU B.V.   Netherlands   100%
GS Fulfillment LLC   Delaware   100%
HSCM LLC   Delaware   100%
HS Products LLC   Delaware   100%
KCH Distribution Inc   Canada   100%
KIM International, LLC   California   100%
Kush Energy, LLC   Colorado   100%
Kush Supply Co. LLC   Nevada   100%
Merger Sub Gotham 2, LLC (successor to KushCo Holdings, Inc.)   Delaware   100%
Pollen Gear LLC   Delaware   100%
Rocketmang LLC   Delaware   100%
Shavita B.V.   Netherlands   100%
South Atlantic Holdings LLC   Delaware   100%
Vape World Distribution LTD   Canada   100%
Warehouse Goods LLC   Delaware   100%

 

 

 

 

 EX-23.1 3 ex23-1.htm

 

Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statement of Greenlane Holdings, Inc. on Form S-3 ( File No. 333-257654) and Forms S-8 (File Nos. 333-267202, 333-259211, and 333-231419) of our report dated July 18, 2024, which includes an explanatory paragraph as to the company’s ability to continue as a going concern with respect to our audits of the consolidated financial statements of Greenlane Holdings, Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, which report is included in this Annual Report on Form 10-K of Greenlane Holdings, Inc. for the year ended December 31, 2023.

 

/s/ Marcum llp

 

Marcum llp

Costa Mesa, CA

July 18, 2024

 

 

 

 EX-31.1 4 ex31-1.htm

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Barbara Sher, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Greenlane Holdings, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  b. Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 18, 2024 /s/ BARBARA SHER
  Barbara Sher
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

 EX-31.2 5 ex31-2.htm

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lana Reeve, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Greenlane Holdings, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  b. Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 18, 2024 /s/ LANA REEVE
  Lana Reeve
  Chief Financial and Legal Officer
  (Principal Financial Officer)

 

 

 

 EX-32.1 6 ex32-1.htm

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Greenlane Holdings, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,Barbara Sher, the Chief Executive Officer of the Company, and I, Lana Reeve, the Chief Financial and Legal Officer of the Company, certify, to our knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
     
  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 18, 2024 /s/ BARBARA SHER
  Barbara Sher
  Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ LANA REEVE
  Lana Reeve
  Chief Financial and Legal Officer
  (Principal Financial Officer)

 

 

 

 

 EX-97.1 7 ex97-1.htm

 

Exhibit 97.1

 

GREENLANE HOLDINGS, INC.

CLAWBACK POLICY

 

1. Introduction

 

The Board of Directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an Accounting Restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

2. Administration

 

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

 

3. Covered Executives

 

This Policy applies to each individual who served or serves as a current or former Covered Executive, at any time during the applicable performance period for any performance-based compensation Received by such executive on or after the Effective Date.

 

4. Recoupment; Accounting Restatement

 

In the event the Company is required to prepare an Accounting Restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will:

 

a) review, with respect to each Covered Executive, all performance-based compensation Received by such Covered Executive during the applicable period,

 

b) determine the amount of excess Incentive Compensation Received by such Covered Executive during the applicable period;

 

c) require reimbursement or forfeiture of any excess Incentive Compensation Received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement; and

 

d) reasonably promptly but in any event no later than 60 days after the date an Accounting Restatement is filed with the SEC, provide to each Covered Executive a written notice containing the amount of excess Incentive Compensation and a demand for repayment or return, as applicable.

 

 

 

 

5. Incentive Compensation

 

For purposes of this Policy, Incentive Compensation means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:

 

  ● Annual bonuses and other short- and long-term cash incentives.

 

  ● Stock options.

 

  ● Stock appreciation rights.

 

  ● Restricted stock.

 

  ● Restricted stock units.

 

  ● Performance shares.

 

  ● Performance units.

 

Financial reporting measures include:

 

  ● Company stock price.

 

  ● Total shareholder return.

 

  ● Revenues.

 

  ● Net income.

 

  ● Earnings before interest, taxes, depreciation, and amortization (EBITDA).

 

  ● Funds from operations.

 

  ● Liquidity measures such as working capital or operating cash flow.

 

  ● Return measures such as return on invested capital or return on assets.

 

  ● Earnings measures such as earnings per share.

 

6. Excess Incentive Compensation: Amount Subject to Recovery

 

The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.

 

If the Board cannot determine the amount of excess Incentive Compensation Received by the Covered Executive directly from the information in the Accounting Restatement, then it will make its determination based on a reasonable estimate of the effect of the Accounting Restatement.

 

 

 

 

7. Method of Recoupment

 

The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder based on all applicable facts and circumstances which may include, without limitation:

 

a) requiring reimbursement of cash Incentive Compensation previously paid;

 

b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;

 

c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;

 

d) cancelling outstanding vested or unvested equity awards; and/or

 

e) taking any other remedial and recovery action permitted by law, as determined by the Board.

 

Notwithstanding anything herein to the contrary, the Company shall not be required to seek recoupment to the extent the Board determines that recoupment would be impracticable in a manner consistent with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, because either the direct expenses paid to a third party to assist in enforcing this Policy against a Covered Executive would exceed the amount to be recovered from that Covered Executive, after the Company has made a reasonable attempt to recover the excess Incentive Compensation.

 

8. Reporting and Disclosure

 

The Company shall file all disclosures with respect to this Policy with the SEC in accordance with the requirements of all applicable securities laws and shall provide any documentation with respect thereto to Nasdaq in accordance with the listing rules.

 

9. No Indemnification

 

The Company shall not indemnify any Covered Executives or their beneficiaries against the loss of any incorrectly awarded Incentive Compensation pursuant to the terms of this Policy or otherwise indemnify or provide advancement of any costs related to the Company’s enforcement of this Policy.

 

10. Interpretation

 

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Nasdaq Listing Rule 5608, any other applicable rules of Nasdaq and Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC.

 

11. Effective Date

 

This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is Received by any Covered Executive on or after that date.

 

 

 

 

12. Amendment; Termination

 

The Board may amend or terminate this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or rules of any national securities exchange or national securities association on which the Company’s securities are listed. Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.

 

13. Other Recoupment Rights

 

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

 

14. Successors

 

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

15. Definitions

 

For purposes of this Policy, the following terms shall have the following meanings:

 

a) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

 

b) “Covered Executive” means each executive officer, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.

 

c) “Received” means the date of actual or deemed receipt, and for purposes of the foregoing, Incentive Compensation shall be deemed received in the Company’s fiscal period during which the applicable financial reporting measure is attained, even if payment or grant of the Incentive Compensation occurs after the end of that period.

 

d) “SEC” means the U.S. Securities and Exchange Commission.

 

 

 

 EX-101.SCH 8 gnln-20231231.xsd XBRL SCHEMA FILE 00000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Consolidated Statements of Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - LEASES link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - DEBT link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - STOCKHOLDERS’ EQUITY link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - COMPENSATION PLANS link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - SEGMENT REPORTING link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - LEASES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - DEBT (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - STOCKHOLDERS’ EQUITY (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - COMPENSATION PLANS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - SEGMENT REPORTING (Tables) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - SCHEDULE OF LEASE COST (Details) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - LEASES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - SCHEDULE OF DEBT (Details) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - DEBT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000041 - Disclosure - SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details) link:presentationLink link:calculationLink link:definitionLink 00000042 - Disclosure - SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details) link:presentationLink link:calculationLink link:definitionLink 00000043 - Disclosure - SCHEDULE OF OTHER CURRENT ASSETS (Details) link:presentationLink link:calculationLink link:definitionLink 00000044 - Disclosure - SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000045 - Disclosure - SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details) link:presentationLink link:calculationLink link:definitionLink 00000046 - Disclosure - SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details) link:presentationLink link:calculationLink link:definitionLink 00000047 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000048 - Disclosure - SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details) link:presentationLink link:calculationLink link:definitionLink 00000049 - Disclosure - SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) link:presentationLink link:calculationLink link:definitionLink 00000050 - Disclosure - STOCKHOLDERS’ EQUITY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000051 - Disclosure - SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details) link:presentationLink link:calculationLink link:definitionLink 00000052 - Disclosure - SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details) link:presentationLink link:calculationLink link:definitionLink 00000053 - Disclosure - SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details) link:presentationLink link:calculationLink link:definitionLink 00000054 - Disclosure - SUMMARY OF STOCK OPTION ACTIVITY (Details) link:presentationLink link:calculationLink link:definitionLink 00000055 - Disclosure - COMPENSATION PLANS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000056 - Disclosure - SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) link:presentationLink link:calculationLink link:definitionLink 00000057 - Disclosure - SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) link:presentationLink link:calculationLink link:definitionLink 00000058 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) link:presentationLink link:calculationLink link:definitionLink 00000059 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) link:presentationLink link:calculationLink link:definitionLink 00000060 - Disclosure - INCOME TAXES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000061 - Disclosure - SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) link:presentationLink link:calculationLink link:definitionLink 00000062 - Disclosure - SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details) link:presentationLink link:calculationLink link:definitionLink 00000063 - Disclosure - SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details) link:presentationLink link:calculationLink link:definitionLink 00000064 - Disclosure - SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details) link:presentationLink link:calculationLink link:definitionLink 00000065 - Disclosure - SEGMENT REPORTING (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000066 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 9 gnln-20231231_cal.xml XBRL CALCULATION FILE EX-101.DEF 10 gnln-20231231_def.xml XBRL DEFINITION FILE EX-101.LAB 11 gnln-20231231_lab.xml XBRL LABEL FILE Class of Stock [Axis] Common Class A [Member] Common Class B [Member] Equity Components [Axis] Common Stock [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] AOCI Attributable to Parent [Member] Noncontrolling Interest [Member] Sale of Stock [Axis] ATM Program [Member] June 2022 Offering [Member] October 2022 Offering [Member] Common Class C [Member] Ownership [Axis] Greenlane [Member] June 2022 offering [Member] Collaborative Arrangement and Arrangement Other than Collaborative [Axis] Securities Purchase Agreement [Member] Class of Warrant or Right [Axis] Pre-Funded Warrants [Member] Statistical Measurement [Axis] Maximum [Member] Standard warrants [Member] October 2022 Offering [Member] July 2023 Offering [Member] Long-Term Debt, Type [Axis] Secured Debt [Member] Loan Agreement [Member] Related and Nonrelated Parties [Axis] Investor [Member] IPO [Member] Minimum [Member] Investment, Name [Axis] Airgraft Inc [Member] Concentration Risk Type [Axis] Customer Concentration Risk [Member] Concentration Risk Benchmark [Axis] Revenue Benchmark [Member] Customer [Axis] One Customer [Member] Accounts Receivable [Member] Customer One [Member] Customer Two [Member] Customer Three [Member] Business Acquisition [Axis] Eyce LLC [Member] Asset Purchase Agreement [Member] VIBES Holdings LLC [Member] Sale Agreement [Member] Fair Value Hierarchy and NAV [Axis] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 3 [Member] Liability Class [Axis] Contingent Consideration [Member] Organicix LLC [Member] Notes Payable, Other Payables [Member] Da Vinci LLC [Member] Unsecured Debt [Member] Bridge Loan [Member] Real Estate Loan [Member] Supplier Concentration Risk [Member] Purchases Benchmark [Member] Four Major Vendors [Member] Related Party [Member] Counterparty Name [Axis] Universal Growing [Member] Affiliated Entity [Member] Legal Entity [Axis] Portofino Partners LLC [Member] Tilray Brands Inc [Member] Long-Lived Tangible Asset [Axis] Furniture Equipment And Software [Member] Personal Property [Member] Leasehold Improvements [Member] Building [Member] Land [Member] Land Improvements [Member] Work In Process [Member] Finite-Lived Intangible Assets by Major Class [Axis] Design Libraries [Member] Trademarks and Trade Names [Member] Customer Relationships [Member] Other Intangible Assets [Member] Indefinite-Lived Intangible Assets [Axis] Trade Names [Member] Other Comprehensive Income Location [Axis] Foreign Currency Translation [Member] Unrealized Gain or Loss on Derivative Instrument [Member] Common Class A and B [Member] Class Of Warrant Or Righ Axis July 2023 Offering [Member] Negotiated Agreements [Member] November 2022 Offering [Member] Plan Name [Axis] 2019 Equity Incentive Plan [Member] Title and Position [Axis] Director [Member] Award Type [Axis] Share-Based Payment Arrangement, Option [Member] Restricted Stock [Member] Restricted Stock Units (RSUs) [Member] Income Tax Jurisdiction [Axis] Domestic Tax Jurisdiction [Member] Foreign Tax Jurisdiction [Member] State and Local Jurisdiction [Member] Dutch [Member] Kushco Merger [Member] Segments [Axis] Consumer Goods [Member] Industrial Goods [Member] Product and Service [Axis] Industrial Vape Products [Member] Other Industrial Products [Member] Greenlane Brands [Member] Third Party Brands [Member] Geographical [Axis] UNITED STATES CANADA Europe [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Shavita B V [Member] Cover [Abstract] Document Type Amendment Flag Amendment Description Document Registration Statement Document Annual Report Document Quarterly Report Document Transition Report Document Shell Company Report Document Shell Company Event Date Document Period Start Date Document Period End Date Document Fiscal Period Focus Document Fiscal Year Focus Current Fiscal Year End Date Entity File Number Entity Registrant Name Entity Central Index Key Entity Primary SIC Number Entity Tax Identification Number Entity Incorporation, State or Country Code Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Three Entity Address, City or Town Entity Address, State or Province Entity Address, Country Entity Address, Postal Zip Code Country Region City Area Code Local Phone Number Extension Written Communications Soliciting Material Pre-commencement Tender Offer Pre-commencement Issuer Tender Offer Title of 12(b) Security No Trading Symbol Flag Trading Symbol Security Exchange Name Title of 12(g) Security Security Reporting Obligation Annual Information Form Audited Annual Financial Statements Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Elected Not To Use the Extended Transition Period Document Accounting Standard Other Reporting Standard Item Number Entity Shell Company Entity Public Float Entity Bankruptcy Proceedings, Reporting Current Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] ICFR Auditor Attestation Flag Document Financial Statement Error Correction [Flag] Auditor Firm ID Auditor Name Auditor Location Statement [Table] Statement [Line Items] ASSETS Current assets Cash Restricted cash Accounts receivable, net of allowance of $2,209 and $4,826 at December 31, 2023 and 2022, respectively Inventories, net Vendor deposits Other current assets (Note 8) Total current assets Property and equipment, net Operating lease right-of-use assets Other assets Total assets LIABILITIES Current liabilities Accounts payable Accrued expenses and other current liabilities (Note 8) Customer deposits Current portion of notes payable Current portion of operating leases Current portion of finance leases Total current liabilities Notes payable, less current portion and debt issuance costs, net Operating leases, less current portion Finance leases, less current portion Other liabilities Total long-term liabilities Total liabilities Commitments and contingencies (Note 7) STOCKHOLDERS’ EQUITY* Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding Common stock, value Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity attributable to Greenlane Holdings, Inc. Non-controlling interest Total stockholders’ equity Total liabilities and stockholders’ equity Accounts receivable, net of allowance Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Net sales Cost of sales Gross profit Operating expenses: Salaries, benefits and payroll taxes General and administrative Goodwill and indefinite-lived intangibles impairment charge Definite-lived intangibles impairment charge Property and equipment impairment charge Depreciation and amortization Total operating expenses Loss from operations Other (expense) income, net: Interest expense Employee retention credits Other expense, net Total other (expense) income, net Loss before income taxes Provision for (benefit from) income taxes Net loss Less: Net loss attributable to non-controlling interest Net loss attributable to Greenlane Holdings, Inc. Net loss attributable to Class A common stock per share - basic Net loss attributable to Class A common stock per share - diluted Weighted-average shares of Class A common stock outstanding - basic Weighted-average shares of Class A common stock outstanding - dilued Other comprehensive income (loss): Foreign currency translation adjustments Unrealized gain (loss) on derivative instrument Comprehensive loss Less: comprehensive loss attributable to non-controlling interest Comprehensive loss attributable to Greenlane Holdings, Inc. Balance Balance, shares Net loss Equity-based compensation Equity-based compensation, shares Issuance of Class A shares, net of costs Issuance of Class A shares, net of costs, shares Issuance of Class A shares - contingent consideration Issuance of Class A shares - contingent consideration, shares Issuance of Class A shares - Amended Eyce APA (Note 3) Issuance of Class A shares - Amended Eyce APA, shares Issuance of Class A common stock and pre-funded warrants, net of costs Issuance of Class A common stock and pre-funded warrants, net of costs, shares Reclassification adjustment for gain included in net loss (Note 4) VIBES disposition / deconsolidation (Note 3) Exchanges of noncontrolling interest for Class A common stock Exchanges of noncontrolling interest for Class A common stock, shares Other comprehensive income Other Balance Balance, shares Statement of Cash Flows [Abstract] Cash flows from operating activities: Net loss (including amounts attributable to non-controlling interest) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Equity-based compensation expense Goodwill and indefinite lived intangibles impairment charge Change in fair value of contingent consideration Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA Change in provision for credit losses Gain related to indemnification asset Loss on disposal of fixed assets Gain on disposal of held-for-sale assets Gain related to VIBES disposition / deconsolidation (Note 3) Unrealized loss on equity investments Realized gain on interest rate swap contract Amortization of deferred financing costs and debt discount Other Changes in operating assets and liabilities, net of the effects of acquisitions: Decrease in accounts receivable Decrease in inventories Decrease in vendor deposits Decrease (increase) in other current assets Decrease in accounts payable Decrease in accrued expenses and other liabilities Decrease in customer deposits Net cash provided by (used in) operating activities Cash flows from investing activities: Proceeds from VIBES disposition (Note 3) Purchase of property and equipment, net Proceeds from sale of assets held for sale Proceeds from sale of equity investments Net cash provided by investing activities Cash flows from financing activities: Proceeds from issuance of Class A common stock, net of issuance costs Proceeds from (repayment of) Asset-Based Loan Proceeds from Secured Bridge Loan, net of costs Debt issuance costs Repayment of loan against future accounts receivable Proceeds from future receivables financing Payments on Eyce and DaVinci promissory notes Payments on Real Estate Note Repayment of Bridge Loan Proceeds from termination of interest rate swap Purchase consideration paid for Eyce and DaVinci acquisition Other Net cash (used in) provided by financing activities Effects of exchange rate changes on cash Net decrease in cash and cash equivalents Total cash and restricted cash, beginning of period Total cash and restricted cash, end of period Cash Restricted cash Cash Restricted cash Supplemental disclosures of cash flow information Cash paid during the period for interest Cash paid during the period for income taxes Cash paid for amounts included in the measurement of lease liabilities Non-cash investing activities and financing activities: Issuance of Class A common stock, warrants, and stock options for business acquisitions Non-cash purchases of property and equipment Decrease in non-controlling interest as a result of exchanges for Class A common stock Decrease in non-controlling interest as a result of VIBES disposition Transfer from contingent consideration to notes payable Transfer from accrued expenses to notes payable Organization, Consolidation and Presentation of Financial Statements [Abstract] BUSINESS OPERATIONS AND ORGANIZATION Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] BUSINESS ACQUISITIONS AND DISPOSITIONS Fair Value Disclosures [Abstract] FAIR VALUE OF FINANCIAL INSTRUMENTS Leases LEASES Debt Disclosure [Abstract] DEBT Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Equity [Abstract] STOCKHOLDERS’ EQUITY Compensation Related Costs [Abstract] COMPENSATION PLANS Income Tax Disclosure [Abstract] INCOME TAXES Segment Reporting [Abstract] SEGMENT REPORTING Subsequent Events [Abstract] SUBSEQUENT EVENTS Basis of Presentation Principles of Consolidation Use of Estimates Segment Reporting Business Combinations Equity-Based Compensation Loss Contingencies Fair Value Measurements Cash Restricted Cash Accounts Receivable, net Inventories, net Vendor Deposits Customs Bonds Assets Held for Sale Property and Equipment, net Impairment of Long-Lived Assets Investments in Equity Securities Vendor Incentives and Rebates Foreign Currency Translation Comprehensive (Loss) Income Advertising Income Taxes Tax Receivable Agreement (TRA) Revenue Recognition Value Added Taxes Net Loss Per Share Recently Issued Accounting Guidance Recently Issued Accounting Guidance Not Yet Adopted SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY SCHEDULE OF LEASE COST SCHEDULE OF DEBT SCHEDULE OF MATURITIES OF LONG-TERM DEBT SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS SCHEDULE OF OTHER CURRENT ASSETS SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS SUMMARIZES SALES OF OUR CLASS A COMMON STOCK SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL SUMMARY OF STOCK OPTION ACTIVITY SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA Consolidation, Less-than-Wholly-Owned Subsidiary, Parent Ownership Interest, Effect of Change [Table] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] Common stock, authorized (in shares) Common stock, shares redeemable per common unit, ratio Intraperiod tax allocation, distribution percent Ownership percentage by parent after merger Reverse stock split Generated gross proceeds Sales commissions and fees Shares issued in transaction (in shares) Number of common shares called by warrants (in shares) Proceeds from offering, gross Proceeds from issuance of Class A common stock, net of costs Debt instrument, face amount Prepayment of loan agreement Repayments of secured debt Amounts of transaction Collateralized financings Number of strategic partnerships Net loss Cash provided by operating activities Nature of Operation, Product Information, Concentration of Risk [Table] Product Information [Line Items] Cash, uninsured amount Cash equivalents Inventory valuation reserves Advertising expense Total order cost, percentage Liability for returns included in accrued expenses Concentration Risk, Percentage VAT payable Indemnification assets, gain on recovery Schedule of Business Acquisitions, by Acquisition [Table] Business Acquisition [Line Items] Contingent consideration, liability Common stock issued (in shares) Number of tranches Proceeds from termination of interest rate swap Number of annual vesting installments Other income (expense), net Compensation expenses Investment, ownership percentage Proceeds from VIBES disposition Gain related to VIBES disposition / deconsolidation Reduction to non-controlling interest Return of inventory Fair Value, Recurring and Nonrecurring [Table] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Contingent consideration - current Total Liabilities Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Balance, December 31, 2022 Cash payments for earn contingent consideration Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA Loss from fair value adjustments included in results of operations Transfer to notes payable Balance, December 31, 2023 Reclassifications from other comprehensive loss Reclassification adjustment for gain included in net loss Equity investments without readily determinable fair value Equity method investments, upward price adjustment Schedule Of Lessee Operating Lease Liability Maturity 2024 2025 2026 2027 2028 and thereafter Total minimum lease payments Less: imputed interest Present value of minimum lease payments Less: current portion Long-term portion Schedule Of Lease Cost Operating lease cost Variable lease cost Total lease cost Weighted average remaining lease terms Weighted average discount rate Operating lease, term Payment for lease termination Operating lease expense Schedule of Long-Term Debt Instruments [Table] Debt Instrument [Line Items] Long-term debt, gross  Total long term debt Less unamortized debt issuance costs Less current portion of debt Debt, net, excluding operating and finance leases and liabilities 2024 2025 2026 2027 2028 Long-Term Debt, Total Debt instrument, interest rate Debt issuance costs net Proceeds from sale of real estate Restricted cash current Debt issuance costs Debt instrument, unamortized discount Basis spread on variable rate Debt instrument, periodic payment Proceeds from issuance of unsecured debt Number of private lenders Debt instrument, term Debt instrument, total amount to be paid Deferred payment amount Additional amount available to be deferred Property, Plant and Equipment [Table] Property, Plant and Equipment [Line Items] Property and equipment, gross Property plant and equipment useful life Less: accumulated depreciation Intangible Asset, Finite-Lived [Table] Finite-Lived Intangible Assets [Line Items] Gross carrying amount Finite-lived intangible assets, accumulated amortization Accumulated amortization Accumulated amortization Finite-Lived Intangible Asset, Useful Life Indefinite-lived intangibles gross Indefinite-lived intangibles gross Intangible Assets, Net Asset impairment charges Carrying value Employee retention credit (ERC) receivable VAT refund receivable (Note 2) Prepaid expenses Indemnification receivable, net Customs bonds Other Other current assets VAT payable (including amounts related to VAT matter described in Note 2) Contingent consideration Accrued employee compensation Amended Eyce APA Accrued expenses Refund liability (including accounts receivable credit balances) Accrued construction in progress (ERP) Sales tax payable Other Accrued expenses and other current liabilities Contract with Customer, Liability Increases due to deposits received, net of other adjustments Revenue recognized Customer Overpayments Contract with Customer, Liability Other comprehensive income (loss) Less: Reclassification adjustment for (gain) loss included in net loss (Note 4) Less: Other comprehensive (income) loss attributable to non-controlling interest Employee retention credits receivable Cash Depreciation Indefinite-lived intangible assets Indefinite-lived intangible assets Amortization Customer deposits receivable percentage Concentration risk percentage Revenue from related parties Accounts receivable related parties Bridge loan Additional amount transferred Subsidiary or Equity Method Investee, Sale of Stock, Type [Table] Subsidiary, Sale of Stock [Line Items] Class A shares sold Gross proceeds Fees paid to sales agent Net proceeds Less: Net loss attributable to non-controlling interests Less: Net loss attributable to non-controlling interests Plus: Deemed Dividend on “October 2022 Standard Warrants” Net loss attributable to Class A common stockholders Weighted average shares of Class A common stock outstanding Net loss per share of Class A common stock - basic Net loss per share of Class A common stock - diluted Class Of Warrant Or Righ Axis [Axis] Number of votes per share Owned percentage Sale of stock number of shares issued in transaction Purchase of warrant, shares Number of shares of common stock per uni Number of securities called by each warrant Warrants outstanding, vesting term Warrant per share Warrants outstanding, term Proceeds from issuance of common stock and warrants gross Proceeds from issuance of Class A common stock, net of costs - ATM Program Additional shares issued Warrant exercise price Fair value adjustment of warrants Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Total equity-based compensation expense Total remaining unrecognized compensation expense Weighted average period remaining unrecognized compensation expense Expected volatility, Minimum Expected volatility, Maximum Expected dividend yield Expected term Risk-free interest rate, Minimum Risk-free interest rate, Maximum Stock Option,Number of Option, Beginning Balance Stock Option,Weighted-Average Beginning Balance Stock Option, Number of Option, Granted Stock Option,Weighted-Average Exercis Price, Granted Stock Option, Number of Option, Exercised Stock Option,Weighted-Average Exercis Price, Exercised Stock Option, Number of Option, Forfeited Stock Option,Weighted-Average Exercis Price, Forfeited Stock Option,Number of Option, Ending Balance Stock Option,Weighted-Average Ending Balance Deferred Compensation Arrangement with Individual, Excluding Share-Based Payment and Postretirement Benefit [Table] Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] Aggregate of common stock Number of shares authorized for issuance Share based options granted Sharebased compensation arrangement by share-based payment exercise price Sharebased compensation arrangement by share-based payment vesting periods Weighted average of stock options granted Weighted average of stock options vested Share-Based Compensation Arrangement by Share-Based Payment Award, Description United States Foreign Effective Income Tax Rate Reconciliation [Table] Effective Income Tax Rate Reconciliation [Line Items] Total current year Current year Change in valuation allowance Change in tax rate Tax conversion of Operating Company Up-C consolidation KushCo merger or true ups Total deferred tax (benefit) expense Income tax (benefit) expense Expected federal income tax (benefit) expense at statutory rate State tax expense, net of federal benefit Loss attributable to non-controlling interests Change in valuation allowance Tax conversion of Operating Company Up-C consolidation KushCo merger Change in tax rates Prior year true-ups Other, net Goodwill and other intangible assets Fixed assets Inventory Allowance for doubtful accounts Operating lease liability Equity-based compensation Business interest carryforward Net operating loss carryforwards Other Total deferred tax assets Valuation allowance Net deferred tax assets Right of use assets Basis difference in investment in the Operating Company Total deferred tax liabilities Net deferred tax assets and liabilities Operating loss carryforwards Operating loss carryforwards, subject to expiration Interest carryforward Operating Loss Carryforwards, Valuation Allowanc Unrecognized tax benefits Income tax penalties and interest expense Intraperiod tax allocation remaining after distribution Projected obligation liability Schedule of Segment Reporting Information, by Segment [Table] Segment Reporting Information [Line Items] Gross profit Accounts receivable, net Segment Reporting, Revenue from External Customer, Product and Service [Table] Revenue from External Customer [Line Items] Total net sales Schedule of Revenues from External Customers and Long-Lived Assets [Table] Revenues from External Customers and Long-Lived Assets [Line Items] Total long-lived assets Number of operating segments Subsequent Event [Table] Subsequent Event [Line Items] Number of shares issued Number of shares issued, value Ownership percentage Payment for lease termination. Employee retention credits. Personal Property [Member] Work In Process [Member] Design Libraries [Member] Organicix LLC [Member] 2019 Equity Incentive Plan [Member] Employee retention credit (ERC) receivable. Other comprehensive income (loss). Da Vinci LLC [Member] Eyce LLC [Member] Stock issued during period value issuance of class shares net of costs ATM program. Stock issued during period value issuance of class shares contingent consideration. Stock issued during period value issuance of class shares net of costs june offering. Stock issued during period value issuance of class shares net of costs june offering. Assets held for sale policy text block. Tax receivable agreement policy text block. Total order cost percentage One Customer [Member] Customer One [Member] Customer Two [Member] Customer Three [Member] Business combination indemnification assets gain (loss) on recovery. Tax conversion of operating company. Income tax expense benefit deferred tax expense benefit up consideration. Income tax expense benefit deferred tax expense benefit business combination. Deferred tax assets. Asset Purchase Agreement [Member] Deferred tax liabilities equity method investments. Effective income tax rate reconciliation tax conversion of operating company amount. Effective income tax rate reconciliation up consolidation amount. Effective income tax rate reconciliation business combination amount. VIBES Holdings LLC [Member] Sale Agreement [Member] Deferred income tax expense benefits. Deferred tax assets operating lease liability. Contingent Consideration [Member] Issuance of Class A common stock and pre-funded warrants, net of costs. Indemnification assets receivable net. Customs bonds current. Issuance of class A shares, net of costs - ATM program, shares. Issuance of class A shares - contingent consideration, shares. Issuance of class A shares, net of costs - June 2022 offering, shares. Issuance of class A shares, net of costs - october 2022 offering, shares. Issuance of class A common stock and pre-funded warrants, net of costs, shares. Accrual for amended eyce apa. Customer deposits receivable as A percent of total order cost. Schedule Of Changes In Customer Deposit Liability [TableText Block] Debt instrument total amount to be paid. Contract with customer liability increase due to deposits received net of other adjustments Contract with customer liability revenue recognized including deposits Contract with customer liability customer over payments. Gain loss related to indemnification asset. Debt instrument deferred payment. The increase (decrease) during the period in the amount of vendor deposits. Debt nstrument additional amount available to be deferred. Purchases Benchmark [Member] Four Major Vendors [Member] Foreign Currency Translation [Member] Unrealized Gain Or Loss On Derivative Instrument [Member] Proceeds from termination of interest rate swap. Universal Growing [Member] Portofino Partners LLC [Member] Tilray Brands Inc [Member] ATM Program [Member] Lease liabilities arising from obtaining finance lease assets. Issuance of promissory notes for eyce and davinci business acquisitions. Transfer from contingent consideration to notes payable. Transfer from accrued expenses to notes payable. Sale of stock value of shares available for issuance. Proceeds from issuance of class a common stock net of costs ATM program. June 2022 offering [Member] Pre-Funded Warrants [Member] Greenlane [Member] Class Of Warrant Or Righ Axis Standard warrants [Member] Proceeds from issuance of common stock and warrants gross. Sale of stock maximum aggregate value of shares to be sold. October 2022 Offering [Member] Loan Agreement [Member] Securities Purchase Agreement [Member] Negotiated Agreements [Member] November 2022 Offering [Member] July 2023 Offering [Member] Customs Bonds [Policy Text Block] Vendor Sales Incentives [Policy Text Block] Value Added Taxes [Policy Text Block] Recently Issued Accounting Guidance Not Yet Adopted [Policy Text Block] Revenue from related party. Other accumulated deficit. Ncome tax expense (benefit), intraperiod tax allocation, distribution amount, percent. Operating loss carryforwards, subject to expiration. Kushco Merger [Member] Income tax expense (benefit), intraperiod tax allocation remaining after distribution. Projected obligation liability. Consumer Goods [Member] Industrial Goods [Member] Industrial Vape Products [Member] Other Industrial Products [Member] Greenlane Brands [Member] Third Party Brands [Member] Business combination contingent consideration arrangements writeoff. Amount of operating cash flows for operating leases. Non cash investing and financing activities redemption or purchase of interest. Non cash investing and financing activities redemption or purchase of interest disposition. Other significant noncash transaction value of contingent consideration. Common stock, shares redeemable per common unit, ratio. Number of private lenders. Number of strategic partnerships. Vendor Deposits [Policy Text Block] Airgraft Inc [Member] Liability for returns included in accrued expenses. Furniture Equipment And Software [Member] Value added taxes payable current. Business combination contingent consideration vesting number of tranches. Business combination contingent consideration number of installments. Number of votes per share. Common Class A And B [Member] Number of shares of common stock. Warrants and rights outstanding vesting term. June 2022 Offering [Member] July 2023 Offering [Member] Fair value measurement with unobservable inputs reconciliation recurring basis liability write-off. Investment, ownership percentage. Return of inventory. Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value. Transfer from contingent consideration to debt. Transfer from accrued expenses to debt. Stock issued during period value issuance of common stock and prefunded warrants net of costs. Stock issued during period shares issuance of common stock and prefunded warrants net of costs. Reclassification of finance lease obligations and other liabilities. October 2022 Offering [Member] [Default Label] July 2023 Offering [Member] [Default Label] Assets, Current Assets Liabilities, Current Liabilities, Noncurrent Liabilities Equity, Attributable to Parent Equity, Including Portion Attributable to Noncontrolling Interest Liabilities and Equity Operating Expenses Operating Income (Loss) Interest Expense, Nonoperating Nonoperating Income (Expense) Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Net Income (Loss) Attributable to Parent Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Comprehensive Income (Loss), Net of Tax, Attributable to Parent Shares, Outstanding Business combination contingent consideration arrangements writeoff GainLossRelatedToIndemnificationAsset Gain (Loss) on Disposition of Property Plant Equipment Gain (Loss) on Disposition of Other Assets Unrealized Gain (Loss) on Investments Gain (Loss) on Sale of Derivatives Other Noncash Income (Expense) Increase (Decrease) in Accounts Receivable Increase (Decrease) in Inventories IncreaseDecreaseInVendorDeposits Increase (Decrease) in Other Current Assets Net Cash Provided by (Used in) Operating Activities Payments to Acquire Property, Plant, and Equipment Net Cash Provided by (Used in) Investing Activities Repayments of Unsecured Debt Repayments of Notes Payable Repayments of First Mortgage Bond Repayments of Other Long-Term Debt Payment for Contingent Consideration Liability, Financing Activities Proceeds from (Payments for) Other Financing Activities Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash [Default Label] Restricted Cash [Default Label] Cash and Cash Equivalents, Policy [Policy Text Block] Inventory, Policy [Policy Text Block] Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value Lessee, Operating Lease, Liability, to be Paid Operating Lease, Liability Lease, Cost Long-Term Debt, Current Maturities Long-Term Debt, Excluding Current Maturities Long-Term Debt, Maturity, Year One Long-Term Debt, Maturity, Year Two Long-Term Debt, Maturity, Year Three Long-Term Debt, Maturity, Year Four Asset Impairment Charges Other Assets Prepaid Expense and Other Assets, Current Other Accrued Liabilities, Current Contract with Customer, Liability Impairment of Long-Lived Assets to be Disposed of Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price Stock Issued During Period, Shares, Restricted Stock Award, Forfeited Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount EffectiveIncomeTaxRateReconciliationUpConsolidationAmount Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost Deferred Tax Assets, Other Deferred Tax Assets, Gross Deferred Tax Assets, Valuation Allowance Deferred Tax Assets, Net of Valuation Allowance Deferred Tax Liabilities, Leasing Arrangements Deferred Tax Liabilities, Net Deferred Tax Assets, Net EX-101.PRE 12 gnln-20231231_pre.xml XBRL PRESENTATION FILE XML 14 R1.htm IDEA: XBRL DOCUMENT v3.24.2
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Jul. 18, 2024
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --12-31    
Entity File Number 001-38875    
Entity Registrant Name Greenlane Holdings, Inc.    
Entity Central Index Key 0001743745    
Entity Tax Identification Number 83-0806637    
Entity Incorporation, State or Country Code DE    
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 Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Elected Not To Use the Extended Transition Period true    
Entity Shell Company false    
Entity Public Float     $ 1.0
Entity Common Stock, Shares Outstanding   5,819,335  
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 688    
Auditor Name Marcum LLP    
Auditor Location Costa Mesa, CA    
XML 15 R2.htm IDEA: XBRL DOCUMENT v3.24.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets    
Cash $ 463 $ 6,458
Restricted cash 5,718
Accounts receivable, net of allowance of $2,209 and $4,826 at December 31, 2023 and 2022, respectively 1,693 6,468
Inventories, net 20,529 40,643
Vendor deposits 3,765 6,296
Other current assets (Note 8) 3,319 11,120
Total current assets 29,769 76,703
Property and equipment, net 2,476 3,962
Operating lease right-of-use assets 1,936 3,442
Other assets 3,912 5,578
Total assets 38,093 89,685
Current liabilities    
Accounts payable 12,103 14,953
Accrued expenses and other current liabilities (Note 8) 3,056 11,882
Customer deposits 2,775 3,983
Current portion of notes payable 7,283 3,185
Current portion of operating leases 866 1,528
Current portion of finance leases 7 128
Total current liabilities 26,090 35,659
Notes payable, less current portion and debt issuance costs, net 13,040
Operating leases, less current portion 1,010 1,887
Finance leases, less current portion 29
Other liabilities 1 79
Total long-term liabilities 1,011 15,035
Total liabilities 27,101 50,694
Commitments and contingencies (Note 7)  
STOCKHOLDERS’ EQUITY*    
Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding
Additional paid-in capital [1] 268,132 264,017
Accumulated deficit (257,289) (225,114)
Accumulated other comprehensive income 245 55
Total stockholders’ equity attributable to Greenlane Holdings, Inc. 11,124 38,973
Non-controlling interest (132) 18
Total stockholders’ equity 10,992 38,991
Total liabilities and stockholders’ equity 38,093 89,685
Common Class A [Member]    
STOCKHOLDERS’ EQUITY*    
Common stock, value [1] 36 15
Common Class B [Member]    
STOCKHOLDERS’ EQUITY*    
Common stock, value [1]
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.
XML 16 R3.htm IDEA: XBRL DOCUMENT v3.24.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accounts receivable, net of allowance $ 2,209 $ 4,826
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000 10,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Class A [Member]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 600,000 600,000
Common stock, shares issued 3,726 1,599
Common stock, shares outstanding 3,726 1,599
Common Class B [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 30,000 30,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.24.2
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
Net sales $ 65,373 $ 137,085
Cost of sales 47,547 112,102
Gross profit 17,826 24,983
Operating expenses:    
Salaries, benefits and payroll taxes 17,454 31,290
General and administrative 24,213 41,000
Goodwill and indefinite-lived intangibles impairment charge 71,360
Definite-lived intangibles impairment charge 50,694
Property and equipment impairment charge 7,336
Depreciation and amortization 2,243 7,405
Total operating expenses 43,910 209,085
Loss from operations (26,084) (184,102)
Other (expense) income, net:    
Interest expense (5,450) (2,450)
Employee retention credits 4,854
Other expense, net (791) (541)
Total other (expense) income, net (6,241) 1,863
Loss before income taxes (32,325) (182,239)
Provision for (benefit from) income taxes (13)
Net loss (32,325) (182,226)
Less: Net loss attributable to non-controlling interest (150) (12,717)
Net loss attributable to Greenlane Holdings, Inc. $ (32,175) $ (169,509)
Net loss attributable to Class A common stock per share - basic [1],[2] $ (8.16) $ (22.51)
Net loss attributable to Class A common stock per share - diluted [1],[2] $ (8.16) $ (22.51)
Weighted-average shares of Class A common stock outstanding - basic [1],[2] 3,993 753
Weighted-average shares of Class A common stock outstanding - dilued [2] 3,993 753
Other comprehensive income (loss):    
Foreign currency translation adjustments $ 190 $ (211)
Unrealized gain (loss) on derivative instrument 26
Comprehensive loss (32,135) (182,411)
Less: comprehensive loss attributable to non-controlling interest (150) (12,633)
Comprehensive loss attributable to Greenlane Holdings, Inc. $ (31,985) $ (169,778)
[1] After giving effect to the Reverse Stock Splits.
[2] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.24.2
Consolidated Statements of Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class A [Member]
ATM Program [Member]
 [1]
Common Stock [Member]
Common Class A [Member]
June 2022 Offering [Member]
Common Stock [Member]
Common Class A [Member]
October 2022 Offering [Member]
Common Stock [Member]
Common Class B [Member]
Common Stock [Member]
Common Class B [Member]
ATM Program [Member]
 [1]
Common Stock [Member]
Common Class B [Member]
June 2022 Offering [Member]
 [1]
Common Stock [Member]
Common Class B [Member]
October 2022 Offering [Member]
 [1]
Additional Paid-in Capital [Member]
 [1]
Additional Paid-in Capital [Member]
ATM Program [Member]
 [1]
Additional Paid-in Capital [Member]
June 2022 Offering [Member]
 [1]
Additional Paid-in Capital [Member]
October 2022 Offering [Member]
 [1]
Retained Earnings [Member]
Retained Earnings [Member]
ATM Program [Member]
Retained Earnings [Member]
June 2022 Offering [Member]
Retained Earnings [Member]
October 2022 Offering [Member]
AOCI Attributable to Parent [Member]
AOCI Attributable to Parent [Member]
ATM Program [Member]
AOCI Attributable to Parent [Member]
June 2022 Offering [Member]
AOCI Attributable to Parent [Member]
October 2022 Offering [Member]
Noncontrolling Interest [Member]
Noncontrolling Interest [Member]
ATM Program [Member]
Noncontrolling Interest [Member]
June 2022 Offering [Member]
Noncontrolling Interest [Member]
October 2022 Offering [Member]
Total
ATM Program [Member]
June 2022 Offering [Member]
October 2022 Offering [Member]
Balance at Dec. 31, 2021 $ 4 [1]       [1]       $ 229,744       $ (55,544)       $ 324       $ 21,836       $ 196,364      
Balance, shares at Dec. 31, 2021 [1] 426       109                                              
Net loss [1]       [1]             (169,509)             (12,717)       (182,226)      
Equity-based compensation [1]       [1]       1,411                   259       1,670      
Equity-based compensation, shares [1] 11                                                      
Issuance of Class A shares, net of costs   $ 1 $ 1 [1] $ 8 [1]     $ 9,024 $ 5,039 $ 7,002         $ 9,025 $ 5,040 $ 7,010
Issuance of Class A shares, net of costs, shares [1] 85   59 833                                                
Issuance of Class A shares - contingent consideration [1]       [1]       3,486                         3,486      
Issuance of Class A shares - contingent consideration, shares [1] 19                                                      
Issuance of Class A shares - Amended Eyce APA (Note 3) [1]       [1]       657                         657      
Issuance of Class A shares - Amended Eyce APA, shares [1] 7                                                      
Issuance of Class A common stock and pre-funded warrants, net of costs [1]       [1]                                    
Issuance of Class A common stock and pre-funded warrants, net of costs, shares [1] 50                                                      
Reclassification adjustment for gain included in net loss (Note 4) [1]       [1]                   (332)             (332)      
VIBES disposition / deconsolidation (Note 3) [1]       [1]                         (1,789)       (1,789)      
Exchanges of noncontrolling interest for Class A common stock $ 1 [1]       [1]       7,654                   (7,655)            
Exchanges of noncontrolling interest for Class A common stock, shares [1] 109       (109)                                              
Other comprehensive income [1]       [1]                   63       84       147      
Other [1]       [1]             (61)                   (61)      
Balance at Dec. 31, 2022 $ 15 [1]       [1]       264,017       (225,114)       55       18       38,991      
Balance, shares at Dec. 31, 2022 [1] 1,599                                                    
Net loss [1]       [1]             (32,175)             (150)       (32,325)      
Equity-based compensation [1]       [1]       60                         60      
Equity-based compensation, shares [1] (1)                                                      
Issuance of Class A shares, net of costs $ 22 [1]       [1]       3,831                         3,852      
Issuance of Class A shares, net of costs, shares [1] 2,128                                                      
Issuance of Class A shares - Amended Eyce APA (Note 3) [1]       [1]       225                         225      
Other comprehensive income [1]       [1]                   190             190      
Balance at Dec. 31, 2023 $ 36 [1]       [1]       $ 268,132       $ (257,289)       $ 245       $ (132)       $ 10,992      
Balance, shares at Dec. 31, 2023 [1] 3,726                                                    
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.24.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:    
Net loss (including amounts attributable to non-controlling interest) $ (32,325) $ (182,226)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:    
Depreciation and amortization 2,243 7,405
Equity-based compensation expense 284 2,298
Goodwill and indefinite lived intangibles impairment charge 71,360
Definite-lived intangibles impairment charge 50,694
Property and equipment impairment charge 7,336
Change in fair value of contingent consideration 262 509
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA (267)
Change in provision for credit losses 188 3,311
Gain related to indemnification asset (2,018)
Loss on disposal of fixed assets 118 1,398
Gain on disposal of held-for-sale assets (705)
Gain related to VIBES disposition / deconsolidation (Note 3) (2,062)
Unrealized loss on equity investments 629 1,214
Realized gain on interest rate swap contract (408)
Amortization of deferred financing costs and debt discount 2,820 644
Other (124)
Changes in operating assets and liabilities, net of the effects of acquisitions:    
Decrease in accounts receivable 4,586 4,910
Decrease in inventories 20,113 26,345
Decrease in vendor deposits 2,531 7,899
Decrease (increase) in other current assets 7,769 (2,595)
Decrease in accounts payable (2,770) (6,459)
Decrease in accrued expenses and other liabilities (7,032) (10,944)
Decrease in customer deposits (1,208) (3,941)
Net cash provided by (used in) operating activities (1,793) (26,426)
Cash flows from investing activities:    
Proceeds from VIBES disposition (Note 3) 4,567
Purchase of property and equipment, net (1,007) (2,784)
Proceeds from sale of assets held for sale 9,593
Proceeds from sale of equity investments 1,037 649
Net cash provided by investing activities 30 12,025
Cash flows from financing activities:    
Proceeds from issuance of Class A common stock, net of issuance costs 3,852 21,075
Proceeds from (repayment of) Asset-Based Loan (15,000) 14,550
Proceeds from Secured Bridge Loan, net of costs 2,090
Debt issuance costs (751) (1,472)
Repayment of loan against future accounts receivable (1,721)
Proceeds from future receivables financing 3,894
Payments on Eyce and DaVinci promissory notes (2,133) (3,407)
Payments on Real Estate Note (7,958)
Repayment of Bridge Loan (8,000)
Proceeds from termination of interest rate swap 145
Purchase consideration paid for Eyce and DaVinci acquisition (350) (875)
Other (21) (128)
Net cash (used in) provided by financing activities (10,140) 13,930
Effects of exchange rate changes on cash 190 (210)
Net decrease in cash and cash equivalents (11,713) (681)
Total cash and restricted cash, beginning of period 12,176 12,857
Total cash and restricted cash, end of period 463 12,176
Cash 6,458 12,857
Restricted cash 5,718
Cash 463 6,458
Restricted cash 5,718
Supplemental disclosures of cash flow information    
Cash paid during the period for interest 4,495 2,251
Cash paid during the period for income taxes 76
Cash paid for amounts included in the measurement of lease liabilities 1,353 2,659
Non-cash investing activities and financing activities:    
Issuance of Class A common stock, warrants, and stock options for business acquisitions 3,486
Non-cash purchases of property and equipment 133 909
Decrease in non-controlling interest as a result of exchanges for Class A common stock (7,655)
Decrease in non-controlling interest as a result of VIBES disposition (1,789)
Transfer from contingent consideration to notes payable 1,650
Transfer from accrued expenses to notes payable $ 437
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.24.2
BUSINESS OPERATIONS AND ORGANIZATION
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS OPERATIONS AND ORGANIZATION

NOTE 1. BUSINESS OPERATIONS AND ORGANIZATION

 

Organization

 

Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, “we”, “us”, and “our”) was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (“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 merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers through both our e-commerce platforms and our flagship Higher Standards store in New York City’s famed Chelsea Market.

 

We have been developing a portfolio of our own proprietary brands (the “Greenlane Brands”) that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes Groove – our recently launched more affordable product line and Higher Standards – our premium smoke shop and ancillary product brand, and our award winning Vapor.com website and brand. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring branded products.

 

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 wholly owned subsidiaries of the Operating Company.

 

We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements.

 

On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. (“KushCo”) and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. 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.

 

Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows 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 a member 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 member with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.

 

 

In connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating Company’s members. The TRA provides for the payment by us to the Operating Company’s member(s) of 85.0% of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company’s assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units.

 

The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company.

 

As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100% of the voting and economic interests in Greenlane through the holders’ ownership of Class A common stock. See “Note 9 - Stockholder’s Equity.”

 

Reverse Stock Splits

 

On August 4, 2022, we filed a Certificate of Amendment (the “Certificate of Amendment”) to the A&R Charter with the Secretary of State of the State for Delaware (the “SSSD”), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”) at 5:01 PM Eastern Time on August 9, 2022. As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

 

On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

 

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See “Note 10 — Compensation Plans” for more information.

 

All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

 

Liquidity and Going Concern

 

Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

 

Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022, and July 2023 offerings, each as described and defined below.

 

 

ATM Program and Shelf Registration Statement

 

We formerly used a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to conduct securities offerings from time to time in order to meet our liquidity needs. In August 2021, we filed a prospectus supplement and established an “at-the-market” equity offering program (the “ATM Program”) that provided 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.

 

Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million. Due to the untimely filing of certain of our Quarterly and Annual Reports 3, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets

 

Common Stock and Warrant Offerings.

 

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds.

 

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the “October 2022 Offering”). The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July 2023 Offering”). The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023.

 

Asset-Based Loan

 

On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement.

 

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See “Note 6 - Long Term Debt” for more information.

 

 

ERC Sale

 

On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and Kim International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.

 

Future Receivables Financing

 

In July, August, October, and November 2023, the Company received an aggregate of approximately $3.9 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. See “Note 6 - Long Term Debt” for more information.

 

Management Initiatives

 

We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, and we also rationalized and improved our third-party brands product offering, which enabled us to reduce inventory carrying costs and working capital requirements while increasing our offerings.

 

In April 2023, we entered into two strategic partnership. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.

 

We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce significantly to reduce costs and align with our revenue projections.

 

The Company has incurred net losses of $32.3 million and $182.2 million for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, cash used in operating activities were $1.8 million and $26.4 million, respectively. The recent macroeconomic environment has caused weaker demand than contemplated under the Company’s business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

 

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

 

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

 

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

 

■Execute on strategic partnerships accretive to margins and operating cash

 

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

 

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

 

 
XML 21 R8.htm IDEA: XBRL DOCUMENT v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X.

 

Principles of Consolidation

 

Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company’s consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

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 following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives 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. The actual results could differ materially from those estimates.

 

Segment Reporting

 

We manage our global business operations through our operating and reportable business segments. As of December 31, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and evaluates operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.”

 

Business Combinations

 

Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 3— Business Acquisitions.”

 

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. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.”

 

We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.”

 

Cash

 

For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2023, and 2022, approximately $0.1 million and $0.8 million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2023, and 2022, we had no cash equivalents.

 

Restricted Cash

 

Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in “Note 6 - Debt.”

 

 

Accounts Receivable, net

 

Accounts receivable represent amounts due from customers for merchandise sales and are recorded when revenue is earned and are carried at the original invoiced amount less an allowance for any expected credit loss. 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 thirty days after the billing date. We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.”

 

Inventories, net

 

Inventories consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority of the inventory. We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market conditions. At December 31, 2023, and 2022, the reserve for obsolescence was approximately $9.5 million and $21.4 million, respectively. We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.”

 

Vendor Deposits

 

Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases.

 

Customs Bonds

 

The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in “Other current assets” in our consolidated balance sheets, see “Note 8 - Supplemental Financial Statement Information.”

 

Assets Held for Sale

 

We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed.

 

Property and Equipment, net

 

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.”

 

Impairment of Long-Lived Assets

 

We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.

 

Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods.

 

Investments in Equity Securities

 

Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within “Other assets” in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.”

 

 

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 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 $1.2 million and $2.8 million for the years ended December 31, 2023, and 2022, respectively.

 

Income Taxes

 

We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements.

 

As of December 31, 2023 and 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.

 

Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent

 

operations. If we determine we would be able to realize our deferred tax assets for which a valuation allowance had been recorded, then we would adjust the deferred tax asset valuation allowance, which would reduce our provision for income taxes.

 

We evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. We have no uncertain tax positions that qualify for inclusion in our consolidated financial statements. See “Note 11—Income Taxes.”

 

 

Tax Receivable Agreement (TRA)

 

We entered into the TRA with the Operating Company and each of the members of the Operating Company that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA.

 

We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate.

 

We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.

 

The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a member of the Operating Company has become probable and can be estimated, the estimated payment will be accrued. See “Note 11—Income Taxes.”

 

Revenue Recognition

 

Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

 

We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract) when an order is placed by a customer. We typically complete these orders within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales with each customer. See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability balance during the years ended December 31, 2023 and 2022.

 

We estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period. We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns allowance in any reporting period. Our liability for returns, which is included within “Accrued expenses and other current liabilities” in our consolidated balance sheets, was approximately $0.1 million and $0.3 million as of December 31, 2023 and 2022, respectively.

 

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.

 

 

The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a sales agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. The Company recognizes this fee on a periodic basis when the products have been shipped for the end consumer. In working with their partner, the Company is not responsible for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have control over the goods that will be shipped. As such, the Company is an agent and recognizes its revenue on a net basis for its service. The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.

 

One customer represented approximately 21% and 22% of our net sales for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 the Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately 11% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively.

 

Value Added Taxes

 

During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.

 

We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million and $0.4 million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.

 

Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022, we recognized a gain of approximately $2.0 million, respectively, within “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.

 

As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies.

 

Net Loss Per Share

 

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders’ Equity - Net Loss Per Share.”

 

Recently Issued Accounting Guidance

 

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 was 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, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our consolidated financial statements.

 

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 was 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 adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.

 

 

Recently Issued Accounting Guidance Not Yet Adopted

 

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require public companies to disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, the amendment requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods and require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. This amendment will go into effect for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements To Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

 

The amendments in this Update require that entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosure about the rate reconciliation.

 

The amendments in this Update require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

 

This Update also includes certain other amendments to improve the effectiveness of income tax disclosures, such as requiring that all entities disclose the following information:

 

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

 

The amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. This amendment will go into effect for annual periods beginning after December 15, 2024.

 
XML 22 R9.htm IDEA: XBRL DOCUMENT v3.24.2
BUSINESS ACQUISITIONS AND DISPOSITIONS
 12 Months Ended
Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS AND DISPOSITIONS

NOTE 3. BUSINESS ACQUISITIONS AND DISPOSITIONS

 

Amended Eyce APA

 

On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $0.9 million. We issued 71,721 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in seven quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date.

 

The Amended Eyce APA also provided for the payment of $0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel.

 

The transaction was accounted for separately from acquisition accounting for the Eyce business combination. Specifically, we recorded a gain of approximately $0.3 million, respectively, within “other income (expense), net” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022 to write-off the balance of the Eyce 2022 Contingent Payment. Also, we recorded approximately $1.3 million in compensation expense related to the Amended 2022 Contingent Payment within “salaries, benefits and payroll taxes” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022.

 

The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments which were not paid timely have rolled into the Synergy Imports, LLC Bridge Loan and is included in the additionally deferred amounts under that Loan.

 

VIBES Sale

 

On July 19, 2022, Warehouse Goods entered into the Sale Agreement with Portofino to sell the Company’s 50% stake in VIBES Holdings LLC for total consideration of $4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. In conjunction with and as a result of the disposition of and deconsolidation of our interest in VIBES Holdings LLC, we recorded a gain of $2.0 million for the year ended December 31, 2022, which is included as an offset in “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, as well as a reduction to non-controlling interest on our consolidated balance sheet as of December 31, 2022 of $1.8 million. In conjunction with the Sale Agreement, we returned inventory to VIBES with a carrying value of approximately $2.4 million.

 

 
XML 23 R10.htm IDEA: XBRL DOCUMENT v3.24.2
FAIR VALUE OF FINANCIAL INSTRUMENTS
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

 

The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments.

 

As of December 31, 2023 and 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.

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

 

                        
   Consolidated
Balance Sheet		  Fair Value at December 31, 2022 
(in thousands)  Caption  Level 1   Level 2   Level 3   Total 
Liabilities:                   
Contingent consideration - current  Accrued expenses and other current liabilities  $—   $—   $2,738   $2,738 
Total Liabilities     $—   $—   $2,738   $2,738 

 

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, 2023 and 2022.

 

Derivative Instrument and Hedging Activity

 

On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in “Note 6 - Debt.” The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date, and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement.

 

Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the year ended December 31, 2022, we recorded a gain of approximately $0.1 million based on the change in fair value of the interest rate swap contract within “interest expense” in our consolidated statement of income and comprehensive loss. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $0.3 million to “interest expense” in our consolidated statement of income and comprehensive loss. Refer to “Note 8 - Supplemental Financial Information” for further details on the components of accumulated other comprehensive income (loss) for the year ended December 31, 2022, respectively.

 

The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within “Other comprehensive income (loss)” in our consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the year ended December 31, 2022, respectively. In August 2022, we terminated the interest swap contract.

 

Contingent Consideration

 

Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. The estimate of the fair value of contingent consideration is determined by applying a risk-neutral framework using a Monte Carlo Simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our consolidated statements of operations and comprehensive loss.

 

 

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, 2023 and 2022 is as follows:

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION 

 

      
(in thousands)  Contingent Consideration 
Balance, December 31, 2021  $6,857 
Eyce 2021 Contingent Payment settlement in Class A common stock   (875)
Eyce 2021 Contingent Payment settlement in cash   (875)
DaVinci 2021 Contingent Payment settlement in Class A common stock   (2,611)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA   (267)
Loss from fair value adjustments included in results of operations   509 
Balance, December 31, 2022  $2,738 
Cash payments for earn contingent consideration   (350)
Transfer to notes payable   (1,650)
Loss from fair value adjustments included in results of operations   262 
Balance, December 31, 2023  $1,000 

 

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 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, 2023 and 2022.

 

As of December 31, 2023 and 2022, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $1.9 million, 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.

 
XML 24 R11.htm IDEA: XBRL DOCUMENT v3.24.2
LEASES
 12 Months Ended
Dec. 31, 2023
Leases  
LEASES

NOTE 5. LEASES

 

Greenlane as a Lessee

 

As of December 31, 2023, we had facilities financed under operating leases consisting of warehouses, offices, and a retail store, with lease term expirations between 2023 and 2027. Lease terms are generally three to seven years for warehouses, office space and our retail store location. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

During the year ended December 31, 2022, we took steps to reduce our operational footprint and we continue to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. We successfully transferred, subleased or terminated our office leases for our Cypress, CA, Hermosa Beach, CA, France and China locations. We also successfully transferred, subleased or terminated our retail leases for our Amsterdam, Netherlands, Barcelona, Spain, and Malibu, California locations.

 

On November 3, 2022, we entered into that certain Lease Termination Agreement, dated as of October 31, 2022 solely for reference purposes (the “Lease Termination Agreement”), by and between us and Warland Investments Company (the “Landlord”), which provided for the termination of our lease at 6261 Katella Avenue in Cypress, California (collectively, the “Lease Termination”). Pursuant to the terms of the Lease Termination Agreement, we agreed to pay a fee of approximately $0.5 million as an early termination fee in consideration for the Landlord agreeing to terminate all of our remaining obligations under the Cypress lease.

 

 

The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

 

 SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

(in thousands)  Operating Leases 
2024  $914 
2025   942 
2026   81 
2027   — 
2028 and thereafter   — 
Total minimum lease payments  $1,937 
Less: imputed interest   61 
Present value of minimum lease payments   1,876 
Less: current portion   866 
Long-term portion  $1,010 

 

Rent expense under operating leases was approximately $1.4 million and $3.6 million for the years ended December 31, 2023 and 2022, respectively.

 

The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss:

 

SCHEDULE OF LEASE COST

(in thousands)      
   For the year ended December 31, 
(in thousands)  2023   2022 
Operating lease cost  $1,613   $2,735 
Variable lease cost   461    837 
Total lease cost  $2,074   $3,572 

 

The table below presents the terms and discount rates of the Company’s operating leases as of December 31:

 

   2023   2022 
Weighted average remaining lease terms   1.9 years    2.5 years 
Weighted average discount rate   2.2%   2.2%

 
XML 25 R12.htm IDEA: XBRL DOCUMENT v3.24.2
DEBT
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT

NOTE 6. DEBT

 

Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:

 

 SCHEDULE OF DEBT

(in thousands)      
   As of December 31, 
(in thousands)  2023   2022 
Asset-Based Loan  $—   $15,000 
DaVinci Promissory Note   —    2,538 
Eyce Promissory Note   —    647 
Future Receivables Financing   2,174    — 
Secured Bridge Loan   5,109    — 
 Total long term debt   7,283    18,185 
Less unamortized debt issuance costs   —    (1,960)
Less current portion of debt   (7,283)   (3,185)
Debt, net, excluding operating and finance leases and liabilities  $—   $13,040 

 

 

Bridge Loan

 

In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of 15.0% is due monthly, and the principal amount was originally due in full on June 30, 2022. We incurred $0.3 million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid.

 

On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the “First Amendment”), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the “Bridge Loan”), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $4.0 million of the aggregate principal amount due under the Bridge Loan on July 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied.

 

Real Estate Note

 

On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $8.5 million. Our obligations under the Real Estate Note were secured by a mortgage on the property.

 

On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the “Real Estate Note Amendment”), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full.

 

In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and ACS 1095 LLC (“the HQ Purchaser”) whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $9.6 million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of December 31, 2023 or 2022.

 

Asset-Based Loan

 

On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement (the “Asset-Based Loan Agreement”), dated as of August 8, 2022, by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders (the “Asset Based Loan” or “Line of Credit”).

 

Pursuant to the Asset-Based Loan Agreement, the Lenders agreed to make available to us a term loan of up to $15.0 million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term loan amount, $5.7 million was located in a blocked account, which was classified as “restricted cash” on our consolidated balance sheet, and which released the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Asset-Based Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the Closing Date (the “Maturity Date”).

 

We incurred $1.5 million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $0.5 million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which were amortized through interest expense over the term of the Asset-Based Loan. The Asset-Based Loan contained customary covenants and restrictions, including, without limitation, covenants that required us to comply with applicable laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan.

 

The Asset-Based Loan accrued interest at the prime rate plus 8.0%, and interest payments were due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $0.3 million would be due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date.

 

On February 9, 2023, we entered into Amendment No. 2 to the Asset-Based Loan Agreement, pursuant to which we agreed to, among other things, to voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Asset-Based Loan Agreement and the lenders under the Asset-Based Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Asset-Based Loan Agreement. Amendment No.2 to the Asset-Based Loan Agreement also provided that we would make additional prepayments upon the occurrence of certain specified asset sales by the Company.

 

 

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Asset-Based Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Asset-Based Loan Agreement, in accordance with the terms of the Asset-Based Loan Agreement.

 

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% were due quarterly through October 2023.

 

Eyce Promissory Note

 

In March 2021, one of the Operating Company’s wholly-owned subsidiaries financed a portion of the consideration of 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. As of December 31, 2023, the Eyce Promissory Note was repaid in full, and there was no remaining balance on our condensed consolidated balance sheet.

 

Future Receivables Financings

 

On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. The total amount to be repaid under the initial Future Receivables Financings was approximately $4.5 million. In connection with the Future Receivables Financings, the Company granted the lenders security interests in Company’s accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders may file financing statements evidencing the security interests.

 

Secured Bridge Loan

 

On September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

 

Pursuant to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a six-month bridge loan of $2.2 million in new funds. Additionally, the Secured Bridge Loan Lender agreed to defer payments totaling $2,028,604 already owed by the Company under existing payment obligations and potentially defer up to an additional $2,655,778 which may become due pursuant to existing agreements during the term of the September 2023 Loan Agreement.

 

Subject to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral. Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September 2023 Loan Agreement.

 

Future Minimum Principal Payments

 

The following table summarizes future scheduled minimum principal payments of debt at December 31, 2023. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement.

 

(in thousands)                  
   Year Ending December 31, 
(in thousands)  2024   2025   2026   2027   2028   Total 
Asset-Based Loan  $—   $—   $—   $—   $—   $— 
DaVinci Promissory Note   —    —    —    —    —    — 
Eyce Promissory Note   —    —    —    —    —    — 
Future Receivables Financing   2,174    —    —    —    —    2,174 
Secured Bridge Loan   5,109    —    —    —    —    5,109 
Total  $7,283   $—   $—   $—   $—   $7,283 

 
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.24.2
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the year ended December 31, 2023.

 

 

Other Contingencies

 

We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities.]

 

See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 11—Incomes Taxes” for information regarding income tax contingencies.

 
XML 27 R14.htm IDEA: XBRL DOCUMENT v3.24.2
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

NOTE 8. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

 

ERC Sale

 

As of December 31, 2022, we had recorded an Employee Retention Credit (“ERC”) receivable of $4.9 million within “Other current assets” on our consolidated balance sheets, and a corresponding amount was included in “Other income (expense), net” in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and Kim International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the ERC program.

 

Property and Equipment, net

 

The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization:

 

            
      As of December 31, 
(in thousands)  Estimated useful life  2023   2022 
Furniture, equipment and software  3 - 7 years  $8,570   $7,492 
Personal property  5 years   —    — 
Leasehold improvements  Lesser of lease term or 5 years   51    104 
Building  39 years   —    — 
Land      —    — 
Land improvements  15 years   —    — 
Work in process      411    679 
Property and equipment, gross      9,032    8,275 
Less: accumulated depreciation      6,556    4,313 
Property and equipment, net     $2,476   $3,962 

 

Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022 was approximately $2.2 million and $3.3 million, respectively.

 

 

Intangible Assets, Net

 

Identified intangible assets consisted of the following at the dates indicated below:

 

   As of December 31, 2022 
   Gross carrying amount   Accumulated amortization   Impairment Charge   Carrying value   Estimated useful life
   (in thousands) 
Design libraries  $8,710   $(1,010)  $(7,700)  $—   7-15 years
Trademarks and tradenames   6,915    (3,361)   (3,554)   —   5-15 years
Customer relationships   43,628    (4,666)   (38,962)   —   5-15 years
Other intangibles   753    (275)   (478)   —   5-15 years
Total finite-lived intangibles   60,006    (9,312)   (50,694)   —    
Trademarks   29,500    —    (29,500)   —   Indefinite
Total indefinite-lived intangibles   29,500    —    (29,500)   —    
   $89,506   $(9,312)  $(80,194)  $—    

 

We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows, management concluded that a triggering event occurred in the third quarter of 2022, based upon which we recorded an impairment charge related to our indefinite-lived intangible assets of $24.9 million. During the fourth quarter of 2022, we further concluded that the remaining $4.6 million balance of indefinite-lived intangibles was impaired. Based upon these assessments, we recorded a total impairment charge related to indefinite-lived intangibles of $29.5 million for the year ended December 31, 2022. We also recorded an impairment charge related to our goodwill balance, as described further below.

 

We did not acquire any additional intangible assets during the years ended December 31, 2023 and 2022. .

 

Amortization expense for intangible assets was approximately $0 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively.

 

Goodwill

 

We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Goodwill was assessed for impairment at the reporting unit level. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows of our Consumer Goods and Industrial Goods reporting units, management concluded that a triggering event occurred in the third quarter of 2022, requiring a quantitative impairment test of our goodwill for both of our reporting units. Based on this assessment, we concluded that the fair value of each of our two reporting units was below their respective carrying value, and goodwill was fully impaired for both reporting units during the year ended December 31, 2022.

 

Other Current Assets

 

The following table summarizes the composition of other current assets as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Other current assets:        
Employee retention credit (ERC) receivable  $—   $4,854 
VAT refund receivable (Note 2)   78    143 
Prepaid expenses   1,207    1,293 
Indemnification receivable, net   7    736 
Customs bonds   1,229    1,378 
Other   798    2,716 
Other current assets  $3,319   $11,120 

 

 

Accrued Expenses and Other Current Liabilities

 

The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Accrued expenses and other current liabilities:        
VAT payable (including amounts related to VAT matter described in Note 2)  $313   $2,809 
Contingent consideration   1,000    2,738 
Accrued employee compensation   861    3,812 
Amended Eyce APA   —    430 
Accrued expenses   499    818 
Refund liability (including accounts receivable credit balances)   68    329 
Accrued construction in progress (ERP)   —    170 
Sales tax payable   315    578 
Other   

—

    198 
Accrued expenses and other current liabilities  $3,056   $11,882 

 

Customer Deposits

 

For certain product offerings, 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, 2023 and 2022, respectively, were as follows:

 

(in thousands)  Customer Deposits 
Balance as of December 31, 2021  $7,924 
Increases due to deposits received, net of other adjustments   12,016 
Revenue recognized   (15,957)
Balance as of December 31, 2022  $3,983 
Increases due to deposits received, net of other adjustments   4,191 
Customer Overpayments   220 
Revenue recognized   (5,619)
Balance as of December 31, 2023  $2,775 

 

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, 2021  $282   $42   $324 
Other comprehensive income (loss)   (211)   358    147 
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)   —    (332)   (332)
Less: Other comprehensive (income) loss attributable to non-controlling interest   (16)   (68)   139 
Balance at December 31, 2022  $55   $—   $55 
Other comprehensive income (loss)   190    —    190 
Less: Other comprehensive (income) loss attributable to non-controlling interest   —    —    — 
Balance at December 31, 2023  $245   $—   $245 

 

Supplier Concentration

 

Our four largest vendors accounted for an aggregate of approximately 25.3% and 57.4% of our total purchases for the years ended December 31, 2023 and 2022, respectively We expect to maintain our relationships with these vendors.

 

 

Related Party Transactions

 

Nicholas Kovacevich, our former Chief Corporate Development Officer owns capital stock of Blum Holdings Inc. (“Blum”) and serves on the Blum board of directors. Net sales to Blum totaled approximately $0.4 million for the ended December 31, 2022. Total accounts receivable due from Blum were approximately $0.4 million as of December 31, 2023 and 2022, respectively. On February 8, 2023, we filed a lawsuit against Blum in Superior Court of California, Orange County, seeking to compel the repayment of Blum’s open balance due to us. As of the date of these financial statements were available to be issued, there has been a judgement received in favor of the Company.

 

Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.

 

Adam Schoenfeld, co-founder and a former director of the Company, has a significant ownership interest in one of our customers, Universal Growing. Net sales to Universal Growing were approximately less than $0.1 million for the year ended December 31, 2022. Total gross accounts receivable due from Universal Growing as of December 31, 2023 and 2022 were de minimis.

 

In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, with respect to the $8.0 million Bridge Loan. On June 30, 2022, we entered into the First Amendment to the Secured Promissory Note, which provided for the extension of the maturity date of the Secured Promissory Note from June 30, 2022 to July 14, 2022. On July 19, 2022, we fully repaid the Bridge Loan and as a result, all obligations under the Bridge Loan have been satisfied.

 

On July 19, 2022, Warehouse Goods entered into a Membership Interest Purchase Agreement and supporting documents (collectively, the “Sale Agreement”) with Portofino Partners LLC (“Portofino”) to sell the Company’s 50% stake in VIBES Holdings LLC for total consideration of $4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. Portofino is an entity partially controlled by Adam Schoenfeld. The Sale Agreement was approved by the affirmative vote of a majority of the disinterested members of the Board and the audit committee of the Board in accordance with the Company’s related party transactions policy. In addition, $2.4 million was transferred to Portofino.

 

Renah Persofsky, a director of the Company, is a member of the board of directors of Tilray Brands, Inc. (“Tilray”). Net sales to Tilray totaled approximately $2.2 million, for the year ended December 31, 2022, respectively.

 
XML 28 R15.htm IDEA: XBRL DOCUMENT v3.24.2
STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 9. 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).

 

Effective August 9, 2022, we completed a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”), as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

 

Effective June 5, 2023, we completed a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock, as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

 

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

 

 

Non-Controlling Interest

 

As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented.

 

At-the-Market Equity Offering

 

In August 2021, we established an “at-the-market” equity offering program (the “ATM Program”) that provided for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC (“Cowen”), as the sales agent.

 

Sales of our Class A common stock under the ATM Program were 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 Capital Market or sales made to or through a market maker or through an electronic communications network.

 

Shares of our Class A common stock were issued pursuant to our shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022.

 

On April 18, 2022, we entered into Amendment No. 1 (the “ATM Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the ATM Amendment, approximately $37.3 million in shares remained available for issuance under the ATM Program.

 

Due to the untimely filing of certain of our Quarterly and Annual Reports, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets.

 

The table below summarizes sales of our Class A common stock under the ATM program:

 

($ in thousands) 

August 2021 (Inception) through

December 31, 2023

 
Class A shares sold*   97,262 
Gross proceeds  $12,684 
Fees paid to sales agent  $381 
Net proceeds  $12,303 

 

*After giving effect to the Reverse Stock Splits.

 

Common Stock and Warrant Offerings

 

June 2022 Offering

 

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of one share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase one share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable six months from the date of issuance at an exercise price equal to $5.00 per share of Class A common stock for a period of five years. Each June 2022 Pre-Funded Warrant was exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.002. The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million.

 

 

All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional 495,000 shares of our Class A common stock, for de minimis net proceeds.

 

October 2022 Offering

 

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A common stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units each consisted of one share of Class A common stock or a October 2022 Pre-Funded Warrant and two October 2022 Standard Warrants to purchase one share of our Class A common stock. The October 2022 units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $0.90 per share of Class A common stock for a period of seven years. Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

 

All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional 137,778 shares of our Class A common stock, for de minimis net proceeds.

 

July 2023 Offering

 

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $1.05 per share of Class A common stock for a period of five years. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.9 million.

 

As of the date of this Annual Report on Form 10-K, all July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional 1,911,000 shares of our Class A common stock subsequent to year end, for de minimis net proceeds.

 

In connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $50.00 and $9.00, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $1.05, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged.

 

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)  2023   2022 
Numerator:        
Net loss  $(32,325)  $(182,226)
Less: Net loss attributable to non-controlling interests   150    (12,717)
Plus: Deemed Dividend on “October 2022 Standard Warrants”   (388)   - 
Net loss attributable to Class A common stockholders  $(32,563)  $(169,509)
Denominator:          
Weighted average shares of Class A common stock outstanding*   3,993    753 
Net loss per share of Class A common stock - basic and diluted*  $(8.16)  $(22.51)

 

*After giving effect to the Reverse Stock Splits.

 

The July 2023 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, 2023, beginning with their issuance date, as their stated exercise price of $0.001 was non-substantive and their exercise was virtually assured.

 

On June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in November 2022 at an exercise price per share of $9.00. The warrants expire on November 1, 2029. In connection with the amendment, the exercise price of the warrants was reduced to $1.05. The impact of the amendment resulted in a deemed dividend in the amount of $0.4 million. The deemed dividend was calculated by the change in fair value.

 

For the years ended December 31, 2023 and 2022, respectively, shares of Class B 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 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 under the two-class method have not been presented for the years ended December 31, 2023 and 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company as of December 31, 2023 and 2022.

 
XML 29 R16.htm IDEA: XBRL DOCUMENT v3.24.2
COMPENSATION PLANS
 12 Months Ended
Dec. 31, 2023
Compensation Related Costs [Abstract]  
COMPENSATION PLANS

NOTE 10. COMPENSATION PLANS

 

Amended and Restated 2019 Equity Incentive Plan

 

In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 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. At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the “Second Amended 2019 Plan”) which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan. Following the effect of the Reverse Stock Splits, the total number of shares of Class A common stock authorized for issuance is 110,000 shares as of December 31, 2023.

 

The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders.

 

On June 2, 2023, the Company’s stockholders approved a third amendment and restatement of the 2019 Plan (the “Third Amended Plan”). The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance under the Second Amended 2019 Plan by 209,862 shares to an aggregate of 319,862 shares. As of the date of this Annual Report on Form 10-K, we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares authorized under the Third Amended Plan.

 

 

Equity-Based Compensation Expense

 

Equity-based compensation expense is included within “salaries, benefits and payroll taxes” in our consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
Stock options - Class A common stock  $36   $1,098 
Restricted shares - Class A common stock   37    517 
Restricted stock units (RSUs) - Class A common stock   —    11 
Total equity-based compensation expense  $73   $1,626 

 

During the year ended December 31, 2022, we granted an aggregate of 129,106 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $2.52 per share to $20.00 per share, and vesting periods ranging from three months to four years. There were no options granted during the year ended December 31, 2023.

 

Total remaining unrecognized compensation expense as of December 31, 2023 was as follows:

 

   Remaining Unrecognized Compensation Expense December 31, 2023   Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized 
   (in thousands)   (in years) 
Stock options - Class A common stock  $—    0 
Restricted shares - Class A common stock   19    0.85 
Total remaining unrecognized compensation expense  $19      

 

The fair value of the stock option awards granted during the year ended December 31, 2022 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions:

 

Expected volatility (1)   100% - 100% 
Expected dividend yield (2)   — 
Expected term (3)   5.88 - 6.05 years 
Risk-free interest rate (4)   1.62% - 3.31% 

 

(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, 2023 and 2022 is as follows:

 

   Stock Options 
   Number of Options   Weighted-Average
Exercise Price		 
Outstanding as of December 31, 2021   265,947   $71.80 
Granted   129,106    9.34 
Exercised   —    — 
Forfeited   (167,201)   17.59 
Outstanding as of December 31, 2022   227,852   $58.88 
Granted   —    — 
Exercised   —    — 
Forfeited   (83,044)   — 
Outstanding as of December 31, 2023   144,808   $57.64 

 

The weighted-average grant date fair value of options granted for the year ended December 31, 2022 was $9.34. The total fair value of stock options vested during the years ended December 31, 2023 and 2022 was approximately $0.1 million and $2.1 million, respectively.

 

 

401(k) Plan

 

Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($23,000 for calendar year 2023). Participants are eligible to receive a matching contribution from us of 100% of the first 3% and 50% of the next 2% of contributions. Matching contributions, other than safe-harbor contributions, vest 33% per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100% vested as of the date of the contribution.

 
XML 30 R17.htm IDEA: XBRL DOCUMENT v3.24.2
INCOME TAXES
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 11. INCOME TAXES

 

As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company was generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company was also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in addition to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income.

 

Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s U.S. income and expenses will be included in our US and state tax returns.

 

The Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $(30,325)  $(172,997)
Foreign  $(2,000)  $(9,242)
Total  $(32,325)  $(182,239)

 

Income Tax Expense

 

The income tax (benefit) expense for the years ended December 31, 2023 and 2022 consisted of the following:

 

(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
Current tax (benefit) expense                                        
Current year  $—   $—   $—   $—   $—   $(13)  $—   $(13)
Total current year   —    —    —    —    —    (13)   —    (13)
Deferred tax (benefit) expense                                        
Current year   (5,991)   (500)   (1,798)   (8,289)   (31,475)   (2,311)   (10,368)   (44,154)
Change in valuation allowance   5,743    500    1,219    

7,462

    36,867    2,311    13,523    52,701 
Change in tax rate   —    —    780    780    72    —    (344)   (272)
Tax conversion of Operating Company   —    —    —    —    2,990    —    1,022    4,012 
Up-C consolidation   —    —    —    —    (10,097)   —    (3,440)   (13,537)
KushCo merger or true ups   248    —    (201)   47    1,643    —    (393)   1,250 
Total deferred tax (benefit) expense   —    —    —    —    —    —    —    — 
Income tax (benefit) expense  $—   $—   $—   $—   $—   $(13)  $—   $(13)

 

 

A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
Expected federal income tax (benefit) expense at statutory rate  $(6,788)  $(38,270)
State tax expense, net of federal benefit   (1,605)   (8,688)
Loss attributable to non-controlling interests   4   2,121 
Change in valuation allowance   

7,462

    52,701 
Tax conversion of Operating Company   —    4,012 
Up-C consolidation   —    (13,537)
KushCo merger   —    1,250 
Change in tax rates        

—

 
Prior year true-ups   227    — 
Other, net   700   398 
Income tax (benefit) expense  $—   $(13)

 

Deferred Tax Assets and Liabilities

 

The components of deferred tax assets and liabilities were as follows:

 

           
   As of December 31, 
(in thousands)  2023   2022 
Deferred tax assets:          
Goodwill and other intangible assets  $36,018   $36,841 
Fixed assets   

943

    1,590 
Inventory   2,854    5,858 
Allowance for doubtful accounts   833    833 
Operating lease liability   164    862 
Equity-based compensation   2,576    2,576 
Business interest carryforward   6,897    5,342 
Net operating loss carryforwards   67,667    57,136 
Other   411    576 
Total deferred tax assets   118,363    111,614 
Valuation allowance   (118,262)   (110,799)
Net deferred tax assets   101    815 
Deferred tax liability:          
Right of use assets   (101)   (815)
Basis difference in investment in the Operating Company   —    — 
Total deferred tax liabilities   (101)   (815)
Net deferred tax assets and liabilities  $—   $— 

 

We had approximately $240.2 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 $235.0 of State net operating loss carryforwards that begin expiring in 2038, $14.9 million of Dutch net operating loss carryforwards that begin expiring in 2029, and $0.2 million Canadian net operating loss carryforwards that begin expiring in 2026. Their utilization is limited to our future taxable income. We have not completed our evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules. Due to the fact that there is a full valuation allowance and losses being generated in the current year, any limitation based on the code would not have a material impact on the net deferred tax asset balance. In addition, the deduction for business interest is limited to 30 percent of taxable income (the “Section 163(j) limitation”). The interest that is not deductible due this limitation is carried forward to subsequent years and subject to the next years Section 163(j) limitation. At December 31, 2023 we had $26.2 million of business interest carryforwards, which includes $17.6 million from the KushCo merger. The utilization of the business interest carryforward from the KushCo merger may be further limited by the application of the Section 382 rules.

 

 

During the years ended December 31, 2023 and 2022, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $0 as of December 31, 2023 and 2022, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce the provision for income taxes.

 

We do not record U.S. income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based upon our intention to permanently reinvest undistributed earnings into working capital and further expansion of existing operations outside the United States. In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences.

 

Uncertain Tax Positions

 

For the year ended December 31, 2023 and 2022, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2019 – 2023. As of the date these financial statements were issued, there were not any ongoing income tax audits.

 

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, 2023 and 2022.

 

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, 2023 and 2022, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA. 

 
XML 31 R18.htm IDEA: XBRL DOCUMENT v3.24.2
SEGMENT REPORTING
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING

NOTE 12. SEGMENT REPORTING

 

We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO.

 

We determined we had two operating segments as of December 31, 2023, which are the same as our reportable segments: (1) Consumer Goods, and (2) Industrial Goods. These operating segments align with how we manage our business as of the fourth quarter of 2023. The accounting policies of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies.”

 

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, such as Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.

 

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

 

 

Our CODM allocates resources to and assesses the performance of our two operating segments based on the operating segments’ net sales and gross profit. The following table sets forth information by reportable segment for the years ended December 31, 2023 and 2022. There were no material intersegment sales during the years ended December 31, 2023 and 2022.

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   For the Year Ended December 31, 2023   For the Year Ended December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Net sales  $28,737   $36,636   $65,373   $48,134   $88,951   $137,085 
Cost of sales   18,754    28,793    47,547    38,531    73,571    112,102 
Gross profit  $9,983   $7,843   $17,826   $9,603   $15,380   $24,983 

 

The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   As of December 31, 2023   As of December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Accounts receivable, net  $642   $1,051   $1,693   $967   $5,501   $6,468 
Inventories, net  $8,881   $11,648   $20,529   $19,259   $21,384   $40,643 
Vendor deposits  $1,958   $1,807   $3,765   $3,269   $3,027   $6,296 

 

The following table sets forth our net sales by major product category:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
Industrial Vape Products  $26,803   $53,664 
Other Industrial Products   8,733    35,287 
Consumer Products - Greenlane Brands   5,072    15,063 
Consumer Products - 3rd Party Brands   24,765    33,071 
Total net sales  $65,373   $137,085 

 

The following table sets forth net sales disaggregated by geography:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $58,539   $126,333 
Canada   1,291    5,810 
Europe   5,543    4,942 
Total net sales  $65,373   $137,085 

 

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:

 

(in thousands)  2023   2022 
   As of December 31, 
(in thousands)  2023   2022 
United States  $4,255   $7,077 
Canada   4    48 
Europe   153    279 
Total long-lived assets  $4,412   $7,404 

 

See “Note 8—Supplemental Financial Statement Information” for goodwill by reportable segment.

 
XML 32 R19.htm IDEA: XBRL DOCUMENT v3.24.2
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

 

On May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets related to the Eyce and DaVinci brands. In consideration for the acquisition, all parties entered into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment agreements. The updated date of maturity will be through July 2024.

 

From January 1, 2024 through July 18, 2024, the Company issued 1,911,000 shares of Class A common shares in connection with the exercise of the remaining penny warrants as discussed in Note 9 of these consolidated financial statements.

 

On January 16, 2024, the Company issued 184,000 shares of Class A common shares in connection with a consulting agreement which had a market value of approximately $88,000 on the date of issuance.

 

In May 2024, the Company entered into an agreement with a group of individuals to sell 100% equity interests of one of the Company’s wholly-owned subsidiaries, Shavita B.V. and substantially all of the assets of ARI Logistics B.V. As of the date that these financial statements were available to be issued, the transaction was not officially closed as there was pending consideration to be transferred to the Company.
XML 33 R20.htm IDEA: XBRL DOCUMENT v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

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

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.

 
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 following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives 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. The actual results could differ materially from those estimates.

 
Segment Reporting

Segment Reporting

 

We manage our global business operations through our operating and reportable business segments. As of December 31, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and evaluates operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.”

 
Business Combinations

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

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

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. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.”

 

We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.”

 
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 federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2023, and 2022, approximately $0.1 million and $0.8 million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2023, and 2022, we had no cash equivalents.

 
Restricted Cash

Restricted Cash

 

Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in “Note 6 - Debt.”

 

 
Accounts Receivable, net

Accounts Receivable, 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 expected credit loss. 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 thirty days after the billing date. We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.”

 
Inventories, net

Inventories, 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, 2023, and 2022, the reserve for obsolescence was approximately $9.5 million and $21.4 million, respectively. We pledge inventory as collateral for our long-term debt, 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

Assets Held for Sale

 

We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed.

 
Property and Equipment, net

Property and Equipment, net

 

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.”

 
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.

 

Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods.

 
Investments in Equity Securities

Investments in Equity Securities

 

Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within “Other assets” in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.”

 

 
Vendor 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 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

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 $1.2 million and $2.8 million for the years ended December 31, 2023, and 2022, respectively.

 
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.

 

As of December 31, 2023 and 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.

 

Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent

 

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)

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 Recognition

 

Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

 

We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract) when an order is placed by a customer. We typically complete these orders within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales with each customer. See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability balance during the years ended December 31, 2023 and 2022.

 

We estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period. We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns allowance in any reporting period. Our liability for returns, which is included within “Accrued expenses and other current liabilities” in our consolidated balance sheets, was approximately $0.1 million and $0.3 million as of December 31, 2023 and 2022, respectively.

 

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.

 

 

The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a sales agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. The Company recognizes this fee on a periodic basis when the products have been shipped for the end consumer. In working with their partner, the Company is not responsible for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have control over the goods that will be shipped. As such, the Company is an agent and recognizes its revenue on a net basis for its service. The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.

 

One customer represented approximately 21% and 22% of our net sales for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 the Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately 11% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively.

 
Value Added Taxes

Value Added Taxes

 

During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.

 

We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million and $0.4 million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.

 

Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022, we recognized a gain of approximately $2.0 million, respectively, within “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.

 

As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies.

 
Net Loss Per Share

Net Loss Per Share

 

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders’ Equity - Net Loss Per Share.”

 
Recently Issued Accounting Guidance

Recently Issued Accounting Guidance

 

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 was 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, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our consolidated financial statements.

 

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 was 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 adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.

 

 
Recently Issued Accounting Guidance Not Yet Adopted

Recently Issued Accounting Guidance Not Yet Adopted

 

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require public companies to disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, the amendment requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods and require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. This amendment will go into effect for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements To Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

 

The amendments in this Update require that entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosure about the rate reconciliation.

 

The amendments in this Update require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

 

This Update also includes certain other amendments to improve the effectiveness of income tax disclosures, such as requiring that all entities disclose the following information:

 

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

 

The amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. This amendment will go into effect for annual periods beginning after December 15, 2024.
XML 34 R21.htm IDEA: XBRL DOCUMENT v3.24.2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

As of December 31, 2023 and 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.

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

 

                        
   Consolidated
Balance Sheet		  Fair Value at December 31, 2022 
(in thousands)  Caption  Level 1   Level 2   Level 3   Total 
Liabilities:                   
Contingent consideration - current  Accrued expenses and other current liabilities  $—   $—   $2,738   $2,738 
Total Liabilities     $—   $—   $2,738   $2,738 
SCHEDULE OF 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, 2023 and 2022 is as follows:

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION 

 

      
(in thousands)  Contingent Consideration 
Balance, December 31, 2021  $6,857 
Eyce 2021 Contingent Payment settlement in Class A common stock   (875)
Eyce 2021 Contingent Payment settlement in cash   (875)
DaVinci 2021 Contingent Payment settlement in Class A common stock   (2,611)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA   (267)
Loss from fair value adjustments included in results of operations   509 
Balance, December 31, 2022  $2,738 
Cash payments for earn contingent consideration   (350)
Transfer to notes payable   (1,650)
Loss from fair value adjustments included in results of operations   262 
Balance, December 31, 2023  $1,000 
XML 35 R22.htm IDEA: XBRL DOCUMENT v3.24.2
LEASES (Tables)
 12 Months Ended
Dec. 31, 2023
Leases  
SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

 

 SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

(in thousands)  Operating Leases 
2024  $914 
2025   942 
2026   81 
2027   — 
2028 and thereafter   — 
Total minimum lease payments  $1,937 
Less: imputed interest   61 
Present value of minimum lease payments   1,876 
Less: current portion   866 
Long-term portion  $1,010 
SCHEDULE OF LEASE COST

The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss:

 

SCHEDULE OF LEASE COST

(in thousands)      
   For the year ended December 31, 
(in thousands)  2023   2022 
Operating lease cost  $1,613   $2,735 
Variable lease cost   461    837 
Total lease cost  $2,074   $3,572 

 

The table below presents the terms and discount rates of the Company’s operating leases as of December 31:

 

   2023   2022 
Weighted average remaining lease terms   1.9 years    2.5 years 
Weighted average discount rate   2.2%   2.2%
XML 36 R23.htm IDEA: XBRL DOCUMENT v3.24.2
DEBT (Tables)
 12 Months Ended
Dec. 31, 2023
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:

 

 SCHEDULE OF DEBT

(in thousands)      
   As of December 31, 
(in thousands)  2023   2022 
Asset-Based Loan  $—   $15,000 
DaVinci Promissory Note   —    2,538 
Eyce Promissory Note   —    647 
Future Receivables Financing   2,174    — 
Secured Bridge Loan   5,109    — 
 Total long term debt   7,283    18,185 
Less unamortized debt issuance costs   —    (1,960)
Less current portion of debt   (7,283)   (3,185)
Debt, net, excluding operating and finance leases and liabilities  $—   $13,040 
SCHEDULE OF MATURITIES OF LONG-TERM DEBT

The following table summarizes future scheduled minimum principal payments of debt at December 31, 2023. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement.

 

(in thousands)                  
   Year Ending December 31, 
(in thousands)  2024   2025   2026   2027   2028   Total 
Asset-Based Loan  $—   $—   $—   $—   $—   $— 
DaVinci Promissory Note   —    —    —    —    —    — 
Eyce Promissory Note   —    —    —    —    —    — 
Future Receivables Financing   2,174    —    —    —    —    2,174 
Secured Bridge Loan   5,109    —    —    —    —    5,109 
Total  $7,283   $—   $—   $—   $—   $7,283 
XML 37 R24.htm IDEA: XBRL DOCUMENT v3.24.2
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION

The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization:

 

            
      As of December 31, 
(in thousands)  Estimated useful life  2023   2022 
Furniture, equipment and software  3 - 7 years  $8,570   $7,492 
Personal property  5 years   —    — 
Leasehold improvements  Lesser of lease term or 5 years   51    104 
Building  39 years   —    — 
Land      —    — 
Land improvements  15 years   —    — 
Work in process      411    679 
Property and equipment, gross      9,032    8,275 
Less: accumulated depreciation      6,556    4,313 
Property and equipment, net     $2,476   $3,962 
SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS

Identified intangible assets consisted of the following at the dates indicated below:

 

   As of December 31, 2022 
   Gross carrying amount   Accumulated amortization   Impairment Charge   Carrying value   Estimated useful life
   (in thousands) 
Design libraries  $8,710   $(1,010)  $(7,700)  $—   7-15 years
Trademarks and tradenames   6,915    (3,361)   (3,554)   —   5-15 years
Customer relationships   43,628    (4,666)   (38,962)   —   5-15 years
Other intangibles   753    (275)   (478)   —   5-15 years
Total finite-lived intangibles   60,006    (9,312)   (50,694)   —    
Trademarks   29,500    —    (29,500)   —   Indefinite
Total indefinite-lived intangibles   29,500    —    (29,500)   —    
   $89,506   $(9,312)  $(80,194)  $—    
SCHEDULE OF OTHER CURRENT ASSETS

The following table summarizes the composition of other current assets as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Other current assets:        
Employee retention credit (ERC) receivable  $—   $4,854 
VAT refund receivable (Note 2)   78    143 
Prepaid expenses   1,207    1,293 
Indemnification receivable, net   7    736 
Customs bonds   1,229    1,378 
Other   798    2,716 
Other current assets  $3,319   $11,120 
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:

 

         
   As of December 31, 
(in thousands)  2023   2022 
Accrued expenses and other current liabilities:        
VAT payable (including amounts related to VAT matter described in Note 2)  $313   $2,809 
Contingent consideration   1,000    2,738 
Accrued employee compensation   861    3,812 
Amended Eyce APA   —    430 
Accrued expenses   499    818 
Refund liability (including accounts receivable credit balances)   68    329 
Accrued construction in progress (ERP)   —    170 
Sales tax payable   315    578 
Other   

—

    198 
Accrued expenses and other current liabilities  $3,056   $11,882 
SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY

 

(in thousands)  Customer Deposits 
Balance as of December 31, 2021  $7,924 
Increases due to deposits received, net of other adjustments   12,016 
Revenue recognized   (15,957)
Balance as of December 31, 2022  $3,983 
Increases due to deposits received, net of other adjustments   4,191 
Customer Overpayments   220 
Revenue recognized   (5,619)
Balance as of December 31, 2023  $2,775 
SCHEDULE OF COMPONENTS OF ACCUMULATED 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, 2021  $282   $42   $324 
Other comprehensive income (loss)   (211)   358    147 
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)   —    (332)   (332)
Less: Other comprehensive (income) loss attributable to non-controlling interest   (16)   (68)   139 
Balance at December 31, 2022  $55   $—   $55 
Other comprehensive income (loss)   190    —    190 
Less: Other comprehensive (income) loss attributable to non-controlling interest   —    —    — 
Balance at December 31, 2023  $245   $—   $245 
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.24.2
STOCKHOLDERS’ EQUITY (Tables)
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
SUMMARIZES SALES OF OUR CLASS A COMMON STOCK

The table below summarizes sales of our Class A common stock under the ATM program:

 

($ in thousands) 

August 2021 (Inception) through

December 31, 2023

 
Class A shares sold*   97,262 
Gross proceeds  $12,684 
Fees paid to sales agent  $381 
Net proceeds  $12,303 

 

*After giving effect to the Reverse Stock Splits.
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)  2023   2022 
Numerator:        
Net loss  $(32,325)  $(182,226)
Less: Net loss attributable to non-controlling interests   150    (12,717)
Plus: Deemed Dividend on “October 2022 Standard Warrants”   (388)   - 
Net loss attributable to Class A common stockholders  $(32,563)  $(169,509)
Denominator:          
Weighted average shares of Class A common stock outstanding*   3,993    753 
Net loss per share of Class A common stock - basic and diluted*  $(8.16)  $(22.51)

 

*After giving effect to the Reverse Stock Splits.
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.24.2
COMPENSATION PLANS (Tables)
 12 Months Ended
Dec. 31, 2023
Compensation Related Costs [Abstract]  
SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE
           
   For the year ended December 31, 
(in thousands)  2023   2022 
Stock options - Class A common stock  $36   $1,098 
Restricted shares - Class A common stock   37    517 
Restricted stock units (RSUs) - Class A common stock   —    11 
Total equity-based compensation expense  $73   $1,626 
SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE

Total remaining unrecognized compensation expense as of December 31, 2023 was as follows:

 

   Remaining Unrecognized Compensation Expense December 31, 2023   Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized 
   (in thousands)   (in years) 
Stock options - Class A common stock  $—    0 
Restricted shares - Class A common stock   19    0.85 
Total remaining unrecognized compensation expense  $19      
SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL

The fair value of the stock option awards granted during the year ended December 31, 2022 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions:

 

Expected volatility (1)   100% - 100% 
Expected dividend yield (2)   — 
Expected term (3)   5.88 - 6.05 years 
Risk-free interest rate (4)   1.62% - 3.31% 

 

(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.
SUMMARY OF STOCK OPTION ACTIVITY

A summary of stock option activity for the years ended December 31, 2023 and 2022 is as follows:

 

   Stock Options 
   Number of Options   Weighted-Average
Exercise Price		 
Outstanding as of December 31, 2021   265,947   $71.80 
Granted   129,106    9.34 
Exercised   —    — 
Forfeited   (167,201)   17.59 
Outstanding as of December 31, 2022   227,852   $58.88 
Granted   —    — 
Exercised   —    — 
Forfeited   (83,044)   — 
Outstanding as of December 31, 2023   144,808   $57.64 
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.24.2
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
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) from continuing operations before income taxes are as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $(30,325)  $(172,997)
Foreign  $(2,000)  $(9,242)
Total  $(32,325)  $(182,239)
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

The income tax (benefit) expense for the years ended December 31, 2023 and 2022 consisted of the following:

 

(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
   For the year ended December 31, 2023   For the year ended December 31, 2022 
(in thousands)  Federal   Foreign   State   Total   Federal   Foreign   State   Total 
Current tax (benefit) expense                                        
Current year  $—   $—   $—   $—   $—   $(13)  $—   $(13)
Total current year   —    —    —    —    —    (13)   —    (13)
Deferred tax (benefit) expense                                        
Current year   (5,991)   (500)   (1,798)   (8,289)   (31,475)   (2,311)   (10,368)   (44,154)
Change in valuation allowance   5,743    500    1,219    

7,462

    36,867    2,311    13,523    52,701 
Change in tax rate   —    —    780    780    72    —    (344)   (272)
Tax conversion of Operating Company   —    —    —    —    2,990    —    1,022    4,012 
Up-C consolidation   —    —    —    —    (10,097)   —    (3,440)   (13,537)
KushCo merger or true ups   248    —    (201)   47    1,643    —    (393)   1,250 
Total deferred tax (benefit) expense   —    —    —    —    —    —    —    — 
Income tax (benefit) expense  $—   $—   $—   $—   $—   $(13)  $—   $(13)
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows:

 

           
   For the year ended December 31, 
(in thousands)  2023   2022 
Expected federal income tax (benefit) expense at statutory rate  $(6,788)  $(38,270)
State tax expense, net of federal benefit   (1,605)   (8,688)
Loss attributable to non-controlling interests   4   2,121 
Change in valuation allowance   

7,462

    52,701 
Tax conversion of Operating Company   —    4,012 
Up-C consolidation   —    (13,537)
KushCo merger   —    1,250 
Change in tax rates        

—

 
Prior year true-ups   227    — 
Other, net   700   398 
Income tax (benefit) expense  $—   $(13)
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The components of deferred tax assets and liabilities were as follows:

 

           
   As of December 31, 
(in thousands)  2023   2022 
Deferred tax assets:          
Goodwill and other intangible assets  $36,018   $36,841 
Fixed assets   

943

    1,590 
Inventory   2,854    5,858 
Allowance for doubtful accounts   833    833 
Operating lease liability   164    862 
Equity-based compensation   2,576    2,576 
Business interest carryforward   6,897    5,342 
Net operating loss carryforwards   67,667    57,136 
Other   411    576 
Total deferred tax assets   118,363    111,614 
Valuation allowance   (118,262)   (110,799)
Net deferred tax assets   101    815 
Deferred tax liability:          
Right of use assets   (101)   (815)
Basis difference in investment in the Operating Company   —    — 
Total deferred tax liabilities   (101)   (815)
Net deferred tax assets and liabilities  $—   $— 
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.24.2
SEGMENT REPORTING (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   For the Year Ended December 31, 2023   For the Year Ended December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Net sales  $28,737   $36,636   $65,373   $48,134   $88,951   $137,085 
Cost of sales   18,754    28,793    47,547    38,531    73,571    112,102 
Gross profit  $9,983   $7,843   $17,826   $9,603   $15,380   $24,983 

 

The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

 

(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
   As of December 31, 2023   As of December 31, 2022 
(in thousands)  Consumer Goods   Industrial Goods   Total   Consumer Goods   Industrial Goods   Total 
Accounts receivable, net  $642   $1,051   $1,693   $967   $5,501   $6,468 
Inventories, net  $8,881   $11,648   $20,529   $19,259   $21,384   $40,643 
Vendor deposits  $1,958   $1,807   $3,765   $3,269   $3,027   $6,296 
SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY

The following table sets forth our net sales by major product category:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
Industrial Vape Products  $26,803   $53,664 
Other Industrial Products   8,733    35,287 
Consumer Products - Greenlane Brands   5,072    15,063 
Consumer Products - 3rd Party Brands   24,765    33,071 
Total net sales  $65,373   $137,085 
SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY

The following table sets forth net sales disaggregated by geography:

 

(in thousands)  2023   2022 
   For the year ended December 31, 
(in thousands)  2023   2022 
United States  $58,539   $126,333 
Canada   1,291    5,810 
Europe   5,543    4,942 
Total net sales  $65,373   $137,085 
SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

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:

 

(in thousands)  2023   2022 
   As of December 31, 
(in thousands)  2023   2022 
United States  $4,255   $7,077 
Canada   4    48 
Europe   153    279 
Total long-lived assets  $4,412   $7,404 
XML 42 R29.htm IDEA: XBRL DOCUMENT v3.24.2
BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended 16 Months Ended
Aug. 07, 2023
Jul. 03, 2023
Jun. 29, 2023
Feb. 16, 2023
Feb. 09, 2023
Oct. 27, 2022
Aug. 04, 2022
Jun. 27, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2022
Nov. 30, 2023
Oct. 31, 2023
Sep. 22, 2023
Aug. 31, 2023
Jul. 31, 2023
Aug. 09, 2022
Aug. 31, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Intraperiod tax allocation, distribution percent                 85.00%                  
Reverse stock split             As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock.                      
Restricted cash                 $ 5,718 $ 5,718              
Collateralized financings                       $ 3,900 $ 3,900   $ 3,900 $ 3,900    
Net loss                 32,325 182,226                
Cash provided by operating activities                 $ 1,793 26,426                
Investor [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Amounts of transaction       $ 4,900                            
Secured Debt [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Debt instrument, face amount                           $ 2,200     $ 150,000  
Prepayment of loan agreement         $ 6,600                          
Restricted cash         5,700         $ 5,700 $ 5,700              
Repayments of secured debt $ 4,300                                  
Loan Agreement [Member] | Secured Debt [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Debt instrument, face amount                                 $ 15,000  
Prepayment of loan agreement         6,600                          
Restricted cash         $ 5,700                          
Repayments of secured debt $ 4,300                                  
June 2022 offering [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Proceeds from offering, gross               $ 5,400                    
Proceeds from issuance of Class A common stock, net of costs               $ 5,000                    
June 2022 offering [Member] | Pre-Funded Warrants [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)               495,000                    
June 2022 offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Proceeds from offering, gross               $ 5,400                    
Proceeds from issuance of Class A common stock, net of costs               $ 5,000                    
June 2022 offering [Member] | Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)               495,000                    
June 2022 offering [Member] | Securities Purchase Agreement [Member] | Standard warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)               1,080,000                    
October 2022 Offering [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Proceeds from offering, gross           $ 7,500                        
Proceeds from issuance of Class A common stock, net of costs           $ 6,800                        
October 2022 Offering [Member] | Pre-Funded Warrants [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)           137,778                        
October 2022 Offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Proceeds from offering, gross           $ 7,500                        
Proceeds from issuance of Class A common stock, net of costs           $ 6,800                        
July 2023 Offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Proceeds from offering, gross     $ 4,300                              
Proceeds from issuance of Class A common stock, net of costs   $ 3,800                                
July 2023 Offering [Member] | Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)     3,487,143                              
Common Class A [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Common stock, par value                 $ 0.01 $ 0.01 $ 0.01              
Common stock, authorized (in shares)                 600,000,000 600,000,000 600,000,000             125,000,000
Generated gross proceeds                     $ 12,700              
Sales commissions and fees                     $ 400              
Common Class A [Member] | June 2022 offering [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Shares issued in transaction (in shares)               585,000                    
Common Class A [Member] | June 2022 offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Shares issued in transaction (in shares)               585,000                    
Common Class A [Member] | October 2022 Offering [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Shares issued in transaction (in shares)           695,555                        
Common Class A [Member] | October 2022 Offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Shares issued in transaction (in shares)           695,555                        
Common Class A [Member] | October 2022 Offering [Member] | Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)           137,778                        
Common Class A [Member] | October 2022 Offering [Member] | Securities Purchase Agreement [Member] | Standard warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)           1,666,667                        
Common Class A [Member] | July 2023 Offering [Member] | Securities Purchase Agreement [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Shares issued in transaction (in shares)     560,476                              
Common Class A [Member] | July 2023 Offering [Member] | Securities Purchase Agreement [Member] | Standard warrants [Member] | Maximum [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Number of common shares called by warrants (in shares)     8,095,238                              
Common Class A [Member] | Greenlane [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Ownership percentage by parent after merger                   100.00% 100.00%              
Common Class B [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Common stock, par value                 $ 0.0001 $ 0.0001 $ 0.0001              
Common stock, authorized (in shares)                 30,000,000 30,000,000 30,000,000             10,000,000
Common Class C [Member]                                    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                                    
Common stock, par value                 $ 0.0001                  
XML 43 R30.htm IDEA: XBRL DOCUMENT v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Product Information [Line Items]    
Cash, uninsured amount $ 100,000 $ 800,000
Cash equivalents 0 0
Inventory valuation reserves 9,500,000 21,400,000
Advertising expense 1,200,000 2,800,000
VAT payable $ 400,000 400,000
Indemnification assets, gain on recovery   $ 2,000,000.0
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage 21.00% 22.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage 11.00% 31.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage   17.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage   15.00%
IPO [Member] | Airgraft Inc [Member]    
Product Information [Line Items]    
Liability for returns included in accrued expenses $ 100,000 $ 300,000
IPO [Member] | Minimum [Member] | Airgraft Inc [Member]    
Product Information [Line Items]    
Total order cost, percentage 25.00%  
IPO [Member] | Maximum [Member] | Airgraft Inc [Member]    
Product Information [Line Items]    
Total order cost, percentage 50.00%  
XML 44 R31.htm IDEA: XBRL DOCUMENT v3.24.2
BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative)
$ in Thousands
 12 Months Ended
Jul. 19, 2022
USD ($)
Apr. 07, 2022
USD ($)
Integer
shares
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Business Acquisition [Line Items]        
Proceeds from termination of interest rate swap     $ 350 $ 875
Proceeds from VIBES disposition     4,567
Gain related to VIBES disposition / deconsolidation     2,062
Reduction to non-controlling interest       1,789
Sale Agreement [Member] | VIBES Holdings LLC [Member]        
Business Acquisition [Line Items]        
Investment, ownership percentage 50.00%      
Proceeds from VIBES disposition $ 4,600      
Gain related to VIBES disposition / deconsolidation       2,000
Reduction to non-controlling interest       1,800
Return of inventory $ 2,400      
Eyce LLC [Member] | Asset Purchase Agreement [Member]        
Business Acquisition [Line Items]        
Contingent consideration, liability   $ 900    
Number of tranches | Integer   7    
Proceeds from termination of interest rate swap   $ 900    
Number of annual vesting installments | Integer   4    
Other income (expense), net       300
Compensation expenses       $ 1,300
Eyce LLC [Member] | Asset Purchase Agreement [Member] | Common Class A [Member]        
Business Acquisition [Line Items]        
Common stock issued (in shares) | shares   71,721    
XML 45 R32.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration - current $ 1,000 $ 2,738
Total Liabilities 1,000 2,738
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration - current
Total Liabilities
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration - current
Total Liabilities
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration - current 1,000 2,738
Total Liabilities $ 1,000 $ 2,738
XML 46 R33.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) - Contingent Consideration [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Balance, December 31, 2022 $ 2,738 $ 6,857
Cash payments for earn contingent consideration (350)  
Loss from fair value adjustments included in results of operations 262 509
Transfer to notes payable (1,650)  
Balance, December 31, 2023 $ 1,000 2,738
Eyce LLC [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Cash payments for earn contingent consideration   (875)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA   (267)
Common Class A [Member] | Eyce LLC [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Cash payments for earn contingent consideration   (875)
Common Class A [Member] | Organicix LLC [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Cash payments for earn contingent consideration   $ (2,611)
XML 47 R34.htm IDEA: XBRL DOCUMENT v3.24.2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2019
Dec. 31, 2023
Fair Value Disclosures [Abstract]        
Reclassifications from other comprehensive loss   $ 100    
Reclassification adjustment for gain included in net loss $ 300 332    
Equity investments without readily determinable fair value   $ 1,900   $ 1,900
Equity method investments, upward price adjustment     $ 1,500  
XML 48 R35.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases    
2024 $ 914  
2025 942  
2026 81  
2027  
2028 and thereafter  
Total minimum lease payments 1,937  
Less: imputed interest 61  
Present value of minimum lease payments 1,876  
Less: current portion 866 $ 1,528
Long-term portion $ 1,010 $ 1,887
XML 49 R36.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF LEASE COST (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases    
Operating lease cost $ 1,613 $ 2,735
Variable lease cost 461 837
Total lease cost $ 2,074 $ 3,572
Weighted average remaining lease terms 1 year 10 months 24 days 2 years 6 months
Weighted average discount rate 2.20% 2.20%
XML 50 R37.htm IDEA: XBRL DOCUMENT v3.24.2
LEASES (Details Narrative) - USD ($)
$ in Millions
 12 Months Ended
Nov. 03, 2022
Dec. 31, 2023
Dec. 31, 2022
Payment for lease termination $ 0.5    
Operating lease expense   $ 1.4 $ 3.6
Minimum [Member]      
Operating lease, term   3 years  
Maximum [Member]      
Operating lease, term   7 years  
XML 51 R38.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF DEBT (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
 Total long term debt $ 7,283 $ 18,185
Less unamortized debt issuance costs (1,960)
Less current portion of debt (7,283) (3,185)
Debt, net, excluding operating and finance leases and liabilities 13,040
Secured Debt [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 15,000
 Total long term debt  
Notes Payable, Other Payables [Member] | Da Vinci LLC [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 2,538
 Total long term debt  
Notes Payable, Other Payables [Member] | Eyce LLC [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 647
 Total long term debt  
Unsecured Debt [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 2,174
 Total long term debt 2,174  
Bridge Loan [Member]    
Debt Instrument [Line Items]    
 Total long term debt 5,109  
Bridge Loan [Member] | Da Vinci LLC [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross $ 5,109
XML 52 R39.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
2024 $ 7,283  
2025  
2026  
2027  
2028  
Long-Term Debt, Total 7,283 $ 18,185
Secured Debt [Member]    
Debt Instrument [Line Items]    
2024  
2025  
2026  
2027  
2028  
Long-Term Debt, Total  
Notes Payable, Other Payables [Member] | Da Vinci LLC [Member]    
Debt Instrument [Line Items]    
2024  
2025  
2026  
2027  
2028  
Long-Term Debt, Total  
Notes Payable, Other Payables [Member] | Eyce LLC [Member]    
Debt Instrument [Line Items]    
2024  
2025  
2026  
2027  
2028  
Long-Term Debt, Total  
Unsecured Debt [Member]    
Debt Instrument [Line Items]    
2024 2,174  
2025  
2026  
2027  
2028  
Long-Term Debt, Total 2,174  
Bridge Loan [Member]    
Debt Instrument [Line Items]    
2024 5,109  
2025  
2026  
2027  
2028  
Long-Term Debt, Total $ 5,109  
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.24.2
DEBT (Details Narrative)
 1 Months Ended 12 Months Ended
Sep. 22, 2023
USD ($)
Aug. 07, 2023
USD ($)
Aug. 03, 2023
USD ($)
Integer
Feb. 09, 2023
USD ($)
Aug. 09, 2022
USD ($)
Jul. 14, 2022
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Nov. 30, 2021
USD ($)
Mar. 31, 2021
USD ($)
Oct. 01, 2018
USD ($)
Debt Instrument [Line Items]                          
Restricted cash current               $ 5,718,000        
Debt issuance costs               751,000 1,472,000        
Proceeds from issuance of unsecured debt               $ 3,894,000        
Debt instrument, term 6 months                        
Notes Payable, Other Payables [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, face amount                   $ 8,000,000.0      
Debt instrument, interest rate                   15.00%      
Debt issuance costs net                   $ 300,000      
Repayments of secured debt           $ 4,000,000.0              
Real Estate Loan [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, face amount                         $ 8,500,000
Proceeds from sale of real estate             $ 9,600,000            
Secured Debt [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, face amount $ 2,200,000       $ 150,000,000.0                
Repayments of secured debt   $ 4,300,000                      
Restricted cash current       $ 5,700,000         $ 5,700,000        
Debt issuance costs         1,500,000                
Debt instrument, unamortized discount         $ 500,000                
Basis spread on variable rate         8.00%                
Debt instrument, periodic payment         $ 300,000                
Prepayment of loan agreement       $ 6,600,000                  
Deferred payment amount 2,028,604                        
Additional amount available to be deferred $ 2,655,778                        
Unsecured Debt [Member]                          
Debt Instrument [Line Items]                          
Proceeds from issuance of unsecured debt     $ 3,000,000.0                    
Number of private lenders | Integer     2                    
Debt instrument, total amount to be paid     $ 4,500,000                    
Unsecured Debt [Member] | Minimum [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, term     6 months                    
Unsecured Debt [Member] | Maximum [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, term     8 months                    
Unsecured Debt [Member] | Da Vinci LLC [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, face amount                     $ 5,000,000.0    
Debt instrument, interest rate                     4.00%    
Unsecured Debt [Member] | Eyce LLC [Member]                          
Debt Instrument [Line Items]                          
Debt instrument, face amount                       $ 2,500,000  
Debt instrument, interest rate                       4.50%  
XML 54 R41.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 9,032 $ 8,275
Less: accumulated depreciation 6,556 4,313
Property and equipment, net 2,476 3,962
Furniture Equipment And Software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 8,570 7,492
Furniture Equipment And Software [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment useful life 3 years  
Furniture Equipment And Software [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment useful life 7 years  
Personal Property [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross
Property plant and equipment useful life 5 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 51 104
Property plant and equipment useful life 5 years  
Building [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross
Property plant and equipment useful life 39 years  
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross
Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross
Property plant and equipment useful life 15 years  
Work In Process [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 411 $ 679
XML 55 R42.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount     $ 60,006
Finite-lived intangible assets, accumulated amortization     (9,312)
Accumulated amortization   (50,694)
Accumulated amortization    
Indefinite-lived intangibles gross     29,500
Indefinite-lived intangibles gross $ (24,900)   (29,500)
Intangible Assets, Net     89,506
Asset impairment charges     (80,194)
Carrying value    
Trade Names [Member]      
Finite-Lived Intangible Assets [Line Items]      
Indefinite-lived intangibles gross     29,500
Indefinite-lived intangibles gross     (29,500)
Design Libraries [Member]      
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount     8,710
Finite-lived intangible assets, accumulated amortization     (1,010)
Accumulated amortization     (7,700)
Accumulated amortization    
Design Libraries [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     7 years
Design Libraries [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     15 years
Trademarks and Trade Names [Member]      
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount     $ 6,915
Finite-lived intangible assets, accumulated amortization     (3,361)
Accumulated amortization     (3,554)
Accumulated amortization    
Trademarks and Trade Names [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     5 years
Trademarks and Trade Names [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     15 years
Customer Relationships [Member]      
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount     $ 43,628
Finite-lived intangible assets, accumulated amortization     (4,666)
Accumulated amortization     (38,962)
Accumulated amortization    
Customer Relationships [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     5 years
Customer Relationships [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     15 years
Other Intangible Assets [Member]      
Finite-Lived Intangible Assets [Line Items]      
Gross carrying amount     $ 753
Finite-lived intangible assets, accumulated amortization     (275)
Accumulated amortization     (478)
Accumulated amortization    
Other Intangible Assets [Member] | Minimum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     5 years
Other Intangible Assets [Member] | Maximum [Member]      
Finite-Lived Intangible Assets [Line Items]      
Finite-Lived Intangible Asset, Useful Life     15 years
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Employee retention credit (ERC) receivable $ 4,854
VAT refund receivable (Note 2) 78 143
Prepaid expenses 1,207 1,293
Indemnification receivable, net 7 736
Customs bonds 1,229 1,378
Other 798 2,716
Other current assets $ 3,319 $ 11,120
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
VAT payable (including amounts related to VAT matter described in Note 2) $ 313 $ 2,809
Contingent consideration 1,000 2,738
Accrued employee compensation 861 3,812
Amended Eyce APA 430
Accrued expenses 499 818
Refund liability (including accounts receivable credit balances) 68 329
Accrued construction in progress (ERP) 170
Sales tax payable 315 578
Other 198
Accrued expenses and other current liabilities $ 3,056 $ 11,882
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Contract with Customer, Liability $ 3,983 $ 7,924
Increases due to deposits received, net of other adjustments 4,191 12,016
Revenue recognized (5,619) (15,957)
Customer Overpayments 220  
Contract with Customer, Liability $ 2,775 $ 3,983
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Balance $ 196,364 $ 38,991 $ 196,364
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4) (300)   (332)
Balance   10,992 38,991
AOCI Attributable to Parent [Member]      
Balance 324 55 324
Other comprehensive income (loss)   190 147
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)     (332)
Less: Other comprehensive (income) loss attributable to non-controlling interest   139
Balance   245 55
Foreign Currency Translation [Member]      
Balance 282 55 282
Other comprehensive income (loss)   190 (211)
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)    
Less: Other comprehensive (income) loss attributable to non-controlling interest   (16)
Balance   245 55
Unrealized Gain or Loss on Derivative Instrument [Member]      
Balance $ 42 42
Other comprehensive income (loss)   358
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)     (332)
Less: Other comprehensive (income) loss attributable to non-controlling interest   (68)
Balance  
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.24.2
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Jul. 19, 2022
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Feb. 16, 2023
Dec. 31, 2021
Product Information [Line Items]              
Employee retention credits receivable       $ 4,854,000    
Cash   $ 6,458,000   463,000 6,458,000 $ 4,900,000 $ 12,857,000
Depreciation       2,200,000 3,300,000    
Indefinite-lived intangible assets     $ 24,900,000   29,500,000    
Indefinite-lived intangible assets   4,600,000          
Amortization       0 4,400,000    
Portofino Partners LLC [Member]              
Product Information [Line Items]              
Cash $ 4,600,000            
Investment, ownership percentage 50.00%            
Additional amount transferred $ 2,400,000            
Notes Payable, Other Payables [Member]              
Product Information [Line Items]              
Bridge loan             $ 8,000,000.0
Related Party [Member]              
Product Information [Line Items]              
Revenue from related parties         400,000    
Accounts receivable related parties   $ 400,000   $ 400,000 400,000    
Related Party [Member] | Tilray Brands Inc [Member]              
Product Information [Line Items]              
Revenue from related parties         2,200,000    
Affiliated Entity [Member] | Universal Growing [Member]              
Product Information [Line Items]              
Revenue from related parties         $ 100,000    
Supplier Concentration Risk [Member] | Purchases Benchmark [Member] | Four Major Vendors [Member]              
Product Information [Line Items]              
Concentration risk percentage       25.30% 57.40%    
Minimum [Member]              
Product Information [Line Items]              
Customer deposits receivable percentage       25.00%      
Maximum [Member]              
Product Information [Line Items]              
Customer deposits receivable percentage       50.00%      
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.24.2
SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended 17 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]      
Gross proceeds $ 3,852 $ 21,075  
ATM Program [Member] | Common Class A [Member]      
Subsidiary, Sale of Stock [Line Items]      
Class A shares sold [1]     97,262
Gross proceeds     $ 12,684
Fees paid to sales agent     381
Net proceeds     $ 12,303
[1] After giving effect to the Reverse Stock Splits.
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Equity [Abstract]    
Net loss $ (32,325) $ (182,226)
Less: Net loss attributable to non-controlling interests 150 12,717
Less: Net loss attributable to non-controlling interests (150) (12,717)
Plus: Deemed Dividend on “October 2022 Standard Warrants” (388)
Net loss attributable to Class A common stockholders $ (32,563) $ (169,509)
Weighted average shares of Class A common stock outstanding [1],[2] 3,993 753
Net loss per share of Class A common stock - basic [1],[2] $ (8.16) $ (22.51)
Net loss per share of Class A common stock - diluted [1],[2] $ (8.16) $ (22.51)
[1] After giving effect to the Reverse Stock Splits.
[2] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.24.2
STOCKHOLDERS’ EQUITY (Details Narrative)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 16, 2024
shares
Jun. 29, 2023
USD ($)
$ / shares
shares
Oct. 27, 2022
USD ($)
$ / shares
shares
Jun. 27, 2022
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
Integer
Dec. 31, 2022
USD ($)
Jul. 31, 2023
$ / shares
Oct. 30, 2022
$ / shares
Jun. 30, 2022
$ / shares
Subsidiary, Sale of Stock [Line Items]                  
Number of votes per share | Integer         1        
Number of securities called by each warrant       1          
Additional shares issued 184,000                
Fair value adjustment of warrants | $         $ (388)      
Common Class A [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Number of shares of common stock per uni       1          
Warrant per share | $ / shares             $ 0.001    
June 2022 offering [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Proceeds from issuance of common stock and warrants gross | $       $ 5,400          
Proceeds from issuance of Class A common stock, net of costs - ATM Program | $       $ 5,000          
June 2022 offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares       $ 5.00          
June 2022 offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares       $ 0.002          
June 2022 offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares       495,000          
June 2022 offering [Member] | Common Class A [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Sale of stock number of shares issued in transaction       585,000          
June 2022 offering [Member] | Common Class A [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares       1,080,000          
June 2022 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrants outstanding, vesting term       6 months          
Warrants outstanding, term       5 years          
June 2022 Offering [Member] | Common Class A [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Additional shares issued       495,000          
October 2022 Offering [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Proceeds from issuance of common stock and warrants gross | $     $ 7,500            
Proceeds from issuance of Class A common stock, net of costs - ATM Program | $     $ 6,800            
October 2022 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares     $ 0.90            
October 2022 Offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares     $ 0.0001            
October 2022 Offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares     137,778            
Number of securities called by each warrant     1            
October 2022 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Number of securities called by each warrant     2            
Warrants outstanding, term     7 years            
October 2022 Offering [Member] | Common Class A [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Sale of stock number of shares issued in transaction     695,555            
Number of shares of common stock per uni     1            
Additional shares issued     137,778            
October 2022 Offering [Member] | Common Class A [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares     1,666,667            
July 2023 Offering [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Proceeds from issuance of common stock and warrants gross | $   $ 4,300              
Proceeds from issuance of Class A common stock, net of costs - ATM Program | $   $ 3,900              
Additional shares issued   1,911,000              
July 2023 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares   $ 1.05              
July 2023 Offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares   0.0001              
July 2023 Offering [Member] | Pre-Funded Warrants [Member] | Negotiated Agreements [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Warrant per share | $ / shares               $ 9.00 $ 50.00
Warrant exercise price | $ / shares   $ 1.05              
July 2023 Offering [Member] | Pre-Funded Warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares   3,487,143              
July 2023 Offering [Member] | Pre-Funded Warrants [Member] | Negotiated Agreements [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares   1,344,367              
July 2023 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Number of securities called by each warrant   2              
Warrant per share | $ / shares   $ 1.05              
Warrants outstanding, term   5 years              
Fair value adjustment of warrants | $   $ 400              
July 2023 Offering [Member] | Common Class A [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Sale of stock number of shares issued in transaction   560,476              
Number of shares of common stock per uni   1              
July 2023 Offering [Member] | Common Class A [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares   8,095,238              
November 2022 Offering [Member] | Standard warrants [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Purchase of warrant, shares   1,344,367              
Warrant per share | $ / shares   $ 9.00              
Common Class A and B [Member]                  
Subsidiary, Sale of Stock [Line Items]                  
Owned percentage         100.00% 100.00%      
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total equity-based compensation expense $ 73 $ 1,626
Share-Based Payment Arrangement, Option [Member] | Common Class A [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total equity-based compensation expense 36 1,098
Restricted Stock [Member] | Common Class A [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total equity-based compensation expense 37 517
Restricted Stock Units (RSUs) [Member] | Common Class A [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Total equity-based compensation expense $ 11
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Share-Based Payment Arrangement, Option [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total remaining unrecognized compensation expense $ 19
Share-Based Payment Arrangement, Option [Member] | Common Class A [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total remaining unrecognized compensation expense
Weighted average period remaining unrecognized compensation expense 0 years
Restricted Stock [Member] | Common Class A [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total remaining unrecognized compensation expense $ 19
Weighted average period remaining unrecognized compensation expense 10 months 6 days
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details) - Share-Based Payment Arrangement, Option [Member]
 12 Months Ended
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected volatility, Minimum 100.00% [1]
Expected volatility, Maximum 100.00% [1]
Expected dividend yield [2]
Minimum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected term 5 years 10 months 17 days [3]
Risk-free interest rate, Minimum 1.62% [4]
Maximum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected term 6 years 18 days [3]
Risk-free interest rate, Maximum 3.31% [4]
[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.
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.24.2
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Compensation Related Costs [Abstract]    
Stock Option,Number of Option, Beginning Balance 227,852 265,947
Stock Option,Weighted-Average Beginning Balance $ 58.88 $ 71.80
Stock Option, Number of Option, Granted 129,106
Stock Option,Weighted-Average Exercis Price, Granted $ 9.34
Stock Option, Number of Option, Exercised
Stock Option,Weighted-Average Exercis Price, Exercised
Stock Option, Number of Option, Forfeited (83,044) (167,201)
Stock Option,Weighted-Average Exercis Price, Forfeited $ 17.59
Stock Option,Number of Option, Ending Balance 144,808 227,852
Stock Option,Weighted-Average Ending Balance $ 57.64 $ 58.88
XML 68 R55.htm IDEA: XBRL DOCUMENT v3.24.2
COMPENSATION PLANS (Details Narrative) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Jun. 02, 2023
Dec. 31, 2023
Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Sharebased compensation arrangement by share-based payment exercise price   $ 9.34
Weighted average of stock options granted     $ 9.34
Weighted average of stock options vested   $ 0.1 $ 2.1
Share-Based Compensation Arrangement by Share-Based Payment Award, Description   Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($23,000 for calendar year 2023). Participants are eligible to receive a matching contribution from us of 100% of the first 3% and 50% of the next 2% of contributions. Matching contributions, other than safe-harbor contributions, vest 33% per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100% vested as of the date of the contribution  
Director [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Share based options granted   0 129,106
Director [Member] | Minimum [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Sharebased compensation arrangement by share-based payment exercise price     $ 2.52
Sharebased compensation arrangement by share-based payment vesting periods     3 months
Director [Member] | Maximum [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Sharebased compensation arrangement by share-based payment exercise price     $ 20.00
Sharebased compensation arrangement by share-based payment vesting periods     4 years
2019 Equity Incentive Plan [Member] | Common Class A [Member]      
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]      
Aggregate of common stock 319,862 110,000  
Number of shares authorized for issuance 209,862    
XML 69 R56.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
United States $ (30,325) $ (172,997)
Foreign (2,000) (9,242)
Loss before income taxes $ (32,325) $ (182,239)
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Effective Income Tax Rate Reconciliation [Line Items]    
Total current year $ (13)
Current year (8,289) (44,154)
Change in valuation allowance 7,462 52,701
Change in tax rate 780 (272)
Tax conversion of Operating Company 4,012
Up-C consolidation (13,537)
KushCo merger or true ups 47 1,250
Total deferred tax (benefit) expense
Income tax (benefit) expense (13)
Domestic Tax Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Total current year
Current year (5,991) (31,475)
Change in valuation allowance 5,743 36,867
Change in tax rate 72
Tax conversion of Operating Company 2,990
Up-C consolidation (10,097)
KushCo merger or true ups 248 1,643
Total deferred tax (benefit) expense
Income tax (benefit) expense
Foreign Tax Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Total current year (13)
Current year (500) (2,311)
Change in valuation allowance 500 2,311
Change in tax rate
Tax conversion of Operating Company
Up-C consolidation
KushCo merger or true ups
Total deferred tax (benefit) expense
Income tax (benefit) expense (13)
State and Local Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Total current year
Current year (1,798) (10,368)
Change in valuation allowance 1,219 13,523
Change in tax rate 780 (344)
Tax conversion of Operating Company 1,022
Up-C consolidation (3,440)
KushCo merger or true ups (201) (393)
Total deferred tax (benefit) expense
Income tax (benefit) expense
XML 71 R58.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Expected federal income tax (benefit) expense at statutory rate $ (6,788) $ (38,270)
State tax expense, net of federal benefit (1,605) (8,688)
Loss attributable to non-controlling interests 4 2,121
Change in valuation allowance 7,462 52,701
Tax conversion of Operating Company 4,012
Up-C consolidation (13,537)
KushCo merger 1,250
Change in tax rates  
Prior year true-ups 227
Other, net 700 398
Income tax (benefit) expense $ (13)
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Goodwill and other intangible assets $ 36,018 $ 36,841
Fixed assets 943 1,590
Inventory 2,854 5,858
Allowance for doubtful accounts 833 833
Operating lease liability 164 862
Equity-based compensation 2,576 2,576
Business interest carryforward 6,897 5,342
Net operating loss carryforwards 67,667 57,136
Other 411 576
Total deferred tax assets 118,363 111,614
Valuation allowance (118,262) (110,799)
Net deferred tax assets 101 815
Right of use assets (101) (815)
Basis difference in investment in the Operating Company
Total deferred tax liabilities (101) (815)
Net deferred tax assets and liabilities
XML 73 R60.htm IDEA: XBRL DOCUMENT v3.24.2
INCOME TAXES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Effective Income Tax Rate Reconciliation [Line Items]    
Interest carryforward $ 26,200,000  
Operating Loss Carryforwards, Valuation Allowanc 0 $ 0
Unrecognized tax benefits 0 0
Income tax penalties and interest expense $ 0 0
Intraperiod tax allocation, distribution percent 85.00%  
Intraperiod tax allocation remaining after distribution 15.00%  
Projected obligation liability $ 0 $ 0
Kushco Merger [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Interest carryforward 17,600,000  
Domestic Tax Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating loss carryforwards 240,200,000  
Operating loss carryforwards, subject to expiration 9,800,000  
State and Local Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating loss carryforwards 235,000,000.0  
Dutch [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating loss carryforwards 14,900,000  
Foreign Tax Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating loss carryforwards $ 200,000  
XML 74 R61.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]    
Net sales $ 65,373 $ 137,085
Cost of sales 47,547 112,102
Gross profit 17,826 24,983
Accounts receivable, net 1,693 6,468
Inventories, net 20,529 40,643
Vendor deposits 3,765 6,296
Consumer Goods [Member]    
Segment Reporting Information [Line Items]    
Net sales 28,737 48,134
Cost of sales 18,754 38,531
Gross profit 9,983 9,603
Accounts receivable, net 642 967
Inventories, net 8,881 19,259
Vendor deposits 1,958 3,269
Industrial Goods [Member]    
Segment Reporting Information [Line Items]    
Net sales 36,636 88,951
Cost of sales 28,793 73,571
Gross profit 7,843 15,380
Accounts receivable, net 1,051 5,501
Inventories, net 11,648 21,384
Vendor deposits $ 1,807 $ 3,027
XML 75 R62.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Revenue from External Customer [Line Items]    
Total net sales $ 65,373 $ 137,085
Industrial Vape Products [Member]    
Revenue from External Customer [Line Items]    
Total net sales 26,803 53,664
Other Industrial Products [Member]    
Revenue from External Customer [Line Items]    
Total net sales 8,733 35,287
Greenlane Brands [Member]    
Revenue from External Customer [Line Items]    
Total net sales 5,072 15,063
Third Party Brands [Member]    
Revenue from External Customer [Line Items]    
Total net sales $ 24,765 $ 33,071
XML 76 R63.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total net sales $ 65,373 $ 137,085
UNITED STATES    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total net sales 58,539 126,333
CANADA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total net sales 1,291 5,810
Europe [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total net sales $ 5,543 $ 4,942
XML 77 R64.htm IDEA: XBRL DOCUMENT v3.24.2
SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 4,412 $ 7,404
UNITED STATES    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets 4,255 7,077
CANADA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets 4 48
Europe [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 153 $ 279
XML 78 R65.htm IDEA: XBRL DOCUMENT v3.24.2
SEGMENT REPORTING (Details Narrative)
 12 Months Ended
Dec. 31, 2023
Integer
Segment Reporting [Abstract]  
Number of operating segments 2
XML 79 R66.htm IDEA: XBRL DOCUMENT v3.24.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
 7 Months Ended 12 Months Ended
Jan. 16, 2024
Jul. 18, 2024
Dec. 31, 2023
May 31, 2024
Subsequent Event [Line Items]        
Number of shares issued 184,000      
Number of shares issued, value $ 88,000   $ 3,852,000  
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Number of shares issued   1,911,000    
Subsequent Event [Member] | Shavita B V [Member]        
Subsequent Event [Line Items]        
Ownership percentage       100.00%
EXCEL 80 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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�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

&PO=V]R:W-H965T&UL4$L! A0#% M @ 2*?R6&@B_6PQ P , D !D ("!AZX! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2*?R6->5Q@4B M!0 )!P !D ("!DKD! 'AL+W=O&PO=V]R:W-H965T5/36P , ,,/ 9 " @8C' 0!X;"]W;W)K&UL4$L! A0#% @ 2*?R6%C2J? Y! ;0T !D M ("!?\L! 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ 2*?R6!.ZQ)E P &@P !D ("!Z^8! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M2*?R6,+U&PO=V]R:W-H965T&UL4$L! A0#% @ 2*?R6"X&G>>Q! &PO=V]R:W-H M965T&UL4$L! M A0#% @ 2*?R6*TYF6XM P 3PT !D ("!G1T" 'AL M+W=O&PO=V]R:W-H965T0, ((2 9 " M@6DC @!X;"]W;W)K&UL4$L! A0#% @ 2*?R M6#8BJX=3 P ,!4 T ( !&2<" 'AL+W-T>6QE&PO=V]R:V)O;VLN>&UL4$L! A0#% @ 2*?R6![? MF5X< @ /2< !H ( !3C$" 'AL+U]R96QS+W=O XML 81 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 82 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 84 FilingSummary.xml IDEA: XBRL DOCUMENT 3.24.2 html 308 447 1 true 95 0 false 5 false false R1.htm 00000001 - Document - Cover Sheet http://gnln.com/role/Cover Cover Cover 1 false false R2.htm 00000002 - Statement - Consolidated Balance Sheets Sheet http://gnln.com/role/BalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://gnln.com/role/BalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss Sheet http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss Consolidated Statements of Operations and Comprehensive Loss Statements 4 false false R5.htm 00000005 - Statement - Consolidated Statements of Stockholders' Equity Sheet http://gnln.com/role/StatementsOfStockholdersEquity Consolidated Statements of Stockholders' Equity Statements 5 false false R6.htm 00000006 - Statement - Consolidated Statements of Cash Flows Sheet http://gnln.com/role/StatementsOfCashFlows Consolidated Statements of Cash Flows Statements 6 false false R7.htm 00000007 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION Sheet http://gnln.com/role/BusinessOperationsAndOrganization BUSINESS OPERATIONS AND ORGANIZATION Notes 7 false false R8.htm 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://gnln.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 8 false false R9.htm 00000009 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS Sheet http://gnln.com/role/BusinessAcquisitionsAndDispositions BUSINESS ACQUISITIONS AND DISPOSITIONS Notes 9 false false R10.htm 00000010 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS Sheet http://gnln.com/role/FairValueOfFinancialInstruments FAIR VALUE OF FINANCIAL INSTRUMENTS Notes 10 false false R11.htm 00000011 - Disclosure - LEASES Sheet http://gnln.com/role/Leases LEASES Notes 11 false false R12.htm 00000012 - Disclosure - DEBT Sheet http://gnln.com/role/Debt DEBT Notes 12 false false R13.htm 00000013 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://gnln.com/role/CommitmentsAndContingencies COMMITMENTS AND CONTINGENCIES Notes 13 false false R14.htm 00000014 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Sheet http://gnln.com/role/SupplementalFinancialStatementInformation SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Notes 14 false false R15.htm 00000015 - Disclosure - STOCKHOLDERS??? EQUITY Sheet http://gnln.com/role/StockholdersEquity STOCKHOLDERS??? EQUITY Notes 15 false false R16.htm 00000016 - Disclosure - COMPENSATION PLANS Sheet http://gnln.com/role/CompensationPlans COMPENSATION PLANS Notes 16 false false R17.htm 00000017 - Disclosure - INCOME TAXES Sheet http://gnln.com/role/IncomeTaxes INCOME TAXES Notes 17 false false R18.htm 00000018 - Disclosure - SEGMENT REPORTING Sheet http://gnln.com/role/SegmentReporting SEGMENT REPORTING Notes 18 false false R19.htm 00000019 - Disclosure - SUBSEQUENT EVENTS Sheet http://gnln.com/role/SubsequentEvents SUBSEQUENT EVENTS Notes 19 false false R20.htm 00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 20 false false R21.htm 00000021 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) Sheet http://gnln.com/role/FairValueOfFinancialInstrumentsTables FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) Tables http://gnln.com/role/FairValueOfFinancialInstruments 21 false false R22.htm 00000022 - Disclosure - LEASES (Tables) Sheet http://gnln.com/role/LeasesTables LEASES (Tables) Tables http://gnln.com/role/Leases 22 false false R23.htm 00000023 - Disclosure - DEBT (Tables) Sheet http://gnln.com/role/DebtTables DEBT (Tables) Tables http://gnln.com/role/Debt 23 false false R24.htm 00000024 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables) Sheet http://gnln.com/role/SupplementalFinancialStatementInformationTables SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables) Tables http://gnln.com/role/SupplementalFinancialStatementInformation 24 false false R25.htm 00000025 - Disclosure - STOCKHOLDERS??? EQUITY (Tables) Sheet http://gnln.com/role/StockholdersEquityTables STOCKHOLDERS??? EQUITY (Tables) Tables http://gnln.com/role/StockholdersEquity 25 false false R26.htm 00000026 - Disclosure - COMPENSATION PLANS (Tables) Sheet http://gnln.com/role/CompensationPlansTables COMPENSATION PLANS (Tables) Tables http://gnln.com/role/CompensationPlans 26 false false R27.htm 00000027 - Disclosure - INCOME TAXES (Tables) Sheet http://gnln.com/role/IncomeTaxesTables INCOME TAXES (Tables) Tables http://gnln.com/role/IncomeTaxes 27 false false R28.htm 00000028 - Disclosure - SEGMENT REPORTING (Tables) Sheet http://gnln.com/role/SegmentReportingTables SEGMENT REPORTING (Tables) Tables http://gnln.com/role/SegmentReporting 28 false false R29.htm 00000029 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative) Sheet http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative) Details http://gnln.com/role/BusinessOperationsAndOrganization 29 false false R30.htm 00000030 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Sheet http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Details http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies 30 false false R31.htm 00000031 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative) Sheet http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative) Details http://gnln.com/role/BusinessAcquisitionsAndDispositions 31 false false R32.htm 00000032 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details) Sheet http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details) Details 32 false false R33.htm 00000033 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) Sheet http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) Details 33 false false R34.htm 00000034 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) Sheet http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) Details http://gnln.com/role/FairValueOfFinancialInstrumentsTables 34 false false R35.htm 00000035 - Disclosure - SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details) Sheet http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details) Details 35 false false R36.htm 00000036 - Disclosure - SCHEDULE OF LEASE COST (Details) Sheet http://gnln.com/role/ScheduleOfLeaseCostDetails SCHEDULE OF LEASE COST (Details) Details 36 false false R37.htm 00000037 - Disclosure - LEASES (Details Narrative) Sheet http://gnln.com/role/LeasesDetailsNarrative LEASES (Details Narrative) Details http://gnln.com/role/LeasesTables 37 false false R38.htm 00000038 - Disclosure - SCHEDULE OF DEBT (Details) Sheet http://gnln.com/role/ScheduleOfDebtDetails SCHEDULE OF DEBT (Details) Details 38 false false R39.htm 00000039 - Disclosure - SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) Sheet http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) Details 39 false false R40.htm 00000040 - Disclosure - DEBT (Details Narrative) Sheet http://gnln.com/role/DebtDetailsNarrative DEBT (Details Narrative) Details http://gnln.com/role/DebtTables 40 false false R41.htm 00000041 - Disclosure - SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details) Sheet http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details) Details 41 false false R42.htm 00000042 - Disclosure - SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details) Sheet http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details) Details 42 false false R43.htm 00000043 - Disclosure - SCHEDULE OF OTHER CURRENT ASSETS (Details) Sheet http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails SCHEDULE OF OTHER CURRENT ASSETS (Details) Details 43 false false R44.htm 00000044 - Disclosure - SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) Sheet http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) Details 44 false false R45.htm 00000045 - Disclosure - SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details) Sheet http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details) Details 45 false false R46.htm 00000046 - Disclosure - SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details) Sheet http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details) Details 46 false false R47.htm 00000047 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative) Sheet http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative) Details http://gnln.com/role/SupplementalFinancialStatementInformationTables 47 false false R48.htm 00000048 - Disclosure - SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details) Sheet http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details) Details 48 false false R49.htm 00000049 - Disclosure - SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) Sheet http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) Details 49 false false R50.htm 00000050 - Disclosure - STOCKHOLDERS??? EQUITY (Details Narrative) Sheet http://gnln.com/role/StockholdersEquityDetailsNarrative STOCKHOLDERS??? EQUITY (Details Narrative) Details http://gnln.com/role/StockholdersEquityTables 50 false false R51.htm 00000051 - Disclosure - SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details) Sheet http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details) Details 51 false false R52.htm 00000052 - Disclosure - SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details) Sheet http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details) Details 52 false false R53.htm 00000053 - Disclosure - SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details) Sheet http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details) Details 53 false false R54.htm 00000054 - Disclosure - SUMMARY OF STOCK OPTION ACTIVITY (Details) Sheet http://gnln.com/role/SummaryOfStockOptionActivityDetails SUMMARY OF STOCK OPTION ACTIVITY (Details) Details 54 false false R55.htm 00000055 - Disclosure - COMPENSATION PLANS (Details Narrative) Sheet http://gnln.com/role/CompensationPlansDetailsNarrative COMPENSATION PLANS (Details Narrative) Details http://gnln.com/role/CompensationPlansTables 55 false false R56.htm 00000056 - Disclosure - SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) Sheet http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) Details 56 false false R57.htm 00000057 - Disclosure - SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) Sheet http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) Details 57 false false R58.htm 00000058 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) Sheet http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) Details 58 false false R59.htm 00000059 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) Sheet http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) Details 59 false false R60.htm 00000060 - Disclosure - INCOME TAXES (Details Narrative) Sheet http://gnln.com/role/IncomeTaxesDetailsNarrative INCOME TAXES (Details Narrative) Details http://gnln.com/role/IncomeTaxesTables 60 false false R61.htm 00000061 - Disclosure - SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) Sheet http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) Details 61 false false R62.htm 00000062 - Disclosure - SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details) Sheet http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details) Details 62 false false R63.htm 00000063 - Disclosure - SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details) Sheet http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details) Details 63 false false R64.htm 00000064 - Disclosure - SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details) Sheet http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details) Details 64 false false R65.htm 00000065 - Disclosure - SEGMENT REPORTING (Details Narrative) Sheet http://gnln.com/role/SegmentReportingDetailsNarrative SEGMENT REPORTING (Details Narrative) Details http://gnln.com/role/SegmentReportingTables 65 false false R66.htm 00000066 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) Sheet http://gnln.com/role/SubsequentEventsDetailsNarrative SUBSEQUENT EVENTS (Details Narrative) Details http://gnln.com/role/SubsequentEvents 66 false false All Reports Book All Reports form10-k.htm gnln-20231231.xsd gnln-20231231_cal.xml gnln-20231231_def.xml gnln-20231231_lab.xml gnln-20231231_pre.xml http://fasb.org/us-gaap/2024 http://xbrl.sec.gov/dei/2024 true true JSON 87 MetaLinks.json IDEA: XBRL DOCUMENT { "version": "2.2", "instance": { "form10-k.htm": { "nsprefix": "GNLN", "nsuri": "http://gnln.com/20231231", "dts": { "inline": { "local": [ "form10-k.htm" ] }, "schema": { "local": [ "gnln-20231231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://www.xbrl.org/dtr/type/2022-03-31/types.xsd", "https://xbrl.fasb.org/srt/2024/elts/srt-2024.xsd", "https://xbrl.fasb.org/srt/2024/elts/srt-roles-2024.xsd", "https://xbrl.fasb.org/srt/2024/elts/srt-types-2024.xsd", "https://xbrl.fasb.org/us-gaap/2024/elts/us-gaap-2024.xsd", "https://xbrl.fasb.org/us-gaap/2024/elts/us-roles-2024.xsd", "https://xbrl.fasb.org/us-gaap/2024/elts/us-types-2024.xsd", "https://xbrl.sec.gov/country/2024/country-2024.xsd", "https://xbrl.sec.gov/dei/2024/dei-2024.xsd", "https://xbrl.sec.gov/stpr/2024/stpr-2024.xsd" ] }, "calculationLink": { "local": [ "gnln-20231231_cal.xml" ] }, "definitionLink": { "local": [ "gnln-20231231_def.xml" ] }, "labelLink": { "local": [ "gnln-20231231_lab.xml" ] }, "presentationLink": { "local": [ "gnln-20231231_pre.xml" ] } }, "keyStandard": 381, "keyCustom": 66, "axisStandard": 30, "axisCustom": 1, "memberStandard": 45, "memberCustom": 48, "hidden": { "total": 278, "http://fasb.org/us-gaap/2024": 230, "http://gnln.com/20231231": 45, "http://xbrl.sec.gov/dei/2024": 3 }, "contextCount": 308, "entityCount": 1, "segmentCount": 95, "elementCount": 694, "unitCount": 5, "baseTaxonomies": { "http://fasb.org/us-gaap/2024": 1078, "http://xbrl.sec.gov/dei/2024": 39 }, "report": { "R1": { "role": "http://gnln.com/role/Cover", "longName": "00000001 - Document - Cover", "shortName": "Cover", "isDefault": "true", "groupType": "document", "subGroupType": "", "menuCat": "Cover", "order": "1", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "b", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "b", "span", "p", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R2": { "role": "http://gnln.com/role/BalanceSheets", "longName": "00000002 - Statement - Consolidated Balance Sheets", "shortName": "Consolidated Balance Sheets", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "2", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R3": { "role": "http://gnln.com/role/BalanceSheetsParenthetical", "longName": "00000003 - Statement - Consolidated Balance Sheets (Parenthetical)", "shortName": "Consolidated Balance Sheets (Parenthetical)", "isDefault": "false", "groupType": "statement", "subGroupType": "parenthetical", "menuCat": "Statements", "order": "3", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R4": { "role": "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss", "longName": "00000004 - Statement - Consolidated Statements of Operations and Comprehensive Loss", "shortName": "Consolidated Statements of Operations and Comprehensive Loss", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "4", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:LaborAndRelatedExpense", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R5": { "role": "http://gnln.com/role/StatementsOfStockholdersEquity", "longName": "00000005 - Statement - Consolidated Statements of Stockholders' Equity", "shortName": "Consolidated Statements of Stockholders' Equity", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "5", "firstAnchor": { "contextRef": "AsOf2021-12-31_us-gaap_CommonStockMember_us-gaap_CommonClassAMember", "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2021-12-31_us-gaap_CommonStockMember_us-gaap_CommonClassAMember", "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R6": { "role": "http://gnln.com/role/StatementsOfCashFlows", "longName": "00000006 - Statement - Consolidated Statements of Cash Flows", "shortName": "Consolidated Statements of Cash Flows", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "6", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ProfitLoss", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ShareBasedCompensation", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R7": { "role": "http://gnln.com/role/BusinessOperationsAndOrganization", "longName": "00000007 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION", "shortName": "BUSINESS OPERATIONS AND ORGANIZATION", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "7", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R8": { "role": "http://gnln.com/role/SummaryOfSignificantAccountingPolicies", "longName": "00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "8", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R9": { "role": "http://gnln.com/role/BusinessAcquisitionsAndDispositions", "longName": "00000009 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS", "shortName": "BUSINESS ACQUISITIONS AND DISPOSITIONS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "9", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R10": { "role": "http://gnln.com/role/FairValueOfFinancialInstruments", "longName": "00000010 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "10", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:FairValueDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:FairValueDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R11": { "role": "http://gnln.com/role/Leases", "longName": "00000011 - Disclosure - LEASES", "shortName": "LEASES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "11", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R12": { "role": "http://gnln.com/role/Debt", "longName": "00000012 - Disclosure - DEBT", "shortName": "DEBT", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "12", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:DebtDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:DebtDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R13": { "role": "http://gnln.com/role/CommitmentsAndContingencies", "longName": "00000013 - Disclosure - COMMITMENTS AND CONTINGENCIES", "shortName": "COMMITMENTS AND CONTINGENCIES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "13", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R14": { "role": "http://gnln.com/role/SupplementalFinancialStatementInformation", "longName": "00000014 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION", "shortName": "SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "14", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R15": { "role": "http://gnln.com/role/StockholdersEquity", "longName": "00000015 - Disclosure - STOCKHOLDERS\u2019 EQUITY", "shortName": "STOCKHOLDERS\u2019 EQUITY", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "15", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R16": { "role": "http://gnln.com/role/CompensationPlans", "longName": "00000016 - Disclosure - COMPENSATION PLANS", "shortName": "COMPENSATION PLANS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "16", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:CompensationRelatedCostsGeneralTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:CompensationRelatedCostsGeneralTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R17": { "role": "http://gnln.com/role/IncomeTaxes", "longName": "00000017 - Disclosure - INCOME TAXES", "shortName": "INCOME TAXES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "17", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R18": { "role": "http://gnln.com/role/SegmentReporting", "longName": "00000018 - Disclosure - SEGMENT REPORTING", "shortName": "SEGMENT REPORTING", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "18", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R19": { "role": "http://gnln.com/role/SubsequentEvents", "longName": "00000019 - Disclosure - SUBSEQUENT EVENTS", "shortName": "SUBSEQUENT EVENTS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "19", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R20": { "role": "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "longName": "00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "policies", "menuCat": "Policies", "order": "20", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R21": { "role": "http://gnln.com/role/FairValueOfFinancialInstrumentsTables", "longName": "00000021 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "21", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R22": { "role": "http://gnln.com/role/LeasesTables", "longName": "00000022 - Disclosure - LEASES (Tables)", "shortName": "LEASES (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "22", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R23": { "role": "http://gnln.com/role/DebtTables", "longName": "00000023 - Disclosure - DEBT (Tables)", "shortName": "DEBT (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "23", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R24": { "role": "http://gnln.com/role/SupplementalFinancialStatementInformationTables", "longName": "00000024 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables)", "shortName": "SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "24", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R25": { "role": "http://gnln.com/role/StockholdersEquityTables", "longName": "00000025 - Disclosure - STOCKHOLDERS\u2019 EQUITY (Tables)", "shortName": "STOCKHOLDERS\u2019 EQUITY (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "25", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R26": { "role": "http://gnln.com/role/CompensationPlansTables", "longName": "00000026 - Disclosure - COMPENSATION PLANS (Tables)", "shortName": "COMPENSATION PLANS (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "26", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R27": { "role": "http://gnln.com/role/IncomeTaxesTables", "longName": "00000027 - Disclosure - INCOME TAXES (Tables)", "shortName": "INCOME TAXES (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "27", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R28": { "role": "http://gnln.com/role/SegmentReportingTables", "longName": "00000028 - Disclosure - SEGMENT REPORTING (Tables)", "shortName": "SEGMENT REPORTING (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "28", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R29": { "role": "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "longName": "00000029 - Disclosure - BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative)", "shortName": "BUSINESS OPERATIONS AND ORGANIZATION (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "29", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "GNLN:IncomeTaxExpenseBenefitIntraperiodTaxAllocationDistributionAmountPercent", "unitRef": "Pure", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2022-08-042022-08-04", "name": "us-gaap:StockholdersEquityReverseStockSplit", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "span", "span", "p", "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R30": { "role": "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "longName": "00000030 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "30", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:CashUninsuredAmount", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:CashAndCashEquivalentsPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:CashUninsuredAmount", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:CashAndCashEquivalentsPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R31": { "role": "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "longName": "00000031 - Disclosure - BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative)", "shortName": "BUSINESS ACQUISITIONS AND DISPOSITIONS (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "31", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:PaymentForContingentConsiderationLiabilityFinancingActivities", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2022-07-19_custom_VIBESHoldingsLLCMember_custom_SaleAgreementMember", "name": "GNLN:InvestmentOwnershipPercentage", "unitRef": "Pure", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R32": { "role": "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails", "longName": "00000032 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details)", "shortName": "SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "32", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:FinancialLiabilitiesFairValueDisclosure", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R33": { "role": "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "longName": "00000033 - Disclosure - SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details)", "shortName": "SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "33", "firstAnchor": { "contextRef": "AsOf2022-12-31_custom_ContingentConsiderationMember", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2021-12-31_custom_ContingentConsiderationMember", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R34": { "role": "http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative", "longName": "00000034 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative)", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "34", "firstAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:FairValueDisclosuresTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R35": { "role": "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails", "longName": "00000035 - Disclosure - SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details)", "shortName": "SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "35", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R36": { "role": "http://gnln.com/role/ScheduleOfLeaseCostDetails", "longName": "00000036 - Disclosure - SCHEDULE OF LEASE COST (Details)", "shortName": "SCHEDULE OF LEASE COST (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "36", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:OperatingLeaseCost", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:OperatingLeaseCost", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R37": { "role": "http://gnln.com/role/LeasesDetailsNarrative", "longName": "00000037 - Disclosure - LEASES (Details Narrative)", "shortName": "LEASES (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "37", "firstAnchor": { "contextRef": "From2022-11-032022-11-03", "name": "GNLN:PaymentForLeaseTermination", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2022-11-032022-11-03", "name": "GNLN:PaymentForLeaseTermination", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R38": { "role": "http://gnln.com/role/ScheduleOfDebtDetails", "longName": "00000038 - Disclosure - SCHEDULE OF DEBT (Details)", "shortName": "SCHEDULE OF DEBT (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "38", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:LongTermDebt", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R39": { "role": "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails", "longName": "00000039 - Disclosure - SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details)", "shortName": "SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "39", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R40": { "role": "http://gnln.com/role/DebtDetailsNarrative", "longName": "00000040 - Disclosure - DEBT (Details Narrative)", "shortName": "DEBT (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "40", "firstAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:RestrictedCashCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2021-12-31_us-gaap_NotesPayableOtherPayablesMember", "name": "us-gaap:DebtInstrumentFaceAmount", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R41": { "role": "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails", "longName": "00000041 - Disclosure - SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details)", "shortName": "SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "41", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:PropertyPlantAndEquipmentGross", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:PropertyPlantAndEquipmentGross", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R42": { "role": "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "longName": "00000042 - Disclosure - SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details)", "shortName": "SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "42", "firstAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R43": { "role": "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails", "longName": "00000043 - Disclosure - SCHEDULE OF OTHER CURRENT ASSETS (Details)", "shortName": "SCHEDULE OF OTHER CURRENT ASSETS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "43", "firstAnchor": { "contextRef": "AsOf2022-12-31", "name": "GNLN:EmployeeRetentionCreditReceivable", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherAssetsTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2022-12-31", "name": "GNLN:EmployeeRetentionCreditReceivable", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherAssetsTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R44": { "role": "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails", "longName": "00000044 - Disclosure - SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details)", "shortName": "SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "44", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:AccrualForTaxesOtherThanIncomeTaxesCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:AccrualForTaxesOtherThanIncomeTaxesCurrent", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R45": { "role": "http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails", "longName": "00000045 - Disclosure - SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details)", "shortName": "SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "45", "firstAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:ContractWithCustomerLiability", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "GNLN:ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2021-12-31", "name": "us-gaap:ContractWithCustomerLiability", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "GNLN:ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R46": { "role": "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "longName": "00000046 - Disclosure - SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details)", "shortName": "SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "46", "firstAnchor": { "contextRef": "AsOf2021-12-31", "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-012023-12-31_us-gaap_AccumulatedOtherComprehensiveIncomeMember", "name": "GNLN:OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R47": { "role": "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative", "longName": "00000047 - Disclosure - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative)", "shortName": "SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "47", "firstAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "GNLN:EmployeeRetentionCredits", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2023-02-16", "name": "us-gaap:Cash", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:AdditionalFinancialInformationDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R48": { "role": "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails", "longName": "00000048 - Disclosure - SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details)", "shortName": "SUMMARIZES SALES OF OUR CLASS A COMMON STOCK (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "48", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ProceedsFromIssuanceOfCommonStock", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2021-08-012022-12-31_custom_ATMProgramMember_us-gaap_CommonClassAMember", "name": "us-gaap:SaleOfStockNumberOfSharesIssuedInTransaction", "unitRef": "Shares", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R49": { "role": "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "longName": "00000049 - Disclosure - SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details)", "shortName": "SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "49", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:ProfitLoss", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R50": { "role": "http://gnln.com/role/StockholdersEquityDetailsNarrative", "longName": "00000050 - Disclosure - STOCKHOLDERS\u2019 EQUITY (Details Narrative)", "shortName": "STOCKHOLDERS\u2019 EQUITY (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "50", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "GNLN:NumberOfVotesPerShare", "unitRef": "Integer", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "GNLN:NumberOfVotesPerShare", "unitRef": "Integer", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R51": { "role": "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "longName": "00000051 - Disclosure - SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details)", "shortName": "SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "51", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R52": { "role": "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "longName": "00000052 - Disclosure - SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details)", "shortName": "SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "52", "firstAnchor": { "contextRef": "AsOf2023-12-31_us-gaap_EmployeeStockOptionMember", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31_us-gaap_EmployeeStockOptionMember", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R53": { "role": "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails", "longName": "00000053 - Disclosure - SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details)", "shortName": "SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "53", "firstAnchor": { "contextRef": "From2022-01-012022-12-31_us-gaap_EmployeeStockOptionMember", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "unitRef": "Pure", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2022-01-012022-12-31_us-gaap_EmployeeStockOptionMember", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "unitRef": "Pure", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R54": { "role": "http://gnln.com/role/SummaryOfStockOptionActivityDetails", "longName": "00000054 - Disclosure - SUMMARY OF STOCK OPTION ACTIVITY (Details)", "shortName": "SUMMARY OF STOCK OPTION ACTIVITY (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "54", "firstAnchor": { "contextRef": "AsOf2022-12-31", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "unitRef": "Shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfStockOptionsRollForwardTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "AsOf2021-12-31", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "unitRef": "Shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfStockOptionsRollForwardTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R55": { "role": "http://gnln.com/role/CompensationPlansDetailsNarrative", "longName": "00000055 - Disclosure - COMPENSATION PLANS (Details Narrative)", "shortName": "COMPENSATION PLANS (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "55", "firstAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "unitRef": "USDPShares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfStockOptionsRollForwardTableTextBlock", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "unitRef": "USDPShares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:CompensationRelatedCostsGeneralTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R56": { "role": "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails", "longName": "00000056 - Disclosure - SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details)", "shortName": "SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "56", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R57": { "role": "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails", "longName": "00000057 - Disclosure - SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details)", "shortName": "SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "57", "firstAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:CurrentIncomeTaxExpenseBenefit", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2022-01-012022-12-31", "name": "us-gaap:CurrentIncomeTaxExpenseBenefit", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R58": { "role": "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails", "longName": "00000058 - Disclosure - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)", "shortName": "SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "58", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R59": { "role": "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails", "longName": "00000059 - Disclosure - SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details)", "shortName": "SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "59", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:DeferredTaxAssetsGoodwillAndIntangibleAssets", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:DeferredTaxAssetsGoodwillAndIntangibleAssets", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R60": { "role": "http://gnln.com/role/IncomeTaxesDetailsNarrative", "longName": "00000060 - Disclosure - INCOME TAXES (Details Narrative)", "shortName": "INCOME TAXES (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "60", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:DeferredTaxAssetInterestCarryforward", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:DeferredTaxAssetInterestCarryforward", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-5", "ancestors": [ "span", "span", "p", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R61": { "role": "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails", "longName": "00000061 - Disclosure - SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details)", "shortName": "SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "61", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-012023-12-31_custom_ConsumerGoodsMember", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R62": { "role": "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails", "longName": "00000062 - Disclosure - SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details)", "shortName": "SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "62", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-012023-12-31_custom_IndustrialVapeProductsMember", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRevenueByMajorCustomersByReportingSegmentsTableTextBlock", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R63": { "role": "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails", "longName": "00000063 - Disclosure - SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details)", "shortName": "SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "63", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2023-01-012023-12-31_country_US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } }, "R64": { "role": "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "longName": "00000064 - Disclosure - SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details)", "shortName": "SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "64", "firstAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:NoncurrentAssets", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "AsOf2023-12-31", "name": "us-gaap:NoncurrentAssets", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "-3", "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R65": { "role": "http://gnln.com/role/SegmentReportingDetailsNarrative", "longName": "00000065 - Disclosure - SEGMENT REPORTING (Details Narrative)", "shortName": "SEGMENT REPORTING (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "65", "firstAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:NumberOfOperatingSegments", "unitRef": "Integer", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "From2023-01-01to2023-12-31", "name": "us-gaap:NumberOfOperatingSegments", "unitRef": "Integer", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:SegmentReportingDisclosureTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true, "unique": true } }, "R66": { "role": "http://gnln.com/role/SubsequentEventsDetailsNarrative", "longName": "00000066 - Disclosure - SUBSEQUENT EVENTS (Details Narrative)", "shortName": "SUBSEQUENT EVENTS (Details Narrative)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "66", "firstAnchor": { "contextRef": "From2024-01-162024-01-16", "name": "us-gaap:StockIssuedDuringPeriodSharesNewIssues", "unitRef": "Shares", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "first": true }, "uniqueAnchor": { "contextRef": "From2024-01-162024-01-16", "name": "us-gaap:StockIssuedDuringPeriodValueNewIssues", "unitRef": "USD", "xsiNil": "false", "lang": null, "decimals": "INF", "ancestors": [ "span", "span", "p", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "form10-k.htm", "unique": true } } }, "tag": { "GNLN_ATMProgramMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ATMProgramMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "ATM Program [Member]", "documentation": "ATM Program [Member]" } } }, "auth_ref": [] }, "us-gaap_AccountingPoliciesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccountingPoliciesAbstract", "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AccountsPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccountsPayableCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Accounts payable", "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r81", "r890" ] }, "us-gaap_AccountsReceivableMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccountsReceivableMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Accounts Receivable [Member]", "documentation": "Due from customers or clients for goods or services that have been delivered or sold." } } }, "auth_ref": [ "r815" ] }, "us-gaap_AccountsReceivableNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccountsReceivableNet", "crdr": "debit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Accounts receivable related parties", "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business." } } }, "auth_ref": [ "r758", "r814", "r911", "r1085", "r1086" ] }, "us-gaap_AccountsReceivableNetCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccountsReceivableNetCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Accounts receivable, net of allowance of $2,209 and $4,826 at December 31, 2023 and 2022, respectively", "verboseLabel": "Accounts receivable, net", "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current." } } }, "auth_ref": [ "r979" ] }, "GNLN_AccrualForAmendedEyceApa": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "AccrualForAmendedEyceApa", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Amended Eyce APA", "documentation": "Accrual for amended eyce apa." } } }, "auth_ref": [] }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "VAT payable (including amounts related to VAT matter described in Note 2)", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r83", "r836", "r1037" ] }, "us-gaap_AccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 2.0 }, "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Accrued expenses and other current liabilities (Note 8)", "totalLabel": "Accrued expenses and other current liabilities", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r83" ] }, "us-gaap_AccruedProfessionalFeesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccruedProfessionalFeesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Accrued expenses", "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r83" ] }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Less: accumulated depreciation", "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services." } } }, "auth_ref": [ "r46", "r183", "r667" ] }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Accumulated other comprehensive income", "documentation": "Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source." } } }, "auth_ref": [ "r20", "r21", "r97", "r193", "r661", "r704", "r705" ] }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AccumulatedOtherComprehensiveIncomeMember", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "AOCI Attributable to Parent [Member]", "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners." } } }, "auth_ref": [ "r3", "r15", "r21", "r539", "r542", "r596", "r700", "r701", "r953", "r954", "r955", "r966", "r967", "r968", "r969" ] }, "us-gaap_AdditionalFinancialInformationDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdditionalFinancialInformationDisclosureTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformation" ], "lang": { "en-us": { "role": { "label": "SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION", "documentation": "The entire disclosures of supplemental information, including descriptions and amounts, related to the balance sheet, income statement, and/or cash flow statement." } } }, "auth_ref": [] }, "us-gaap_AdditionalPaidInCapital": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdditionalPaidInCapital", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Additional paid-in capital", "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock." } } }, "auth_ref": [ "r92", "r890", "r1118" ] }, "us-gaap_AdditionalPaidInCapitalMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdditionalPaidInCapitalMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Additional Paid-in Capital [Member]", "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders." } } }, "auth_ref": [ "r723", "r966", "r967", "r968", "r969", "r1050", "r1119" ] }, "us-gaap_AdjustmentForAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdjustmentForAmortization", "crdr": "debit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Amortization", "documentation": "The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives." } } }, "auth_ref": [ "r10" ] }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Adjustments to reconcile net loss to net cash (used in) provided by operating activities:" } } }, "auth_ref": [] }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdvertisingCostsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Advertising", "documentation": "Disclosure of accounting policy for advertising cost." } } }, "auth_ref": [ "r163" ] }, "us-gaap_AdvertisingExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AdvertisingExpense", "crdr": "debit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Advertising expense", "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line." } } }, "auth_ref": [ "r480", "r877" ] }, "srt_AffiliatedEntityMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "AffiliatedEntityMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Affiliated Entity [Member]" } } }, "auth_ref": [ "r770", "r821", "r911", "r1010", "r1070", "r1071", "r1073" ] }, "GNLN_AirgraftIncMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "AirgraftIncMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Airgraft Inc [Member]", "documentation": "Airgraft Inc [Member]" } } }, "auth_ref": [] }, "us-gaap_AllocatedShareBasedCompensationExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AllocatedShareBasedCompensationExpense", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails" ], "lang": { "en-us": { "role": { "label": "Total equity-based compensation expense", "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized." } } }, "auth_ref": [ "r472", "r478" ] }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "crdr": "credit", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Accounts receivable, net of allowance", "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current." } } }, "auth_ref": [ "r194", "r313", "r322" ] }, "dei_AmendmentDescription": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AmendmentDescription", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Amendment Description", "documentation": "Description of changes contained within amended document." } } }, "auth_ref": [] }, "dei_AmendmentFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AmendmentFlag", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Amendment Flag", "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission." } } }, "auth_ref": [] }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AmortizationOfFinancingCostsAndDiscounts", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 16.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Amortization of deferred financing costs and debt discount", "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs." } } }, "auth_ref": [ "r399", "r863", "r864", "r960", "r1064" ] }, "dei_AnnualInformationForm": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AnnualInformationForm", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Annual Information Form", "documentation": "Boolean flag with value true on a form if it is an annual report containing an annual information form." } } }, "auth_ref": [ "r933" ] }, "us-gaap_ArrangementsAndNonarrangementTransactionsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ArrangementsAndNonarrangementTransactionsMember", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations." } } }, "auth_ref": [ "r530" ] }, "us-gaap_AssetImpairmentCharges": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AssetImpairmentCharges", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Asset impairment charges", "label": "Asset Impairment Charges", "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill." } } }, "auth_ref": [ "r10", "r44" ] }, "GNLN_AssetPurchaseAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "AssetPurchaseAgreementMember", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Asset Purchase Agreement [Member]", "documentation": "Asset Purchase Agreement [Member]" } } }, "auth_ref": [] }, "us-gaap_Assets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "Assets", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total assets", "label": "Assets", "documentation": "Amount of asset recognized for present right to economic benefit." } } }, "auth_ref": [ "r143", "r155", "r187", "r229", "r266", "r274", "r299", "r303", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r532", "r536", "r570", "r655", "r763", "r851", "r852", "r890", "r918", "r1004", "r1005", "r1074" ] }, "us-gaap_AssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AssetsAbstract", "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "ASSETS" } } }, "auth_ref": [] }, "us-gaap_AssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AssetsCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total current assets", "label": "Assets, Current", "documentation": "Amount of asset recognized for present right to economic benefit, classified as current." } } }, "auth_ref": [ "r178", "r199", "r229", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r532", "r536", "r570", "r890", "r1004", "r1005", "r1074" ] }, "us-gaap_AssetsCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AssetsCurrentAbstract", "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Current assets" } } }, "auth_ref": [] }, "GNLN_AssetsHeldforSalePolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "AssetsHeldforSalePolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Assets Held for Sale", "documentation": "Assets held for sale policy text block." } } }, "auth_ref": [] }, "dei_AuditedAnnualFinancialStatements": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AuditedAnnualFinancialStatements", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Audited Annual Financial Statements", "documentation": "Boolean flag with value true on a form if it is an annual report containing audited financial statements." } } }, "auth_ref": [ "r933" ] }, "dei_AuditorFirmId": { "xbrltype": "nonemptySequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AuditorFirmId", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Auditor Firm ID", "documentation": "PCAOB issued Audit Firm Identifier" } } }, "auth_ref": [ "r930", "r932", "r933" ] }, "dei_AuditorLocation": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AuditorLocation", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "auth_ref": [ "r930", "r932", "r933" ] }, "dei_AuditorName": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "AuditorName", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "auth_ref": [ "r930", "r932", "r933" ] }, "us-gaap_AwardTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "AwardTypeAxis", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Award Type [Axis]", "documentation": "Information by type of award under share-based payment arrangement." } } }, "auth_ref": [ "r443", "r444", "r445", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r467", "r468", "r469", "r470", "r471" ] }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BasisOfAccountingPolicyPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Basis of Presentation", "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS)." } } }, "auth_ref": [] }, "us-gaap_BridgeLoan": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BridgeLoan", "crdr": "credit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Bridge loan", "documentation": "Short-Term financing which is expected to be paid back relatively quickly, such as by a subsequent longer-term loan. Also called swing loan or bridge financing." } } }, "auth_ref": [ "r80", "r144" ] }, "us-gaap_BridgeLoanMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BridgeLoanMember", "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Bridge Loan [Member]", "documentation": "Financing which is expected to be replaced by a medium to long-term loan. The loan \"bridges\" the gap in time when otherwise no financing would be in place." } } }, "auth_ref": [] }, "us-gaap_BuildingMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BuildingMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Building [Member]", "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities." } } }, "auth_ref": [ "r119" ] }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessAcquisitionAcquireeDomain", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree." } } }, "auth_ref": [ "r341", "r342", "r343", "r344", "r345", "r525", "r872", "r873" ] }, "us-gaap_BusinessAcquisitionAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessAcquisitionAxis", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Business Acquisition [Axis]", "documentation": "Information by business combination or series of individually immaterial business combinations." } } }, "auth_ref": [ "r56", "r58", "r341", "r342", "r343", "r344", "r345", "r525", "r872", "r873" ] }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common stock issued (in shares)", "documentation": "Number of shares of equity interests issued or issuable to acquire entity." } } }, "auth_ref": [ "r137" ] }, "us-gaap_BusinessAcquisitionLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessAcquisitionLineItems", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Business Acquisition [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r525" ] }, "us-gaap_BusinessCombinationAndAssetAcquisitionAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationAndAssetAcquisitionAbstract", "lang": { "en-us": { "role": { "label": "Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]" } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Change in fair value of contingent consideration", "documentation": "Amount of increase (decrease) in the value of a contingent consideration liability, including, but not limited to, differences arising upon settlement." } } }, "auth_ref": [ "r527", "r959" ] }, "GNLN_BusinessCombinationContingentConsiderationArrangementsWriteoff": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "BusinessCombinationContingentConsiderationArrangementsWriteoff", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 8.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA", "documentation": "Business combination contingent consideration arrangements writeoff.", "label": "Business combination contingent consideration arrangements writeoff" } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationContingentConsiderationLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationContingentConsiderationLiability", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Contingent consideration, liability", "documentation": "Amount of liability recognized arising from contingent consideration in a business combination." } } }, "auth_ref": [ "r61", "r136", "r526", "r551", "r552", "r553" ] }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationContingentConsiderationLiabilityCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Contingent consideration - current", "verboseLabel": "Contingent consideration", "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r61", "r136" ] }, "GNLN_BusinessCombinationContingentConsiderationNumberOfInstallments": { "xbrltype": "integerItemType", "nsuri": "http://gnln.com/20231231", "localname": "BusinessCombinationContingentConsiderationNumberOfInstallments", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of annual vesting installments", "documentation": "Business combination contingent consideration number of installments." } } }, "auth_ref": [] }, "GNLN_BusinessCombinationContingentConsiderationVestingNumberOfTranches": { "xbrltype": "integerItemType", "nsuri": "http://gnln.com/20231231", "localname": "BusinessCombinationContingentConsiderationVestingNumberOfTranches", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of tranches", "documentation": "Business combination contingent consideration vesting number of tranches." } } }, "auth_ref": [] }, "GNLN_BusinessCombinationIndemnificationAssetsGainLossOnRecovery": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "BusinessCombinationIndemnificationAssetsGainLossOnRecovery", "crdr": "credit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Indemnification assets, gain on recovery", "documentation": "Business combination indemnification assets gain (loss) on recovery." } } }, "auth_ref": [] }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsExpensesAndLossesRecognized": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationSeparatelyRecognizedTransactionsExpensesAndLossesRecognized", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Compensation expenses", "documentation": "The expenses and losses recorded for each transaction with the acquiree that was recognized separately from the acquisition of assets and assumptions of liabilities in the business combination." } } }, "auth_ref": [ "r57" ] }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsNetGainsAndLosses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationSeparatelyRecognizedTransactionsNetGainsAndLosses", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Other income (expense), net", "documentation": "The net gains or losses recognized for each transaction with the acquiree that was recognized separately from the acquisition of assets and assumptions of liabilities in the business combination." } } }, "auth_ref": [ "r57" ] }, "us-gaap_BusinessCombinationsPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "BusinessCombinationsPolicy", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Business Combinations", "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy." } } }, "auth_ref": [ "r132", "r133", "r134", "r135" ] }, "country_CA": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2024", "localname": "CA", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "CANADA" } } }, "auth_ref": [] }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CapitalExpendituresIncurredButNotYetPaid", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Non-cash purchases of property and equipment", "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred." } } }, "auth_ref": [ "r29", "r30", "r31" ] }, "us-gaap_Cash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "Cash", "crdr": "debit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "periodStartLabel": "Cash", "periodEndLabel": "Cash", "verboseLabel": "Cash", "label": "Cash [Default Label]", "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r161", "r658", "r734", "r757", "r890", "r918", "r948" ] }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashAndCashEquivalentsAtCarryingValue", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Cash", "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r26", "r181", "r833" ] }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashAndCashEquivalentsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "verboseLabel": "Cash", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value." } } }, "auth_ref": [ "r27" ] }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Restricted Cash", "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits." } } }, "auth_ref": [ "r27", "r141" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "crdr": "debit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "periodStartLabel": "Total cash and restricted cash, beginning of period", "periodEndLabel": "Total cash and restricted cash, end of period", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r26", "r110", "r225" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net decrease in cash and cash equivalents", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r2", "r110" ] }, "us-gaap_CashEquivalentsAtCarryingValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashEquivalentsAtCarryingValue", "crdr": "debit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Cash equivalents", "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r948", "r1084" ] }, "us-gaap_CashUninsuredAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CashUninsuredAmount", "crdr": "debit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Cash, uninsured amount", "documentation": "The amount of cash as of the balance sheet date that is not insured by the Federal Deposit Insurance Corporation." } } }, "auth_ref": [] }, "dei_CityAreaCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "CityAreaCode", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "City Area Code", "documentation": "Area code of city" } } }, "auth_ref": [] }, "us-gaap_ClassOfStockDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfStockDomain", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock." } } }, "auth_ref": [ "r173", "r190", "r191", "r192", "r229", "r253", "r254", "r261", "r263", "r268", "r269", "r319", "r368", "r370", "r371", "r372", "r375", "r376", "r408", "r409", "r412", "r415", "r421", "r570", "r715", "r716", "r717", "r718", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r735", "r749", "r772", "r789", "r806", "r807", "r808", "r809", "r810", "r940", "r962", "r970" ] }, "GNLN_ClassOfWarrantOrRighAxis": { "xbrltype": "stringItemType", "nsuri": "http://gnln.com/20231231", "localname": "ClassOfWarrantOrRighAxis", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Class Of Warrant Or Righ Axis", "verboseLabel": "Class Of Warrant Or Righ Axis [Axis]", "documentation": "Class Of Warrant Or Righ Axis" } } }, "auth_ref": [] }, "GNLN_ClassOfWarrantOrRighDomain": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ClassOfWarrantOrRighDomain", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "auth_ref": [] }, "us-gaap_ClassOfWarrantOrRightAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfWarrantOrRightAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Class of Warrant or Right [Axis]", "documentation": "Information by type of warrant or right issued." } } }, "auth_ref": [ "r52" ] }, "us-gaap_ClassOfWarrantOrRightDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfWarrantOrRightDomain", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months." } } }, "auth_ref": [] }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Warrant per share", "documentation": "Exercise price per share or per unit of warrants or rights outstanding." } } }, "auth_ref": [ "r422" ] }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of securities called by each warrant", "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares." } } }, "auth_ref": [] }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of common shares called by warrants (in shares)", "verboseLabel": "Purchase of warrant, shares", "documentation": "Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares." } } }, "auth_ref": [ "r422" ] }, "us-gaap_CollateralizedFinancings": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CollateralizedFinancings", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Collateralized financings", "documentation": "The value of the collateral (typically cash) that the entity receives in a financing transaction in exchange for securities lent. This item represents a liability in the financial statements of the lender of the securities." } } }, "auth_ref": [ "r74" ] }, "us-gaap_CommitmentsAndContingencies": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommitmentsAndContingencies", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Commitments and contingencies (Note 7)", "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur." } } }, "auth_ref": [ "r88", "r146", "r657", "r748" ] }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommitmentsAndContingenciesDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "presentation": [ "http://gnln.com/role/CommitmentsAndContingencies" ], "lang": { "en-us": { "role": { "label": "COMMITMENTS AND CONTINGENCIES", "documentation": "The entire disclosure for commitments and contingencies." } } }, "auth_ref": [ "r122", "r360", "r361", "r816", "r996", "r1001" ] }, "GNLN_CommonClassAAndBMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "CommonClassAAndBMember", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common Class A and B [Member]", "documentation": "Common Class A And B [Member]" } } }, "auth_ref": [] }, "us-gaap_CommonClassAMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonClassAMember", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Common Class A [Member]", "documentation": "Classification of common stock representing ownership interest in a corporation." } } }, "auth_ref": [ "r1119" ] }, "us-gaap_CommonClassBMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonClassBMember", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Common Class B [Member]", "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation." } } }, "auth_ref": [ "r1119" ] }, "us-gaap_CommonClassCMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonClassCMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common Class C [Member]", "documentation": "Classification of common stock that has different rights than provided to Class A or B shares, representing ownership interest in a corporation." } } }, "auth_ref": [] }, "us-gaap_CommonStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Common Stock [Member]", "documentation": "Stock that is subordinate to all other stock of the issuer." } } }, "auth_ref": [ "r908", "r909", "r910", "r912", "r913", "r914", "r915", "r966", "r967", "r969", "r1050", "r1116", "r1119" ] }, "us-gaap_CommonStockParOrStatedValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockParOrStatedValuePerShare", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common stock, par value", "documentation": "Face amount or stated value per share of common stock." } } }, "auth_ref": [ "r91" ] }, "us-gaap_CommonStockSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockSharesAuthorized", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common stock, shares authorized", "verboseLabel": "Common stock, authorized (in shares)", "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws." } } }, "auth_ref": [ "r91", "r749" ] }, "us-gaap_CommonStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockSharesIssued", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Common stock, shares issued", "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury." } } }, "auth_ref": [ "r91" ] }, "us-gaap_CommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockSharesOutstanding", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Common stock, shares outstanding", "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation." } } }, "auth_ref": [ "r17", "r91", "r749", "r769", "r1119", "r1120" ] }, "GNLN_CommonStockSharesRedeemablePerCommonUnitRatio": { "xbrltype": "pureItemType", "nsuri": "http://gnln.com/20231231", "localname": "CommonStockSharesRedeemablePerCommonUnitRatio", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Common stock, shares redeemable per common unit, ratio", "documentation": "Common stock, shares redeemable per common unit, ratio." } } }, "auth_ref": [] }, "us-gaap_CommonStockValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CommonStockValue", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Common stock, value", "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity." } } }, "auth_ref": [ "r91", "r660", "r890" ] }, "us-gaap_CompensationRelatedCostsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CompensationRelatedCostsAbstract", "lang": { "en-us": { "role": { "label": "Compensation Related Costs [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CompensationRelatedCostsGeneralTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CompensationRelatedCostsGeneralTextBlock", "presentation": [ "http://gnln.com/role/CompensationPlans" ], "lang": { "en-us": { "role": { "label": "COMPENSATION PLANS", "documentation": "The entire disclosure for compensation costs, including compensated absences accruals, compensated absences liability, deferred compensation arrangements and income statement compensation items. Deferred compensation arrangements may include a description of an arrangement with an individual employee, which is generally an employment contract between the entity and a selected officer or key employee containing a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period, the number of shares (units) issued during the period under such arrangements, and the carrying amount as of the balance sheet date of the related liability." } } }, "auth_ref": [ "r429", "r430" ] }, "us-gaap_ComprehensiveIncomeNetOfTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ComprehensiveIncomeNetOfTax", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Comprehensive loss attributable to Greenlane Holdings, Inc.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners." } } }, "auth_ref": [ "r22", "r205", "r207", "r214", "r649", "r674", "r676" ] }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Less: comprehensive loss attributable to non-controlling interest", "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners." } } }, "auth_ref": [ "r8", "r64", "r69", "r205", "r207", "r213", "r648", "r674", "r675" ] }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Comprehensive loss", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners." } } }, "auth_ref": [ "r69", "r139", "r205", "r207", "r212", "r647", "r674" ] }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Comprehensive (Loss) Income", "documentation": "Disclosure of accounting policy for comprehensive income." } } }, "auth_ref": [] }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConcentrationRiskBenchmarkDomain", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage." } } }, "auth_ref": [ "r34", "r35", "r71", "r72", "r311", "r815" ] }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConcentrationRiskByBenchmarkAxis", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Benchmark [Axis]", "documentation": "Information by benchmark of concentration risk." } } }, "auth_ref": [ "r34", "r35", "r71", "r72", "r311", "r707", "r815" ] }, "us-gaap_ConcentrationRiskByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConcentrationRiskByTypeAxis", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Concentration Risk Type [Axis]", "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender." } } }, "auth_ref": [ "r34", "r35", "r71", "r72", "r311", "r815", "r947" ] }, "us-gaap_ConcentrationRiskPercentage1": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConcentrationRiskPercentage1", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Concentration Risk, Percentage", "verboseLabel": "Concentration risk percentage", "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division." } } }, "auth_ref": [ "r34", "r35", "r71", "r72", "r311" ] }, "us-gaap_ConcentrationRiskTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConcentrationRiskTypeDomain", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration." } } }, "auth_ref": [ "r34", "r35", "r71", "r72", "r311", "r815" ] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetLineItems", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTable", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Consolidation, Less-than-Wholly-Owned Subsidiary, Parent Ownership Interest, Effect of Change [Table]", "documentation": "Disclosure of information about effect of change in parent's ownership interest in subsidiary on equity attributable to parent. Excludes change from deconsolidation of subsidiary." } } }, "auth_ref": [ "r16", "r70" ] }, "us-gaap_ConsolidationPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConsolidationPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Principles of Consolidation", "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary." } } }, "auth_ref": [ "r65", "r840" ] }, "us-gaap_ConstructionPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ConstructionPayableCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Accrued construction in progress (ERP)", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for the acquisition of merchandise, materials, supplies and services pertaining to construction projects such as a housing development or factory expansion not classified as trade payables. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r81" ] }, "GNLN_ConsumerGoodsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ConsumerGoodsMember", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Consumer Goods [Member]", "documentation": "Consumer Goods [Member]" } } }, "auth_ref": [] }, "GNLN_ContingentConsiderationMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ContingentConsiderationMember", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Contingent Consideration [Member]", "documentation": "Contingent Consideration [Member]" } } }, "auth_ref": [] }, "us-gaap_ContingentLiabilityReserveEstimatePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ContingentLiabilityReserveEstimatePolicy", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Loss Contingencies", "documentation": "Disclosure of accounting policy for the claims loss reserve for insurance contracts with a life contingency (permanent life, some term life, accident and health, some annuities), describing the loss exposures and bases and methodologies for making the relevant accounting estimates." } } }, "auth_ref": [] }, "us-gaap_ContractWithCustomerLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ContractWithCustomerLiability", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Contract with Customer, Liability", "periodEndLabel": "Contract with Customer, Liability", "label": "Contract with Customer, Liability", "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable." } } }, "auth_ref": [ "r424", "r425", "r428" ] }, "GNLN_ContractWithCustomerLiabilityCustomerOverpayments": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ContractWithCustomerLiabilityCustomerOverpayments", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails" ], "lang": { "en-us": { "role": { "label": "Customer Overpayments", "documentation": "Contract with customer liability customer over payments." } } }, "auth_ref": [] }, "GNLN_ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails" ], "lang": { "en-us": { "role": { "label": "Increases due to deposits received, net of other adjustments", "documentation": "Contract with customer liability increase due to deposits received net of other adjustments" } } }, "auth_ref": [] }, "GNLN_ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfChangesInCustomerDepositLiabilityDetails" ], "lang": { "en-us": { "role": { "label": "Revenue recognized", "documentation": "Contract with customer liability revenue recognized including deposits" } } }, "auth_ref": [] }, "us-gaap_CostOfGoodsAndServicesSold": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CostOfGoodsAndServicesSold", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_GrossProfit", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Cost of sales", "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities." } } }, "auth_ref": [ "r100", "r101", "r613" ] }, "srt_CounterpartyNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "CounterpartyNameAxis", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]" } } }, "auth_ref": [ "r234", "r235", "r381", "r410", "r600", "r609", "r653", "r837", "r839" ] }, "dei_CountryRegion": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "CountryRegion", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Country Region", "documentation": "Region code of country" } } }, "auth_ref": [] }, "dei_CoverAbstract": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "CoverAbstract", "lang": { "en-us": { "role": { "label": "Cover [Abstract]", "documentation": "Cover page." } } }, "auth_ref": [] }, "dei_CurrentFiscalYearEndDate": { "xbrltype": "gMonthDayItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "CurrentFiscalYearEndDate", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Current Fiscal Year End Date", "documentation": "End date of current fiscal year in the format --MM-DD." } } }, "auth_ref": [] }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CurrentIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Total current year", "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations." } } }, "auth_ref": [ "r511", "r965" ] }, "us-gaap_CustomerConcentrationRiskMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CustomerConcentrationRiskMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer Concentration Risk [Member]", "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer." } } }, "auth_ref": [ "r114", "r311" ] }, "GNLN_CustomerDepositsReceivableAsAPercentOfTotalOrderCost": { "xbrltype": "percentItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomerDepositsReceivableAsAPercentOfTotalOrderCost", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer deposits receivable percentage", "documentation": "Customer deposits receivable as A percent of total order cost." } } }, "auth_ref": [] }, "GNLN_CustomerOneMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomerOneMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer One [Member]", "documentation": "Customer One [Member]" } } }, "auth_ref": [] }, "us-gaap_CustomerRefundLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CustomerRefundLiabilityCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Refund liability (including accounts receivable credit balances)", "documentation": "Current regulatory liabilities generally represent obligations to make refunds to customers for various reasons including overpayment." } } }, "auth_ref": [] }, "us-gaap_CustomerRelationshipsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "CustomerRelationshipsMember", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Customer Relationships [Member]", "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships." } } }, "auth_ref": [ "r60", "r984", "r985", "r986", "r987", "r989", "r990", "r992", "r993" ] }, "GNLN_CustomerThreeMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomerThreeMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer Three [Member]", "documentation": "Customer Three [Member]" } } }, "auth_ref": [] }, "GNLN_CustomerTwoMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomerTwoMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer Two [Member]", "documentation": "Customer Two [Member]" } } }, "auth_ref": [] }, "GNLN_CustomsBondsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomsBondsCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Customs bonds", "documentation": "Customs bonds current." } } }, "auth_ref": [] }, "GNLN_CustomsBondsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "CustomsBondsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Customs Bonds", "documentation": "Customs Bonds [Policy Text Block]" } } }, "auth_ref": [] }, "GNLN_DaVinciLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "DaVinciLLCMember", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Da Vinci LLC [Member]", "documentation": "Da Vinci LLC [Member]" } } }, "auth_ref": [] }, "us-gaap_DebtDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DebtDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtDisclosureTextBlock", "presentation": [ "http://gnln.com/role/Debt" ], "lang": { "en-us": { "role": { "label": "DEBT", "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants." } } }, "auth_ref": [ "r123", "r227", "r353", "r354", "r355", "r356", "r357", "r366", "r367", "r377", "r383", "r384", "r385", "r386", "r387", "r388", "r393", "r400", "r401", "r403", "r581" ] }, "GNLN_DebtInstrumentAdditionalAmountAvailableToBeDeferred": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DebtInstrumentAdditionalAmountAvailableToBeDeferred", "crdr": "credit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Additional amount available to be deferred", "documentation": "Debt nstrument additional amount available to be deferred." } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentCarryingAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentCarryingAmount", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails" ], "lang": { "en-us": { "role": { "label": "Long-term debt, gross", "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt." } } }, "auth_ref": [ "r19", "r145", "r404" ] }, "GNLN_DebtInstrumentDeferredPayment": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DebtInstrumentDeferredPayment", "crdr": "credit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Deferred payment amount", "documentation": "Debt instrument deferred payment." } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentFaceAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentFaceAmount", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, face amount", "documentation": "Face (par) amount of debt instrument at time of issuance." } } }, "auth_ref": [ "r378", "r581", "r582", "r861", "r862", "r888" ] }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentInterestRateDuringPeriod", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Basis spread on variable rate", "documentation": "The average effective interest rate during the reporting period." } } }, "auth_ref": [ "r85", "r396", "r1063" ] }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentInterestRateStatedPercentage", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, interest rate", "documentation": "Contractual interest rate for funds borrowed, under the debt agreement." } } }, "auth_ref": [ "r85", "r379" ] }, "us-gaap_DebtInstrumentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentLineItems", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Debt Instrument [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r236", "r378", "r379", "r380", "r381", "r382", "r384", "r389", "r390", "r391", "r392", "r394", "r395", "r396", "r397", "r398", "r399", "r402", "r860", "r861", "r862", "r863", "r864", "r888", "r963", "r1063", "r1065" ] }, "us-gaap_DebtInstrumentPeriodicPayment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentPeriodicPayment", "crdr": "debit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, periodic payment", "documentation": "Amount of the required periodic payments including both interest and principal payments." } } }, "auth_ref": [ "r19", "r76" ] }, "us-gaap_DebtInstrumentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentTable", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Schedule of Long-Term Debt Instruments [Table]", "documentation": "Disclosure of information about long-term debt instrument or arrangement." } } }, "auth_ref": [ "r19", "r48", "r49", "r75", "r125", "r126", "r236", "r378", "r379", "r380", "r381", "r382", "r384", "r389", "r390", "r391", "r392", "r394", "r395", "r396", "r397", "r398", "r399", "r402", "r860", "r861", "r862", "r863", "r864", "r888", "r963", "r1063", "r1065" ] }, "us-gaap_DebtInstrumentTerm": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentTerm", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, term", "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [] }, "GNLN_DebtInstrumentTotalAmountToBePaid": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DebtInstrumentTotalAmountToBePaid", "crdr": "debit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, total amount to be paid", "documentation": "Debt instrument total amount to be paid." } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentUnamortizedDiscount", "crdr": "debit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt instrument, unamortized discount", "documentation": "Amount, after accumulated amortization, of debt discount." } } }, "auth_ref": [ "r1007", "r1062", "r1063", "r1065" ] }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails" ], "lang": { "en-us": { "role": { "label": "Less unamortized debt issuance costs", "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs." } } }, "auth_ref": [ "r389", "r405", "r580", "r581", "r582", "r861", "r862", "r888" ] }, "us-gaap_DeconsolidationGainOrLossAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeconsolidationGainOrLossAmount", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 13.0 } }, "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Gain related to VIBES disposition / deconsolidation (Note 3)", "label": "Gain related to VIBES disposition / deconsolidation", "documentation": "Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer." } } }, "auth_ref": [ "r66" ] }, "us-gaap_DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_DeferredFinanceCostsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredFinanceCostsNet", "crdr": "debit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Debt issuance costs net", "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs." } } }, "auth_ref": [ "r1007", "r1062", "r1063", "r1065" ] }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Total deferred tax (benefit) expense", "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations." } } }, "auth_ref": [ "r10", "r171", "r965" ] }, "GNLN_DeferredIncomeTaxExpenseBenefits": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DeferredIncomeTaxExpenseBenefits", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Current year", "documentation": "Deferred income tax expense benefits." } } }, "auth_ref": [] }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredIncomeTaxesAndTaxCredits", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Change in tax rate", "documentation": "Amount of deferred income tax expense (benefit) and income tax credits." } } }, "auth_ref": [ "r112" ] }, "us-gaap_DeferredTaxAssetInterestCarryforward": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetInterestCarryforward", "crdr": "debit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Interest carryforward", "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible interest carryforward." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Goodwill and other intangible assets", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsGross", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total deferred tax assets", "label": "Deferred Tax Assets, Gross", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards." } } }, "auth_ref": [ "r503" ] }, "us-gaap_DeferredTaxAssetsInventory": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsInventory", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Inventory", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsLiabilitiesNet", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net deferred tax assets and liabilities", "label": "Deferred Tax Assets, Net", "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting." } } }, "auth_ref": [ "r1041" ] }, "us-gaap_DeferredTaxAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsNet", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net deferred tax assets", "label": "Deferred Tax Assets, Net of Valuation Allowance", "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards." } } }, "auth_ref": [ "r1041" ] }, "GNLN_DeferredTaxAssetsOperatingLeaseLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DeferredTaxAssetsOperatingLeaseLiability", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Operating lease liability", "documentation": "Deferred tax assets operating lease liability." } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Net operating loss carryforwards", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsOther", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Other", "label": "Deferred Tax Assets, Other", "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsPropertyPlantAndEquipment", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Fixed assets", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsGeneralBusiness": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsTaxCreditCarryforwardsGeneralBusiness", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Business interest carryforward", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible general business tax credit carryforwards." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Equity-based compensation", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Allowance for doubtful accounts", "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary difference from allowance for credit loss on accounts receivable." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxAssetsValuationAllowance", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Valuation allowance", "label": "Deferred Tax Assets, Valuation Allowance", "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized." } } }, "auth_ref": [ "r504" ] }, "us-gaap_DeferredTaxLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxLiabilities", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "negatedTotalLabel": "Total deferred tax liabilities", "label": "Deferred Tax Liabilities, Net", "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting." } } }, "auth_ref": [ "r1041" ] }, "GNLN_DeferredTaxLiabilitiesEquityMethodInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "DeferredTaxLiabilitiesEquityMethodInvestments", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Basis difference in investment in the Operating Company", "documentation": "Deferred tax liabilities equity method investments." } } }, "auth_ref": [] }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DeferredTaxLiabilitiesLeasingArrangements", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Right of use assets", "label": "Deferred Tax Liabilities, Leasing Arrangements", "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements." } } }, "auth_ref": [ "r1044" ] }, "us-gaap_DepositAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DepositAssets", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Vendor deposits", "documentation": "The carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement." } } }, "auth_ref": [ "r949" ] }, "us-gaap_DepositLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DepositLiabilityCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Customer deposits", "documentation": "The current portion, due within one year or one operating cycle, if longer, of deposits held other than customer deposits." } } }, "auth_ref": [ "r83" ] }, "us-gaap_Depreciation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "Depreciation", "crdr": "debit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Depreciation", "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation." } } }, "auth_ref": [ "r10", "r45" ] }, "us-gaap_DepreciationAndAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DepreciationAndAmortization", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 2.0 }, "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Depreciation and amortization", "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production." } } }, "auth_ref": [ "r10", "r45" ] }, "GNLN_DesignLibrariesMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "DesignLibrariesMember", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Design Libraries [Member]", "documentation": "Design Libraries [Member]" } } }, "auth_ref": [] }, "srt_DirectorMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "DirectorMember", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Director [Member]" } } }, "auth_ref": [ "r978", "r1117" ] }, "GNLN_DisclosureLeasesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://gnln.com/20231231", "localname": "DisclosureLeasesAbstract", "lang": { "en-us": { "role": { "label": "Leases", "verboseLabel": "Schedule Of Lessee Operating Lease Liability Maturity", "terseLabel": "Schedule Of Lease Cost" } } }, "auth_ref": [] }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "presentation": [ "http://gnln.com/role/CompensationPlansTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE", "documentation": "Tabular disclosure of share-based payment arrangement." } } }, "auth_ref": [ "r13", "r53" ] }, "dei_DocumentAccountingStandard": { "xbrltype": "accountingStandardItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentAccountingStandard", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Accounting Standard", "documentation": "The basis of accounting the registrant has used to prepare the financial statements included in this filing This can either be 'U.S. GAAP', 'International Financial Reporting Standards', or 'Other'." } } }, "auth_ref": [ "r932" ] }, "dei_DocumentAnnualReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentAnnualReport", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Annual Report", "documentation": "Boolean flag that is true only for a form used as an annual report." } } }, "auth_ref": [ "r930", "r932", "r933" ] }, "dei_DocumentFinStmtErrorCorrectionFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentFinStmtErrorCorrectionFlag", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Financial Statement Error Correction [Flag]", "documentation": "Indicates whether any of the financial statement period in the filing include a restatement due to error correction." } } }, "auth_ref": [ "r930", "r932", "r933", "r935" ] }, "dei_DocumentFiscalPeriodFocus": { "xbrltype": "fiscalPeriodItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentFiscalPeriodFocus", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Fiscal Period Focus", "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY." } } }, "auth_ref": [] }, "dei_DocumentFiscalYearFocus": { "xbrltype": "gYearItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentFiscalYearFocus", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Fiscal Year Focus", "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006." } } }, "auth_ref": [] }, "dei_DocumentPeriodEndDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentPeriodEndDate", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Period End Date", "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD." } } }, "auth_ref": [] }, "dei_DocumentPeriodStartDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentPeriodStartDate", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Period Start Date", "documentation": "The start date of the period covered in the document, in YYYY-MM-DD format." } } }, "auth_ref": [] }, "dei_DocumentQuarterlyReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentQuarterlyReport", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Quarterly Report", "documentation": "Boolean flag that is true only for a form used as an quarterly report." } } }, "auth_ref": [ "r931" ] }, "dei_DocumentRegistrationStatement": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentRegistrationStatement", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Registration Statement", "documentation": "Boolean flag that is true only for a form used as a registration statement." } } }, "auth_ref": [ "r919" ] }, "dei_DocumentShellCompanyEventDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentShellCompanyEventDate", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Shell Company Event Date", "documentation": "Date of event requiring a shell company report." } } }, "auth_ref": [ "r932" ] }, "dei_DocumentShellCompanyReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentShellCompanyReport", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Shell Company Report", "documentation": "Boolean flag that is true for a Shell Company Report pursuant to section 13 or 15(d) of the Exchange Act." } } }, "auth_ref": [ "r932" ] }, "dei_DocumentTransitionReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentTransitionReport", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Transition Report", "documentation": "Boolean flag that is true only for a form used as a transition report." } } }, "auth_ref": [ "r934" ] }, "dei_DocumentType": { "xbrltype": "submissionTypeItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentType", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Document Type", "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'." } } }, "auth_ref": [] }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "DocumentsIncorporatedByReferenceTextBlock", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Documents Incorporated by Reference [Text Block]", "documentation": "Documents incorporated by reference." } } }, "auth_ref": [ "r922" ] }, "us-gaap_DomesticCountryMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "DomesticCountryMember", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Domestic Tax Jurisdiction [Member]", "documentation": "Designated federal jurisdiction entitled to levy and collect income tax in country of domicile. Includes, but is not limited to, national jurisdiction for non-U.S. jurisdiction." } } }, "auth_ref": [ "r488" ] }, "GNLN_DutchMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "DutchMember", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Dutch [Member]" } } }, "auth_ref": [] }, "us-gaap_EarningsPerShareBasic": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EarningsPerShareBasic", "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Net loss attributable to Class A common stock per share - basic", "verboseLabel": "Net loss per share of Class A common stock - basic", "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period." } } }, "auth_ref": [ "r215", "r242", "r243", "r244", "r245", "r246", "r247", "r251", "r253", "r261", "r262", "r263", "r265", "r523", "r529", "r546", "r547", "r650", "r677", "r843" ] }, "us-gaap_EarningsPerShareDiluted": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EarningsPerShareDiluted", "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Net loss attributable to Class A common stock per share - diluted", "verboseLabel": "Net loss per share of Class A common stock - diluted", "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period." } } }, "auth_ref": [ "r215", "r242", "r243", "r244", "r245", "r246", "r247", "r253", "r261", "r262", "r263", "r265", "r523", "r529", "r546", "r547", "r650", "r677", "r843" ] }, "us-gaap_EarningsPerSharePolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EarningsPerSharePolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Net Loss Per Share", "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements." } } }, "auth_ref": [ "r32", "r33", "r264" ] }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Effects of exchange rate changes on cash", "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r572" ] }, "GNLN_EffectiveIncomeTaxRateReconciliationBusinessCombinationAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "EffectiveIncomeTaxRateReconciliationBusinessCombinationAmount", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 7.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "KushCo merger", "documentation": "Effective income tax rate reconciliation business combination amount." } } }, "auth_ref": [] }, "us-gaap_EffectiveIncomeTaxRateReconciliationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EffectiveIncomeTaxRateReconciliationLineItems", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Effective Income Tax Rate Reconciliation [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r488", "r489", "r879" ] }, "us-gaap_EffectiveIncomeTaxRateReconciliationTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EffectiveIncomeTaxRateReconciliationTable", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Effective Income Tax Rate Reconciliation [Table]", "documentation": "Disclosure of information about income tax rate reconciliation between amount of reported income tax expense (benefit) attributable to continuing operation to amount of income tax expense(benefit) that would result from applying statutory federal (national) tax rate to pretax income (loss) from continuing operation." } } }, "auth_ref": [ "r488", "r489", "r879" ] }, "GNLN_EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Tax conversion of Operating Company", "documentation": "Effective income tax rate reconciliation tax conversion of operating company amount.", "label": "EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount" } } }, "auth_ref": [] }, "GNLN_EffectiveIncomeTaxRateReconciliationUpConsolidationAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "EffectiveIncomeTaxRateReconciliationUpConsolidationAmount", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Up-C consolidation", "documentation": "Effective income tax rate reconciliation up consolidation amount.", "label": "EffectiveIncomeTaxRateReconciliationUpConsolidationAmount" } } }, "auth_ref": [] }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EmployeeRelatedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Accrued employee compensation", "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r83" ] }, "GNLN_EmployeeRetentionCreditReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "EmployeeRetentionCreditReceivable", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Employee retention credit (ERC) receivable", "documentation": "Employee retention credit (ERC) receivable." } } }, "auth_ref": [] }, "GNLN_EmployeeRetentionCredits": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "EmployeeRetentionCredits", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Employee retention credits", "verboseLabel": "Employee retention credits receivable", "documentation": "Employee retention credits." } } }, "auth_ref": [] }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails" ], "lang": { "en-us": { "role": { "label": "Total remaining unrecognized compensation expense", "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement." } } }, "auth_ref": [ "r473" ] }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails" ], "lang": { "en-us": { "role": { "label": "Weighted average period remaining unrecognized compensation expense", "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r473" ] }, "us-gaap_EmployeeStockOptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EmployeeStockOptionMember", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement, Option [Member]", "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time." } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine1": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressAddressLine1", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line One", "documentation": "Address Line 1 such as Attn, Building Name, Street Name" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine2": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressAddressLine2", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line Two", "documentation": "Address Line 2 such as Street or Suite number" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine3": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressAddressLine3", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Address Line Three", "documentation": "Address Line 3 such as an Office Park" } } }, "auth_ref": [] }, "dei_EntityAddressCityOrTown": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressCityOrTown", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, City or Town", "documentation": "Name of the City or Town" } } }, "auth_ref": [] }, "dei_EntityAddressCountry": { "xbrltype": "countryCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressCountry", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Country", "documentation": "ISO 3166-1 alpha-2 country code." } } }, "auth_ref": [] }, "dei_EntityAddressPostalZipCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressPostalZipCode", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, Postal Zip Code", "documentation": "Code for the postal or zip code" } } }, "auth_ref": [] }, "dei_EntityAddressStateOrProvince": { "xbrltype": "stateOrProvinceItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityAddressStateOrProvince", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Address, State or Province", "documentation": "Name of the state or province." } } }, "auth_ref": [] }, "dei_EntityBankruptcyProceedingsReportingCurrent": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityBankruptcyProceedingsReportingCurrent", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Bankruptcy Proceedings, Reporting Current", "documentation": "For registrants involved in bankruptcy proceedings during the preceding five years, the value Yes indicates that the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court; the value No indicates the registrant has not. Registrants not involved in bankruptcy proceedings during the preceding five years should not report this element." } } }, "auth_ref": [ "r925" ] }, "dei_EntityCentralIndexKey": { "xbrltype": "centralIndexKeyItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityCentralIndexKey", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Central Index Key", "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK." } } }, "auth_ref": [ "r921" ] }, "dei_EntityCommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityCommonStockSharesOutstanding", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Common Stock, Shares Outstanding", "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument." } } }, "auth_ref": [] }, "dei_EntityCurrentReportingStatus": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityCurrentReportingStatus", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Current Reporting Status", "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [] }, "dei_EntityDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityDomain", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "auth_ref": [] }, "dei_EntityEmergingGrowthCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityEmergingGrowthCompany", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Emerging Growth Company", "documentation": "Indicate if registrant meets the emerging growth company criteria." } } }, "auth_ref": [ "r921" ] }, "dei_EntityExTransitionPeriod": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityExTransitionPeriod", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Elected Not To Use the Extended Transition Period", "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards." } } }, "auth_ref": [ "r939" ] }, "dei_EntityFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityFileNumber", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity File Number", "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen." } } }, "auth_ref": [] }, "dei_EntityFilerCategory": { "xbrltype": "filerCategoryItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityFilerCategory", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Filer Category", "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [ "r921" ] }, "dei_EntityIncorporationStateCountryCode": { "xbrltype": "edgarStateCountryItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityIncorporationStateCountryCode", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Incorporation, State or Country Code", "documentation": "Two-character EDGAR code representing the state or country of incorporation." } } }, "auth_ref": [] }, "dei_EntityInteractiveDataCurrent": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityInteractiveDataCurrent", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Interactive Data Current", "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)." } } }, "auth_ref": [ "r936" ] }, "dei_EntityPrimarySicNumber": { "xbrltype": "sicNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityPrimarySicNumber", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Primary SIC Number", "documentation": "Primary Standard Industrial Classification (SIC) Number for the Entity." } } }, "auth_ref": [ "r933" ] }, "dei_EntityPublicFloat": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityPublicFloat", "crdr": "credit", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Public Float", "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter." } } }, "auth_ref": [] }, "dei_EntityRegistrantName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityRegistrantName", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Registrant Name", "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC." } } }, "auth_ref": [ "r921" ] }, "dei_EntityShellCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityShellCompany", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Shell Company", "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act." } } }, "auth_ref": [ "r921" ] }, "dei_EntitySmallBusiness": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntitySmallBusiness", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Small Business", "documentation": "Indicates that the company is a Smaller Reporting Company (SRC)." } } }, "auth_ref": [ "r921" ] }, "dei_EntityTaxIdentificationNumber": { "xbrltype": "employerIdItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityTaxIdentificationNumber", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Tax Identification Number", "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS." } } }, "auth_ref": [ "r921" ] }, "dei_EntityVoluntaryFilers": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityVoluntaryFilers", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Voluntary Filers", "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act." } } }, "auth_ref": [] }, "dei_EntityWellKnownSeasonedIssuer": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "EntityWellKnownSeasonedIssuer", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Entity Well-known Seasoned Issuer", "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A." } } }, "auth_ref": [ "r937" ] }, "us-gaap_EntityWideInformationRevenueFromExternalCustomerLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EntityWideInformationRevenueFromExternalCustomerLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Revenue from External Customer [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_EquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EquityAbstract", "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_EquityComponentDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EquityComponentDomain", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc." } } }, "auth_ref": [ "r17", "r174", "r209", "r210", "r211", "r237", "r238", "r239", "r241", "r246", "r248", "r250", "r267", "r320", "r321", "r351", "r423", "r512", "r513", "r520", "r521", "r522", "r524", "r528", "r529", "r538", "r539", "r540", "r541", "r542", "r543", "r545", "r573", "r574", "r575", "r576", "r577", "r578", "r583", "r586", "r596", "r673", "r700", "r701", "r702", "r723", "r789" ] }, "srt_EquityMethodInvesteeNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "EquityMethodInvesteeNameDomain", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/SubsequentEventsDetailsNarrative", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "auth_ref": [ "r316", "r317", "r318", "r519", "r941", "r942", "r943", "r1046", "r1047", "r1048", "r1049" ] }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EquityMethodInvestmentOwnershipPercentage", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Ownership percentage", "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting." } } }, "auth_ref": [ "r316" ] }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "crdr": "debit", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Equity investments without readily determinable fair value", "documentation": "Amount of investment in equity security without readily determinable fair value." } } }, "auth_ref": [ "r314" ] }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount", "crdr": "credit", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Equity method investments, upward price adjustment", "documentation": "Amount of gain from upward price adjustment on investment in equity security without readily determinable fair value." } } }, "auth_ref": [ "r315" ] }, "srt_EuropeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "EuropeMember", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "Europe [Member]" } } }, "auth_ref": [ "r1121", "r1122", "r1123", "r1124" ] }, "dei_Extension": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "Extension", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Extension", "documentation": "Extension number for local phone number." } } }, "auth_ref": [] }, "GNLN_EyceLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "EyceLLCMember", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Eyce LLC [Member]", "documentation": "Eyce LLC [Member]" } } }, "auth_ref": [] }, "us-gaap_FairValueAdjustmentOfWarrants": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueAdjustmentOfWarrants", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Plus: Deemed Dividend on \u201cOctober 2022 Standard Warrants\u201d", "verboseLabel": "Fair value adjustment of warrants", "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability." } } }, "auth_ref": [ "r1", "r10" ] }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r549", "r550", "r563", "r882" ] }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Recurring and Nonrecurring [Table]", "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis." } } }, "auth_ref": [ "r549", "r550", "r563", "r882" ] }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueByFairValueHierarchyLevelAxis", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value Hierarchy and NAV [Axis]", "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient." } } }, "auth_ref": [ "r391", "r432", "r433", "r434", "r435", "r436", "r437", "r548", "r550", "r551", "r552", "r553", "r562", "r563", "r565", "r604", "r605", "r606", "r861", "r862", "r869", "r870", "r871", "r882", "r884" ] }, "us-gaap_FairValueByLiabilityClassAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueByLiabilityClassAxis", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Liability Class [Axis]", "documentation": "Information by class of liability." } } }, "auth_ref": [ "r554", "r555", "r556", "r557", "r558", "r559", "r564" ] }, "us-gaap_FairValueDisclosuresAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueDisclosuresAbstract", "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "auth_ref": [] }, "us-gaap_FairValueDisclosuresTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueDisclosuresTextBlock", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstruments" ], "lang": { "en-us": { "role": { "label": "FAIR VALUE OF FINANCIAL INSTRUMENTS", "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information." } } }, "auth_ref": [ "r558", "r560", "r561", "r562", "r565", "r566", "r567", "r568", "r569", "r646", "r882", "r885" ] }, "us-gaap_FairValueInputsLevel1Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueInputsLevel1Member", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Inputs, Level 1 [Member]", "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date." } } }, "auth_ref": [ "r391", "r432", "r437", "r550", "r563", "r604", "r869", "r870", "r871", "r882" ] }, "us-gaap_FairValueInputsLevel2Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueInputsLevel2Member", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Inputs, Level 2 [Member]", "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets." } } }, "auth_ref": [ "r391", "r432", "r437", "r550", "r551", "r563", "r605", "r861", "r862", "r869", "r870", "r871", "r882" ] }, "us-gaap_FairValueInputsLevel3Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueInputsLevel3Member", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Inputs, Level 3 [Member]", "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing." } } }, "auth_ref": [ "r391", "r432", "r433", "r434", "r435", "r436", "r437", "r550", "r551", "r552", "r553", "r563", "r606", "r861", "r862", "r869", "r870", "r871", "r882", "r884" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS", "documentation": "Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset." } } }, "auth_ref": [ "r1051", "r1052" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value." } } }, "auth_ref": [ "r554", "r555", "r556", "r557", "r558", "r559", "r564" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r554", "r555", "r556", "r557", "r558", "r559" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]", "documentation": "Disclosure of information about financial instrument liability measured at fair value on recurring basis using unobservable input." } } }, "auth_ref": [ "r554", "r555", "r556", "r557", "r558", "r559", "r564" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION", "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability." } } }, "auth_ref": [ "r554", "r559", "r564" ] }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementPolicyPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Fair Value Measurements", "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities." } } }, "auth_ref": [] }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Loss from fair value adjustments included in results of operations", "documentation": "Amount of gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3)." } } }, "auth_ref": [ "r555", "r564" ] }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Cash payments for earn contingent consideration", "documentation": "Amount of settlements of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing." } } }, "auth_ref": [ "r557", "r564" ] }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityTransfersNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityTransfersNet", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Transfer to notes payable", "documentation": "Amount of transfers of financial instrument classified as a liability into (out of) level 3 of the fair value hierarchy." } } }, "auth_ref": [ "r1056", "r1058" ] }, "GNLN_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityWriteOff": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityWriteOff", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA", "documentation": "Fair value measurement with unobservable inputs reconciliation recurring basis liability write-off." } } }, "auth_ref": [] }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance, December 31, 2022", "periodEndLabel": "Balance, December 31, 2023", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing." } } }, "auth_ref": [ "r554", "r564" ] }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FairValueMeasurementsFairValueHierarchyDomain", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value." } } }, "auth_ref": [ "r391", "r432", "r433", "r434", "r435", "r436", "r437", "r548", "r550", "r551", "r552", "r553", "r562", "r563", "r565", "r604", "r605", "r606", "r861", "r862", "r869", "r870", "r871", "r882", "r884" ] }, "us-gaap_FinanceLeaseLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FinanceLeaseLiabilityCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Current portion of finance leases", "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current." } } }, "auth_ref": [ "r588" ] }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FinanceLeaseLiabilityNoncurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Finance leases, less current portion", "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent." } } }, "auth_ref": [ "r588" ] }, "us-gaap_FinancialLiabilitiesFairValueDisclosure": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FinancialLiabilitiesFairValueDisclosure", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisDetails" ], "lang": { "en-us": { "role": { "label": "Total Liabilities", "documentation": "Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities." } } }, "auth_ref": [ "r1051", "r1052", "r1057" ] }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetUsefulLife", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Asset, Useful Life", "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [] }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Finite-lived intangible assets, accumulated amortization", "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r185", "r329", "r346", "r859" ] }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "documentation": "Information by major type or class of finite-lived intangible assets." } } }, "auth_ref": [ "r339", "r341", "r342", "r343", "r345", "r346", "r348", "r349", "r614", "r615", "r829" ] }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsGross", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Gross carrying amount", "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r329", "r346", "r615", "r859" ] }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r339", "r346", "r348", "r349", "r350", "r614", "r829", "r859" ] }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company." } } }, "auth_ref": [ "r339", "r341", "r342", "r343", "r345", "r346", "r348", "r349", "r829" ] }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "FiniteLivedIntangibleAssetsNet", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Accumulated amortization", "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life." } } }, "auth_ref": [ "r614", "r990" ] }, "us-gaap_ForeignCountryMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ForeignCountryMember", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Foreign Tax Jurisdiction [Member]", "documentation": "Designated foreign jurisdiction entitled to levy and collect income tax outside country of domicile." } } }, "auth_ref": [ "r488", "r489" ] }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Foreign Currency Translation", "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy." } } }, "auth_ref": [ "r571" ] }, "GNLN_ForeignCurrencyTranslationMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ForeignCurrencyTranslationMember", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "label": "Foreign Currency Translation [Member]", "documentation": "Foreign Currency Translation [Member]" } } }, "auth_ref": [] }, "GNLN_FourMajorVendorsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "FourMajorVendorsMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Four Major Vendors [Member]", "documentation": "Four Major Vendors [Member]" } } }, "auth_ref": [] }, "GNLN_FurnitureEquipmentAndSoftwareMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "FurnitureEquipmentAndSoftwareMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Furniture Equipment And Software [Member]", "documentation": "Furniture Equipment And Software [Member]" } } }, "auth_ref": [] }, "us-gaap_GainLossOnSaleOfDerivatives": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "GainLossOnSaleOfDerivatives", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 15.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Realized gain on interest rate swap contract", "label": "Gain (Loss) on Sale of Derivatives", "documentation": "The difference between the book value and the sale price of options, swaps, futures, forward contracts, and other derivative instruments. This element refers to the gain (loss) included in earnings." } } }, "auth_ref": [ "r10", "r149", "r777", "r778", "r779", "r780" ] }, "us-gaap_GainLossOnSaleOfOtherAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "GainLossOnSaleOfOtherAssets", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 12.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Gain on disposal of held-for-sale assets", "label": "Gain (Loss) on Disposition of Other Assets", "documentation": "Amount of gain (loss) on sale or disposal of other assets." } } }, "auth_ref": [ "r960" ] }, "us-gaap_GainLossOnSaleOfPropertyPlantEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "GainLossOnSaleOfPropertyPlantEquipment", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 11.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Loss on disposal of fixed assets", "label": "Gain (Loss) on Disposition of Property Plant Equipment", "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property." } } }, "auth_ref": [ "r10" ] }, "GNLN_GainLossRelatedToIndemnificationAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "GainLossRelatedToIndemnificationAsset", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 10.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Gain related to indemnification asset", "documentation": "Gain loss related to indemnification asset.", "label": "GainLossRelatedToIndemnificationAsset" } } }, "auth_ref": [] }, "us-gaap_GeneralAndAdministrativeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "GeneralAndAdministrativeExpense", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "General and administrative", "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line." } } }, "auth_ref": [ "r104", "r774" ] }, "GNLN_GreenlaneBrandsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "GreenlaneBrandsMember", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Greenlane Brands [Member]", "documentation": "Greenlane Brands [Member]" } } }, "auth_ref": [] }, "GNLN_GreenlaneMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "GreenlaneMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Greenlane [Member]", "documentation": "Greenlane [Member]" } } }, "auth_ref": [] }, "us-gaap_GrossProfit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "GrossProfit", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Gross profit", "label": "Gross profit", "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity." } } }, "auth_ref": [ "r98", "r102", "r154", "r229", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r570", "r845", "r851", "r972", "r974", "r975", "r976", "r977", "r1004" ] }, "us-gaap_IPOMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IPOMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "IPO [Member]", "documentation": "First sale of stock by a private company to the public." } } }, "auth_ref": [] }, "dei_IcfrAuditorAttestationFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "IcfrAuditorAttestationFlag", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "auth_ref": [ "r930", "r932", "r933" ] }, "us-gaap_ImpairmentOfIntangibleAssetsFinitelived": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ImpairmentOfIntangibleAssetsFinitelived", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 4.0 }, "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Definite-lived intangibles impairment charge", "negatedLabel": "Accumulated amortization", "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value." } } }, "auth_ref": [ "r340", "r960", "r994" ] }, "GNLN_ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "negatedLabel": "Indefinite-lived intangibles gross", "label": "Indefinite-lived intangible assets", "documentation": "Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value." } } }, "auth_ref": [] }, "us-gaap_ImpairmentOfLongLivedAssetsToBeDisposedOf": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ImpairmentOfLongLivedAssetsToBeDisposedOf", "crdr": "debit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "verboseLabel": "Indefinite-lived intangible assets", "label": "Impairment of Long-Lived Assets to be Disposed of", "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long-lived assets held for abandonment, exchange or sale." } } }, "auth_ref": [ "r10", "r118", "r883" ] }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Impairment of Long-Lived Assets", "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets." } } }, "auth_ref": [ "r0", "r121" ] }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails" ], "lang": { "en-us": { "role": { "label": "United States", "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations." } } }, "auth_ref": [ "r230", "r487" ] }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ProfitLoss", "weight": 1.0, "order": 1.0 }, "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Loss before income taxes", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r99", "r150", "r154", "r651", "r669", "r845", "r851", "r972", "r974", "r975", "r976", "r977" ] }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignDetails" ], "lang": { "en-us": { "role": { "label": "Foreign", "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile." } } }, "auth_ref": [ "r230", "r487" ] }, "us-gaap_IncomeStatementAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeStatementAbstract", "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxAuthorityAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxAuthorityAxis", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Income Tax Jurisdiction [Axis]", "documentation": "Information by income tax jurisdiction." } } }, "auth_ref": [ "r224", "r488", "r489", "r498", "r508", "r879", "r1043" ] }, "us-gaap_IncomeTaxAuthorityDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxAuthorityDomain", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "documentation": "Income tax jurisdiction." } } }, "auth_ref": [ "r224", "r488", "r489", "r498", "r508", "r879", "r1043" ] }, "us-gaap_IncomeTaxDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxDisclosureTextBlock", "presentation": [ "http://gnln.com/role/IncomeTaxes" ], "lang": { "en-us": { "role": { "label": "INCOME TAXES", "documentation": "The entire disclosure for income tax." } } }, "auth_ref": [ "r231", "r481", "r488", "r494", "r495", "r496", "r500", "r506", "r514", "r516", "r517", "r518", "r720", "r879" ] }, "us-gaap_IncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ProfitLoss", "weight": -1.0, "order": 2.0 }, "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails": { "parentTag": null, "weight": null, "order": null, "root": true }, "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails", "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Provision for (benefit from) income taxes", "totalLabel": "Income tax (benefit) expense", "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations." } } }, "auth_ref": [ "r160", "r172", "r249", "r250", "r266", "r282", "r303", "r486", "r488", "r515", "r679", "r879" ] }, "GNLN_IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitBusinessCombinationOrTrueUps": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitBusinessCombinationOrTrueUps", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "KushCo merger or true ups" } } }, "auth_ref": [] }, "GNLN_IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitUpConsideration": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitUpConsideration", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Up-C consolidation", "documentation": "Income tax expense benefit deferred tax expense benefit up consideration." } } }, "auth_ref": [] }, "GNLN_IncomeTaxExpenseBenefitIntraperiodTaxAllocationDistributionAmountPercent": { "xbrltype": "percentItemType", "nsuri": "http://gnln.com/20231231", "localname": "IncomeTaxExpenseBenefitIntraperiodTaxAllocationDistributionAmountPercent", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Intraperiod tax allocation, distribution percent", "documentation": "Ncome tax expense (benefit), intraperiod tax allocation, distribution amount, percent." } } }, "auth_ref": [] }, "GNLN_IncomeTaxExpenseBenefitIntraperiodTaxAllocationRemainingAfterDistribution": { "xbrltype": "percentItemType", "nsuri": "http://gnln.com/20231231", "localname": "IncomeTaxExpenseBenefitIntraperiodTaxAllocationRemainingAfterDistribution", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Intraperiod tax allocation remaining after distribution", "documentation": "Income tax expense (benefit), intraperiod tax allocation remaining after distribution." } } }, "auth_ref": [] }, "us-gaap_IncomeTaxPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Income Taxes", "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements." } } }, "auth_ref": [ "r208", "r484", "r485", "r500", "r501", "r505", "r510", "r714" ] }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Change in valuation allowance", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets." } } }, "auth_ref": [ "r493", "r879", "r1038" ] }, "us-gaap_IncomeTaxReconciliationChangeInEnactedTaxRate": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationChangeInEnactedTaxRate", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Change in tax rates", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, attributable to increase (decrease) in the income tax rates." } } }, "auth_ref": [ "r483", "r488", "r492", "r879" ] }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Expected federal income tax (benefit) expense at statutory rate", "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations." } } }, "auth_ref": [ "r488", "r879" ] }, "us-gaap_IncomeTaxReconciliationMinorityInterestIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationMinorityInterestIncomeExpense", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Loss attributable to non-controlling interests", "label": "Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to noncontrolling interest income (loss) exempt from income taxes." } } }, "auth_ref": [ "r1038", "r1039" ] }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationNondeductibleExpenseOther", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 10.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Other, net", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses." } } }, "auth_ref": [ "r879", "r1038", "r1040" ] }, "us-gaap_IncomeTaxReconciliationPriorYearIncomeTaxes": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationPriorYearIncomeTaxes", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Prior year true-ups", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to revisions of previously reported income tax expense (benefit)." } } }, "auth_ref": [ "r1038", "r1039" ] }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEffectiveIncomeTaxRateReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "State tax expense, net of federal benefit", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit)." } } }, "auth_ref": [ "r491", "r879", "r1038" ] }, "us-gaap_IncomeTaxesPaidNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncomeTaxesPaidNet", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash paid during the period for income taxes", "documentation": "Amount, after refund, of cash paid to foreign, federal, state, and local jurisdictions as income tax." } } }, "auth_ref": [ "r28", "r224", "r507", "r508" ] }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInAccountsPayable", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 22.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Decrease in accounts payable", "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business." } } }, "auth_ref": [ "r9" ] }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInAccountsReceivable", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 18.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Decrease in accounts receivable", "label": "Increase (Decrease) in Accounts Receivable", "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services." } } }, "auth_ref": [ "r9" ] }, "us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 23.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Decrease in accrued expenses and other liabilities", "documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other." } } }, "auth_ref": [ "r959" ] }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInContractWithCustomerLiability", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 24.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Decrease in customer deposits", "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable." } } }, "auth_ref": [ "r611", "r959" ] }, "us-gaap_IncreaseDecreaseInInventories": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInInventories", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 19.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Decrease in inventories", "label": "Increase (Decrease) in Inventories", "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities." } } }, "auth_ref": [ "r9" ] }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Changes in operating assets and liabilities, net of the effects of acquisitions:" } } }, "auth_ref": [] }, "us-gaap_IncreaseDecreaseInOtherCurrentAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IncreaseDecreaseInOtherCurrentAssets", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 21.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Decrease (increase) in other current assets", "label": "Increase (Decrease) in Other Current Assets", "documentation": "Amount of increase (decrease) in current assets classified as other." } } }, "auth_ref": [ "r959" ] }, "GNLN_IncreaseDecreaseInVendorDeposits": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "IncreaseDecreaseInVendorDeposits", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 20.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Decrease in vendor deposits", "documentation": "The increase (decrease) during the period in the amount of vendor deposits.", "label": "IncreaseDecreaseInVendorDeposits" } } }, "auth_ref": [] }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Indefinite-Lived Intangible Assets [Axis]", "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit." } } }, "auth_ref": [ "r339", "r344", "r347", "r859" ] }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Indefinite-lived intangibles gross", "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit." } } }, "auth_ref": [ "r329", "r347", "r859" ] }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company." } } }, "auth_ref": [ "r339", "r344", "r347", "r859" ] }, "GNLN_IndemnificationAssetsReceivableNet": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "IndemnificationAssetsReceivableNet", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Indemnification receivable, net", "documentation": "Indemnification assets receivable net." } } }, "auth_ref": [] }, "GNLN_IndustrialGoodsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "IndustrialGoodsMember", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Industrial Goods [Member]", "documentation": "Industrial Goods [Member]" } } }, "auth_ref": [] }, "GNLN_IndustrialVapeProductsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "IndustrialVapeProductsMember", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Industrial Vape Products [Member]", "documentation": "Industrial Vape Products [Member]" } } }, "auth_ref": [] }, "us-gaap_IntangibleAssetsGrossExcludingGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IntangibleAssetsGrossExcludingGoodwill", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Intangible Assets, Net", "documentation": "Amount before accumulated amortization of intangible assets, excluding goodwill." } } }, "auth_ref": [ "r184" ] }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "IntangibleAssetsNetExcludingGoodwill", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Carrying value", "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges." } } }, "auth_ref": [ "r339", "r990", "r991" ] }, "us-gaap_InterestExpenseNonoperating": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InterestExpenseNonoperating", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "negatedLabel": "Interest expense", "label": "Interest Expense, Nonoperating", "documentation": "Amount of interest expense classified as nonoperating." } } }, "auth_ref": [ "r278", "r957" ] }, "us-gaap_InterestPaidNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InterestPaidNet", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash paid during the period for interest", "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount." } } }, "auth_ref": [ "r218", "r222", "r223" ] }, "us-gaap_InventoryNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InventoryNet", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Inventories, net", "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer." } } }, "auth_ref": [ "r196", "r834", "r890" ] }, "us-gaap_InventoryPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InventoryPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "verboseLabel": "Inventories, net", "label": "Inventory, Policy [Policy Text Block]", "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost." } } }, "auth_ref": [ "r162", "r180", "r195", "r324", "r325", "r326", "r612", "r841" ] }, "us-gaap_InventoryValuationReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InventoryValuationReserves", "crdr": "credit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Inventory valuation reserves", "documentation": "Amount of valuation reserve for inventory." } } }, "auth_ref": [ "r117", "r951" ] }, "GNLN_InvestmentOwnershipPercentage": { "xbrltype": "percentItemType", "nsuri": "http://gnln.com/20231231", "localname": "InvestmentOwnershipPercentage", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Investment, ownership percentage", "documentation": "Investment, ownership percentage." } } }, "auth_ref": [] }, "us-gaap_InvestmentPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InvestmentPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Investments in Equity Securities", "documentation": "Disclosure of accounting policy for investment in financial asset." } } }, "auth_ref": [ "r678", "r710", "r711", "r712", "r713", "r797", "r798" ] }, "us-gaap_InvestorMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "InvestorMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Investor [Member]", "documentation": "Business entity or individual that puts money, by purchase or expenditure, in something offering potential profitable returns, such as interest income or appreciation in value." } } }, "auth_ref": [ "r1070", "r1071" ] }, "GNLN_JulyTwentyTwentyThreeOfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "JulyTwentyTwentyThreeOfferingMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "July 2023 Offering [Member]", "documentation": "July 2023 Offering [Member]" } } }, "auth_ref": [] }, "GNLN_JulyTwoThousandTwentyTwentyThreeOfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "JulyTwoThousandTwentyTwentyThreeOfferingMember", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "verboseLabel": "July 2023 Offering [Member]", "documentation": "July 2023 Offering [Member]", "label": "July 2023 Offering [Member] [Default Label]" } } }, "auth_ref": [] }, "GNLN_June2022OfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "June2022OfferingMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "June 2022 Offering [Member]", "documentation": "June 2022 Offering [Member]" } } }, "auth_ref": [] }, "GNLN_JuneTwentyTwentyTwoOfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "JuneTwentyTwentyTwoOfferingMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "June 2022 offering [Member]", "documentation": "June 2022 offering [Member]" } } }, "auth_ref": [] }, "GNLN_KushcoMergerMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "KushcoMergerMember", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Kushco Merger [Member]", "documentation": "Kushco Merger [Member]" } } }, "auth_ref": [] }, "us-gaap_LaborAndRelatedExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LaborAndRelatedExpense", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Salaries, benefits and payroll taxes", "documentation": "Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit." } } }, "auth_ref": [ "r956" ] }, "us-gaap_LandImprovementsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LandImprovementsMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Land Improvements [Member]", "documentation": "Additions or improvements to real estate held." } } }, "auth_ref": [] }, "us-gaap_LandMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LandMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Land [Member]", "documentation": "Part of earth's surface not covered by water." } } }, "auth_ref": [ "r1009" ] }, "us-gaap_LeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LeaseCost", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfLeaseCostDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfLeaseCostDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total lease cost", "label": "Lease, Cost", "documentation": "Amount of lease cost recognized by lessee for lease contract." } } }, "auth_ref": [ "r589", "r889" ] }, "us-gaap_LeaseCostTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LeaseCostTableTextBlock", "presentation": [ "http://gnln.com/role/LeasesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF LEASE COST", "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income." } } }, "auth_ref": [ "r1067" ] }, "us-gaap_LeaseholdImprovementsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LeaseholdImprovementsMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Leasehold Improvements [Member]", "documentation": "Additions or improvements to assets held under a lease arrangement." } } }, "auth_ref": [ "r119", "r595" ] }, "dei_LegalEntityAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "LegalEntityAxis", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Legal Entity [Axis]", "documentation": "The set of legal entities associated with a report." } } }, "auth_ref": [] }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "presentation": [ "http://gnln.com/role/LeasesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY", "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position." } } }, "auth_ref": [ "r1068" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total minimum lease payments", "label": "Lessee, Operating Lease, Liability, to be Paid", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "2028 and thereafter", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "2024", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "2027", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "2026", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails": { "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "2025", "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "Less: imputed interest", "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease." } } }, "auth_ref": [ "r594" ] }, "us-gaap_LesseeOperatingLeasesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LesseeOperatingLeasesTextBlock", "presentation": [ "http://gnln.com/role/Leases" ], "lang": { "en-us": { "role": { "label": "LEASES", "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability." } } }, "auth_ref": [ "r585" ] }, "us-gaap_LessorOperatingLeaseTermOfContract": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LessorOperatingLeaseTermOfContract", "presentation": [ "http://gnln.com/role/LeasesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Operating lease, term", "documentation": "Term of lessor's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r1069" ] }, "us-gaap_Liabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "Liabilities", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities", "label": "Liabilities", "documentation": "Amount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others." } } }, "auth_ref": [ "r19", "r82", "r83", "r84", "r86", "r87", "r88", "r89", "r229", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r533", "r536", "r537", "r570", "r747", "r844", "r918", "r1004", "r1074", "r1075" ] }, "us-gaap_LiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LiabilitiesAbstract", "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "LIABILITIES" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesAndStockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LiabilitiesAndStockholdersEquity", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities and stockholders\u2019 equity", "label": "Liabilities and Equity", "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any." } } }, "auth_ref": [ "r96", "r148", "r664", "r890", "r964", "r983", "r1059" ] }, "us-gaap_LiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LiabilitiesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total current liabilities", "label": "Liabilities, Current", "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer." } } }, "auth_ref": [ "r84", "r179", "r229", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r533", "r536", "r537", "r570", "r890", "r1004", "r1074", "r1075" ] }, "us-gaap_LiabilitiesCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LiabilitiesCurrentAbstract", "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Current liabilities" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LiabilitiesNoncurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total long-term liabilities", "label": "Liabilities, Noncurrent", "documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer." } } }, "auth_ref": [ "r19", "r86", "r87", "r88", "r89", "r229", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r533", "r536", "r537", "r570", "r1004", "r1074", "r1075" ] }, "GNLN_LiabilityForReturnsIncludedInAccruedExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "LiabilityForReturnsIncludedInAccruedExpenses", "crdr": "credit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Liability for returns included in accrued expenses", "documentation": "Liability for returns included in accrued expenses." } } }, "auth_ref": [] }, "GNLN_LoanAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "LoanAgreementMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Loan Agreement [Member]", "documentation": "Loan Agreement [Member]" } } }, "auth_ref": [] }, "dei_LocalPhoneNumber": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "LocalPhoneNumber", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Local Phone Number", "documentation": "Local phone number for entity." } } }, "auth_ref": [] }, "us-gaap_LongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebt", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Total long term debt", "totalLabel": "Long-Term Debt, Total", "documentation": "Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation." } } }, "auth_ref": [ "r19", "r145", "r390", "r406", "r861", "r862", "r888", "r1083" ] }, "us-gaap_LongTermDebtCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtCurrent", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Less current portion of debt", "label": "Long-Term Debt, Current Maturities", "documentation": "Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as current. Excludes lease obligation." } } }, "auth_ref": [ "r188" ] }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "2024", "label": "Long-Term Debt, Maturity, Year One", "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r12", "r236", "r395" ] }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "2028", "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r12", "r236", "r395" ] }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "2027", "label": "Long-Term Debt, Maturity, Year Four", "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r12", "r236", "r395" ] }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "2026", "label": "Long-Term Debt, Maturity, Year Three", "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r12", "r236", "r395" ] }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "2025", "label": "Long-Term Debt, Maturity, Year Two", "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach)." } } }, "auth_ref": [ "r12", "r236", "r395" ] }, "us-gaap_LongTermDebtNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongTermDebtNoncurrent", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfDebtDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Debt, net, excluding operating and finance leases and liabilities", "label": "Long-Term Debt, Excluding Current Maturities", "documentation": "Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation." } } }, "auth_ref": [ "r189" ] }, "us-gaap_LongtermDebtTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongtermDebtTypeAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Long-Term Debt, Type [Axis]", "documentation": "Information by type of long-term debt." } } }, "auth_ref": [ "r19", "r997", "r998", "r999" ] }, "us-gaap_LongtermDebtTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "LongtermDebtTypeDomain", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer." } } }, "auth_ref": [ "r19", "r47", "r997", "r998", "r999" ] }, "srt_MajorCustomersAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "MajorCustomersAxis", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Customer [Axis]" } } }, "auth_ref": [ "r311", "r868", "r900", "r905", "r1008", "r1087", "r1088", "r1089", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "srt_MaximumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "MaximumMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "auth_ref": [ "r362", "r363", "r364", "r365", "r439", "r479", "r553", "r610", "r698", "r699", "r706", "r739", "r740", "r795", "r799", "r801", "r802", "r804", "r827", "r828", "r857", "r865", "r874", "r884", "r885", "r886", "r887", "r901", "r1006", "r1076", "r1077", "r1078", "r1079", "r1080", "r1081" ] }, "us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositions" ], "lang": { "en-us": { "role": { "label": "BUSINESS ACQUISITIONS AND DISPOSITIONS", "documentation": "The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings." } } }, "auth_ref": [ "r78", "r131" ] }, "srt_MinimumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "MinimumMember", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "auth_ref": [ "r362", "r363", "r364", "r365", "r439", "r479", "r553", "r610", "r698", "r699", "r706", "r739", "r740", "r795", "r799", "r801", "r802", "r804", "r827", "r828", "r857", "r865", "r874", "r884", "r885", "r886", "r901", "r1006", "r1076", "r1077", "r1078", "r1079", "r1080", "r1081" ] }, "us-gaap_MinorityInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "MinorityInterest", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Non-controlling interest", "documentation": "Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity." } } }, "auth_ref": [ "r95", "r147", "r229", "r319", "r368", "r370", "r371", "r372", "r375", "r376", "r570", "r663", "r751" ] }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "MinorityInterestOwnershipPercentageByParent", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Ownership percentage by parent after merger", "verboseLabel": "Owned percentage", "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage." } } }, "auth_ref": [] }, "srt_NameOfMajorCustomerDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "NameOfMajorCustomerDomain", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "auth_ref": [ "r311", "r868", "r900", "r905", "r1008", "r1087", "r1088", "r1089", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "GNLN_NegotiatedAgreementsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "NegotiatedAgreementsMember", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Negotiated Agreements [Member]", "documentation": "Negotiated Agreements [Member]" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInFinancingActivities", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash (used in) provided by financing activities", "label": "Net Cash Provided by (Used in) Financing Activities", "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit." } } }, "auth_ref": [ "r221" ] }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash flows from financing activities:" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInInvestingActivities", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash provided by investing activities", "label": "Net Cash Provided by (Used in) Investing Activities", "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets." } } }, "auth_ref": [ "r221" ] }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash flows from investing activities:" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInOperatingActivities", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash provided by (used in) operating activities", "negatedLabel": "Cash provided by operating activities", "label": "Net Cash Provided by (Used in) Operating Activities", "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities." } } }, "auth_ref": [ "r110", "r111", "r112" ] }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash flows from operating activities:" } } }, "auth_ref": [] }, "us-gaap_NetIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetIncomeLoss", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Net loss attributable to Greenlane Holdings, Inc.", "label": "Net Income (Loss) Attributable to Parent", "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent." } } }, "auth_ref": [ "r103", "r112", "r151", "r177", "r203", "r206", "r211", "r229", "r240", "r242", "r243", "r244", "r245", "r246", "r249", "r250", "r259", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r523", "r529", "r547", "r570", "r672", "r771", "r787", "r788", "r916", "r1004" ] }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Less: Net loss attributable to non-controlling interest", "negatedLabel": "Less: Net loss attributable to non-controlling interests", "verboseLabel": "Less: Net loss attributable to non-controlling interests", "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r68", "r140", "r203", "r206", "r246", "r249", "r250", "r671", "r955" ] }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails" ], "lang": { "en-us": { "role": { "label": "Net loss attributable to Class A common stockholders", "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders." } } }, "auth_ref": [ "r217", "r252", "r255", "r256", "r257", "r258", "r260", "r263" ] }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Recently Issued Accounting Guidance", "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact." } } }, "auth_ref": [] }, "dei_NoTradingSymbolFlag": { "xbrltype": "trueItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "NoTradingSymbolFlag", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "No Trading Symbol Flag", "documentation": "Boolean flag that is true only for a security having no trading symbol." } } }, "auth_ref": [] }, "GNLN_NonCashInvestingAndFinancingActivitiesRedemptionOrPurchaseOfInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "NonCashInvestingAndFinancingActivitiesRedemptionOrPurchaseOfInterest", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Decrease in non-controlling interest as a result of exchanges for Class A common stock", "documentation": "Non cash investing and financing activities redemption or purchase of interest." } } }, "auth_ref": [] }, "GNLN_NonCashInvestingAndFinancingActivitiesRedemptionOrPurchaseOfInterestDisposition": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "NonCashInvestingAndFinancingActivitiesRedemptionOrPurchaseOfInterestDisposition", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Decrease in non-controlling interest as a result of VIBES disposition", "documentation": "Non cash investing and financing activities redemption or purchase of interest disposition." } } }, "auth_ref": [] }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NoncashInvestingAndFinancingItemsAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Non-cash investing activities and financing activities:" } } }, "auth_ref": [] }, "us-gaap_NoncontrollingInterestDecreaseFromDeconsolidation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NoncontrollingInterestDecreaseFromDeconsolidation", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedLabel": "VIBES disposition / deconsolidation (Note 3)", "label": "Reduction to non-controlling interest", "documentation": "The amount of the reduction or elimination during the period of a noncontrolling interest resulting from the parent's loss of control and deconsolidation of the entity in which one or more outside parties had a noncontrolling interest." } } }, "auth_ref": [ "r14", "r50" ] }, "us-gaap_NoncontrollingInterestMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NoncontrollingInterestMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Noncontrolling Interest [Member]", "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest." } } }, "auth_ref": [ "r62", "r423", "r966", "r967", "r968", "r969", "r1119" ] }, "us-gaap_NoncurrentAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NoncurrentAssets", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails" ], "lang": { "en-us": { "role": { "label": "Total long-lived assets", "documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets." } } }, "auth_ref": [ "r310" ] }, "us-gaap_NonoperatingIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NonoperatingIncomeExpense", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Total other (expense) income, net", "label": "Nonoperating Income (Expense)", "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business)." } } }, "auth_ref": [ "r105" ] }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NonoperatingIncomeExpenseAbstract", "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Other (expense) income, net:" } } }, "auth_ref": [] }, "us-gaap_NotesPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NotesPayableCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Current portion of notes payable", "documentation": "Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer." } } }, "auth_ref": [ "r82", "r83" ] }, "us-gaap_NotesPayableOtherPayablesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NotesPayableOtherPayablesMember", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Notes Payable, Other Payables [Member]", "documentation": "A written promise to pay a note to a third party." } } }, "auth_ref": [] }, "GNLN_November2022OfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "November2022OfferingMember", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "November 2022 Offering [Member]", "documentation": "November 2022 Offering [Member]" } } }, "auth_ref": [] }, "us-gaap_NumberOfOperatingSegments": { "xbrltype": "integerItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "NumberOfOperatingSegments", "presentation": [ "http://gnln.com/role/SegmentReportingDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of operating segments", "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues." } } }, "auth_ref": [ "r852", "r973" ] }, "GNLN_NumberOfPrivateLenders": { "xbrltype": "integerItemType", "nsuri": "http://gnln.com/20231231", "localname": "NumberOfPrivateLenders", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of private lenders", "documentation": "Number of private lenders." } } }, "auth_ref": [] }, "GNLN_NumberOfSharesOfCommonStock": { "xbrltype": "sharesItemType", "nsuri": "http://gnln.com/20231231", "localname": "NumberOfSharesOfCommonStock", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of shares of common stock per uni", "documentation": "Number of shares of common stock." } } }, "auth_ref": [] }, "GNLN_NumberOfStrategicPartnerships": { "xbrltype": "integerItemType", "nsuri": "http://gnln.com/20231231", "localname": "NumberOfStrategicPartnerships", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of strategic partnerships", "documentation": "Number of strategic partnerships." } } }, "auth_ref": [] }, "GNLN_NumberOfVotesPerShare": { "xbrltype": "integerItemType", "nsuri": "http://gnln.com/20231231", "localname": "NumberOfVotesPerShare", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of votes per share", "documentation": "Number of votes per share." } } }, "auth_ref": [] }, "GNLN_October2022OfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "October2022OfferingMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "October 2022 Offering [Member]" } } }, "auth_ref": [] }, "GNLN_OctoberTwentyTwentyTwoOfferingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "OctoberTwentyTwentyTwoOfferingMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "verboseLabel": "October 2022 Offering [Member]", "documentation": "October 2022 Offering [Member]", "label": "October 2022 Offering [Member] [Default Label]" } } }, "auth_ref": [] }, "GNLN_OneCustomerMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "OneCustomerMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "One Customer [Member]", "documentation": "One Customer [Member]" } } }, "auth_ref": [] }, "GNLN_OperatingCashFlowsForOperatingLeases": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "OperatingCashFlowsForOperatingLeases", "crdr": "debit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Cash paid for amounts included in the measurement of lease liabilities", "documentation": "Amount of operating cash flows for operating leases." } } }, "auth_ref": [] }, "us-gaap_OperatingExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingExpenses", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Total operating expenses", "label": "Operating Expenses", "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense." } } }, "auth_ref": [] }, "us-gaap_OperatingExpensesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingExpensesAbstract", "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Operating expenses:" } } }, "auth_ref": [] }, "us-gaap_OperatingIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingIncomeLoss", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "totalLabel": "Loss from operations", "label": "Operating Income (Loss)", "documentation": "The net result for the period of deducting operating expenses from operating revenues." } } }, "auth_ref": [ "r154", "r845", "r972", "r974", "r975", "r976", "r977" ] }, "us-gaap_OperatingLeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseCost", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfLeaseCostDetails": { "parentTag": "us-gaap_LeaseCost", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLeaseCostDetails" ], "lang": { "en-us": { "role": { "label": "Operating lease cost", "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability." } } }, "auth_ref": [ "r590", "r889" ] }, "us-gaap_OperatingLeaseExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseExpense", "crdr": "debit", "presentation": [ "http://gnln.com/role/LeasesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Operating lease expense", "documentation": "Amount of operating lease expense. Excludes sublease income." } } }, "auth_ref": [ "r1066" ] }, "us-gaap_OperatingLeaseLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseLiability", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Present value of minimum lease payments", "label": "Operating Lease, Liability", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease." } } }, "auth_ref": [ "r588" ] }, "us-gaap_OperatingLeaseLiabilityCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseLiabilityCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "Current portion of operating leases", "verboseLabel": "Less: current portion", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current." } } }, "auth_ref": [ "r588" ] }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseLiabilityNoncurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfLesseeOperatingLeaseLiabilityMaturityDetails" ], "lang": { "en-us": { "role": { "label": "Operating leases, less current portion", "totalLabel": "Long-term portion", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent." } } }, "auth_ref": [ "r588" ] }, "us-gaap_OperatingLeaseRightOfUseAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseRightOfUseAsset", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Operating lease right-of-use assets", "documentation": "Amount of lessee's right to use underlying asset under operating lease." } } }, "auth_ref": [ "r587" ] }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "presentation": [ "http://gnln.com/role/ScheduleOfLeaseCostDetails" ], "lang": { "en-us": { "role": { "label": "Weighted average discount rate", "documentation": "Weighted average discount rate for operating lease calculated at point in time." } } }, "auth_ref": [ "r593", "r889" ] }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "presentation": [ "http://gnln.com/role/ScheduleOfLeaseCostDetails" ], "lang": { "en-us": { "role": { "label": "Weighted average remaining lease terms", "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r592", "r889" ] }, "us-gaap_OperatingLossCarryforwards": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLossCarryforwards", "crdr": "debit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Operating loss carryforwards", "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws." } } }, "auth_ref": [ "r509" ] }, "GNLN_OperatingLossCarryforwardsSubjectToExpiration": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "OperatingLossCarryforwardsSubjectToExpiration", "crdr": "debit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Operating loss carryforwards, subject to expiration", "documentation": "Operating loss carryforwards, subject to expiration." } } }, "auth_ref": [] }, "us-gaap_OperatingLossCarryforwardsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OperatingLossCarryforwardsValuationAllowance", "crdr": "credit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Operating Loss Carryforwards, Valuation Allowanc", "documentation": "The portion of the valuation allowance pertaining to the deferred tax asset representing potential future taxable deductions from net operating loss carryforwards for which it is more likely than not that a tax benefit will not be realized." } } }, "auth_ref": [ "r1042" ] }, "GNLN_OrganicixLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "OrganicixLLCMember", "presentation": [ "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails" ], "lang": { "en-us": { "role": { "label": "Organicix LLC [Member]", "documentation": "Organicix LLC [Member]" } } }, "auth_ref": [] }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganization" ], "lang": { "en-us": { "role": { "label": "BUSINESS OPERATIONS AND ORGANIZATION", "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure." } } }, "auth_ref": [ "r77", "r138", "r708", "r709" ] }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherAccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Other", "label": "Other Accrued Liabilities, Current", "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r83" ] }, "GNLN_OtherAccumulatedDeficit": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "OtherAccumulatedDeficit", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Other", "documentation": "Other accumulated deficit." } } }, "auth_ref": [] }, "us-gaap_OtherAssetImpairmentCharges": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherAssetImpairmentCharges", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 3.0 }, "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Goodwill and indefinite-lived intangibles impairment charge", "verboseLabel": "Goodwill and indefinite lived intangibles impairment charge", "documentation": "The charge against earnings resulting from the write down of long lived assets other than goodwill due to the difference between the carrying value and lower fair value." } } }, "auth_ref": [ "r960", "r995" ] }, "us-gaap_OtherAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherAssets", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Other", "label": "Other Assets", "documentation": "Amount of assets classified as other." } } }, "auth_ref": [ "r142", "r186", "r654", "r852", "r918" ] }, "us-gaap_OtherAssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherAssetsCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Other current assets (Note 8)", "documentation": "Amount of current assets classified as other." } } }, "auth_ref": [ "r198", "r890" ] }, "us-gaap_OtherAssetsNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherAssetsNoncurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Other assets", "documentation": "Amount of noncurrent assets classified as other." } } }, "auth_ref": [ "r186" ] }, "us-gaap_OtherComprehensiveIncomeLocationAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLocationAxis", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income Location [Axis]", "documentation": "Information by location in other comprehensive income." } } }, "auth_ref": [ "r556", "r559", "r564" ] }, "us-gaap_OtherComprehensiveIncomeLocationDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLocationDomain", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "documentation": "Location in other comprehensive income." } } }, "auth_ref": [ "r556", "r559", "r564" ] }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Unrealized gain (loss) on derivative instrument", "documentation": "Amount, after tax and reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness." } } }, "auth_ref": [ "r200", "r201", "r673" ] }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax", "crdr": "debit", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Reclassifications from other comprehensive loss", "documentation": "Amount, before tax, of reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness." } } }, "auth_ref": [ "r169", "r201", "r202" ] }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Foreign currency translation adjustments", "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature." } } }, "auth_ref": [ "r4", "r673" ] }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "label": "Less: Other comprehensive (income) loss attributable to non-controlling interest", "documentation": "Amount after tax of other comprehensive income (loss) attributable to noncontrolling interests." } } }, "auth_ref": [ "r8", "r15", "r139", "r204", "r207", "r246" ] }, "GNLN_OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "label": "Other comprehensive income (loss)", "documentation": "Other comprehensive income (loss)." } } }, "auth_ref": [] }, "us-gaap_OtherComprehensiveIncomeLossTaxAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossTaxAbstract", "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Other comprehensive income (loss):" } } }, "auth_ref": [] }, "us-gaap_OtherComprehensiveIncomeLossTaxPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherComprehensiveIncomeLossTaxPortionAttributableToNoncontrollingInterest", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Other comprehensive income", "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r8", "r15", "r139" ] }, "GNLN_OtherIndustrialProductsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "OtherIndustrialProductsMember", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Other Industrial Products [Member]", "documentation": "Other Industrial Products [Member]" } } }, "auth_ref": [] }, "us-gaap_OtherIntangibleAssetsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherIntangibleAssetsMember", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Other Intangible Assets [Member]", "documentation": "Intangible assets classified as other." } } }, "auth_ref": [ "r859", "r984", "r985", "r986", "r987", "r988", "r989", "r990", "r991", "r992", "r993" ] }, "us-gaap_OtherLiabilitiesNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherLiabilitiesNoncurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Other liabilities", "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r87" ] }, "us-gaap_OtherLongTermNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherLongTermNotesPayable", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Notes payable, less current portion and debt issuance costs, net", "documentation": "Amount of long-term notes classified as other, payable after one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r19" ] }, "us-gaap_OtherNoncashIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherNoncashIncomeExpense", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 17.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Other", "label": "Other Noncash Income (Expense)", "documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other." } } }, "auth_ref": [ "r112" ] }, "us-gaap_OtherNonoperatingIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "OtherNonoperatingIncomeExpense", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Other expense, net", "documentation": "Amount of income (expense) related to nonoperating activities, classified as other." } } }, "auth_ref": [ "r106" ] }, "dei_OtherReportingStandardItemNumber": { "xbrltype": "otherReportingStandardItemNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "OtherReportingStandardItemNumber", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Other Reporting Standard Item Number", "documentation": "\"Item 17\" or \"Item 18\" specified when the basis of accounting is neither US GAAP nor IFRS." } } }, "auth_ref": [ "r932" ] }, "srt_OwnershipAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "OwnershipAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Ownership [Axis]" } } }, "auth_ref": [] }, "srt_OwnershipDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "OwnershipDomain", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "auth_ref": [] }, "us-gaap_PaymentForContingentConsiderationLiabilityFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PaymentForContingentConsiderationLiabilityFinancingActivities", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 11.0 } }, "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Purchase consideration paid for Eyce and DaVinci acquisition", "verboseLabel": "Proceeds from termination of interest rate swap", "label": "Payment for Contingent Consideration Liability, Financing Activities", "documentation": "Amount of cash outflow, not made soon after acquisition date of business combination, to settle contingent consideration liability up to amount recognized at acquisition date, including, but not limited to, measurement period adjustment and less amount paid soon after acquisition date." } } }, "auth_ref": [ "r6" ] }, "GNLN_PaymentForLeaseTermination": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "PaymentForLeaseTermination", "crdr": "credit", "presentation": [ "http://gnln.com/role/LeasesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Payment for lease termination", "documentation": "Payment for lease termination." } } }, "auth_ref": [] }, "us-gaap_PaymentsOfDebtExtinguishmentCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PaymentsOfDebtExtinguishmentCosts", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Prepayment of loan agreement", "documentation": "Amount of cash outflow for cost from early extinguishment and prepayment of debt. Includes, but is not limited to, third-party cost, premium paid, and other fee paid to lender directly for debt extinguishment or debt prepayment. Excludes accrued interest." } } }, "auth_ref": [ "r7" ] }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PaymentsOfDebtIssuanceCosts", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Debt issuance costs", "label": "Debt issuance costs", "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt." } } }, "auth_ref": [ "r25" ] }, "us-gaap_PaymentsOfStockIssuanceCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PaymentsOfStockIssuanceCosts", "crdr": "credit", "presentation": [ "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Fees paid to sales agent", "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security." } } }, "auth_ref": [ "r24" ] }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Purchase of property and equipment, net", "label": "Payments to Acquire Property, Plant, and Equipment", "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets." } } }, "auth_ref": [ "r108" ] }, "GNLN_PersonalPropertyMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "PersonalPropertyMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Personal Property [Member]", "documentation": "Personal Property [Member]" } } }, "auth_ref": [] }, "us-gaap_PlanNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PlanNameAxis", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Plan Name [Axis]", "documentation": "Information by plan name for share-based payment arrangement." } } }, "auth_ref": [ "r1011", "r1012", "r1013", "r1014", "r1015", "r1016", "r1017", "r1018", "r1019", "r1020", "r1021", "r1022", "r1023", "r1024", "r1025", "r1026", "r1027", "r1028", "r1029", "r1030", "r1031", "r1032", "r1033", "r1034", "r1035", "r1036" ] }, "us-gaap_PlanNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PlanNameDomain", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement." } } }, "auth_ref": [ "r1011", "r1012", "r1013", "r1014", "r1015", "r1016", "r1017", "r1018", "r1019", "r1020", "r1021", "r1022", "r1023", "r1024", "r1025", "r1026", "r1027", "r1028", "r1029", "r1030", "r1031", "r1032", "r1033", "r1034", "r1035", "r1036" ] }, "GNLN_PortofinoPartnersLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "PortofinoPartnersLLCMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Portofino Partners LLC [Member]", "documentation": "Portofino Partners LLC [Member]" } } }, "auth_ref": [] }, "dei_PreCommencementIssuerTenderOffer": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "PreCommencementIssuerTenderOffer", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-commencement Issuer Tender Offer", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act." } } }, "auth_ref": [ "r926" ] }, "dei_PreCommencementTenderOffer": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "PreCommencementTenderOffer", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Pre-commencement Tender Offer", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act." } } }, "auth_ref": [ "r928" ] }, "GNLN_PreFundedWarrantsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "PreFundedWarrantsMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Pre-Funded Warrants [Member]", "documentation": "Pre-Funded Warrants [Member]" } } }, "auth_ref": [] }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PreferredStockParOrStatedValuePerShare", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Preferred stock, par value", "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer." } } }, "auth_ref": [ "r90", "r408" ] }, "us-gaap_PreferredStockSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PreferredStockSharesAuthorized", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Preferred stock, shares authorized", "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws." } } }, "auth_ref": [ "r90", "r749" ] }, "us-gaap_PreferredStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PreferredStockSharesIssued", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Preferred stock, shares issued", "documentation": "Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt." } } }, "auth_ref": [ "r90", "r408" ] }, "us-gaap_PreferredStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PreferredStockSharesOutstanding", "presentation": [ "http://gnln.com/role/BalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "label": "Preferred stock, shares outstanding", "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased." } } }, "auth_ref": [ "r90", "r749", "r769", "r1119", "r1120" ] }, "us-gaap_PreferredStockValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PreferredStockValue", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding", "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity." } } }, "auth_ref": [ "r90", "r659", "r890" ] }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PrepaidExpenseAndOtherAssetsCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Other current assets", "label": "Prepaid Expense and Other Assets, Current", "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r952" ] }, "us-gaap_PrepaidExpenseCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PrepaidExpenseCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Prepaid expenses", "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r197", "r327", "r328", "r835" ] }, "GNLN_ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Proceeds from issuance of Class A common stock, net of costs", "verboseLabel": "Net proceeds", "terseLabel": "Proceeds from issuance of Class A common stock, net of costs - ATM Program", "documentation": "Proceeds from issuance of class a common stock net of costs ATM program." } } }, "auth_ref": [] }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromIssuanceOfCommonStock", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Proceeds from issuance of Class A common stock, net of issuance costs", "verboseLabel": "Gross proceeds", "documentation": "The cash inflow from the additional capital contribution to the entity." } } }, "auth_ref": [ "r5" ] }, "GNLN_ProceedsFromIssuanceOfCommonStockAndWarrantsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ProceedsFromIssuanceOfCommonStockAndWarrantsGross", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Proceeds from offering, gross", "verboseLabel": "Proceeds from issuance of common stock and warrants gross", "documentation": "Proceeds from issuance of common stock and warrants gross." } } }, "auth_ref": [] }, "us-gaap_ProceedsFromIssuanceOfOtherLongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromIssuanceOfOtherLongTermDebt", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from Secured Bridge Loan, net of costs", "documentation": "Amount of cash inflow from issuance of long-term debt classified as other." } } }, "auth_ref": [ "r23" ] }, "us-gaap_ProceedsFromIssuanceOfUnsecuredDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromIssuanceOfUnsecuredDebt", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from future receivables financing", "verboseLabel": "Proceeds from issuance of unsecured debt", "documentation": "The cash inflow from the issuance of long-term debt that is not secured by collateral. Excludes proceeds from tax exempt unsecured debt." } } }, "auth_ref": [ "r23" ] }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 12.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "verboseLabel": "Other", "label": "Proceeds from (Payments for) Other Financing Activities", "documentation": "Amount of cash inflow (outflow) from financing activities classified as other." } } }, "auth_ref": [ "r945", "r958" ] }, "us-gaap_ProceedsFromRepaymentsOfSecuredDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromRepaymentsOfSecuredDebt", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from (repayment of) Asset-Based Loan", "documentation": "Amount of cash inflow (outflow) from long-term debt wholly or partially secured by collateral. Excludes tax exempt secured debt." } } }, "auth_ref": [] }, "us-gaap_ProceedsFromRepaymentsOfShortTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromRepaymentsOfShortTermDebt", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Generated gross proceeds", "documentation": "The net cash inflow or outflow for borrowing having initial term of repayment within one year or the normal operating cycle, if longer." } } }, "auth_ref": [] }, "us-gaap_ProceedsFromSaleOfEquitySecuritiesFvNi": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromSaleOfEquitySecuritiesFvNi", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from sale of equity investments", "documentation": "Amount of cash inflow from sale of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI), classified as investing activity." } } }, "auth_ref": [ "r159", "r219" ] }, "us-gaap_ProceedsFromSaleOfLongtermInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromSaleOfLongtermInvestments", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from VIBES disposition (Note 3)", "verboseLabel": "Proceeds from VIBES disposition", "documentation": "The cash inflow from sales of all investments, including securities and other assets, having ready marketability and intended by management to be liquidated, if necessary, beyond the current operating cycle." } } }, "auth_ref": [ "r944" ] }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from sale of assets held for sale", "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale." } } }, "auth_ref": [ "r107" ] }, "us-gaap_ProceedsFromSaleOfRealEstate": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProceedsFromSaleOfRealEstate", "crdr": "debit", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Proceeds from sale of real estate", "documentation": "Cash received for the sale of real estate that is not part of an investing activity during the current period." } } }, "auth_ref": [ "r107" ] }, "GNLN_ProceedsFromTerminationOfInterestRateSwap": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ProceedsFromTerminationOfInterestRateSwap", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 10.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Proceeds from termination of interest rate swap", "documentation": "Proceeds from termination of interest rate swap." } } }, "auth_ref": [] }, "us-gaap_ProductInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProductInformationLineItems", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Product Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "srt_ProductOrServiceAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "ProductOrServiceAxis", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]" } } }, "auth_ref": [ "r307", "r613", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r831", "r866", "r899", "r901", "r902", "r906", "r907", "r1002", "r1003", "r1008", "r1087", "r1088", "r1089", "r1090", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "srt_ProductsAndServicesDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "ProductsAndServicesDomain", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "auth_ref": [ "r307", "r613", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r831", "r866", "r899", "r901", "r902", "r906", "r907", "r1002", "r1003", "r1008", "r1087", "r1088", "r1089", "r1090", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "us-gaap_ProfitLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProfitLoss", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 1.0 }, "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 1.0 }, "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "totalLabel": "Net loss", "label": "Net loss", "verboseLabel": "Net loss (including amounts attributable to non-controlling interest)", "negatedLabel": "Net loss", "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest." } } }, "auth_ref": [ "r177", "r203", "r206", "r220", "r229", "r240", "r246", "r249", "r250", "r319", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r523", "r529", "r531", "r534", "r535", "r547", "r570", "r651", "r670", "r722", "r771", "r787", "r788", "r880", "r881", "r917", "r955", "r1004" ] }, "GNLN_ProjectedObligationLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ProjectedObligationLiability", "crdr": "credit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Projected obligation liability", "documentation": "Projected obligation liability." } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentByTypeAxis", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Long-Lived Tangible Asset [Axis]", "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale." } } }, "auth_ref": [ "r11", "r595" ] }, "us-gaap_PropertyPlantAndEquipmentGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentGross", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Property and equipment, gross", "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r119", "r182", "r668" ] }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r595" ] }, "us-gaap_PropertyPlantAndEquipmentNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentNet", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Property and equipment, net", "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r11", "r595", "r652", "r668", "r890" ] }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Property and Equipment, net", "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections." } } }, "auth_ref": [ "r11", "r166", "r170", "r666" ] }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION", "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation." } } }, "auth_ref": [ "r11" ] }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentTypeDomain", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software." } } }, "auth_ref": [ "r119", "r595" ] }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "PropertyPlantAndEquipmentUsefulLife", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Property plant and equipment useful life", "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment." } } }, "auth_ref": [] }, "us-gaap_ProvisionForDoubtfulAccounts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ProvisionForDoubtfulAccounts", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 9.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Change in provision for credit losses", "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable." } } }, "auth_ref": [ "r216", "r323" ] }, "GNLN_PurchasesBenchmarkMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "PurchasesBenchmarkMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Purchases Benchmark [Member]", "documentation": "Purchases Benchmark [Member]" } } }, "auth_ref": [] }, "srt_RangeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "RangeAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "auth_ref": [ "r362", "r363", "r364", "r365", "r431", "r439", "r468", "r469", "r470", "r479", "r553", "r607", "r608", "r610", "r698", "r699", "r706", "r739", "r740", "r795", "r799", "r801", "r802", "r804", "r827", "r828", "r857", "r865", "r874", "r884", "r885", "r886", "r887", "r901", "r910", "r1000", "r1006", "r1054", "r1077", "r1078", "r1079", "r1080", "r1081" ] }, "srt_RangeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "RangeMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails", "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "auth_ref": [ "r362", "r363", "r364", "r365", "r431", "r439", "r468", "r469", "r470", "r479", "r553", "r607", "r608", "r610", "r698", "r699", "r706", "r739", "r740", "r795", "r799", "r801", "r802", "r804", "r827", "r828", "r857", "r865", "r874", "r884", "r885", "r886", "r887", "r901", "r910", "r1000", "r1006", "r1054", "r1077", "r1078", "r1079", "r1080", "r1081" ] }, "us-gaap_RealEstateLoanMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RealEstateLoanMember", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Real Estate Loan [Member]", "documentation": "Loan to finance the purchase of real estate, including but not limited to, land or building." } } }, "auth_ref": [] }, "GNLN_RecentlyIssuedAccountingGuidanceNotYetAdoptedPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "RecentlyIssuedAccountingGuidanceNotYetAdoptedPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Recently Issued Accounting Guidance Not Yet Adopted", "documentation": "Recently Issued Accounting Guidance Not Yet Adopted [Policy Text Block]" } } }, "auth_ref": [] }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "crdr": "debit", "presentation": [ "http://gnln.com/role/FairValueOfFinancialInstrumentsDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedLabel": "Reclassification adjustment for gain included in net loss (Note 4)", "label": "Reclassification adjustment for gain included in net loss", "negatedTerseLabel": "Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)", "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss)." } } }, "auth_ref": [ "r18", "r21", "r210", "r573", "r577", "r578", "r673", "r953" ] }, "us-gaap_RelatedPartyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RelatedPartyDomain", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Related and nonrelated parties. Related party includes, but is not limited to, affiliate, other entity for which investment is accounted for under equity method, trust for benefit of employee, principal owner, management, and member of immediate family, and other party that may be prevented from pursuing separate interests because of control, significant influence, or ownership interest." } } }, "auth_ref": [ "r312", "r438", "r597", "r598", "r656", "r665", "r742", "r743", "r744", "r745", "r746", "r768", "r770", "r794" ] }, "us-gaap_RelatedPartyMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RelatedPartyMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Related Party [Member]", "documentation": "Party related to reporting entity. Includes, but is not limited to, affiliate, entity for which investment is accounted for by equity method, trust for benefit of employees, and principal owner, management, and members of immediate family." } } }, "auth_ref": [ "r232", "r233", "r597", "r598", "r599", "r600", "r656", "r665", "r742", "r743", "r744", "r745", "r746", "r768", "r770", "r794" ] }, "us-gaap_RelatedPartyTransactionAmountsOfTransaction": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RelatedPartyTransactionAmountsOfTransaction", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Amounts of transaction", "verboseLabel": "Additional amount transferred", "documentation": "Amount of transactions with related party during the financial reporting period." } } }, "auth_ref": [ "r73", "r597" ] }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Related and Nonrelated Parties [Axis]", "documentation": "Information by related and nonrelated parties. Related party includes, but is not limited to, affiliate, other entity for which investment is accounted for under equity method, trust for benefit of employee, principal owner, management, and member of immediate family, and other party that may be prevented from pursuing separate interests because of control, significant influence, or ownership interest." } } }, "auth_ref": [ "r312", "r438", "r597", "r598", "r656", "r665", "r742", "r743", "r744", "r745", "r746", "r768", "r770", "r794", "r1073" ] }, "us-gaap_RepaymentsOfFirstMortgageBond": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RepaymentsOfFirstMortgageBond", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 8.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Payments on Real Estate Note", "label": "Repayments of First Mortgage Bond", "documentation": "The cash outflow from the repayment of a long-term debt instrument issued, secured by a first mortgage deed of trust, containing a pledge of real property. The lender has the highest claim on the property in case of default." } } }, "auth_ref": [ "r109" ] }, "us-gaap_RepaymentsOfNotesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RepaymentsOfNotesPayable", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 7.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Payments on Eyce and DaVinci promissory notes", "label": "Repayments of Notes Payable", "documentation": "The cash outflow for a borrowing supported by a written promise to pay an obligation." } } }, "auth_ref": [ "r109" ] }, "us-gaap_RepaymentsOfOtherLongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RepaymentsOfOtherLongTermDebt", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 9.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Repayment of Bridge Loan", "label": "Repayments of Other Long-Term Debt", "documentation": "Amount of cash outflow for the payment of debt classified as other, maturing after one year or the operating cycle, if longer." } } }, "auth_ref": [ "r109" ] }, "us-gaap_RepaymentsOfSecuredDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RepaymentsOfSecuredDebt", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Repayments of secured debt", "documentation": "The cash outflow to repay long-term debt that is wholly or partially secured by collateral. Excludes repayments of tax exempt secured debt." } } }, "auth_ref": [ "r109" ] }, "us-gaap_RepaymentsOfUnsecuredDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RepaymentsOfUnsecuredDebt", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 5.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Repayment of loan against future accounts receivable", "label": "Repayments of Unsecured Debt", "documentation": "The cash outflow to repay long-term debt that is not secured by collateral. Excludes repayments of tax exempt unsecured debt." } } }, "auth_ref": [ "r109" ] }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "RepurchaseAgreementCounterpartyNameDomain", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "auth_ref": [ "r234", "r235", "r381", "r410", "r600", "r609", "r653", "r838", "r839" ] }, "us-gaap_RestrictedCash": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RestrictedCash", "crdr": "debit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "periodStartLabel": "Restricted cash", "periodEndLabel": "Restricted cash", "label": "Restricted Cash [Default Label]", "documentation": "Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits." } } }, "auth_ref": [ "r948", "r961", "r1082", "r1084" ] }, "us-gaap_RestrictedCashCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RestrictedCashCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Restricted cash", "verboseLabel": "Restricted cash current", "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits." } } }, "auth_ref": [ "r948", "r961" ] }, "us-gaap_RestrictedStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RestrictedStockMember", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails" ], "lang": { "en-us": { "role": { "label": "Restricted Stock [Member]", "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met." } } }, "auth_ref": [ "r32" ] }, "us-gaap_RestrictedStockUnitsRSUMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RestrictedStockUnitsRSUMember", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails" ], "lang": { "en-us": { "role": { "label": "Restricted Stock Units (RSUs) [Member]", "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met." } } }, "auth_ref": [] }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RetainedEarningsAccumulatedDeficit", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "Accumulated deficit", "documentation": "Amount of accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r93", "r127", "r662", "r703", "r705", "r719", "r750", "r890" ] }, "us-gaap_RetainedEarningsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RetainedEarningsMember", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Retained Earnings [Member]", "documentation": "Accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r174", "r237", "r238", "r239", "r241", "r246", "r248", "r250", "r320", "r321", "r351", "r512", "r513", "r520", "r521", "r522", "r524", "r528", "r529", "r538", "r540", "r541", "r543", "r545", "r583", "r586", "r700", "r702", "r723", "r1119" ] }, "GNLN_ReturnOfInventory": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ReturnOfInventory", "crdr": "credit", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Return of inventory", "documentation": "Return of inventory." } } }, "auth_ref": [] }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_GrossProfit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails", "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Net sales", "verboseLabel": "Total net sales", "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise." } } }, "auth_ref": [ "r152", "r153", "r266", "r275", "r276", "r297", "r303", "r307", "r309", "r311", "r426", "r427", "r613" ] }, "GNLN_RevenueFromRelatedParty": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "RevenueFromRelatedParty", "crdr": "credit", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Revenue from related parties", "documentation": "Revenue from related party." } } }, "auth_ref": [] }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RevenueRecognitionPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Revenue Recognition", "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources." } } }, "auth_ref": [ "r773", "r830", "r842" ] }, "us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "Revenues from External Customers and Long-Lived Assets [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "GNLN_SaleAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "SaleAgreementMember", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Sale Agreement [Member]", "documentation": "Sale Agreement [Member]" } } }, "auth_ref": [] }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SaleOfStockNameOfTransactionDomain", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Shares issued in transaction (in shares)", "verboseLabel": "Class A shares sold", "terseLabel": "Sale of stock number of shares issued in transaction", "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction." } } }, "auth_ref": [] }, "us-gaap_SalesCommissionsAndFees": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SalesCommissionsAndFees", "crdr": "debit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Sales commissions and fees", "documentation": "Primarily represents commissions incurred in the period based upon the sale by commissioned employees or third parties of the entity's goods or services, and fees for sales assistance or product enhancements performed by third parties (such as a distributor or value added reseller)." } } }, "auth_ref": [ "r104" ] }, "us-gaap_SalesRevenueNetMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SalesRevenueNetMember", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Revenue Benchmark [Member]", "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation." } } }, "auth_ref": [ "r311", "r946" ] }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES", "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS", "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss)." } } }, "auth_ref": [ "r21", "r1060", "r1061" ] }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "documentation": "Disclosure of information about business combination. Includes, but is not limited to, recognized asset and liability." } } }, "auth_ref": [ "r56", "r58", "r525" ] }, "GNLN_ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY", "documentation": "Schedule Of Changes In Customer Deposit Liability [TableText Block]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "presentation": [ "http://gnln.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)", "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years." } } }, "auth_ref": [ "r1045" ] }, "us-gaap_ScheduleOfDebtTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfDebtTableTextBlock", "presentation": [ "http://gnln.com/role/DebtTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF DEBT", "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfDeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsByTitleOfIndividualAndByTypeOfDeferredCompensationTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfDeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsByTitleOfIndividualAndByTypeOfDeferredCompensationTable", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Deferred Compensation Arrangement with Individual, Excluding Share-Based Payment and Postretirement Benefit [Table]", "documentation": "Disclosure of information about arrangements that are not equity-based payments, or pension and other postretirement benefits, with individual employees. The arrangements (for example, profit sharing, deferred bonuses or certain split-dollar life insurance arrangements) are generally based on employment contracts between the entity and one or more selected officers or key employees, and which contain a promise by the employer to pay certain amounts at designated future dates, sometimes including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period and the carrying amount as of the balance sheet date of the related liability." } } }, "auth_ref": [ "r51", "r129" ] }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "presentation": [ "http://gnln.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES", "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets." } } }, "auth_ref": [ "r1041" ] }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "presentation": [ "http://gnln.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED", "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations." } } }, "auth_ref": [ "r971" ] }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "presentation": [ "http://gnln.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION", "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations." } } }, "auth_ref": [ "r490", "r879", "r1038" ] }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Segment Reporting, Revenue from External Customer, Product and Service [Table]", "documentation": "Disclosure of information about revenue from external customer by product and service when not provided as part of reportable operating segment information." } } }, "auth_ref": [ "r42" ] }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/SubsequentEventsDetailsNarrative", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Investment, Name [Axis]" } } }, "auth_ref": [ "r316", "r317", "r318", "r519", "r941", "r942", "r943", "r1046", "r1047", "r1048", "r1049" ] }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Intangible Asset, Finite-Lived [Table]", "documentation": "Disclosure of information about finite-lived intangible asset. Excludes indefinite-lived intangible asset." } } }, "auth_ref": [ "r339", "r346", "r348", "r349", "r350", "r614", "r829", "r859" ] }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "presentation": [ "http://gnln.com/role/IncomeTaxesTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN", "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions." } } }, "auth_ref": [ "r965" ] }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS", "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity, by either major class or business segment." } } }, "auth_ref": [ "r859", "r991" ] }, "us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "presentation": [ "http://gnln.com/role/DebtTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF MATURITIES OF LONG-TERM DEBT", "documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt." } } }, "auth_ref": [ "r12" ] }, "us-gaap_ScheduleOfOtherAssetsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfOtherAssetsTableTextBlock", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF OTHER CURRENT ASSETS", "documentation": "Tabular disclosure of the carrying amounts of other assets. This disclosure includes other current assets and other noncurrent assets." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfProductInformationTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfProductInformationTable", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Nature of Operation, Product Information, Concentration of Risk [Table]", "documentation": "Disclosure of information about concentration risk of product within nature of operation." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Table]", "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation." } } }, "auth_ref": [ "r11", "r595" ] }, "us-gaap_ScheduleOfRevenueByMajorCustomersByReportingSegmentsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfRevenueByMajorCustomersByReportingSegmentsTableTextBlock", "presentation": [ "http://gnln.com/role/SegmentReportingTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY", "documentation": "Tabular disclosure of the extent of the entity's reliance on its major customers, if revenues from transactions with a single external customer amount to 10 percent or more of entity revenues, including the disclosure of that fact, the total amount of revenues from each such customer, and the identity of the reportable segment or segments reporting the revenues. The entity need not disclose the identity of a major customer or the amount of revenues that each segment reports from that customer. For these purposes, a group of companies known to the entity to be under common control is considered a single customer, and the federal government, a state government, a local government such as a county or municipality, or a foreign government is each considered a single customer." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock", "presentation": [ "http://gnln.com/role/SegmentReportingTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY", "documentation": "Tabular disclosure of the names of foreign countries from which revenue is material and the amount of revenue from external customers attributed to those countries. An entity may also provide subtotals of geographic information about groups of countries." } } }, "auth_ref": [ "r98", "r115" ] }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "presentation": [ "http://gnln.com/role/SegmentReportingTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA", "documentation": "Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries." } } }, "auth_ref": [ "r43", "r98" ] }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]", "documentation": "Disclosure of information about revenue from external customer and long-lived asset by geographical area. Long-lived asset excludes financial instrument, customer relationship with financial institution, mortgage and other servicing right, deferred policy acquisition cost, and deferred tax asset." } } }, "auth_ref": [ "r43", "r98" ] }, "us-gaap_ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock", "presentation": [ "http://gnln.com/role/StockholdersEquityTables" ], "lang": { "en-us": { "role": { "label": "SUMMARIZES SALES OF OUR CLASS A COMMON STOCK", "documentation": "Tabular disclosure of sales of stock or previously unissued stock made by subsidiary or equity method investee to investors outside the consolidated group. This includes stock issued in a business combination in exchange for shares of an acquired entity." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Schedule of Segment Reporting Information, by Segment [Table]", "documentation": "Disclosure of information about profit (loss) and total assets by reportable segment." } } }, "auth_ref": [ "r39", "r40", "r41" ] }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "presentation": [ "http://gnln.com/role/SegmentReportingTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT", "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss." } } }, "auth_ref": [ "r39", "r40", "r41" ] }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]", "documentation": "Disclosure of information about share-based payment arrangement." } } }, "auth_ref": [ "r441", "r442", "r443", "r444", "r445", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r467", "r468", "r469", "r470", "r471" ] }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "presentation": [ "http://gnln.com/role/CompensationPlansTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL", "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions." } } }, "auth_ref": [ "r130" ] }, "us-gaap_ScheduleOfStockOptionsRollForwardTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfStockOptionsRollForwardTableTextBlock", "presentation": [ "http://gnln.com/role/CompensationPlansTables" ], "lang": { "en-us": { "role": { "label": "SUMMARY OF STOCK OPTION ACTIVITY", "documentation": "Tabular disclosure of the change in stock options." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "presentation": [ "http://gnln.com/role/CompensationPlansTables" ], "lang": { "en-us": { "role": { "label": "SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE", "documentation": "Tabular disclosure of the change in unrecognized tax benefits." } } }, "auth_ref": [ "r499", "r878" ] }, "us-gaap_SecuredDebtMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SecuredDebtMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Secured Debt [Member]", "documentation": "Collateralized debt obligation backed by, for example, but not limited to, pledge, mortgage or other lien on the entity's assets." } } }, "auth_ref": [] }, "GNLN_SecuritiesPurchaseAgreementMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "SecuritiesPurchaseAgreementMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Securities Purchase Agreement [Member]", "documentation": "Securities Purchase Agreement [Member]" } } }, "auth_ref": [] }, "dei_Security12bTitle": { "xbrltype": "securityTitleItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "Security12bTitle", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Title of 12(b) Security", "documentation": "Title of a 12(b) registered security." } } }, "auth_ref": [ "r920" ] }, "dei_Security12gTitle": { "xbrltype": "securityTitleItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "Security12gTitle", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Title of 12(g) Security", "documentation": "Title of a 12(g) registered security." } } }, "auth_ref": [ "r924" ] }, "dei_SecurityExchangeName": { "xbrltype": "edgarExchangeCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "SecurityExchangeName", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Security Exchange Name", "documentation": "Name of the Exchange on which a security is registered." } } }, "auth_ref": [ "r923" ] }, "dei_SecurityReportingObligation": { "xbrltype": "securityReportingObligationItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "SecurityReportingObligation", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Security Reporting Obligation", "documentation": "15(d), indicating whether the security has a reporting obligation under that section of the Exchange Act." } } }, "auth_ref": [ "r929" ] }, "us-gaap_SegmentDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SegmentDomain", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity." } } }, "auth_ref": [ "r152", "r153", "r154", "r155", "r266", "r271", "r274", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r287", "r288", "r289", "r297", "r298", "r299", "r300", "r301", "r303", "r304", "r305", "r311", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r350", "r358", "r359", "r680", "r681", "r682", "r683", "r684", "r685", "r686", "r687", "r688", "r689", "r690", "r848", "r851", "r852", "r858", "r904", "r1087", "r1088", "r1089", "r1090", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "srt_SegmentGeographicalDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "SegmentGeographicalDomain", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "auth_ref": [ "r309", "r310", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641", "r642", "r643", "r644", "r645", "r736", "r737", "r738", "r796", "r800", "r803", "r805", "r813", "r817", "r818", "r819", "r820", "r822", "r823", "r824", "r825", "r826", "r832", "r867", "r891", "r892", "r893", "r894", "r895", "r896", "r897", "r898", "r903", "r910", "r1008", "r1087", "r1088", "r1089", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "us-gaap_SegmentReportingAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SegmentReportingAbstract", "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]" } } }, "auth_ref": [] }, "us-gaap_SegmentReportingDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SegmentReportingDisclosureTextBlock", "presentation": [ "http://gnln.com/role/SegmentReporting" ], "lang": { "en-us": { "role": { "label": "SEGMENT REPORTING", "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments." } } }, "auth_ref": [ "r155", "r266", "r270", "r271", "r272", "r273", "r274", "r286", "r288", "r289", "r301", "r302", "r303", "r304", "r305", "r307", "r308", "r311", "r846", "r849", "r850", "r851", "r853", "r855", "r856" ] }, "us-gaap_SegmentReportingInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SegmentReportingInformationLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Segment Reporting Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SegmentReportingPolicyPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Segment Reporting", "documentation": "Disclosure of accounting policy for segment reporting." } } }, "auth_ref": [ "r290", "r291", "r292", "r293", "r294", "r295", "r296", "r306", "r309", "r847", "r848", "r854" ] }, "us-gaap_ShareBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensation", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Equity-based compensation expense", "documentation": "Amount of noncash expense for share-based payment arrangement." } } }, "auth_ref": [ "r9" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Sharebased compensation arrangement by share-based payment vesting periods", "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition." } } }, "auth_ref": [ "r875" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Description", "documentation": "Description of terms of share-based payment arrangement. Includes, but is not limited to, type of award or grantee and reason for issuance." } } }, "auth_ref": [ "r52", "r54" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Expected dividend yield", "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term." } } }, "auth_ref": [ "r469" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Expected volatility, Maximum", "documentation": "The estimated measure of the maximum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Expected volatility, Minimum", "documentation": "The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Risk-free interest rate, Maximum", "documentation": "The maximum risk-free interest rate assumption that is used in valuing an option on its own shares." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Risk-free interest rate, Minimum", "documentation": "The minimum risk-free interest rate assumption that is used in valuing an option on its own shares." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r441", "r442", "r443", "r444", "r445", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r467", "r468", "r469", "r470", "r471" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Number of shares authorized for issuance", "documentation": "Number of additional shares authorized for issuance under share-based payment arrangement." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Aggregate of common stock", "documentation": "Number of shares authorized for issuance under share-based payment arrangement." } } }, "auth_ref": [ "r876" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Share based options granted", "documentation": "Net number of share options (or share units) granted during the period." } } }, "auth_ref": [ "r1018" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "label": "Stock Option, Number of Option, Granted", "documentation": "Gross number of share options (or share units) granted during the period." } } }, "auth_ref": [ "r451" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Weighted average of stock options granted", "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology." } } }, "auth_ref": [ "r461" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Stock Option,Number of Option, Beginning Balance", "periodEndLabel": "Stock Option,Number of Option, Ending Balance", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "documentation": "Number of options outstanding, including both vested and non-vested options." } } }, "auth_ref": [ "r447", "r448" ] }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Stock Option,Weighted-Average Beginning Balance", "periodEndLabel": "Stock Option,Weighted-Average Ending Balance", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan." } } }, "auth_ref": [ "r447", "r448" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "presentation": [ "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement." } } }, "auth_ref": [ "r443", "r444", "r445", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r467", "r468", "r469", "r470", "r471" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "label": "Stock Option,Weighted-Average Exercis Price, Exercised", "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares." } } }, "auth_ref": [ "r452" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "label": "Stock Option,Weighted-Average Exercis Price, Forfeited", "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated." } } }, "auth_ref": [ "r453" ] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "label": "Stock Option,Weighted-Average Exercis Price, Granted", "verboseLabel": "Sharebased compensation arrangement by share-based payment exercise price", "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options." } } }, "auth_ref": [ "r451" ] }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Equity-Based Compensation", "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost." } } }, "auth_ref": [ "r440", "r446", "r465", "r466", "r467", "r468", "r471", "r474", "r475", "r476", "r477" ] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "presentation": [ "http://gnln.com/role/ScheduleOfStockOptionAwardGrantDateValuationModelDetails" ], "lang": { "en-us": { "role": { "label": "Expected term", "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r467" ] }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "crdr": "credit", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Weighted average of stock options vested", "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock." } } }, "auth_ref": [ "r462" ] }, "us-gaap_SharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SharesOutstanding", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "periodStartLabel": "Balance, shares", "periodEndLabel": "Balance, shares", "label": "Shares, Outstanding", "documentation": "Number of shares issued which are neither cancelled nor held in the treasury." } } }, "auth_ref": [] }, "GNLN_ShavitaBVMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ShavitaBVMember", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Shavita B V [Member]" } } }, "auth_ref": [] }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SignificantAccountingPoliciesTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPolicies" ], "lang": { "en-us": { "role": { "label": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "documentation": "The entire disclosure for all significant accounting policies of the reporting entity." } } }, "auth_ref": [ "r113", "r226" ] }, "dei_SolicitingMaterial": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "SolicitingMaterial", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Soliciting Material", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act." } } }, "auth_ref": [ "r927" ] }, "GNLN_StandardWarrantsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "StandardWarrantsMember", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Standard warrants [Member]", "documentation": "Standard warrants [Member]" } } }, "auth_ref": [] }, "us-gaap_StateAndLocalJurisdictionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StateAndLocalJurisdictionMember", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "State and Local Jurisdiction [Member]", "documentation": "Designated state or local jurisdiction entitled to levy and collect income tax." } } }, "auth_ref": [ "r488" ] }, "us-gaap_StatementBusinessSegmentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementBusinessSegmentsAxis", "presentation": [ "http://gnln.com/role/ScheduleOfSegmentReportingInformationBySegmentDetails" ], "lang": { "en-us": { "role": { "label": "Segments [Axis]", "documentation": "Information by business segments." } } }, "auth_ref": [ "r152", "r153", "r154", "r155", "r176", "r266", "r271", "r274", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r287", "r288", "r289", "r297", "r298", "r299", "r300", "r301", "r303", "r304", "r305", "r311", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r350", "r352", "r358", "r359", "r680", "r681", "r682", "r683", "r684", "r685", "r686", "r687", "r688", "r689", "r690", "r848", "r851", "r852", "r858", "r904", "r1087", "r1088", "r1089", "r1090", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "us-gaap_StatementClassOfStockAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementClassOfStockAxis", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/CompensationPlansDetailsNarrative", "http://gnln.com/role/ScheduleOfEquityBasedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfEquityBasedUnrecognizedCompensationExpenseDetails", "http://gnln.com/role/ScheduleOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetails", "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Class of Stock [Axis]", "documentation": "Information by the different classes of stock of the entity." } } }, "auth_ref": [ "r173", "r190", "r191", "r192", "r229", "r253", "r254", "r261", "r263", "r268", "r269", "r319", "r368", "r370", "r371", "r372", "r375", "r376", "r408", "r409", "r412", "r415", "r421", "r570", "r715", "r716", "r717", "r718", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r735", "r749", "r772", "r789", "r806", "r807", "r808", "r809", "r810", "r940", "r962", "r970" ] }, "us-gaap_StatementEquityComponentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementEquityComponentsAxis", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Equity Components [Axis]", "documentation": "Information by component of equity." } } }, "auth_ref": [ "r17", "r91", "r94", "r95", "r174", "r209", "r210", "r211", "r237", "r238", "r239", "r241", "r246", "r248", "r250", "r267", "r320", "r321", "r351", "r423", "r512", "r513", "r520", "r521", "r522", "r524", "r528", "r529", "r538", "r539", "r540", "r541", "r542", "r543", "r545", "r573", "r574", "r575", "r576", "r577", "r578", "r583", "r586", "r596", "r673", "r700", "r701", "r702", "r723", "r789" ] }, "srt_StatementGeographicalAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "StatementGeographicalAxis", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "Geographical [Axis]" } } }, "auth_ref": [ "r309", "r310", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641", "r642", "r643", "r644", "r645", "r736", "r737", "r738", "r796", "r800", "r803", "r805", "r813", "r817", "r818", "r819", "r820", "r822", "r823", "r824", "r825", "r826", "r832", "r867", "r891", "r892", "r893", "r894", "r895", "r896", "r897", "r898", "r903", "r910", "r1008", "r1087", "r1088", "r1089", "r1091", "r1092", "r1093", "r1094", "r1095", "r1096", "r1097", "r1098", "r1099", "r1100", "r1101", "r1102", "r1103", "r1104", "r1105", "r1106", "r1107", "r1108", "r1109", "r1110", "r1111", "r1112", "r1113", "r1114", "r1115" ] }, "us-gaap_StatementLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementLineItems", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Statement [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r237", "r238", "r239", "r267", "r586", "r613", "r710", "r735", "r741", "r742", "r743", "r744", "r745", "r746", "r749", "r752", "r753", "r754", "r755", "r756", "r759", "r760", "r761", "r762", "r764", "r765", "r766", "r767", "r768", "r770", "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r782", "r783", "r784", "r785", "r786", "r789", "r911" ] }, "us-gaap_StatementOfCashFlowsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementOfCashFlowsAbstract", "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementOfFinancialPositionAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementOfFinancialPositionAbstract", "auth_ref": [] }, "us-gaap_StatementOfStockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementOfStockholdersEquityAbstract", "auth_ref": [] }, "us-gaap_StatementTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StatementTable", "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/BalanceSheetsParenthetical", "http://gnln.com/role/LeasesDetailsNarrative", "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Statement [Table]", "documentation": "Disclosure of information about statement of comprehensive income, income, other comprehensive income, financial position, cash flows, and shareholders' equity." } } }, "auth_ref": [ "r237", "r238", "r239", "r267", "r312", "r586", "r613", "r710", "r735", "r741", "r742", "r743", "r744", "r745", "r746", "r749", "r752", "r753", "r754", "r755", "r756", "r759", "r760", "r761", "r762", "r764", "r765", "r766", "r767", "r768", "r770", "r773", "r774", "r775", "r776", "r777", "r778", "r779", "r780", "r781", "r782", "r783", "r784", "r785", "r786", "r789", "r911" ] }, "us-gaap_StockIssued1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssued1", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A common stock, warrants, and stock options for business acquisitions", "documentation": "The fair value of stock issued in noncash financing activities." } } }, "auth_ref": [ "r29", "r30", "r31" ] }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesAcquisitions", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares - Amended Eyce APA, shares", "documentation": "Number of shares of stock issued during the period pursuant to acquisitions." } } }, "auth_ref": [ "r90", "r91", "r127" ] }, "GNLN_StockIssuedDuringPeriodSharesContingentConsideration": { "xbrltype": "sharesItemType", "nsuri": "http://gnln.com/20231231", "localname": "StockIssuedDuringPeriodSharesContingentConsideration", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares - contingent consideration, shares" } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Exchanges of noncontrolling interest for Class A common stock, shares", "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r17", "r48", "r90", "r91", "r127" ] }, "GNLN_StockIssuedDuringPeriodSharesIssuanceOfCommonStockAndPrefundedWarrantsNetOfCosts": { "xbrltype": "sharesItemType", "nsuri": "http://gnln.com/20231231", "localname": "StockIssuedDuringPeriodSharesIssuanceOfCommonStockAndPrefundedWarrantsNetOfCosts", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A common stock and pre-funded warrants, net of costs, shares", "documentation": "Stock issued during period shares issuance of common stock and prefunded warrants net of costs." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesNewIssues", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares, net of costs, shares", "verboseLabel": "Additional shares issued", "terseLabel": "Number of shares issued", "documentation": "Number of new stock issued during the period." } } }, "auth_ref": [ "r17", "r90", "r91", "r127", "r715", "r789", "r807" ] }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Stock Option, Number of Option, Forfeited", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Forfeited", "documentation": "Number of shares related to Restricted Stock Award forfeited during the period." } } }, "auth_ref": [ "r17", "r90", "r91", "r127" ] }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Equity-based compensation, shares", "documentation": "Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP)." } } }, "auth_ref": [ "r17", "r90", "r91", "r127" ] }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "presentation": [ "http://gnln.com/role/SummaryOfStockOptionActivityDetails" ], "lang": { "en-us": { "role": { "label": "Stock Option, Number of Option, Exercised", "documentation": "Number of share options (or share units) exercised during the current period." } } }, "auth_ref": [ "r17", "r90", "r91", "r127", "r452" ] }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodValueAcquisitions", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares - Amended Eyce APA (Note 3)", "documentation": "Value of stock issued pursuant to acquisitions during the period." } } }, "auth_ref": [ "r17", "r91", "r94", "r95", "r127" ] }, "GNLN_StockIssuedDuringPeriodValueContingentConsideration": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "StockIssuedDuringPeriodValueContingentConsideration", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares - contingent consideration" } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Exchanges of noncontrolling interest for Class A common stock", "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r17", "r91", "r94", "r95", "r127" ] }, "GNLN_StockIssuedDuringPeriodValueIssuanceOfCommonStockAndPrefundedWarrantsNetOfCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "StockIssuedDuringPeriodValueIssuanceOfCommonStockAndPrefundedWarrantsNetOfCosts", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A common stock and pre-funded warrants, net of costs", "documentation": "Stock issued during period value issuance of common stock and prefunded warrants net of costs." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodValueNewIssues", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Issuance of Class A shares, net of costs", "verboseLabel": "Number of shares issued, value", "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering." } } }, "auth_ref": [ "r17", "r90", "r91", "r127", "r723", "r789", "r807", "r917" ] }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "label": "Equity-based compensation", "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP)." } } }, "auth_ref": [ "r55", "r90", "r91", "r127" ] }, "us-gaap_StockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockholdersEquity", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total stockholders\u2019 equity attributable to Greenlane Holdings, Inc.", "label": "Equity, Attributable to Parent", "documentation": "Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest." } } }, "auth_ref": [ "r91", "r94", "r95", "r116", "r751", "r769", "r790", "r791", "r890", "r918", "r964", "r983", "r1059", "r1119" ] }, "us-gaap_StockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockholdersEquityAbstract", "presentation": [ "http://gnln.com/role/BalanceSheets" ], "lang": { "en-us": { "role": { "label": "STOCKHOLDERS\u2019 EQUITY*" } } }, "auth_ref": [] }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "crdr": "credit", "calculation": { "http://gnln.com/role/BalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://gnln.com/role/BalanceSheets", "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails", "http://gnln.com/role/StatementsOfStockholdersEquity" ], "lang": { "en-us": { "role": { "totalLabel": "Total stockholders\u2019 equity", "periodStartLabel": "Balance", "periodEndLabel": "Balance", "label": "Equity, Including Portion Attributable to Noncontrolling Interest", "documentation": "Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity." } } }, "auth_ref": [ "r62", "r63", "r67", "r174", "r175", "r210", "r237", "r238", "r239", "r241", "r246", "r248", "r320", "r321", "r351", "r423", "r512", "r513", "r520", "r521", "r522", "r524", "r528", "r529", "r538", "r539", "r540", "r541", "r542", "r543", "r545", "r573", "r574", "r578", "r584", "r596", "r701", "r702", "r721", "r751", "r769", "r790", "r791", "r811", "r917", "r964", "r983", "r1059", "r1119" ] }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockholdersEquityNoteDisclosureTextBlock", "presentation": [ "http://gnln.com/role/StockholdersEquity" ], "lang": { "en-us": { "role": { "label": "STOCKHOLDERS\u2019 EQUITY", "documentation": "The entire disclosure for equity." } } }, "auth_ref": [ "r124", "r228", "r407", "r409", "r411", "r412", "r413", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r423", "r544", "r792", "r793", "r812" ] }, "us-gaap_StockholdersEquityReverseStockSplit": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "StockholdersEquityReverseStockSplit", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Reverse stock split", "documentation": "Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements." } } }, "auth_ref": [ "r128" ] }, "us-gaap_SubsequentEventLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventLineItems", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Subsequent Event [Line Items]", "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event." } } }, "auth_ref": [ "r579", "r602" ] }, "us-gaap_SubsequentEventMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventMember", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Subsequent Event [Member]", "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r579", "r602" ] }, "us-gaap_SubsequentEventTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventTable", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Subsequent Event [Table]", "documentation": "Disclosure of information about significant event or transaction occurring between statement of financial position date and date when financial statements were issued." } } }, "auth_ref": [ "r579", "r602" ] }, "us-gaap_SubsequentEventTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventTypeAxis", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Subsequent Event Type [Axis]", "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r579", "r602" ] }, "us-gaap_SubsequentEventTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventTypeDomain", "presentation": [ "http://gnln.com/role/SubsequentEventsDetailsNarrative" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r579", "r602" ] }, "us-gaap_SubsequentEventsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventsAbstract", "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "auth_ref": [] }, "us-gaap_SubsequentEventsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsequentEventsTextBlock", "presentation": [ "http://gnln.com/role/SubsequentEvents" ], "lang": { "en-us": { "role": { "label": "SUBSEQUENT EVENTS", "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business." } } }, "auth_ref": [ "r601", "r603" ] }, "us-gaap_SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Subsidiary or Equity Method Investee, Sale of Stock, Type [Table]", "documentation": "Disclosure of information about sale of stock made by subsidiary or equity method investee to investor outside consolidated group by type of sale. Includes, but is not limited to, stock issued in business combination in exchange for share of acquired entity." } } }, "auth_ref": [] }, "us-gaap_SubsidiarySaleOfStockAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsidiarySaleOfStockAxis", "presentation": [ "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StatementsOfStockholdersEquity", "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails", "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Sale of Stock [Axis]", "documentation": "Information by type of sale of the entity's stock." } } }, "auth_ref": [] }, "us-gaap_SubsidiarySaleOfStockLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SubsidiarySaleOfStockLineItems", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative", "http://gnln.com/role/SummarizesSalesOfOurClassCommonStockDetails" ], "lang": { "en-us": { "role": { "label": "Subsidiary, Sale of Stock [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_SupplementalCashFlowInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SupplementalCashFlowInformationAbstract", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Supplemental disclosures of cash flow information" } } }, "auth_ref": [] }, "us-gaap_SupplierConcentrationRiskMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "SupplierConcentrationRiskMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Supplier Concentration Risk [Member]", "documentation": "Reflects the percentage that purchases in the period from one or more significant suppliers is to cost of goods or services, as defined by the entity, such as total cost of sales or services, product line cost of sales or services, segment cost of sales or services. Risk is the materially adverse effects of loss of a material supplier or a supplier of critically needed goods or services." } } }, "auth_ref": [ "r114" ] }, "us-gaap_TangibleAssetImpairmentCharges": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TangibleAssetImpairmentCharges", "crdr": "debit", "calculation": { "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 5.0 }, "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Property and equipment impairment charge", "documentation": "The charge against earnings resulting from the aggregate write down of tangible assets from their carrying value to their fair value." } } }, "auth_ref": [ "r79", "r120" ] }, "GNLN_TaxConversionOfOperatingCompany": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "TaxConversionOfOperatingCompany", "crdr": "debit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Tax conversion of Operating Company", "documentation": "Tax conversion of operating company." } } }, "auth_ref": [] }, "GNLN_TaxReceivableAgreementPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "TaxReceivableAgreementPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Tax Receivable Agreement (TRA)", "documentation": "Tax receivable agreement policy text block." } } }, "auth_ref": [] }, "us-gaap_TaxesPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TaxesPayableCurrent", "crdr": "credit", "calculation": { "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails": { "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfAccruedExpensesAndOtherCurrentLiabilitiesDetails" ], "lang": { "en-us": { "role": { "label": "Sales tax payable", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r82", "r83" ] }, "GNLN_ThirdPartyBrandsMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "ThirdPartyBrandsMember", "presentation": [ "http://gnln.com/role/ScheduleOfNetSalesByMajorProductCategoryDetails" ], "lang": { "en-us": { "role": { "label": "Third Party Brands [Member]", "documentation": "Third Party Brands [Member]" } } }, "auth_ref": [] }, "GNLN_TilrayBrandsIncMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "TilrayBrandsIncMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Tilray Brands Inc [Member]", "documentation": "Tilray Brands Inc [Member]" } } }, "auth_ref": [] }, "srt_TitleOfIndividualAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "TitleOfIndividualAxis", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Title and Position [Axis]" } } }, "auth_ref": [ "r978", "r1072" ] }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2024", "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "auth_ref": [] }, "GNLN_TotalOrderCostPercentage": { "xbrltype": "percentItemType", "nsuri": "http://gnln.com/20231231", "localname": "TotalOrderCostPercentage", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Total order cost, percentage", "documentation": "Total order cost percentage" } } }, "auth_ref": [] }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TradeAndOtherAccountsReceivablePolicy", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Accounts Receivable, net", "documentation": "Disclosure of accounting policy for accounts receivable." } } }, "auth_ref": [ "r156", "r157", "r158", "r980", "r981", "r982" ] }, "us-gaap_TradeNamesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TradeNamesMember", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Trade Names [Member]", "documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof." } } }, "auth_ref": [ "r59", "r984", "r985", "r986", "r987", "r988", "r989", "r990", "r991", "r992", "r993" ] }, "us-gaap_TrademarksAndTradeNamesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TrademarksAndTradeNamesMember", "presentation": [ "http://gnln.com/role/ScheduleOfIdentifiedIntangibleAssetsDetails" ], "lang": { "en-us": { "role": { "label": "Trademarks and Trade Names [Member]", "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style, or rights either acquired through registration of a business name to gain or protect exclusive use thereof." } } }, "auth_ref": [ "r59", "r984", "r985", "r986", "r987", "r988", "r989", "r990", "r991", "r992", "r993" ] }, "dei_TradingSymbol": { "xbrltype": "tradingSymbolItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "TradingSymbol", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Trading Symbol", "documentation": "Trading symbol of an instrument as listed on an exchange." } } }, "auth_ref": [] }, "GNLN_TransferFromAccruedExpensesToDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "TransferFromAccruedExpensesToDebt", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Transfer from accrued expenses to notes payable", "documentation": "Transfer from accrued expenses to debt." } } }, "auth_ref": [] }, "GNLN_TransferFromContingentConsiderationToDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "TransferFromContingentConsiderationToDebt", "crdr": "credit", "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "label": "Transfer from contingent consideration to notes payable", "documentation": "Transfer from contingent consideration to debt." } } }, "auth_ref": [] }, "GNLN_TwoThousandNineteenEquityIncentivePlanMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "TwoThousandNineteenEquityIncentivePlanMember", "presentation": [ "http://gnln.com/role/CompensationPlansDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "2019 Equity Incentive Plan [Member]", "documentation": "2019 Equity Incentive Plan [Member]" } } }, "auth_ref": [] }, "us-gaap_TypeOfArrangementAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "TypeOfArrangementAxis", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative", "http://gnln.com/role/BusinessOperationsAndOrganizationDetailsNarrative", "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Axis]", "documentation": "Information by collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations." } } }, "auth_ref": [ "r530" ] }, "country_US": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/country/2024", "localname": "US", "presentation": [ "http://gnln.com/role/ScheduleOfLong-livedAssetsByGeographicAreaDetails", "http://gnln.com/role/ScheduleOfNetSalesDisaggregatedByGeographyDetails" ], "lang": { "en-us": { "role": { "label": "UNITED STATES" } } }, "auth_ref": [] }, "GNLN_UniversalGrowingMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "UniversalGrowingMember", "presentation": [ "http://gnln.com/role/SupplementalFinancialStatementInformationDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Universal Growing [Member]", "documentation": "Universal Growing [Member]" } } }, "auth_ref": [] }, "us-gaap_UnrealizedGainLossOnInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "UnrealizedGainLossOnInvestments", "crdr": "credit", "calculation": { "http://gnln.com/role/StatementsOfCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 14.0 } }, "presentation": [ "http://gnln.com/role/StatementsOfCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Unrealized loss on equity investments", "label": "Unrealized Gain (Loss) on Investments", "documentation": "Amount of unrealized gain (loss) on investment." } } }, "auth_ref": [ "r10" ] }, "GNLN_UnrealizedGainOrLossOnDerivativeInstrumentMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "UnrealizedGainOrLossOnDerivativeInstrumentMember", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfAccumulatedComprehensiveIncomeLossDetails" ], "lang": { "en-us": { "role": { "label": "Unrealized Gain or Loss on Derivative Instrument [Member]", "documentation": "Unrealized Gain Or Loss On Derivative Instrument [Member]" } } }, "auth_ref": [] }, "us-gaap_UnrecognizedTaxBenefits": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "UnrecognizedTaxBenefits", "crdr": "credit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Unrecognized tax benefits", "documentation": "Amount of unrecognized tax benefits." } } }, "auth_ref": [ "r482", "r499", "r878" ] }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "crdr": "debit", "presentation": [ "http://gnln.com/role/IncomeTaxesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Income tax penalties and interest expense", "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return." } } }, "auth_ref": [ "r497", "r878" ] }, "us-gaap_UnsecuredDebtMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "UnsecuredDebtMember", "presentation": [ "http://gnln.com/role/DebtDetailsNarrative", "http://gnln.com/role/ScheduleOfDebtDetails", "http://gnln.com/role/ScheduleOfMaturitiesOfLong-termDebtDetails" ], "lang": { "en-us": { "role": { "label": "Unsecured Debt [Member]", "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets." } } }, "auth_ref": [] }, "us-gaap_UseOfEstimates": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "UseOfEstimates", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Use of Estimates", "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles." } } }, "auth_ref": [ "r36", "r37", "r38", "r164", "r165", "r167", "r168" ] }, "GNLN_VIBESHoldingsLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "VIBESHoldingsLLCMember", "presentation": [ "http://gnln.com/role/BusinessAcquisitionsAndDispositionsDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "VIBES Holdings LLC [Member]", "documentation": "VIBES Holdings LLC [Member]" } } }, "auth_ref": [] }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "crdr": "credit", "presentation": [ "http://gnln.com/role/ScheduleOfComponentsOfIncomeTaxExpenseBenefitDetails" ], "lang": { "en-us": { "role": { "label": "Change in valuation allowance", "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset." } } }, "auth_ref": [ "r502" ] }, "us-gaap_ValueAddedTaxReceivableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "ValueAddedTaxReceivableCurrent", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails": { "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfOtherCurrentAssetsDetails" ], "lang": { "en-us": { "role": { "label": "VAT refund receivable (Note 2)", "documentation": "Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r950" ] }, "GNLN_ValueAddedTaxesPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://gnln.com/20231231", "localname": "ValueAddedTaxesPayableCurrent", "crdr": "credit", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "VAT payable", "documentation": "Value added taxes payable current." } } }, "auth_ref": [] }, "GNLN_ValueAddedTaxesPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "ValueAddedTaxesPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Value Added Taxes", "documentation": "Value Added Taxes [Policy Text Block]" } } }, "auth_ref": [] }, "us-gaap_VariableLeaseCost": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "VariableLeaseCost", "crdr": "debit", "calculation": { "http://gnln.com/role/ScheduleOfLeaseCostDetails": { "parentTag": "us-gaap_LeaseCost", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://gnln.com/role/ScheduleOfLeaseCostDetails" ], "lang": { "en-us": { "role": { "label": "Variable lease cost", "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases." } } }, "auth_ref": [ "r591", "r889" ] }, "GNLN_VendorDepositsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "VendorDepositsPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Vendor Deposits", "documentation": "Vendor Deposits [Policy Text Block]" } } }, "auth_ref": [] }, "GNLN_VendorSalesIncentivesPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://gnln.com/20231231", "localname": "VendorSalesIncentivesPolicyTextBlock", "presentation": [ "http://gnln.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "lang": { "en-us": { "role": { "label": "Vendor Incentives and Rebates", "documentation": "Vendor Sales Incentives [Policy Text Block]" } } }, "auth_ref": [] }, "us-gaap_WarrantExercisePriceIncrease": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "WarrantExercisePriceIncrease", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Warrant exercise price", "documentation": "Per share increase in exercise price of warrant. Excludes change due to standard antidilution provision." } } }, "auth_ref": [ "r422" ] }, "us-gaap_WarrantsAndRightsOutstandingTerm": { "xbrltype": "durationItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "WarrantsAndRightsOutstandingTerm", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Warrants outstanding, term", "documentation": "Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days." } } }, "auth_ref": [ "r1053", "r1054", "r1055" ] }, "GNLN_WarrantsAndRightsOutstandingVestingTerm": { "xbrltype": "durationItemType", "nsuri": "http://gnln.com/20231231", "localname": "WarrantsAndRightsOutstandingVestingTerm", "presentation": [ "http://gnln.com/role/StockholdersEquityDetailsNarrative" ], "lang": { "en-us": { "role": { "label": "Warrants outstanding, vesting term", "documentation": "Warrants and rights outstanding vesting term." } } }, "auth_ref": [] }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "presentation": [ "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Weighted-average shares of Class A common stock outstanding - dilued", "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period." } } }, "auth_ref": [ "r252", "r263" ] }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2024", "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "presentation": [ "http://gnln.com/role/ScheduleOfEarningsPerShareBasicAndDilutedDetails", "http://gnln.com/role/StatementsOfOperationsAndComprehensiveLoss" ], "lang": { "en-us": { "role": { "label": "Weighted-average shares of Class A common stock outstanding - basic", "verboseLabel": "Weighted average shares of Class A common stock outstanding", "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period." } } }, "auth_ref": [ "r251", "r263" ] }, "GNLN_WorkInProcessMember": { "xbrltype": "domainItemType", "nsuri": "http://gnln.com/20231231", "localname": "WorkInProcessMember", "presentation": [ "http://gnln.com/role/ScheduleOfPropertyPlantAndEquipmentLessDepreciationAndAmortizationDetails" ], "lang": { "en-us": { "role": { "label": "Work In Process [Member]", "documentation": "Work In Process [Member]" } } }, "auth_ref": [] }, "dei_WrittenCommunications": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2024", "localname": "WrittenCommunications", "presentation": [ "http://gnln.com/role/Cover" ], "lang": { "en-us": { "role": { "label": "Written Communications", "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act." } } }, "auth_ref": [ "r938" ] } } } }, "std_ref": { "r0": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482338/360-10-05-4" }, "r1": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "13", "SubTopic": "10", "Topic": "480", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481766/480-10-25-13" }, "r2": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "SubTopic": "230", "Topic": "830", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477401/830-230-45-1" }, "r3": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10A", "SubTopic": "10", "Topic": "220", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-10A" }, "r4": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10A", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "220", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-10A" }, "r5": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-14" }, "r6": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Subparagraph": "(f)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r7": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Subparagraph": "(g)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r8": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "SubTopic": "10", "Topic": "810", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-20" }, "r9": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-28" }, "r10": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-28" }, "r11": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-1" }, "r12": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "470", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481544/470-10-50-1" }, "r13": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "718", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-1" }, "r14": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)(2)", "SubTopic": "10", "Topic": "810", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r15": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)(3)", "SubTopic": "10", "Topic": "810", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r16": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "810", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r17": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "SubTopic": "10", "Topic": "505", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-2" }, "r18": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "15", "SubTopic": "10", "Topic": "220", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482739/220-10-55-15" }, "r19": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(22))", "SubTopic": "10", "Topic": "210", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r20": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "220", "SubTopic": "10", "Section": "45", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-14" }, "r21": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "220", "SubTopic": "10", "Section": "45", "Paragraph": "14A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-14A" }, "r22": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "220", "SubTopic": "10", "Section": "45", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-5" }, "r23": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-14" }, "r24": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r25": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r26": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-4" }, "r27": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-1" }, "r28": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-2" }, "r29": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-3" }, "r30": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-4" }, "r31": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-5" }, "r32": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "260", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482662/260-10-50-1" }, "r33": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "260", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482662/260-10-50-2" }, "r34": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-18" }, "r35": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-20" }, "r36": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-4" }, "r37": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-8" }, "r38": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-9" }, "r39": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r40": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-25" }, "r41": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "30", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r42": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "40", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-40" }, "r43": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "280", "SubTopic": "10", "Section": "50", "Paragraph": "41", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-41" }, "r44": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482130/360-10-45-4" }, "r45": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-1" }, "r46": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "360", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-1" }, "r47": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "470", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481544/470-10-50-5" }, "r48": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-3" }, "r49": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-8" }, "r50": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480008/505-10-S99-1" }, "r51": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "710", "SubTopic": "10", "Section": "25", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483070/710-10-25-11" }, "r52": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-1" }, "r53": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r54": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r55": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r56": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479328/805-10-50-2" }, "r57": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479328/805-10-50-2" }, "r58": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479328/805-10-50-3" }, "r59": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "20", "Section": "55", "Paragraph": "14", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479876/805-20-55-14" }, "r60": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "20", "Section": "55", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479876/805-20-55-20" }, "r61": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "30", "Section": "25", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479668/805-30-25-6" }, "r62": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-15" }, "r63": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "45", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-16" }, "r64": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "45", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-21" }, "r65": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1" }, "r66": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "50", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1B" }, "r67": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4I", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4I" }, "r68": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4J", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4J" }, "r69": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4K", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4K" }, "r70": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4M", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4M" }, "r71": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482907/825-10-50-20" }, "r72": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "21", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482907/825-10-50-21" }, "r73": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "850", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-3" }, "r74": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "860", "SubTopic": "30", "Section": "25", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481557/860-30-25-8" }, "r75": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "470", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477734/942-470-50-3" }, "r76": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "470", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477734/942-470-50-3" }, "r77": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/205/tableOfContent" }, "r78": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/205-20/tableOfContent" }, "r79": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483499/205-20-50-1" }, "r80": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(19)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r81": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(19)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r82": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r83": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r84": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(21))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r85": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(22)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r86": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r87": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r88": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r89": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(26))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r90": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r91": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r92": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r93": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r94": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r95": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(31))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r96": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(32))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r97": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-11" }, "r98": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r99": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r100": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r101": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(2)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r102": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r103": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r104": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r105": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r106": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r107": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "12", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-12" }, "r108": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-13" }, "r109": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r110": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-24" }, "r111": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-25" }, "r112": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-28" }, "r113": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "235", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/235/tableOfContent" }, "r114": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "275", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-18" }, "r115": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-41" }, "r116": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 4.E)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480418/310-10-S99-2" }, "r117": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.BB)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480581/330-10-S99-2" }, "r118": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482130/360-10-45-15" }, "r119": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-1" }, "r120": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-2" }, "r121": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.CC)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480091/360-10-S99-2" }, "r122": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "440", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/440/tableOfContent" }, "r123": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "470", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/470/tableOfContent" }, "r124": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/505/tableOfContent" }, "r125": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-6" }, "r126": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-7" }, "r127": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480008/505-10-S99-1" }, "r128": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "4", "Subparagraph": "(SAB Topic 4.C)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480008/505-10-S99-4" }, "r129": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "710", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "30", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483043/710-10-30-1" }, "r130": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "718", "SubTopic": "10", "Subparagraph": "(f)(2)", "Name": "Accounting Standards Codification", "Paragraph": "2", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r131": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/805/tableOfContent" }, "r132": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479515/805-10-05-4" }, "r133": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479515/805-10-05-4" }, "r134": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479515/805-10-05-4" }, "r135": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479515/805-10-05-4" }, "r136": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479613/805-30-35-1" }, "r137": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479581/805-30-50-1" }, "r138": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/810/tableOfContent" }, "r139": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-19" }, "r140": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r141": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r142": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r143": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r144": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r145": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r146": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r147": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r148": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r149": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(13)(h))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r150": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r151": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r152": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r153": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r154": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r155": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r156": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-11B" }, "r157": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-15" }, "r158": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-6" }, "r159": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "SubTopic": "10", "Topic": "321", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479567/321-10-45-1" }, "r160": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Subparagraph": "(a)", "SubTopic": "20", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482659/740-20-45-2" }, "r161": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "SubTopic": "210", "Topic": "946", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477796/946-210-45-20" }, "r162": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "6", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "270", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482989/270-10-45-6" }, "r163": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "SubTopic": "35", "Topic": "720", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483406/720-35-50-1" }, "r164": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-1" }, "r165": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-1" }, "r166": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "SubTopic": "360", "Topic": "958", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477798/958-360-50-1" }, "r167": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-11" }, "r168": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-12" }, "r169": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4C", "Subparagraph": "(c)", "SubTopic": "10", "Topic": "815", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480434/815-10-50-4C" }, "r170": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "SubTopic": "360", "Topic": "958", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477798/958-360-50-6" }, "r171": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-9" }, "r172": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h))", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r173": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "a", "Publisher": "SEC" }, "r174": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479343/105-10-65-6" }, "r175": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479343/105-10-65-6" }, "r176": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483499/205-20-50-1" }, "r177": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483499/205-20-50-7" }, "r178": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-1" }, "r179": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-5" }, "r180": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483489/210-10-50-1" }, "r181": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r182": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r183": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(14))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r184": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r185": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r186": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r187": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r188": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r189": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r190": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(27)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r191": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r192": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r193": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r194": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r195": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r196": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r197": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r198": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r199": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r200": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-10A" }, "r201": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-11" }, "r202": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-15" }, "r203": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-1A" }, "r204": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-1A" }, "r205": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-1A" }, "r206": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-1B" }, "r207": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482790/220-10-45-1B" }, "r208": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-1" }, "r209": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-4" }, "r210": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-5" }, "r211": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-6" }, "r212": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r213": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r214": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r215": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r216": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r217": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB Topic 6.B)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-5" }, "r218": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-17" }, "r219": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-19" }, "r220": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-2" }, "r221": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-24" }, "r222": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-25" }, "r223": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-2" }, "r224": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-2A" }, "r225": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-8" }, "r226": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483426/235-10-50-1" }, "r227": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r228": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(e)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r229": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r230": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r231": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r232": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r233": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r234": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r235": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r236": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-04(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-3" }, "r237": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-23" }, "r238": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-24" }, "r239": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-5" }, "r240": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-1" }, "r241": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-1" }, "r242": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-11" }, "r243": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-11" }, "r244": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-3" }, "r245": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-4" }, "r246": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-6" }, "r247": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-7" }, "r248": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-7" }, "r249": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-8" }, "r250": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-9" }, "r251": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-10" }, "r252": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-16" }, "r253": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-2" }, "r254": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-3" }, "r255": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "40", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-40" }, "r256": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "40", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-40" }, "r257": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "40", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-40" }, "r258": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "40", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-40" }, "r259": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-60B" }, "r260": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-60B" }, "r261": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-60B" }, "r262": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-7" }, "r263": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482662/260-10-50-1" }, "r264": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482662/260-10-50-1" }, "r265": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482635/260-10-55-15" }, "r266": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "270", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482964/270-10-50-1" }, "r267": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483014/272-10-45-1" }, "r268": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482987/272-10-50-1" }, "r269": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482987/272-10-50-3" }, "r270": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/280/tableOfContent" }, "r271": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-15" }, "r272": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-21" }, "r273": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-21" }, "r274": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r275": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r276": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r277": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r278": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r279": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r280": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r281": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r282": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r283": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(j)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r284": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "25", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-25" }, "r285": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "25", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-25" }, "r286": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "26", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-26" }, "r287": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "26A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-26A" }, "r288": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "26B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-26B" }, "r289": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "26C", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-26C" }, "r290": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r291": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r292": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r293": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r294": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r295": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r296": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-29" }, "r297": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r298": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r299": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r300": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r301": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-31" }, "r302": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r303": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(ee)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r304": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r305": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "34", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-34" }, "r306": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "36", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-36" }, "r307": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "40", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-40" }, "r308": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-41" }, "r309": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-41" }, "r310": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-41" }, "r311": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "42", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-42" }, "r312": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481990/310-10-45-13" }, "r313": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-4" }, "r314": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "321", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479536/321-10-50-3" }, "r315": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "321", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479536/321-10-50-3" }, "r316": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481687/323-10-50-3" }, "r317": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481687/323-10-50-3" }, "r318": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481687/323-10-50-3" }, "r319": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481687/323-10-50-3" }, "r320": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479654/326-10-65-4" }, "r321": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479654/326-10-65-5" }, "r322": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479344/326-20-45-1" }, "r323": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479319/326-20-50-13" }, "r324": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/330/tableOfContent" }, "r325": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483080/330-10-50-1" }, "r326": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "330", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483080/330-10-50-4" }, "r327": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "05", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482955/340-10-05-5" }, "r328": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "340", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483032/340-10-45-1" }, "r329": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480265/350-10-S45-1" }, "r330": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r331": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r332": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r333": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r334": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r335": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r336": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r337": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r338": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482573/350-20-50-1" }, "r339": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482686/350-30-45-1" }, "r340": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482686/350-30-45-2" }, "r341": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r342": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r343": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r344": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r345": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r346": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r347": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r348": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r349": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r350": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-3" }, "r351": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "350", "SubTopic": "60", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147476166/350-60-65-1" }, "r352": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-3" }, "r353": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r354": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r355": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r356": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r357": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r358": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482017/420-10-50-1" }, "r359": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "420", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 5.P.4.d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479823/420-10-S99-2" }, "r360": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482648/440-10-50-4" }, "r361": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482648/440-10-50-4" }, "r362": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483076/450-20-50-4" }, "r363": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483076/450-20-50-9" }, "r364": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480102/450-20-S99-1" }, "r365": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480102/450-20-S99-1" }, "r366": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481544/470-10-50-6" }, "r367": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481544/470-10-50-6" }, "r368": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r369": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r370": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r371": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r372": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1B" }, "r373": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1B" }, "r374": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1B" }, "r375": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1B" }, "r376": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1B" }, "r377": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r378": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r379": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r380": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r381": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r382": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r383": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r384": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r385": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r386": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1C", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1C" }, "r387": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1C", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1C" }, "r388": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1C", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1C" }, "r389": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1D" }, "r390": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1D" }, "r391": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1D" }, "r392": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1E" }, "r393": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1E" }, "r394": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1E" }, "r395": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1E" }, "r396": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1F" }, "r397": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1F" }, "r398": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1F" }, "r399": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1F" }, "r400": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1I", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1I" }, "r401": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1I", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1I" }, "r402": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1I", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1I" }, "r403": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1I", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1I" }, "r404": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-4" }, "r405": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-4" }, "r406": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-4" }, "r407": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r408": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r409": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r410": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r411": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r412": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r413": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r414": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-14" }, "r415": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-14" }, "r416": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-14" }, "r417": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "16", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-16" }, "r418": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-18" }, "r419": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-18" }, "r420": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-18" }, "r421": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-2" }, "r422": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-3" }, "r423": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480008/505-10-S99-1" }, "r424": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479837/606-10-45-1" }, "r425": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479837/606-10-45-2" }, "r426": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479806/606-10-50-4" }, "r427": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479806/606-10-50-5" }, "r428": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479806/606-10-50-8" }, "r429": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "710", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/710/tableOfContent" }, "r430": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "710", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482969/710-10-50-1" }, "r431": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r432": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r433": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r434": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(A)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r435": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(B)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r436": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(C)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r437": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r438": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(n)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r439": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480576/715-80-50-5" }, "r440": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/718/tableOfContent" }, "r441": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "1D", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480483/718-10-35-1D" }, "r442": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480483/718-10-35-3" }, "r443": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r444": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r445": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r446": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r447": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r448": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r449": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r450": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r451": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r452": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r453": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r454": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(04)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r455": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r456": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r457": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r458": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r459": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r460": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r461": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r462": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r463": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r464": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r465": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r466": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r467": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r468": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r469": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r470": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r471": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(v)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r472": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r473": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r474": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.C.Q3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479830/718-10-S99-1" }, "r475": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.1.Q5)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479830/718-10-S99-1" }, "r476": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479830/718-10-S99-1" }, "r477": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.D.3.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479830/718-10-S99-1" }, "r478": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 14.F)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479830/718-10-S99-1" }, "r479": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "720", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483359/720-20-50-1" }, "r480": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "720", "SubTopic": "35", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483406/720-35-50-1" }, "r481": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/740/tableOfContent" }, "r482": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482525/740-10-45-10B" }, "r483": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482525/740-10-45-15" }, "r484": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482525/740-10-45-25" }, "r485": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482525/740-10-45-28" }, "r486": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-10" }, "r487": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-10A" }, "r488": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12" }, "r489": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12" }, "r490": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12A" }, "r491": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12A", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12A" }, "r492": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12A", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12A" }, "r493": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12A", "Subparagraph": "(a)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12A" }, "r494": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12B" }, "r495": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12C", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12C" }, "r496": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-14" }, "r497": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-15" }, "r498": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-15" }, "r499": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-15A" }, "r500": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "17", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-17" }, "r501": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-19" }, "r502": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-2" }, "r503": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-2" }, "r504": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-2" }, "r505": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-20" }, "r506": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-21" }, "r507": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-22" }, "r508": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-23" }, "r509": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-3" }, "r510": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-9" }, "r511": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-9" }, "r512": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482615/740-10-65-8" }, "r513": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482615/740-10-65-8" }, "r514": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.5.Q1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479360/740-10-S99-1" }, "r515": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479360/740-10-S99-1" }, "r516": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 11.C)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479360/740-10-S99-2" }, "r517": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "270", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477891/740-270-50-1" }, "r518": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482603/740-30-50-2" }, "r519": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478758/740-323-25-1" }, "r520": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478666/740-323-65-2" }, "r521": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478666/740-323-65-2" }, "r522": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478666/740-323-65-2" }, "r523": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478666/740-323-65-2" }, "r524": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478666/740-323-65-2" }, "r525": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479907/805-20-50-5" }, "r526": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479581/805-30-50-1" }, "r527": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479581/805-30-50-4" }, "r528": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "60", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147476176/805-60-65-1" }, "r529": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "60", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147476176/805-60-65-1" }, "r530": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "808", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479402/808-10-50-1" }, "r531": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-19" }, "r532": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-25" }, "r533": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481231/810-10-45-25" }, "r534": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r535": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-1A" }, "r536": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-3" }, "r537": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481203/810-10-50-3" }, "r538": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r539": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r540": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r541": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r542": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r543": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(i)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480528/815-20-65-6" }, "r544": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480237/815-40-50-6" }, "r545": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480175/815-40-65-1" }, "r546": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480175/815-40-65-1" }, "r547": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480175/815-40-65-1" }, "r548": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "54B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482134/820-10-35-54B" }, "r549": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r550": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r551": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r552": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r553": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r554": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r555": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r556": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r557": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r558": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r559": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r560": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r561": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r562": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2E", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2E" }, "r563": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-3" }, "r564": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-3" }, "r565": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-6A" }, "r566": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-6A" }, "r567": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-6A" }, "r568": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-6A" }, "r569": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-6A" }, "r570": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482907/825-10-50-28" }, "r571": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/830/tableOfContent" }, "r572": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "230", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477401/830-230-45-1" }, "r573": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-17" }, "r574": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-20" }, "r575": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-20" }, "r576": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-20" }, "r577": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-20" }, "r578": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481674/830-30-50-1" }, "r579": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481674/830-30-50-2" }, "r580": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482925/835-30-45-1A" }, "r581": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482925/835-30-45-2" }, "r582": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482900/835-30-50-1" }, "r583": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479832/842-10-65-8" }, "r584": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479832/842-10-65-8" }, "r585": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/842-20/tableOfContent" }, "r586": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "12A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479165/842-20-35-12A" }, "r587": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479041/842-20-45-1" }, "r588": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479041/842-20-45-1" }, "r589": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r590": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r591": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r592": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(g)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r593": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(g)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r594": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-6" }, "r595": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-7A" }, "r596": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(3)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483550/848-10-65-2" }, "r597": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-1" }, "r598": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-1" }, "r599": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-2" }, "r600": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-3" }, "r601": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/855/tableOfContent" }, "r602": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483399/855-10-50-2" }, "r603": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483399/855-10-50-2" }, "r604": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r605": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r606": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r607": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r608": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481420/860-30-50-7" }, "r609": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481420/860-30-50-9" }, "r610": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "910", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482546/910-10-50-6" }, "r611": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "912", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478345/912-310-45-11" }, "r612": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "912", "SubTopic": "330", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478411/912-330-50-1" }, "r613": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "924", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 11.L)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479941/924-10-S99-1" }, "r614": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "926", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483154/926-20-50-5" }, "r615": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "928", "SubTopic": "340", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478859/928-340-50-1" }, "r616": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478934/932-220-50-1" }, "r617": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-18" }, "r618": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-18" }, "r619": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-18" }, "r620": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-19" }, "r621": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r622": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r623": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r624": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r625": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r626": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "23", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-23" }, "r627": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r628": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r629": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r630": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r631": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r632": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-31" }, "r633": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r634": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r635": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r636": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r637": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r638": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-5" }, "r639": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-6" }, "r640": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-7" }, "r641": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-8" }, "r642": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-8" }, "r643": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-8" }, "r644": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "280", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478657/932-280-50-1" }, "r645": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478988/932-323-50-1" }, "r646": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "940", "SubTopic": "820", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478119/940-820-50-1" }, "r647": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r648": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r649": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(26))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r650": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(27))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478524/942-220-S99-1" }, "r651": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-05(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477314/942-235-S99-1" }, "r652": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478451/942-360-50-1" }, "r653": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(1)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r654": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r655": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(12))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r656": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r657": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r658": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r659": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(21))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r660": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r661": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r662": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r663": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r664": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r665": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r666": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r667": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r668": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r669": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r670": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r671": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r672": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r673": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r674": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r675": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(21))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r676": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r677": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r678": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(3)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r679": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477250/944-220-S99-1" }, "r680": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r681": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r682": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r683": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r684": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r685": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r686": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column G))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r687": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column H))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r688": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column I))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r689": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column J))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r690": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-16(Column K))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-1" }, "r691": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r692": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r693": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r694": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r695": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r696": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477965/944-235-S99-2" }, "r697": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4E", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4E" }, "r698": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-5" }, "r699": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r700": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r701": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r702": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r703": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r704": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r705": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(h)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480016/944-40-65-2" }, "r706": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.W.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479583/944-40-S99-1" }, "r707": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "825", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477351/944-825-50-1B" }, "r708": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480424/946-10-50-1" }, "r709": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480424/946-10-50-2" }, "r710": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r711": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(f)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r712": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(f)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r713": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(f)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r714": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(h)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r715": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r716": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r717": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r718": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479886/946-10-S99-3" }, "r719": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480990/946-20-50-11" }, "r720": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480990/946-20-50-13" }, "r721": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478009/946-205-45-3" }, "r722": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478009/946-205-45-3" }, "r723": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478009/946-205-45-4" }, "r724": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-2" }, "r725": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "27", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-27" }, "r726": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r727": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r728": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r729": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r730": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r731": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r732": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r733": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478494/946-205-50-7" }, "r734": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477796/946-210-45-21" }, "r735": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477796/946-210-45-4" }, "r736": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-1" }, "r737": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-2" }, "r738": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-6" }, "r739": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-6" }, "r740": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-6" }, "r741": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r742": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r743": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r744": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r745": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r746": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r747": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(14))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r748": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r749": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(16)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r750": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r751": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r752": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r753": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r754": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r755": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r756": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r757": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r758": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(5)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r759": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r760": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r761": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r762": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r763": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r764": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r765": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r766": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r767": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r768": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-2" }, "r769": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-2" }, "r770": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479105/946-220-45-3" }, "r771": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479105/946-220-45-7" }, "r772": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478297/946-220-50-3" }, "r773": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r774": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r775": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r776": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r777": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r778": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r779": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r780": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r781": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r782": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r783": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r784": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r785": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r786": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r787": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-1" }, "r788": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(1)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r789": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r790": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r791": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r792": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477968/946-235-50-2" }, "r793": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477968/946-235-50-2" }, "r794": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477802/946-310-45-1" }, "r795": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-1" }, "r796": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column C)(Footnote 5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-1" }, "r797": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "12", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-12" }, "r798": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "19", "Subparagraph": "(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-19" }, "r799": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-2" }, "r800": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column C)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-2" }, "r801": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-3" }, "r802": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-3" }, "r803": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-3" }, "r804": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-6" }, "r805": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column F)(Footnote 7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-6" }, "r806": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-1" }, "r807": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-2" }, "r808": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-2" }, "r809": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-2" }, "r810": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-2" }, "r811": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-3" }, "r812": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478448/946-505-50-6" }, "r813": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "948", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-29(Column A)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479628/948-310-S99-1" }, "r814": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479196/954-310-45-1" }, "r815": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478785/954-310-50-2" }, "r816": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "440", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478522/954-440-50-1" }, "r817": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r818": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r819": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r820": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r821": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column E)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r822": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r823": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r824": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column G))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r825": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column H))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r826": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column I))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478979/970-360-S99-1" }, "r827": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "976", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477332/976-310-50-1" }, "r828": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "978", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479230/978-310-50-1" }, "r829": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "985", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481283/985-20-50-2" }, "r830": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483426/235-10-50-4" }, "r831": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(a)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-13H" }, "r832": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(b)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-13H" }, "r833": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-1" }, "r834": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-1" }, "r835": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-1" }, "r836": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "8", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483467/210-10-45-8" }, "r837": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483444/210-20-55-16" }, "r838": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483444/210-20-55-21" }, "r839": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483444/210-20-55-22" }, "r840": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483426/235-10-50-4" }, "r841": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483426/235-10-50-4" }, "r842": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483426/235-10-50-4" }, "r843": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "52", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482635/260-10-55-52" }, "r844": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r845": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-31" }, "r846": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-47" }, "r847": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-47" }, "r848": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(bb)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-47" }, "r849": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-47" }, "r850": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "47", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-47" }, "r851": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "48", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-48" }, "r852": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "49", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-49" }, "r853": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "54", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-54" }, "r854": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "54", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-54" }, "r855": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "54", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-54" }, "r856": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "54", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482785/280-10-55-54" }, "r857": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481933/310-10-55-12A" }, "r858": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "350", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482548/350-20-55-24" }, "r859": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "40", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482640/350-30-55-40" }, "r860": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r861": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69B", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481568/470-20-55-69B" }, "r862": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69C", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481568/470-20-55-69C" }, "r863": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69E", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481568/470-20-55-69E" }, "r864": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69F", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481568/470-20-55-69F" }, "r865": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481112/505-10-50-13" }, "r866": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479777/606-10-55-91" }, "r867": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479777/606-10-55-91" }, "r868": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479777/606-10-55-91" }, "r869": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r870": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r871": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480482/715-20-55-17" }, "r872": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480576/715-80-50-11" }, "r873": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480576/715-80-50-6" }, "r874": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480547/715-80-55-8" }, "r875": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r876": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r877": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "720", "SubTopic": "35", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483385/720-35-55-1" }, "r878": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "217", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482663/740-10-55-217" }, "r879": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "231", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482663/740-10-55-231" }, "r880": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4J", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4J" }, "r881": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4K", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481175/810-10-55-4K" }, "r882": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "100", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-100" }, "r883": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "100", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-100" }, "r884": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "103", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-103" }, "r885": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "107", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-107" }, "r886": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "107", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-107" }, "r887": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "107", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482078/820-10-55-107" }, "r888": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482949/835-30-55-8" }, "r889": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "53", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479589/842-20-55-53" }, "r890": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481372/852-10-55-10" }, "r891": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-17" }, "r892": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-21" }, "r893": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "29", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-29" }, "r894": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477215/932-235-50-3" }, "r895": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477916/932-235-55-2" }, "r896": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477916/932-235-55-4" }, "r897": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477916/932-235-55-5" }, "r898": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477916/932-235-55-6" }, "r899": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479401/944-30-55-2" }, "r900": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-13H" }, "r901": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "29F", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-29F" }, "r902": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9C", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-9C" }, "r903": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9C", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-9C" }, "r904": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9C", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-9C" }, "r905": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9C", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-9C" }, "r906": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "9E", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480046/944-40-55-9E" }, "r907": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480078/944-80-55-18" }, "r908": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-1" }, "r909": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478795/946-210-50-6" }, "r910": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477439/946-210-55-1" }, "r911": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477802/946-310-45-1" }, "r912": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-1" }, "r913": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-2" }, "r914": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-3" }, "r915": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-6" }, "r916": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479168/946-830-55-10" }, "r917": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479168/946-830-55-11" }, "r918": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479168/946-830-55-12" }, "r919": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12" }, "r920": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b" }, "r921": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-2" }, "r922": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-23" }, "r923": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "d1-1" }, "r924": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "g" }, "r925": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12, 13, 15d" }, "r926": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "13e", "Subsection": "4c" }, "r927": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "14a", "Subsection": "12" }, "r928": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "14d", "Subsection": "2b" }, "r929": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "15", "Subsection": "d" }, "r930": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-K", "Number": "249", "Section": "310" }, "r931": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-Q", "Number": "240", "Section": "308", "Subsection": "a" }, "r932": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Number": "249", "Section": "220", "Subsection": "f" }, "r933": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Number": "249", "Section": "240", "Subsection": "f" }, "r934": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Section": "13", "Subsection": "a-1" }, "r935": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w" }, "r936": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-T", "Number": "232", "Section": "405" }, "r937": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "405" }, "r938": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "425" }, "r939": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "7A", "Section": "B", "Subsection": "2" }, "r940": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483014/272-10-45-3" }, "r941": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-2" }, "r942": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-2" }, "r943": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-2" }, "r944": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "12", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-12" }, "r945": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-15" }, "r946": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482861/275-10-50-18" }, "r947": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "SubTopic": "825", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477351/944-825-50-1B" }, "r948": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r949": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r950": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(3)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r951": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r952": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480566/210-10-S99-1" }, "r953": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-4" }, "r954": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-5" }, "r955": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482765/220-10-50-6" }, "r956": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r957": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483621/220-10-S99-2" }, "r958": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-14" }, "r959": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-28" }, "r960": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482740/230-10-45-28" }, "r961": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482913/230-10-50-8" }, "r962": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r963": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(f))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r964": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r965": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480678/235-10-S99-1" }, "r966": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-23" }, "r967": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-24" }, "r968": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483421/250-10-45-5" }, "r969": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483443/250-10-50-6" }, "r970": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "55", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482689/260-10-45-55" }, "r971": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482662/260-10-50-1" }, "r972": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "270", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482964/270-10-50-1" }, "r973": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-18" }, "r974": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-22" }, "r975": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-30" }, "r976": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(ee)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r977": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482810/280-10-50-32" }, "r978": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481990/310-10-45-13" }, "r979": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481990/310-10-45-2" }, "r980": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-2" }, "r981": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481962/310-10-50-2" }, "r982": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "310", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481569/310-20-50-1" }, "r983": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481687/323-10-50-3" }, "r984": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482686/350-30-45-1" }, "r985": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r986": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r987": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r988": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r989": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-1" }, "r990": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r991": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r992": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r993": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-2" }, "r994": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "350", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482665/350-30-50-3" }, "r995": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482099/360-10-50-2" }, "r996": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "405", "SubTopic": "30", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/405-30/tableOfContent" }, "r997": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r998": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r999": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "405", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477092/405-40-50-1" }, "r1000": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "410", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481931/410-30-50-10" }, "r1001": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org/450/tableOfContent" }, "r1002": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483076/450-20-50-9" }, "r1003": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480102/450-20-S99-1" }, "r1004": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r1005": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480097/470-10-S99-1A" }, "r1006": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1B" }, "r1007": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481139/470-20-50-1D" }, "r1008": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479806/606-10-50-5" }, "r1009": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479777/606-10-55-91" }, "r1010": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(n)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480506/715-20-50-1" }, "r1011": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1012": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1013": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1014": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1015": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1016": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1017": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1018": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1019": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1020": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1021": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(04)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1022": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1023": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1024": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1025": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1026": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1027": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1028": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1029": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1030": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1031": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1032": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1033": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1034": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1035": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1036": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(v)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480429/718-10-50-2" }, "r1037": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "720", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483384/720-30-45-1" }, "r1038": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12" }, "r1039": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12" }, "r1040": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12A", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-12A" }, "r1041": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-2" }, "r1042": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-2" }, "r1043": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-3" }, "r1044": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-6" }, "r1045": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482685/740-10-50-9" }, "r1046": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-1A" }, "r1047": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-1A" }, "r1048": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-1A" }, "r1049": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "323", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478156/740-323-50-1A" }, "r1050": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480175/815-40-65-1" }, "r1051": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1052": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1053": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1054": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1055": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1056": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2" }, "r1057": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2E", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-2E" }, "r1058": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482106/820-10-50-3" }, "r1059": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482907/825-10-50-28" }, "r1060": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481694/830-30-45-20" }, "r1061": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481674/830-30-50-1" }, "r1062": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482925/835-30-45-1A" }, "r1063": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482925/835-30-45-2" }, "r1064": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482925/835-30-45-3" }, "r1065": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147482900/835-30-50-1" }, "r1066": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479041/842-20-45-4" }, "r1067": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-4" }, "r1068": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478964/842-20-50-6" }, "r1069": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "842", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479773/842-30-50-3" }, "r1070": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-1" }, "r1071": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-1" }, "r1072": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-2" }, "r1073": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147483326/850-10-50-3" }, "r1074": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481404/852-10-50-7" }, "r1075": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481404/852-10-50-7" }, "r1076": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r1077": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r1078": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-3" }, "r1079": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-4" }, "r1080": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-4" }, "r1081": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147481326/860-20-50-4" }, "r1082": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478546/942-210-S99-1" }, "r1083": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(16)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r1084": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r1085": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r1086": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478777/944-210-S99-1" }, "r1087": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479432/944-30-50-2B" }, "r1088": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4B" }, "r1089": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4B" }, "r1090": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4C", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4C" }, "r1091": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4D" }, "r1092": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4G", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-4G" }, "r1093": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-5" }, "r1094": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-5" }, "r1095": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-5" }, "r1096": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-5" }, "r1097": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1098": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1099": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1100": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1101": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1102": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1103": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1104": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-6" }, "r1105": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1106": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1107": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1108": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1109": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1110": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7A" }, "r1111": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7B" }, "r1112": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7B" }, "r1113": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480081/944-40-50-7B" }, "r1114": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480109/944-80-50-2" }, "r1115": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147480109/944-80-50-2" }, "r1116": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147478009/946-205-45-4" }, "r1117": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r1118": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479170/946-210-S99-1" }, "r1119": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r1120": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147479134/946-220-S99-3" }, "r1121": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-1" }, "r1122": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-2" }, "r1123": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 1)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-3" }, "r1124": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org/1943274/2147477271/946-320-S99-6" } } } ZIP 88 0001493152-24-028387-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001493152-24-028387-xbrl.zip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

[9 M"6?GXG4S'24Q\3SGBG:U,L#^+(=F.34W'A>0:! /S08OD4HQ7>(2!ZD;;7?P M1/BEV*R5T=AXZR)$,PB%MHMW@E)I0R/<1Q

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end XML 89 form10-k_htm.xml IDEA: XBRL DOCUMENT 0001743745 2023-01-01 2023-12-31 0001743745 2024-06-30 0001743745 2024-07-18 0001743745 2023-12-31 0001743745 2022-12-31 0001743745 us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:CommonClassAMember 2022-12-31 0001743745 us-gaap:CommonClassBMember 2023-12-31 0001743745 us-gaap:CommonClassBMember 2022-12-31 0001743745 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001743745 us-gaap:RetainedEarningsMember 2021-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2021-12-31 0001743745 2021-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001743745 us-gaap:RetainedEarningsMember 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 GNLN:ATMProgramMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 GNLN:June2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:RetainedEarningsMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:NoncontrollingInterestMember GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 GNLN:October2022OfferingMember 2022-01-01 2022-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001743745 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001743745 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001743745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001743745 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001743745 us-gaap:RetainedEarningsMember 2023-12-31 0001743745 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001743745 us-gaap:NoncontrollingInterestMember 2023-12-31 0001743745 us-gaap:CommonClassBMember 2021-08-31 0001743745 us-gaap:CommonClassCMember 2023-12-31 0001743745 us-gaap:CommonClassAMember 2021-08-31 0001743745 GNLN:GreenlaneMember us-gaap:CommonClassAMember 2022-12-31 0001743745 2022-08-04 2022-08-04 0001743745 us-gaap:CommonClassAMember 2021-08-31 2022-12-31 0001743745 us-gaap:CommonClassAMember GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 2022-06-27 0001743745 srt:MaximumMember GNLN:PreFundedWarrantsMember GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 0001743745 srt:MaximumMember GNLN:StandardWarrantsMember GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-06-27 2022-06-27 0001743745 us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 2022-10-27 0001743745 srt:MaximumMember GNLN:PreFundedWarrantsMember us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 0001743745 srt:MaximumMember GNLN:StandardWarrantsMember us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2022-10-27 2022-10-27 0001743745 us-gaap:CommonClassAMember GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-06-29 0001743745 srt:MaximumMember GNLN:PreFundedWarrantsMember GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 0001743745 srt:MaximumMember GNLN:StandardWarrantsMember us-gaap:CommonClassAMember GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-06-29 0001743745 GNLN:JulyTwentyTwentyThreeOfferingMember GNLN:SecuritiesPurchaseAgreementMember 2023-06-29 2023-07-03 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2022-08-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-02-09 2023-02-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-02-09 0001743745 us-gaap:SecuredDebtMember GNLN:LoanAgreementMember 2023-08-07 2023-08-07 0001743745 us-gaap:InvestorMember 2023-02-16 2023-02-16 0001743745 2023-07-31 0001743745 2023-08-31 0001743745 2023-10-31 0001743745 2023-11-30 0001743745 srt:MinimumMember GNLN:AirgraftIncMember us-gaap:IPOMember 2023-01-01 2023-12-31 0001743745 srt:MaximumMember GNLN:AirgraftIncMember us-gaap:IPOMember 2023-01-01 2023-12-31 0001743745 GNLN:AirgraftIncMember us-gaap:IPOMember 2023-12-31 0001743745 GNLN:AirgraftIncMember us-gaap:IPOMember 2022-12-31 0001743745 GNLN:OneCustomerMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001743745 GNLN:OneCustomerMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001743745 GNLN:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001743745 GNLN:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001743745 GNLN:CustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001743745 GNLN:CustomerThreeMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-04-07 0001743745 GNLN:EyceLLCMember us-gaap:CommonClassAMember GNLN:AssetPurchaseAgreementMember 2022-04-07 2022-04-07 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-04-07 2022-04-07 0001743745 GNLN:EyceLLCMember GNLN:AssetPurchaseAgreementMember 2022-01-01 2022-12-31 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-07-19 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-07-19 2022-07-19 0001743745 GNLN:VIBESHoldingsLLCMember GNLN:SaleAgreementMember 2022-01-01 2022-12-31 0001743745 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001743745 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001743745 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001743745 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001743745 2022-01-01 2022-06-30 0001743745 2019-01-01 2019-12-31 0001743745 GNLN:ContingentConsiderationMember 2021-12-31 0001743745 GNLN:EyceLLCMember GNLN:ContingentConsiderationMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 GNLN:EyceLLCMember GNLN:ContingentConsiderationMember 2022-01-01 2022-12-31 0001743745 GNLN:OrganicixLLCMember GNLN:ContingentConsiderationMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2022-01-01 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2022-12-31 0001743745 GNLN:ContingentConsiderationMember 2023-01-01 2023-12-31 0001743745 GNLN:ContingentConsiderationMember 2023-12-31 0001743745 srt:MinimumMember 2023-12-31 0001743745 srt:MaximumMember 2023-12-31 0001743745 2022-11-03 2022-11-03 0001743745 us-gaap:SecuredDebtMember 2023-12-31 0001743745 us-gaap:SecuredDebtMember 2022-12-31 0001743745 GNLN:DaVinciLLCMember us-gaap:NotesPayableOtherPayablesMember 2023-12-31 0001743745 GNLN:DaVinciLLCMember us-gaap:NotesPayableOtherPayablesMember 2022-12-31 0001743745 GNLN:EyceLLCMember us-gaap:NotesPayableOtherPayablesMember 2023-12-31 0001743745 GNLN:EyceLLCMember us-gaap:NotesPayableOtherPayablesMember 2022-12-31 0001743745 us-gaap:UnsecuredDebtMember 2023-12-31 0001743745 us-gaap:UnsecuredDebtMember 2022-12-31 0001743745 GNLN:DaVinciLLCMember us-gaap:BridgeLoanMember 2023-12-31 0001743745 GNLN:DaVinciLLCMember us-gaap:BridgeLoanMember 2022-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember 2021-12-31 0001743745 us-gaap:NotesPayableOtherPayablesMember 2022-07-14 2022-07-14 0001743745 us-gaap:RealEstateLoanMember 2018-10-01 0001743745 us-gaap:RealEstateLoanMember 2022-09-01 2022-09-30 0001743745 us-gaap:SecuredDebtMember 2022-08-09 0001743745 us-gaap:SecuredDebtMember 2022-08-09 2022-08-09 0001743745 us-gaap:SecuredDebtMember 2023-02-09 2023-02-09 0001743745 us-gaap:SecuredDebtMember 2023-02-09 0001743745 us-gaap:SecuredDebtMember 2023-08-07 2023-08-07 0001743745 GNLN:DaVinciLLCMember us-gaap:UnsecuredDebtMember 2021-11-30 0001743745 GNLN:EyceLLCMember us-gaap:UnsecuredDebtMember 2021-03-31 0001743745 us-gaap:UnsecuredDebtMember 2023-07-31 2023-08-03 0001743745 srt:MinimumMember us-gaap:UnsecuredDebtMember 2023-07-31 2023-08-03 0001743745 srt:MaximumMember us-gaap:UnsecuredDebtMember 2023-07-31 2023-08-03 0001743745 2023-09-22 2023-09-22 0001743745 us-gaap:SecuredDebtMember 2023-09-22 0001743745 us-gaap:SecuredDebtMember 2023-09-22 2023-09-22 0001743745 us-gaap:BridgeLoanMember 2023-12-31 0001743745 2023-02-16 0001743745 2022-07-01 2022-09-30 0001743745 2022-10-01 2022-12-31 0001743745 GNLN:FourMajorVendorsMember GNLN:PurchasesBenchmarkMember us-gaap:SupplierConcentrationRiskMember 2023-01-01 2023-12-31 0001743745 GNLN:FourMajorVendorsMember GNLN:PurchasesBenchmarkMember us-gaap:SupplierConcentrationRiskMember 2022-01-01 2022-12-31 0001743745 us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001743745 us-gaap:RelatedPartyMember 2023-12-31 0001743745 us-gaap:RelatedPartyMember 2022-12-31 0001743745 GNLN:UniversalGrowingMember srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0001743745 GNLN:PortofinoPartnersLLCMember 2022-07-19 0001743745 GNLN:PortofinoPartnersLLCMember 2022-07-19 2022-07-19 0001743745 us-gaap:RelatedPartyMember GNLN:TilrayBrandsIncMember 2022-01-01 2022-12-31 0001743745 GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 GNLN:FurnitureEquipmentAndSoftwareMember 2022-12-31 0001743745 srt:MinimumMember GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 srt:MaximumMember GNLN:FurnitureEquipmentAndSoftwareMember 2023-12-31 0001743745 GNLN:PersonalPropertyMember 2023-12-31 0001743745 GNLN:PersonalPropertyMember 2022-12-31 0001743745 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001743745 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001743745 us-gaap:BuildingMember 2023-12-31 0001743745 us-gaap:BuildingMember 2022-12-31 0001743745 us-gaap:LandMember 2023-12-31 0001743745 us-gaap:LandMember 2022-12-31 0001743745 us-gaap:LandImprovementsMember 2023-12-31 0001743745 us-gaap:LandImprovementsMember 2022-12-31 0001743745 GNLN:WorkInProcessMember 2023-12-31 0001743745 GNLN:WorkInProcessMember 2022-12-31 0001743745 GNLN:DesignLibrariesMember 2022-12-31 0001743745 GNLN:DesignLibrariesMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember GNLN:DesignLibrariesMember 2022-12-31 0001743745 srt:MaximumMember GNLN:DesignLibrariesMember 2022-12-31 0001743745 us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 us-gaap:TrademarksAndTradeNamesMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001743745 us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 us-gaap:CustomerRelationshipsMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001743745 us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 us-gaap:OtherIntangibleAssetsMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 srt:MaximumMember us-gaap:OtherIntangibleAssetsMember 2022-12-31 0001743745 us-gaap:TradeNamesMember 2022-12-31 0001743745 us-gaap:TradeNamesMember 2022-01-01 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2021-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2021-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2022-01-01 2022-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2022-01-01 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2022-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2022-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2023-01-01 2023-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2023-01-01 2023-12-31 0001743745 GNLN:ForeignCurrencyTranslationMember 2023-12-31 0001743745 GNLN:UnrealizedGainOrLossOnDerivativeInstrumentMember 2023-12-31 0001743745 GNLN:CommonClassAAndBMember 2022-12-31 0001743745 us-gaap:CommonClassAMember GNLN:JuneTwentyTwentyTwoOfferingMember 2022-06-27 2022-06-27 0001743745 GNLN:PreFundedWarrantsMember GNLN:JuneTwentyTwentyTwoOfferingMember 2022-06-27 0001743745 us-gaap:CommonClassAMember GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-06-27 0001743745 us-gaap:CommonClassAMember 2022-06-27 0001743745 2022-06-27 0001743745 GNLN:StandardWarrantsMember GNLN:June2022OfferingMember 2022-06-27 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-06-27 0001743745 GNLN:StandardWarrantsMember GNLN:June2022OfferingMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-06-27 0001743745 GNLN:JuneTwentyTwentyTwoOfferingMember 2022-06-27 2022-06-27 0001743745 us-gaap:CommonClassAMember GNLN:June2022OfferingMember 2022-06-27 2022-06-27 0001743745 us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 2022-10-27 0001743745 GNLN:PreFundedWarrantsMember GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 0001743745 us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-10-27 0001743745 us-gaap:CommonClassAMember GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 0001743745 GNLN:StandardWarrantsMember GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:StandardWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember GNLN:PreFundedWarrantsMember 2022-10-27 0001743745 GNLN:OctoberTwentyTwentyTwoOfferingMember 2022-10-27 2022-10-27 0001743745 us-gaap:CommonClassAMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 2023-06-29 0001743745 GNLN:PreFundedWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 0001743745 us-gaap:CommonClassAMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:StandardWarrantsMember 2023-06-29 0001743745 us-gaap:CommonClassAMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 0001743745 GNLN:StandardWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:StandardWarrantsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:PreFundedWarrantsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 2023-06-29 0001743745 GNLN:PreFundedWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:NegotiatedAgreementsMember 2023-06-29 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:NegotiatedAgreementsMember GNLN:PreFundedWarrantsMember 2022-06-30 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:NegotiatedAgreementsMember GNLN:PreFundedWarrantsMember 2022-10-30 0001743745 GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember GNLN:NegotiatedAgreementsMember GNLN:PreFundedWarrantsMember 2023-06-29 2023-06-29 0001743745 us-gaap:CommonClassAMember 2023-07-31 0001743745 GNLN:StandardWarrantsMember GNLN:November2022OfferingMember 2023-06-29 0001743745 GNLN:StandardWarrantsMember GNLN:JulyTwoThousandTwentyTwentyThreeOfferingMember 2023-06-29 2023-06-29 0001743745 GNLN:CommonClassAAndBMember 2023-12-31 0001743745 us-gaap:CommonClassAMember GNLN:ATMProgramMember 2021-08-01 2022-12-31 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-12-31 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-06-01 2023-06-02 0001743745 GNLN:TwoThousandNineteenEquityIncentivePlanMember us-gaap:CommonClassAMember 2023-06-02 0001743745 srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:MaximumMember srt:DirectorMember 2022-01-01 2022-12-31 0001743745 srt:DirectorMember 2023-01-01 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001743745 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001743745 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember 2023-12-31 0001743745 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001743745 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001743745 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001743745 us-gaap:DomesticCountryMember 2023-01-01 2023-12-31 0001743745 us-gaap:ForeignCountryMember 2023-01-01 2023-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2023-01-01 2023-12-31 0001743745 us-gaap:DomesticCountryMember 2022-01-01 2022-12-31 0001743745 us-gaap:ForeignCountryMember 2022-01-01 2022-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2022-01-01 2022-12-31 0001743745 us-gaap:DomesticCountryMember 2023-12-31 0001743745 us-gaap:StateAndLocalJurisdictionMember 2023-12-31 0001743745 GNLN:DutchMember 2023-12-31 0001743745 us-gaap:ForeignCountryMember 2023-12-31 0001743745 GNLN:KushcoMergerMember 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2023-01-01 2023-12-31 0001743745 GNLN:IndustrialGoodsMember 2023-01-01 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2022-01-01 2022-12-31 0001743745 GNLN:IndustrialGoodsMember 2022-01-01 2022-12-31 0001743745 GNLN:ConsumerGoodsMember 2023-12-31 0001743745 GNLN:IndustrialGoodsMember 2023-12-31 0001743745 GNLN:ConsumerGoodsMember 2022-12-31 0001743745 GNLN:IndustrialGoodsMember 2022-12-31 0001743745 GNLN:IndustrialVapeProductsMember 2023-01-01 2023-12-31 0001743745 GNLN:IndustrialVapeProductsMember 2022-01-01 2022-12-31 0001743745 GNLN:OtherIndustrialProductsMember 2023-01-01 2023-12-31 0001743745 GNLN:OtherIndustrialProductsMember 2022-01-01 2022-12-31 0001743745 GNLN:GreenlaneBrandsMember 2023-01-01 2023-12-31 0001743745 GNLN:GreenlaneBrandsMember 2022-01-01 2022-12-31 0001743745 GNLN:ThirdPartyBrandsMember 2023-01-01 2023-12-31 0001743745 GNLN:ThirdPartyBrandsMember 2022-01-01 2022-12-31 0001743745 country:US 2023-01-01 2023-12-31 0001743745 country:US 2022-01-01 2022-12-31 0001743745 country:CA 2023-01-01 2023-12-31 0001743745 country:CA 2022-01-01 2022-12-31 0001743745 srt:EuropeMember 2023-01-01 2023-12-31 0001743745 srt:EuropeMember 2022-01-01 2022-12-31 0001743745 country:US 2023-12-31 0001743745 country:US 2022-12-31 0001743745 country:CA 2023-12-31 0001743745 country:CA 2022-12-31 0001743745 srt:EuropeMember 2023-12-31 0001743745 srt:EuropeMember 2022-12-31 0001743745 us-gaap:SubsequentEventMember 2024-01-01 2024-07-18 0001743745 2024-01-16 2024-01-16 0001743745 GNLN:ShavitaBVMember us-gaap:SubsequentEventMember 2024-05-31 iso4217:USD shares iso4217:USD shares pure GNLN:Integer false FY 0001743745 P3Y P6M P6M 10-K true 2023-12-31 --12-31 2023 false 001-38875 Greenlane Holdings, Inc. DE 83-0806637 1095 Broken Sound Parkway Suite 100 Boca Raton FL 33487 (877) 292-7660 Class A Common Stock, $0.01 par value per share GNLN NASDAQ No No No Yes Non-accelerated Filer true true true false false false 1000000.0 5819335 688 Marcum LLP Costa Mesa, CA 463000 6458000 5718000 2209000 4826000 1693000 6468000 20529000 40643000 3765000 6296000 3319000 11120000 29769000 76703000 2476000 3962000 1936000 3442000 3912000 5578000 38093000 89685000 12103000 14953000 3056000 11882000 2775000 3983000 7283000 3185000 866000 1528000 7000 128000 26090000 35659000 13040000 1010000 1887000 29000 1000 79000 1011000 15035000 27101000 50694000 0.0001 0.0001 10000000 10000000 0 0 0 0 0.01 0.01 600000000 3726000 3726000 600000000 1599000 1599000 36000 15000 0.0001 0.0001 30000000 0 0 30000000 0 0 268132000 264017000 -257289000 -225114000 245000 55000 11124000 38973000 -132000 18000 10992000 38991000 38093000 89685000 65373000 137085000 47547000 112102000 17826000 24983000 17454000 31290000 24213000 41000000 71360000 50694000 7336000 2243000 7405000 43910000 209085000 -26084000 -184102000 5450000 2450000 4854000 -791000 -541000 -6241000 1863000 -32325000 -182239000 -13000 -32325000 -182226000 -150000 -12717000 -32175000 -169509000 -8.16 -8.16 -22.51 -22.51 3993000 3993000 753000 753000 190000 -211000 26000 -32135000 -182411000 -150000 -12633000 -31985000 -169778000 426000 4000 109000 229744000 -55544000 324000 21836000 196364000 -169509000 -12717000 -182226000 11000 1411000 259000 1670000 85000 1000 9024000 9025000 19000 3486000 3486000 59000 1000 5039000 5040000 833000 8000 7002000 7010000 7000 657000 657000 50000 332000 332000 1789000 1789000 109000 1000 -109000 7654000 -7655000 63000 84000 147000 -61000 -61000 1599000 15000 264017000 -225114000 55000 18000 38991000 1599000 15000 264017000 -225114000 55000 18000 38991000 -32175000 -150000 -32325000 -1000 60000 60000 225000 225000 2128000 22000 3831000 3852000 2128000 22000 3831000 3852000 190000 190000 3726000 36000 268132000 -257289000 245000 -132000 10992000 3726000 36000 268132000 -257289000 245000 -132000 10992000 -32325000 -182226000 2243000 7405000 284000 2298000 71360000 50694000 7336000 262000 509000 267000 188000 3311000 2018000 -118000 -1398000 705000 2062000 -629000 -1214000 408000 2820000 644000 124000 -4586000 -4910000 -20113000 -26345000 -2531000 -7899000 -7769000 2595000 -2770000 -6459000 -7032000 -10944000 -1208000 -3941000 -1793000 -26426000 4567000 1007000 2784000 9593000 1037000 649000 30000 12025000 3852000 21075000 -15000000 14550000 2090000 751000 1472000 1721000 3894000 2133000 3407000 7958000 8000000 145000 350000 875000 -21000 -128000 -10140000 13930000 190000 -210000 -11713000 -681000 12176000 12857000 463000 12176000 6458000 12857000 5718000 12176000 12857000 463000 6458000 5718000 463000 12176000 4495000 2251000 76000 1353000 2659000 3486000 133000 909000 -7655000 -1789000 1650000 437000 <p id="xdx_80F_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock_zRBrI0uYB1Ek" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 1. <span id="xdx_82D_zMQO68lE5FA1">BUSINESS OPERATIONS AND ORGANIZATION</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Organization</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, $<span id="xdx_90F_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zQuiTMiY2gT4" title="Common stock, par value">0.01</span> par value per share (“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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers through both our e-commerce platforms and our flagship Higher Standards store in New York City’s famed Chelsea Market.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We have been developing a portfolio of our own proprietary brands (the “Greenlane Brands”) that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes Groove – our recently launched more affordable product line and Higher Standards – our premium smoke shop and ancillary product brand, and our award winning Vapor.com website and brand. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring branded products.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 wholly owned subsidiaries of the Operating Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. In connection with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&amp;R Charter”) in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $<span id="xdx_902_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zMF8mkVPuPM4" title="Common stock, par value (in dollars per share)">0.0001</span> par value per share (the “Class B Common stock”), from <span id="xdx_906_eus-gaap--CommonStockSharesAuthorized_iI_pn6n6_c20210831__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zy3dgelDGdj6" title="Common stock, par authorized">10</span> million shares to <span id="xdx_90C_eus-gaap--CommonStockSharesAuthorized_iI_pn6n6_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zvFZ0WTf2FMc" title="Common stock, par authorized">30</span> million shares in order to effect the conversion of each outstanding share of Class C common stock, $<span id="xdx_909_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassCMember_z7uGl7Ybq5fc" title="Common stock, par value">0.0001</span> 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 <span id="xdx_904_eus-gaap--CommonStockSharesAuthorized_iI_pn6n6_c20210831__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z1mEXqJd0E82" title="Common stock, par authorized">125</span> million shares to <span id="xdx_903_eus-gaap--CommonStockSharesAuthorized_iI_pn6n6_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zm4yX5IlLx2f" title="Common stock, authorized (in shares)">600</span> 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows 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 a member may redeem their Common Units for shares of Class A common stock on a <span id="xdx_906_ecustom--CommonStockSharesRedeemablePerCommonUnitRatio_pid_uPure_c20230101__20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zGuzJLHicDKh" title="Common stock, shares redeemable per common unit, ratio">one</span>-for-one basis or, at our option, for cash, the Up-C structure also provides the member with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating Company’s members. The TRA provides for the payment by us to the Operating Company’s member(s) of <span id="xdx_906_ecustom--IncomeTaxExpenseBenefitIntraperiodTaxAllocationDistributionAmountPercent_pid_dp_uPure_c20230101__20231231_zUkfvRKSNXYd" title="Intraperiod tax allocation, distribution percent">85.0</span>% 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The A&amp;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 <span id="xdx_909_ecustom--CommonStockSharesRedeemablePerCommonUnitRatio_pid_uPure_c20230101__20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zYFBlkh2TVJ3" title="Common stock, shares redeemable per common unit, ratio">one</span> 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 <span id="xdx_906_ecustom--CommonStockSharesRedeemablePerCommonUnitRatio_pid_uPure_c20230101__20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z9Ggbpd704Rd" title="Common stock, shares redeemable per common unit, ratio">one</span>-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 <span id="xdx_90D_ecustom--CommonStockSharesRedeemablePerCommonUnitRatio_pid_uPure_c20230101__20231231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zoBkRuUrIwq4" title="Common stock, shares redeemable per common unit, ratio">one</span>-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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned <span id="xdx_90F_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_pid_dp_uPure_c20221231__srt--OwnershipAxis__custom--GreenlaneMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zt4IZ71wDmvb" title="Ownership percentage by parent after merger">100%</span> of the voting and economic interests in Greenlane through the holders’ ownership of Class A common stock. See “Note 9 - Stockholder’s Equity.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>Reverse Stock Splits</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On August 4, 2022, we filed a Certificate of Amendment </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(the “Certificate of Amendment”) <span style="background-color: white">to the A&amp;R Charter with the Secretary of State of the State for Delaware (the “SSSD”), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”) at 5:01 PM Eastern Time on August 9, 2022. <span id="xdx_90C_eus-gaap--StockholdersEquityReverseStockSplit_c20220804__20220804_zr31isiDQWpe" title="Reverse stock split">As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. </span>We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On June 2, 2023, we filed a Certificate of Amendment to the A&amp;R Charter with the SSSD, which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See “Note 10 — Compensation Plans” for more information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>Liquidity and Going Concern</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022, and July 2023 offerings, each as described and defined below. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>ATM Program and Shelf Registration Statement</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="background-color: white">We formerly used a shelf registration statement on Form S-3 (the “Shelf Registr</span>ation Statement”) to conduct securities offerings from time to time in order to meet our liquidity needs. In August 2021, we filed a prospectus supplement and established an “at-the-market” equity offering program (the “ATM Program”) that provided 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $<span id="xdx_90F_eus-gaap--ProceedsFromRepaymentsOfShortTermDebt_pn5n6_c20210831__20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zA4Rf1VYCUG9" title="Generated gross proceeds">12.7</span> million and we paid fees to the sales agent of approximately $<span id="xdx_901_eus-gaap--SalesCommissionsAndFees_pn5n6_c20210831__20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zxsaHaVoJZ7b" title="Sales commissions and fees">0.4</span> million. Due to the untimely filing of certain of our Quarterly and Annual Reports 3, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>Common Stock and Warrant Offerings.</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_90C_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_z7bFn33kL1ub" title="Shares issued in transaction (in shares)">585,000</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_906_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_ztuYYCFMfQFk" title="Number of common shares called by warrants (in shares)">495,000</span> shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_908_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_z469k7P5Di9l" title="Number of common shares called by warrants (in shares)">1,080,000</span> shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $<span id="xdx_909_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_z4ovC25K4KFc" title="Proceeds from offering, gross">5.4</span> million and net proceeds to the Company of approximately $<span id="xdx_90D_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zdJ0mikEx0Db" title="Proceeds from issuance of Class A common stock, net of costs">5.0</span> million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_902_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zz7vYlGf4Vkb" title="Shares issued in transaction (in shares)">695,555</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zVbZH0vDphJ8" title="Number of common shares called by warrants (in shares)">137,778</span> shares of our Class A Common Stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_902_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zHdHG0aDQKdk" title="Number of common shares called by warrants (in shares)">1,666,667</span> shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the “October 2022 Offering”). The October 2022 Offering generated gross proceeds of approximately $<span id="xdx_901_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zCwHMPfXS3H" title="Proceeds from offering, gross">7.5</span> million and net proceeds to the Company of approximately $<span id="xdx_908_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zxbmRKxcA2M2" title="Proceeds from issuance of Class A common stock, net of costs">6.8</span> million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_902_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwentyTwentyThreeOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zX12caW1xGe" title="Shares issued in transaction (in shares)">560,476</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_90D_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwentyTwentyThreeOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_znCVJeyT4Yqj" title="Number of common shares called by warrants (in shares)">3,487,143</span> shares of our Class A Common Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwentyTwentyThreeOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__srt--RangeAxis__srt--MaximumMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zGvfZoz6vi6d" title="Number of common shares called by warrants (in shares)">8,095,238</span> shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July 2023 Offering”). The July 2023 Offering generated gross proceeds of approximately $<span id="xdx_906_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwentyTwentyThreeOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_zwv4f3YJUPz2" title="Proceeds from offering, gross">4.3</span> million and net proceeds to the Company of approximately $<span id="xdx_908_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20230629__20230703__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwentyTwentyThreeOfferingMember__us-gaap--TypeOfArrangementAxis__custom--SecuritiesPurchaseAgreementMember_z0tFhARK9DAj" title="Proceeds from issuance of Class A common stock, net of costs">3.8</span> million and closed on July 3, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>Asset-Based Loan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $<span id="xdx_908_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zwKtZa0FlfJk" title="Debt instrument, face amount">15.0</span> million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $<span id="xdx_906_eus-gaap--PaymentsOfDebtExtinguishmentCosts_pn5n6_c20230209__20230209__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zsvQoTxLl7pe" title="Prepayment of loan agreement">6.6</span> million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $<span id="xdx_903_eus-gaap--RestrictedCashCurrent_iI_pn5n6_c20230209__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zLHxhTa85pzd" title="Restricted cash">5.7</span> million in funds held in a blocked account pursuant to the terms of the Loan Agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 7, 2023, we repaid the approximately $<span id="xdx_90E_eus-gaap--RepaymentsOfSecuredDebt_pn5n6_c20230807__20230807__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zYtddP6Ar9e3" title="Repayments of secured debt">4.3</span> million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See “Note 6 - Long Term Debt” for more information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>ERC Sale</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and Kim International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $<span id="xdx_903_eus-gaap--RelatedPartyTransactionAmountsOfTransaction_pn5n6_c20230216__20230216__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__us-gaap--InvestorMember_zsPjq7E0KFOc" title="Amounts of transaction">4.9</span> million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="background-color: white"><b>Future Receivables Financing</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">In July, August, October, and November 2023, the Company received an aggregate of approximately $<span id="xdx_907_eus-gaap--CollateralizedFinancings_iI_pn5n6_c20230731_z9sAog4kvz8f" title="Collateralized financings"><span id="xdx_902_eus-gaap--CollateralizedFinancings_iI_pn5n6_c20230831_zwq74zGi0Gxd" title="Collateralized financings"><span id="xdx_904_eus-gaap--CollateralizedFinancings_iI_pn5n6_c20231031_zPXZP5k6aCq1" title="Collateralized financings"><span id="xdx_90D_eus-gaap--CollateralizedFinancings_iI_pn5n6_c20231130_zvIZqPhKLQc4" title="Collateralized financings">3.9</span></span></span></span> million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. See “Note 6 - Long Term Debt” for more information.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="background-color: white"><b>Management Initiatives</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, and we also rationalized and improved our third-party brands product offering, which enabled us to reduce inventory carrying costs and working capital requirements while increasing our offerings.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">In April 2023, we entered into <span id="xdx_900_ecustom--NumberOfStrategicPartnerships_iI_uInteger_c20230430_zESyJizVlDt4" title="Number of strategic partnerships">two</span> strategic partnership. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&amp;A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce significantly to reduce costs and align with our revenue projections.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has incurred net losses of $<span id="xdx_906_eus-gaap--ProfitLoss_iN_pn5n6_di_c20230101__20231231_zjzCYdfTSVp3" title="Net loss">32.3</span> million and $<span id="xdx_90B_eus-gaap--ProfitLoss_iN_pn5n6_di_c20220101__20221231_zuHVyVNFR0y1" title="Net loss">182.2</span> million for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, cash used in operating activities were $<span id="xdx_90E_eus-gaap--NetCashProvidedByUsedInOperatingActivities_iN_pn5n6_di_c20230101__20231231_zm8CXPYt7dJl" title="Cash provided by operating activities">1.8</span> million and $<span id="xdx_905_eus-gaap--NetCashProvidedByUsedInOperatingActivities_iN_pn5n6_di_c20220101__20221231_zoZuongkpzGi" title="Cash provided by operating activities">26.4</span> million, respectively. The recent macroeconomic environment has caused weaker demand than contemplated under the Company’s business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">■Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">■Increasing revenue by introducing new products and acquiring new customers.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">■Execute on strategic partnerships accretive to margins and operating cash</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">■Seeking additional capital through the issuance of debt or equity securities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 0.01 0.0001 10000000 30000000 0.0001 125000000 600000000 0.850 1 As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. 12700000 400000 585000 495000 1080000 5400000 5000000.0 695555 137778 1666667 7500000 6800000 560476 3487143 8095238 4300000 3800000 15000000.0 6600000 5700000 4300000 4900000 3900000 3900000 3900000 3900000 -32300000 -182200000 -1800000 -26400000 <p id="xdx_80D_eus-gaap--SignificantAccountingPoliciesTextBlock_zkB8dbgxCdN6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 2. <span id="xdx_821_zy13Y37ExBBg">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84B_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zuNSOHw5ISvd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86E_z3D3yDgMgrx4">Basis of Presentation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_849_eus-gaap--ConsolidationPolicyTextBlock_zJVwupGGjx8h" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_zepM3kj9oha4">Principles of Consolidation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--UseOfEstimates_zg8lNnVStcPg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><span id="xdx_869_zlom5o4Q3w4e">Use of Estimates</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 following: the collectability of accounts receivable; the allowance f</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">or slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives 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. The actual results could differ materially from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--SegmentReportingPolicyPolicyTextBlock_zS8FL6UVDSee" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_z1edt0QPYYh2">Segment Reporting</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We manage our global business operations through our operating and reportable business segments. As of December 31, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and evaluates operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--BusinessCombinationsPolicy_zQBYOzGwbMw2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_865_z9M7D5VBASU6">Business Combinations</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_844_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_z36uwaEhdTxj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zMnqt0A07XP3">Equity-Based Compensation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_843_eus-gaap--ContingentLiabilityReserveEstimatePolicy_zJ1PmOIkRinc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_862_zQc3qJbVJ2Lk">Loss Contingencies</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zE5QIG0Dogfa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_ziigbm5dLs07">Fair Value Measurements</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We apply the provisions of ASC Topic 820, <i>Fair Value Measurements</i>, 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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zu6ijwxiGIKh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_863_zZWCTGlQxDK9">Cash</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2023, and 2022, approximately $<span id="xdx_90A_eus-gaap--CashUninsuredAmount_iI_pn5n6_c20231231_zvAOBBYCkvab" title="Cash, uninsured amount">0.1</span> million and $<span id="xdx_906_eus-gaap--CashUninsuredAmount_iI_pn5n6_c20221231_zBojvdE4wq" title="Cash, uninsured amount">0.8</span> million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2023, and 2022, we had <span id="xdx_904_eus-gaap--CashEquivalentsAtCarryingValue_iI_do_c20231231_zenJuTF4d4Kc" title="Cash equivalents"><span id="xdx_90C_eus-gaap--CashEquivalentsAtCarryingValue_iI_do_c20221231_zOUINODbHSTb" title="Cash equivalents">no</span></span> cash equivalents.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84B_eus-gaap--CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy_z3YRew4vCOzf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zGWdVbVT9Ce1">Restricted Cash</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in “Note 6 - Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84B_eus-gaap--TradeAndOtherAccountsReceivablePolicy_zaHkv0IZg9Ad" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86E_zrp17IjOhTA6">Accounts Receivable, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 expected credit loss. 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 thirty days after the billing date. We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_843_eus-gaap--InventoryPolicyTextBlock_z8LRfN63dU0g" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_zwgajXFMqyIj">Inventories, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023, and 2022, the reserve for obsolescence was approximately $<span id="xdx_90A_eus-gaap--InventoryValuationReserves_iI_pn5n6_c20231231_zhX5n8rzr6ra" title="Inventory valuation reserves">9.5</span> million and $<span id="xdx_907_eus-gaap--InventoryValuationReserves_iI_pn5n6_c20221231_zM3uQTD5Epxj" title="Inventory valuation reserves">21.4</span> million, respectively. We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_842_ecustom--VendorDepositsPolicyTextBlock_zvxCBgr5SNY9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_868_zErCMGXs7nxl">Vendor Deposits</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_845_ecustom--CustomsBondsPolicyTextBlock_zghn6nG8L2u2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_zgctapWTvYi">Customs Bonds</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_847_ecustom--AssetsHeldforSalePolicyTextBlock_zcR0JFfinp8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_860_zaHYM2cf3Y0j">Assets Held for Sale</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zmzAnDes5hie" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_zODrbHWQyLIk">Property and Equipment, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84F_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_zGIvjgJFpiT" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_867_zJb0UT82TzQ4">Impairment of Long-Lived Assets</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--InvestmentPolicyTextBlock_zQQPPLycaKoi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zne7KuPXUstc">Investments in Equity Securities</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within “Other assets” in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84C_ecustom--VendorSalesIncentivesPolicyTextBlock_zWzVXOqgjZAg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86C_z5xmgip2FMJ9">Vendor Incentives and Rebates</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_z9gVzhzQxD89" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_z3CP2t8Tm8Wd">Foreign Currency Translation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_846_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_z3gLujuSrc8k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86C_zJsbPgmQG7w7">Comprehensive (Loss) Income</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_846_eus-gaap--AdvertisingCostsPolicyTextBlock_zeOBGe3p45Lk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_860_zblS4cSUhHv6">Advertising</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_90B_eus-gaap--AdvertisingExpense_pn5n6_c20230101__20231231_z4oWvfn9kTtb" title="Advertising expense">1.2</span> million and $<span id="xdx_902_eus-gaap--AdvertisingExpense_pn5n6_c20220101__20221231_zJImhElRq8jh" title="Advertising expense">2.8</span> million for the years ended December 31, 2023, and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_847_eus-gaap--IncomeTaxPolicyTextBlock_zzzmTRIDGc94" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span id="xdx_865_zpi7knowjyp4" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Income Taxes</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_849_ecustom--TaxReceivableAgreementPolicyTextBlock_z3v7mv35bDi4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86A_za29sqnsTxJ9">Tax Receivable Agreement (TRA)</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--RevenueRecognitionPolicyTextBlock_zdxV5azfEs12" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zHn2IH91zABd">Revenue Recognition</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally <span id="xdx_902_ecustom--TotalOrderCostPercentage_pid_dp_uPure_c20230101__20231231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--RangeAxis__srt--MinimumMember__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember_zuTbPL8p5e9" title="Total order cost, percentage">25%</span> - <span id="xdx_90A_ecustom--TotalOrderCostPercentage_pid_dp_uPure_c20230101__20231231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--RangeAxis__srt--MaximumMember__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember_zSsZbnWUQjw6" title="Total order cost, percentage">50%</span> 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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_901_ecustom--LiabilityForReturnsIncludedInAccruedExpenses_iI_pn5n6_c20231231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zKjIFIc73O0c" title="Liability for returns included in accrued expenses">0.1</span> million and $<span id="xdx_90D_ecustom--LiabilityForReturnsIncludedInAccruedExpenses_iI_pn5n6_c20221231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zJGY0UqreIc8" title="Liability for returns included in accrued expenses">0.3</span> million as of December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a sales agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. The Company recognizes this fee on a periodic basis when the products have been shipped for the end consumer. In working with their partner, the Company is not responsible for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have control over the goods that will be shipped. As such, the Company is an agent and recognizes its revenue on a net basis for its service. The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">One customer represented approximately <span id="xdx_905_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20230101__20231231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__srt--MajorCustomersAxis__custom--OneCustomerMember_zIVYLnjlYOWe">21% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">and </span><span id="xdx_90E_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__srt--MajorCustomersAxis__custom--OneCustomerMember_zjvi66p2zgW5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">22% </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of our net sales for the years ended December 31, 2023 and </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022, respectively<span style="background-color: white">. As of December 31, 2023 the Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately <span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20230101__20231231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerOneMember_zOUwxoGkPIw2">11%</span> </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of accounts receivable<span style="background-color: white">.</span> As of December 31, 2022, the Company had three customers who individually represented approximately <span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerOneMember_zOcPPXMFnHY4">31%</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">, <span id="xdx_90B_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerTwoMember_z4D7667qU5r5">17% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">and <span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerThreeMember_zNzWWRndtnHl">15% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of accounts receivable, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_ecustom--ValueAddedTaxesPolicyTextBlock_zVYBoc8YbSuh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_867_z0pn8rrIeRJ6">Value Added Taxes</span> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_90E_ecustom--ValueAddedTaxesPayableCurrent_iI_pn5n6_c20231231_z9xgmXO3vEVb" title="VAT payable">0.4</span> million and $<span id="xdx_900_ecustom--ValueAddedTaxesPayableCurrent_iI_pn5n6_c20221231_z8mRix20wET2" title="VAT payable">0.4</span> million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022, we recognized a gain of approximately $<span id="xdx_90A_ecustom--BusinessCombinationIndemnificationAssetsGainLossOnRecovery_pn5n6_c20220101__20221231_z8Ys85CNDSOk" title="Indemnification assets, gain on recovery">2.0</span> million, respectively, within “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--EarningsPerSharePolicyTextBlock_znSfNToYfpr" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zfBCcY3pZgw8">Net Loss Per Share</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders’ Equity - Net Loss Per Share.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zSjpDrxTW411" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zMX8nZDAQdL7">Recently Issued Accounting Guidance</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, the FASB issued ASU No. 2016-13, <i>Financial Instruments - Credit Losses</i>. 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 was 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, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2021, the FASB issued ASU 2021-08, <i>Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers</i>, 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 was 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 adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_848_ecustom--RecentlyIssuedAccountingGuidanceNotYetAdoptedPolicyTextBlock_zXG7QjN2DJD8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86F_zbW9dmQy6vU5">Recently Issued Accounting Guidance Not Yet Adopted</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2022, the FASB issued ASU No. 2022-03, <i>Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions</i>, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In November 2023, the FASB issued </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2023-07<span style="background-color: white">, </span><i>Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures</i><span style="background-color: white">, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require public companies to disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, the amendment requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods and require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. This amendment will go into effect for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-09, <i>Income Taxes (Topic 740)</i>: <i>Improvements To Income Tax Disclosures,</i> to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this Update require that entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosure about the rate reconciliation. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this Update require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">This Update also includes certain other amendments to improve the effectiveness of income tax disclosures, such as requiring that all entities disclose the following information:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign.</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.</span></td></tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. This amendment will go into effect for annual periods beginning after December 15, 2024.</span></p> <p id="xdx_852_zTbkIksXRXOb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span> </p> <p id="xdx_84B_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zuNSOHw5ISvd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86E_z3D3yDgMgrx4">Basis of Presentation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_849_eus-gaap--ConsolidationPolicyTextBlock_zJVwupGGjx8h" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_zepM3kj9oha4">Principles of Consolidation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--UseOfEstimates_zg8lNnVStcPg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><span id="xdx_869_zlom5o4Q3w4e">Use of Estimates</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 following: the collectability of accounts receivable; the allowance f</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">or slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives 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. The actual results could differ materially from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--SegmentReportingPolicyPolicyTextBlock_zS8FL6UVDSee" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_z1edt0QPYYh2">Segment Reporting</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We manage our global business operations through our operating and reportable business segments. As of December 31, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and evaluates operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_841_eus-gaap--BusinessCombinationsPolicy_zQBYOzGwbMw2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_865_z9M7D5VBASU6">Business Combinations</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_844_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_z36uwaEhdTxj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zMnqt0A07XP3">Equity-Based Compensation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_843_eus-gaap--ContingentLiabilityReserveEstimatePolicy_zJ1PmOIkRinc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_862_zQc3qJbVJ2Lk">Loss Contingencies</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zE5QIG0Dogfa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_ziigbm5dLs07">Fair Value Measurements</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We apply the provisions of ASC Topic 820, <i>Fair Value Measurements</i>, 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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zu6ijwxiGIKh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_863_zZWCTGlQxDK9">Cash</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2023, and 2022, approximately $<span id="xdx_90A_eus-gaap--CashUninsuredAmount_iI_pn5n6_c20231231_zvAOBBYCkvab" title="Cash, uninsured amount">0.1</span> million and $<span id="xdx_906_eus-gaap--CashUninsuredAmount_iI_pn5n6_c20221231_zBojvdE4wq" title="Cash, uninsured amount">0.8</span> million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2023, and 2022, we had <span id="xdx_904_eus-gaap--CashEquivalentsAtCarryingValue_iI_do_c20231231_zenJuTF4d4Kc" title="Cash equivalents"><span id="xdx_90C_eus-gaap--CashEquivalentsAtCarryingValue_iI_do_c20221231_zOUINODbHSTb" title="Cash equivalents">no</span></span> cash equivalents.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 100000 800000 0 0 <p id="xdx_84B_eus-gaap--CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy_z3YRew4vCOzf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zGWdVbVT9Ce1">Restricted Cash</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in “Note 6 - Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84B_eus-gaap--TradeAndOtherAccountsReceivablePolicy_zaHkv0IZg9Ad" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86E_zrp17IjOhTA6">Accounts Receivable, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 expected credit loss. 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 thirty days after the billing date. We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_843_eus-gaap--InventoryPolicyTextBlock_z8LRfN63dU0g" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_864_zwgajXFMqyIj">Inventories, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023, and 2022, the reserve for obsolescence was approximately $<span id="xdx_90A_eus-gaap--InventoryValuationReserves_iI_pn5n6_c20231231_zhX5n8rzr6ra" title="Inventory valuation reserves">9.5</span> million and $<span id="xdx_907_eus-gaap--InventoryValuationReserves_iI_pn5n6_c20221231_zM3uQTD5Epxj" title="Inventory valuation reserves">21.4</span> million, respectively. We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 9500000 21400000 <p id="xdx_842_ecustom--VendorDepositsPolicyTextBlock_zvxCBgr5SNY9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_868_zErCMGXs7nxl">Vendor Deposits</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_845_ecustom--CustomsBondsPolicyTextBlock_zghn6nG8L2u2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_zgctapWTvYi">Customs Bonds</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_847_ecustom--AssetsHeldforSalePolicyTextBlock_zcR0JFfinp8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_860_zaHYM2cf3Y0j">Assets Held for Sale</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zmzAnDes5hie" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_zODrbHWQyLIk">Property and Equipment, net</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84F_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_zGIvjgJFpiT" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_867_zJb0UT82TzQ4">Impairment of Long-Lived Assets</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--InvestmentPolicyTextBlock_zQQPPLycaKoi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zne7KuPXUstc">Investments in Equity Securities</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within “Other assets” in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84C_ecustom--VendorSalesIncentivesPolicyTextBlock_zWzVXOqgjZAg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86C_z5xmgip2FMJ9">Vendor Incentives and Rebates</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_z9gVzhzQxD89" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86B_z3CP2t8Tm8Wd">Foreign Currency Translation</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_846_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_z3gLujuSrc8k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86C_zJsbPgmQG7w7">Comprehensive (Loss) Income</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_846_eus-gaap--AdvertisingCostsPolicyTextBlock_zeOBGe3p45Lk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_860_zblS4cSUhHv6">Advertising</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_90B_eus-gaap--AdvertisingExpense_pn5n6_c20230101__20231231_z4oWvfn9kTtb" title="Advertising expense">1.2</span> million and $<span id="xdx_902_eus-gaap--AdvertisingExpense_pn5n6_c20220101__20221231_zJImhElRq8jh" title="Advertising expense">2.8</span> million for the years ended December 31, 2023, and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 1200000 2800000 <p id="xdx_847_eus-gaap--IncomeTaxPolicyTextBlock_zzzmTRIDGc94" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span id="xdx_865_zpi7knowjyp4" style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Income Taxes</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_849_ecustom--TaxReceivableAgreementPolicyTextBlock_z3v7mv35bDi4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86A_za29sqnsTxJ9">Tax Receivable Agreement (TRA)</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--RevenueRecognitionPolicyTextBlock_zdxV5azfEs12" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zHn2IH91zABd">Revenue Recognition</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally <span id="xdx_902_ecustom--TotalOrderCostPercentage_pid_dp_uPure_c20230101__20231231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--RangeAxis__srt--MinimumMember__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember_zuTbPL8p5e9" title="Total order cost, percentage">25%</span> - <span id="xdx_90A_ecustom--TotalOrderCostPercentage_pid_dp_uPure_c20230101__20231231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--RangeAxis__srt--MaximumMember__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember_zSsZbnWUQjw6" title="Total order cost, percentage">50%</span> 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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_901_ecustom--LiabilityForReturnsIncludedInAccruedExpenses_iI_pn5n6_c20231231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zKjIFIc73O0c" title="Liability for returns included in accrued expenses">0.1</span> million and $<span id="xdx_90D_ecustom--LiabilityForReturnsIncludedInAccruedExpenses_iI_pn5n6_c20221231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--AirgraftIncMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zJGY0UqreIc8" title="Liability for returns included in accrued expenses">0.3</span> million as of December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a sales agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. The Company recognizes this fee on a periodic basis when the products have been shipped for the end consumer. In working with their partner, the Company is not responsible for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have control over the goods that will be shipped. As such, the Company is an agent and recognizes its revenue on a net basis for its service. The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">One customer represented approximately <span id="xdx_905_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20230101__20231231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__srt--MajorCustomersAxis__custom--OneCustomerMember_zIVYLnjlYOWe">21% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">and </span><span id="xdx_90E_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__srt--MajorCustomersAxis__custom--OneCustomerMember_zjvi66p2zgW5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">22% </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of our net sales for the years ended December 31, 2023 and </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022, respectively<span style="background-color: white">. As of December 31, 2023 the Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately <span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20230101__20231231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerOneMember_zOUwxoGkPIw2">11%</span> </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of accounts receivable<span style="background-color: white">.</span> As of December 31, 2022, the Company had three customers who individually represented approximately <span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerOneMember_zOcPPXMFnHY4">31%</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">, <span id="xdx_90B_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerTwoMember_z4D7667qU5r5">17% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">and <span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__srt--MajorCustomersAxis__custom--CustomerThreeMember_zNzWWRndtnHl">15% </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">of accounts receivable, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.25 0.50 100000 300000 0.21 0.22 0.11 0.31 0.17 0.15 <p id="xdx_840_ecustom--ValueAddedTaxesPolicyTextBlock_zVYBoc8YbSuh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_867_z0pn8rrIeRJ6">Value Added Taxes</span> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_90E_ecustom--ValueAddedTaxesPayableCurrent_iI_pn5n6_c20231231_z9xgmXO3vEVb" title="VAT payable">0.4</span> million and $<span id="xdx_900_ecustom--ValueAddedTaxesPayableCurrent_iI_pn5n6_c20221231_z8mRix20wET2" title="VAT payable">0.4</span> million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022, we recognized a gain of approximately $<span id="xdx_90A_ecustom--BusinessCombinationIndemnificationAssetsGainLossOnRecovery_pn5n6_c20220101__20221231_z8Ys85CNDSOk" title="Indemnification assets, gain on recovery">2.0</span> million, respectively, within “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 400000 400000 2000000.0 <p id="xdx_84C_eus-gaap--EarningsPerSharePolicyTextBlock_znSfNToYfpr" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_866_zfBCcY3pZgw8">Net Loss Per Share</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders’ Equity - Net Loss Per Share.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zSjpDrxTW411" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_861_zMX8nZDAQdL7">Recently Issued Accounting Guidance</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2016, the FASB issued ASU No. 2016-13, <i>Financial Instruments - Credit Losses</i>. 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 was 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, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In October 2021, the FASB issued ASU 2021-08, <i>Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers</i>, 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 was 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 adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_848_ecustom--RecentlyIssuedAccountingGuidanceNotYetAdoptedPolicyTextBlock_zXG7QjN2DJD8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_86F_zbW9dmQy6vU5">Recently Issued Accounting Guidance Not Yet Adopted</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In June 2022, the FASB issued ASU No. 2022-03, <i>Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions</i>, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In November 2023, the FASB issued </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ASU No. 2023-07<span style="background-color: white">, </span><i>Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures</i><span style="background-color: white">, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require public companies to disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, the amendment requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods and require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures. This amendment will go into effect for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2023, the FASB issued ASU No. 2023-09, <i>Income Taxes (Topic 740)</i>: <i>Improvements To Income Tax Disclosures,</i> to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this Update require that entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosure about the rate reconciliation. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this Update require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">This Update also includes certain other amendments to improve the effectiveness of income tax disclosures, such as requiring that all entities disclose the following information:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign.</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.</span></td></tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. This amendment will go into effect for annual periods beginning after December 15, 2024.</span></p> <p id="xdx_809_eus-gaap--MergersAcquisitionsAndDispositionsDisclosuresTextBlock_zRH4zmXNy997" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 3. <span id="xdx_821_zZB6zlqF17Tg">BUSINESS ACQUISITIONS AND DISPOSITIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amended Eyce APA</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $<span id="xdx_908_eus-gaap--BusinessCombinationContingentConsiderationLiability_iI_pn5n6_c20220407__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zktGfjTiiqv5" title="Contingent consideration, liability">0.9</span> million. We issued <span id="xdx_905_eus-gaap--BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued_c20220407__20220407__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ztkygX3H6jT3" title="Common stock issued (in shares)">71,721</span> shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in <span id="xdx_900_ecustom--BusinessCombinationContingentConsiderationVestingNumberOfTranches_iI_pid_dc_uInteger_c20220407__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zWzskKbtjX3k" title="Number of tranches">seven</span> quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Amended Eyce APA also provided for the payment of $<span id="xdx_906_eus-gaap--PaymentForContingentConsiderationLiabilityFinancingActivities_pn5n6_c20220407__20220407__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zqlomUfFfyT5" title="Proceeds from termination of interest rate swap">0.9</span> million in cash in <span id="xdx_90E_ecustom--BusinessCombinationContingentConsiderationNumberOfInstallments_iI_pid_dc_c20220407__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zGW7IQ1mL4x9" title="Number of annual vesting installments">four</span> equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The transaction was accounted for separately from acquisition accounting for the Eyce business combination. Specifically, we recorded a gain of approximately $<span id="xdx_907_eus-gaap--BusinessCombinationSeparatelyRecognizedTransactionsNetGainsAndLosses_pn5n6_c20220101__20221231__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zOoyUfmAC2ig" title="Other income (expense), net">0.3</span> million, respectively, within “other income (expense), net” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022 to write-off the balance of the Eyce 2022 Contingent Payment. Also, we recorded approximately $<span id="xdx_906_eus-gaap--BusinessCombinationSeparatelyRecognizedTransactionsExpensesAndLossesRecognized_pn5n6_c20220101__20221231__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--TypeOfArrangementAxis__custom--AssetPurchaseAgreementMember_zkcDpdyKGo7h" title="Compensation expenses">1.3</span> million in compensation expense related to the Amended 2022 Contingent Payment within “salaries, benefits and payroll taxes” in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments which were not paid timely have rolled into the Synergy Imports, LLC Bridge Loan and is included in the additionally deferred amounts under that Loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>VIBES Sale</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 19, 2022, Warehouse Goods entered into the Sale Agreement with Portofino to sell the Company’s <span id="xdx_908_ecustom--InvestmentOwnershipPercentage_iI_pid_dp_uPure_c20220719__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--VIBESHoldingsLLCMember__us-gaap--TypeOfArrangementAxis__custom--SaleAgreementMember_zHKFAhGhmWDb" title="Investment, ownership percentage">50%</span> stake in VIBES Holdings LLC for total consideration of $<span id="xdx_90D_eus-gaap--ProceedsFromSaleOfLongtermInvestments_pn5n6_c20220719__20220719__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--VIBESHoldingsLLCMember__us-gaap--TypeOfArrangementAxis__custom--SaleAgreementMember_zaTQK6dKhUYh" title="Proceeds from VIBES disposition">4.6</span> million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. In conjunction with and as a result of the disposition of and deconsolidation of our interest in VIBES Holdings LLC, we recorded a gain of $<span id="xdx_906_eus-gaap--DeconsolidationGainOrLossAmount_pn5n6_c20220101__20221231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--VIBESHoldingsLLCMember__us-gaap--TypeOfArrangementAxis__custom--SaleAgreementMember_zoNFrIjTVEz1" title="Gain related to VIBES disposition / deconsolidation">2.0</span> million for the year ended December 31, 2022, which is included as an offset in “general and administrative expenses” in our consolidated statements of operations and comprehensive loss, as well as a reduction to non-controlling interest on our consolidated balance sheet as of December 31, 2022 of $<span id="xdx_900_eus-gaap--NoncontrollingInterestDecreaseFromDeconsolidation_pn5n6_c20220101__20221231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--VIBESHoldingsLLCMember__us-gaap--TypeOfArrangementAxis__custom--SaleAgreementMember_z4cIUeD95Gd6" title="Reduction to non-controlling interest">1.8</span> million. <span style="background-color: white">In conjunction with the Sale Agreement, we returned inventory to VIBES with a carrying value of approximately $<span id="xdx_900_ecustom--ReturnOfInventory_iI_pn5n6_c20220719__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--VIBESHoldingsLLCMember__us-gaap--TypeOfArrangementAxis__custom--SaleAgreementMember_zzgspSl9HJnh" title="Return of inventory">2.4</span> million. </span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 900000 71721 7 900000 4 300000 1300000 0.50 4600000 2000000.0 1800000 2400000 <p id="xdx_800_eus-gaap--FairValueDisclosuresTextBlock_zTCKzkBxDEU4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 4. <span id="xdx_82F_zBfcFXdWLLd">FAIR VALUE OF FINANCIAL INSTRUMENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Assets and Liabilities that are Measured at Fair Value on a Recurring Basis</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89D_eus-gaap--FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock_zPylFmJ3EwC2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8BA_z5o12gkGLBw9">SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: center; padding-bottom: 1.5pt; padding-left: 10pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_498_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zYtEn37kCwHb" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_494_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zXxrGvjgdqNk" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_496_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zdwLlGmCD6A1" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49B_20231231_zSZ64mzCDRF7" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center">Consolidated <br/> Balance Sheet</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value at December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic; text-align: left">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> Caption</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Liabilities:</td><td> </td> <td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_zPrecZr6qkj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 20%; text-align: left; padding-bottom: 1.5pt; padding-left: 10pt">Contingent consideration - current</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="width: 18%; text-align: center; padding-bottom: 1.5pt">Accrued expenses and other current liabilities</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0988">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0989">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">1,000</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">1,000</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--FinancialLiabilitiesFairValueDisclosure_iI_pn3n3_zKa7HtEzPwsg" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total Liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0993">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0994">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49E_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zMsVXQ2vN3Bj" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49A_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zP561oiTVBMe" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_490_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z6aFS2zNK9Wi" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49D_20221231_zMU8GTofofB6" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center">Consolidated<br/> Balance Sheet</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value at December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="vertical-align: bottom; padding-bottom: 1.5pt; font-weight: bold; font-style: italic; text-align: left">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> Caption</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Liabilities:</td><td> </td> <td style="text-align: center"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_406_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_znbGvHA69kz" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 20%; text-align: left; padding-bottom: 1.5pt">Contingent consideration - current</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="width: 18%; text-align: center; padding-bottom: 1.5pt">Accrued expenses and other current liabilities</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0998">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0999">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">2,738</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">2,738</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--FinancialLiabilitiesFairValueDisclosure_iI_pn3n3_zz0EQPcOFKa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total Liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1003">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1004">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,738</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,738</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p id="xdx_8A6_zid0aIaELmw2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Derivative Instrument and Hedging Activity</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">“<span style="background-color: white">Note 6 - Debt.</span>” <span style="background-color: white">The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date, and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the year ended December 31, 2022, we recorded a gain of approximately $<span id="xdx_90E_eus-gaap--OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationBeforeTax_pn5n6_c20220101__20221231_zr1e349lK9ze" title="Reclassifications from other comprehensive loss">0.1</span> million based on the change in fair value of the interest rate swap contract within </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">“<span style="background-color: white">interest expense</span>” <span style="background-color: white">in our consolidated statement of income and comprehensive loss. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $<span id="xdx_90A_eus-gaap--ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax_pn5n6_c20220101__20220630_zEQ0L9IRRPKk" title="Reclassification adjustment for gain included in net loss">0.3</span> million to “interest expense” in our consolidated statement of income and comprehensive loss. Refer to </span>“<span style="background-color: white">Note 8 - Supplemental Financial Information</span>” <span style="background-color: white">for further details on the components of accumulated other comprehensive income (loss) for the year ended December 31, 2022, respectively.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">“<span style="background-color: white">Other comprehensive income (loss)</span>” <span style="background-color: white">in our consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the year ended December 31, 2022, respectively. In August 2022, we terminated the interest swap contract.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Contingent Consideration</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89E_eus-gaap--FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock_z2qzAmrpo5c8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8BA_zbiN2peJ9X1l">SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION</span> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: center; font-weight: bold"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td id="xdx_4BE_us-gaap--FairValueByLiabilityClassAxis_custom--ContingentConsiderationMember_zrF6xca5FP45" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Contingent Consideration</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_437_c20220101__20221231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_pn3n3_z51Q9xBzRit9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; font-weight: bold">Balance, December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">6,857</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zYfW6ObJCWId" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Eyce 2021 Contingent Payment settlement in Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(875</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zLsfRZEhQRF" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce 2021 Contingent Payment settlement in cash</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(875</td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--BusinessAcquisitionAxis__custom--OrganicixLLCMember_zblIuPW3Ev3i" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci 2021 Contingent Payment settlement in Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,611</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_ecustom--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityWriteOff_pn3n3_hus-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zj7Ud0JOXzva" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(267</td><td style="text-align: left">)</td></tr> <tr id="xdx_400_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings_pn3n3_zmzI3rb7mU5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Loss from fair value adjustments included in results of operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">509</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_432_c20230101__20231231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_pn3n3_zIT4VKMEiVU1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Balance, December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">2,738</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_zI7JKcTkHMWf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Cash payments for earn contingent consideration</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(350</td><td style="text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityTransfersNet_pn3n3_zeo9Xi1jNbC5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Transfer to notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,650</td><td style="text-align: left">)</td></tr> <tr id="xdx_406_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings_pn3n3_z4r2aiJOKdS9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Loss from fair value adjustments included in results of operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">262</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_43C_c20230101__20231231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_pn3n3_z0wcURPEje36" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance, December 31, 2023</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A5_zIBwIRUjQBu9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Equity Securities Without a Readily Determinable Fair Value</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $<span id="xdx_90D_eus-gaap--EquitySecuritiesWithoutReadilyDeterminableFairValueAmount_iI_pn5n6_c20231231_zze9EjVrEHo2" title="Equity investments without readily determinable fair value"><span id="xdx_902_eus-gaap--EquitySecuritiesWithoutReadilyDeterminableFairValueAmount_iI_pn5n6_c20221231_zafAbeeXNjN9" title="Equity investments without readily determinable fair value">1.9</span></span> million, included within “Other assets” in our consolidated balance sheets. The carrying value included a fair value adjustment of $<span id="xdx_90B_eus-gaap--EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount_pn5n6_c20190101__20191231_zPBh75flftf1" title="Equity method investments, upward price adjustment">1.5</span> million based on an observable price change recognized during the year ended December 31, 2019.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89D_eus-gaap--FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock_zPylFmJ3EwC2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023 and 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8BA_z5o12gkGLBw9">SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: center; padding-bottom: 1.5pt; padding-left: 10pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_498_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zYtEn37kCwHb" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_494_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zXxrGvjgdqNk" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_496_20231231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zdwLlGmCD6A1" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49B_20231231_zSZ64mzCDRF7" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center">Consolidated <br/> Balance Sheet</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value at December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic; text-align: left">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> Caption</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Liabilities:</td><td> </td> <td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_zPrecZr6qkj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 20%; text-align: left; padding-bottom: 1.5pt; padding-left: 10pt">Contingent consideration - current</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="width: 18%; text-align: center; padding-bottom: 1.5pt">Accrued expenses and other current liabilities</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0988">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0989">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">1,000</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">1,000</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--FinancialLiabilitiesFairValueDisclosure_iI_pn3n3_zKa7HtEzPwsg" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total Liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0993">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0994">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,000</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49E_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zMsVXQ2vN3Bj" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49A_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zP561oiTVBMe" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_490_20221231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z6aFS2zNK9Wi" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td id="xdx_49D_20221231_zMU8GTofofB6" style="border-bottom: Black 1.5pt solid; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td style="padding-bottom: 1.5pt; font-weight: bold; text-align: center">Consolidated<br/> Balance Sheet</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Fair Value at December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="vertical-align: bottom; padding-bottom: 1.5pt; font-weight: bold; font-style: italic; text-align: left">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> Caption</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 1</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 2</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Level 3</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Liabilities:</td><td> </td> <td style="text-align: center"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_406_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_znbGvHA69kz" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 20%; text-align: left; padding-bottom: 1.5pt">Contingent consideration - current</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="width: 18%; text-align: center; padding-bottom: 1.5pt">Accrued expenses and other current liabilities</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0998">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0999">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">2,738</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 11%; text-align: right">2,738</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--FinancialLiabilitiesFairValueDisclosure_iI_pn3n3_zz0EQPcOFKa" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total Liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1003">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1004">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,738</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,738</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> 1000000 1000000 1000000 1000000 2738000 2738000 2738000 2738000 100000 300000 <p id="xdx_89E_eus-gaap--FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock_z2qzAmrpo5c8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8BA_zbiN2peJ9X1l">SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION</span> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: center; font-weight: bold"> </td><td style="text-align: center"> </td> <td style="text-align: center"> </td><td id="xdx_4BE_us-gaap--FairValueByLiabilityClassAxis_custom--ContingentConsiderationMember_zrF6xca5FP45" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Contingent Consideration</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_437_c20220101__20221231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_pn3n3_z51Q9xBzRit9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; font-weight: bold">Balance, December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">6,857</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zYfW6ObJCWId" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Eyce 2021 Contingent Payment settlement in Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(875</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zLsfRZEhQRF" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce 2021 Contingent Payment settlement in cash</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(875</td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--BusinessAcquisitionAxis__custom--OrganicixLLCMember_zblIuPW3Ev3i" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci 2021 Contingent Payment settlement in Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,611</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_ecustom--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityWriteOff_pn3n3_hus-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zj7Ud0JOXzva" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(267</td><td style="text-align: left">)</td></tr> <tr id="xdx_400_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings_pn3n3_zmzI3rb7mU5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Loss from fair value adjustments included in results of operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">509</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_432_c20230101__20231231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iS_pn3n3_zIT4VKMEiVU1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Balance, December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">2,738</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilitySettlements_pn3n3_zI7JKcTkHMWf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Cash payments for earn contingent consideration</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(350</td><td style="text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityTransfersNet_pn3n3_zeo9Xi1jNbC5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Transfer to notes payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,650</td><td style="text-align: left">)</td></tr> <tr id="xdx_406_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings_pn3n3_z4r2aiJOKdS9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Loss from fair value adjustments included in results of operations</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">262</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_43C_c20230101__20231231_eus-gaap--FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue_iE_pn3n3_z0wcURPEje36" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 1.5pt">Balance, December 31, 2023</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> 6857000 -875000 -875000 -2611000 -267000 509000 2738000 -350000 -1650000 262000 1000000 1900000 1900000 1500000 <p id="xdx_809_eus-gaap--LesseeOperatingLeasesTextBlock_zMCdmvipDsZd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 5. <span id="xdx_826_z3vENOyP9k1b">LEASES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Greenlane as a Lessee</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2023, we had facilities financed under operating leases consisting of warehouses, offices, and a retail store, with lease term expirations between 2023 and 2027. Lease terms are generally <span id="xdx_90F_eus-gaap--LessorOperatingLeaseTermOfContract_iI_dxL_c20231231__srt--RangeAxis__srt--MinimumMember_zymRPXEXi04g" title="Operating lease, term::XDX::P3Y"><span style="-sec-ix-hidden: xdx2ixbrl1044">three</span></span> to <span id="xdx_907_eus-gaap--LessorOperatingLeaseTermOfContract_iI_dc_c20231231__srt--RangeAxis__srt--MaximumMember_zlUA1LnA7EXb" title="Operating lease, term">seven years</span> for warehouses, office space and our retail store location. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, we took steps to reduce our operational footprint and we continue to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. We successfully transferred, subleased or terminated our office leases for our Cypress, CA, Hermosa Beach, CA, France and China locations. We also successfully transferred, subleased or terminated our retail leases for our Amsterdam, Netherlands, Barcelona, Spain, and Malibu, California locations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 3, 2022, we entered into that certain Lease Termination Agreement, dated as of October 31, 2022 solely for reference purposes (the “Lease Termination Agreement”), by and between us and Warland Investments Company (the “Landlord”), which provided for the termination of our lease at 6261 Katella Avenue in Cypress, California (collectively, the “Lease Termination”). Pursuant to the terms of the Lease Termination Agreement, we agreed to pay a fee of approximately $<span id="xdx_905_ecustom--PaymentForLeaseTermination_pn5n6_c20221103__20221103_zfR2bcrYLxt8" title="Payment for lease termination">0.5</span> million as an early termination fee in consideration for the Landlord agreeing to terminate all of our remaining obligations under the Cypress lease.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89B_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_zSHndPaXVtG6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B1_zjd7K0wLfYLc">SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20231231_zUS2JoIeSoja" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Operating Leases</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_maLOLLPzFMI_zejaa2u1inOe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">2024</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">914</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_maLOLLPzFMI_zJ1vnn5lmGW9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">942</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_pn3n3_maLOLLPzFMI_zTip5XDtyRxj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">81</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_maLOLLPzFMI_z0qnWCfeAMxe" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1058">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive_iI_pn3n3_maLOLLPzFMI_zJHIX14S9ny9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">2028 and thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1060">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_pn3n3_mtLOLLPzFMI_zsJFpttGL6A5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Total minimum lease payments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,937</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iI_pn3n3_z9edekgZUv2d" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">61</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OperatingLeaseLiability_iTI_pn3n3_zHtu0CKIH8G6" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Present value of minimum lease payments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,876</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--OperatingLeaseLiabilityCurrent_iI_pn3n3_zcL1fB9W438h" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: current portion</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">866</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityNoncurrent_iTI_pn3n3_zwqZsN6qOdni" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Long-term portion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,010</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A4_zujR69T8mjd7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Rent expense under operating leases was approximately $<span id="xdx_902_eus-gaap--OperatingLeaseExpense_pn5n6_c20230101__20231231_zrCSrVjeavOb" title="Operating lease expense">1.4</span> million and $<span id="xdx_90B_eus-gaap--OperatingLeaseExpense_pn5n6_c20220101__20221231_zm75dLEa5vGh" title="Operating lease expense">3.6</span> million for the years ended December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_894_eus-gaap--LeaseCostTableTextBlock_z0u2vK1zwe09" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8B3_zUhgjYAlhGYl">SCHEDULE OF LEASE COST</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230101__20231231_zX5jUn8QhLwd" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2023</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20220101__20221231_zxhZy5HhCpth" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2022</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40F_eus-gaap--OperatingLeaseCost_pn3n3_maLCzEB4_zHdOkQOmJVHh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 60%; text-align: left">Operating lease cost</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">1,613</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">2,735</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--VariableLeaseCost_pn3n3_maLCzEB4_zTDW9qInxMu3" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Variable lease cost</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">461</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">837</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--LeaseCost_iT_pn3n3_mtLCzEB4_zL1ViJA5xqhi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; text-align: left; padding-bottom: 2.5pt">Total lease cost</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,074</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,572</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below presents the terms and discount rates of the Company’s operating leases as of December 31:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average remaining lease terms</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_c20231231_z55WQMzdgXmh" title="Weighted average remaining lease terms">1.9</span> years</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_c20221231_z9Dex93HX4uf" title="Weighted average remaining lease terms">2.5</span> years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 60%">Weighted average discount rate</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_90A_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_uPure_c20231231_z6knRLyv38Va" title="Weighted average discount rate">2.2</span></td><td style="width: 1%; text-align: left">%</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_905_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_uPure_c20221231_zMypjs8OUse4" title="Weighted average discount rate">2.2</span></td><td style="width: 1%; text-align: left">%</td></tr> </table> <p id="xdx_8AC_z6AAGI0TmpQ4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> P7Y 500000 <p id="xdx_89B_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_zSHndPaXVtG6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B1_zjd7K0wLfYLc">SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20231231_zUS2JoIeSoja" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Operating Leases</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_maLOLLPzFMI_zejaa2u1inOe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">2024</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">914</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_maLOLLPzFMI_zJ1vnn5lmGW9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">942</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_pn3n3_maLOLLPzFMI_zTip5XDtyRxj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">81</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_maLOLLPzFMI_z0qnWCfeAMxe" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1058">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive_iI_pn3n3_maLOLLPzFMI_zJHIX14S9ny9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">2028 and thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1060">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iTI_pn3n3_mtLOLLPzFMI_zsJFpttGL6A5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Total minimum lease payments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,937</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iI_pn3n3_z9edekgZUv2d" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: imputed interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">61</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OperatingLeaseLiability_iTI_pn3n3_zHtu0CKIH8G6" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Present value of minimum lease payments</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,876</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--OperatingLeaseLiabilityCurrent_iI_pn3n3_zcL1fB9W438h" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: current portion</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">866</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityNoncurrent_iTI_pn3n3_zwqZsN6qOdni" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Long-term portion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,010</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 914000 942000 81000 1937000 61000 1876000 866000 1010000 1400000 3600000 <p id="xdx_894_eus-gaap--LeaseCostTableTextBlock_z0u2vK1zwe09" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8B3_zUhgjYAlhGYl">SCHEDULE OF LEASE COST</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230101__20231231_zX5jUn8QhLwd" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2023</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20220101__20221231_zxhZy5HhCpth" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2022</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40F_eus-gaap--OperatingLeaseCost_pn3n3_maLCzEB4_zHdOkQOmJVHh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 60%; text-align: left">Operating lease cost</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">1,613</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">2,735</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--VariableLeaseCost_pn3n3_maLCzEB4_zTDW9qInxMu3" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Variable lease cost</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">461</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">837</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--LeaseCost_iT_pn3n3_mtLCzEB4_zL1ViJA5xqhi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; text-align: left; padding-bottom: 2.5pt">Total lease cost</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,074</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,572</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below presents the terms and discount rates of the Company’s operating leases as of December 31:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average remaining lease terms</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_c20231231_z55WQMzdgXmh" title="Weighted average remaining lease terms">1.9</span> years</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_c20221231_z9Dex93HX4uf" title="Weighted average remaining lease terms">2.5</span> years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 60%">Weighted average discount rate</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_90A_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_uPure_c20231231_z6knRLyv38Va" title="Weighted average discount rate">2.2</span></td><td style="width: 1%; text-align: left">%</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right"><span id="xdx_905_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_uPure_c20221231_zMypjs8OUse4" title="Weighted average discount rate">2.2</span></td><td style="width: 1%; text-align: left">%</td></tr> </table> 1613000 2735000 461000 837000 2074000 3572000 P1Y10M24D P2Y6M 0.022 0.022 <p id="xdx_804_eus-gaap--DebtDisclosureTextBlock_zV8pOzXoKnrf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 6. <span id="xdx_825_zDaMEM7qs0Hb">DEBT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_896_eus-gaap--ScheduleOfDebtTableTextBlock_zAPnF7ro8684" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B7_zU5csk3rFSRe">SCHEDULE OF DEBT</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="display: none; padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_49A_20231231_zk72MuX4uHC3" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2023</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_490_20221231_zAiIAWEGZ4Fe" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2022</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_402_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zv39Q2MeL4Z1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Asset-Based Loan</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1099">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">15,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zdb8uJd2SCmi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1102">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,538</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zbS8CG3bHm48" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1105">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">647</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zKzFZ2Oz1kNf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Future Receivables Financing</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,174</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1109">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zBHfkSHv7zr8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Secured Bridge Loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1112">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zKFmxe9XAdJc" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Long-term debt, gross</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1115">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--LongTermDebt_iI_pn3n3_zaxO8N2g8Lyd" style="vertical-align: bottom; background-color: White"> <td> <span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Total long term debt</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,283</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,185</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet_iI_pn3n3_zckYzTU5BKE7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Less unamortized debt issuance costs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1120">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,960</td><td style="text-align: left">)</td></tr> <tr id="xdx_404_eus-gaap--LongTermDebtCurrent_iNI_pn3n3_di_zHRWE77ojgZd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Less current portion of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(7,283</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,185</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40A_eus-gaap--LongTermDebtNoncurrent_iTI_pn3n3_z1z2tKpswoo" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Debt, net, excluding operating and finance leases and liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1126">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">13,040</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A0_zUZPwYPnRBy5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Bridge Loan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_907_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_z1DcLDQpdLQ4" title="Debt instrument face amount">8.0</span> million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of <span id="xdx_904_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zKjmAkoRa7Ra" title="Debt instrument interest rate stated percentage">15.0</span>% is due monthly, and the principal amount was originally due in full on June 30, 2022. We incurred $<span id="xdx_900_eus-gaap--DeferredFinanceCostsNet_iI_pn5n6_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zLIVKcqGmps8" title="Debt issuance costs net">0.3</span> million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the “First Amendment”), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the “Bridge Loan”), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $<span id="xdx_909_eus-gaap--RepaymentsOfSecuredDebt_pn5n6_c20220714__20220714__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zhQARRNOBEI8" title="Repayments of secured debt">4.0</span> million of the aggregate principal amount due under the Bridge Loan on July 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Real Estate Note</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $<span id="xdx_907_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20181001__us-gaap--LongtermDebtTypeAxis__us-gaap--RealEstateLoanMember_z35ddAkZ9xIk" title="Debt instrument face amount">8.5</span> million. Our obligations under the Real Estate Note were secured by a mortgage on the property.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the “Real Estate Note Amendment”), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and ACS 1095 LLC (“the HQ Purchaser”) whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $<span id="xdx_906_eus-gaap--ProceedsFromSaleOfRealEstate_pn5n6_c20220901__20220930__us-gaap--LongtermDebtTypeAxis__us-gaap--RealEstateLoanMember_zKAWCzu5fcIc" title="Proceeds from sale of real estate">9.6</span> million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of December 31, 2023 or 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Asset-Based Loan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement (the “Asset-Based Loan Agreement”), dated as of August 8, 2022, by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders (the “Asset Based Loan” or “Line of Credit”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the Asset-Based Loan Agreement, the Lenders agreed to make available to us a term loan of up to $<span id="xdx_905_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n7_c20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zNfNwRzwMdv5" title="Debt instrument face amount">15.0</span> million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term loan amount, $<span id="xdx_907_eus-gaap--RestrictedCashCurrent_iI_pn5n6_c20221231__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zjMdCXa92Qcb" title="Restricted cash">5.7</span> million was located in a blocked account, which was classified as “restricted cash” on our consolidated balance sheet, and which released the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Asset-Based Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the Closing Date (the “Maturity Date”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We incurred $<span id="xdx_90B_eus-gaap--PaymentsOfDebtIssuanceCosts_pn5n6_c20220809__20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zOuFVsqkk3Zi" title="Debt issuance costs">1.5</span> million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $<span id="xdx_90B_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pn5n6_c20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_z7UcmuKdRUo4" title="Debt instrument, unamortized discount">0.5</span> million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which were amortized through interest expense over the term of the Asset-Based Loan. The Asset-Based Loan contained customary covenants and restrictions, including, without limitation, covenants that required us to comply with applicable laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Asset-Based Loan accrued interest at the prime rate plus <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateDuringPeriod_dp_uPure_c20220809__20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zfKHRsXztNWe" title="Basis spread on variable rate">8.0</span>%, and interest payments were due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $<span id="xdx_90F_eus-gaap--DebtInstrumentPeriodicPayment_pn5n6_c20220809__20220809__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zkqM72R1NSOa" title="Debt instrument, periodic payment">0.3</span> million would be due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 9, 2023, we entered into Amendment No. 2 to the Asset-Based Loan Agreement, pursuant to which we agreed to, among other things, to voluntarily prepay approximately $<span id="xdx_902_eus-gaap--PaymentsOfDebtExtinguishmentCosts_pn5n6_c20230209__20230209__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zeUW9wIRR0S7" title="Prepayment of loan agreement">6.6</span> million (inclusive of early termination fees and expenses) under the terms provided for under the Asset-Based Loan Agreement and the lenders under the Asset-Based Loan Agreement agreed to release $<span id="xdx_902_eus-gaap--RestrictedCashCurrent_iI_pn5n6_c20230209__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zVgQMk7q1GDf" title="Restricted cash current">5.7</span> million in funds held in a blocked account pursuant to the terms of the Asset-Based Loan Agreement. Amendment No.2 to the Asset-Based Loan Agreement also provided that we would make additional prepayments upon the occurrence of certain specified asset sales by the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 7, 2023, we repaid the approximately $<span id="xdx_909_eus-gaap--RepaymentsOfSecuredDebt_pn5n6_c20230807__20230807__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zE3n7CGF4OX2" title="Repayments of secured debt">4.3</span> million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Asset-Based Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Asset-Based Loan Agreement, in accordance with the terms of the Asset-Based Loan Agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>DaVinci Promissory Note</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_903_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20211130__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zQk2dnpnn1n3" title="Debt instrument face amount">5.0</span> million. Principal payments plus accrued interest at a rate of <span id="xdx_90F_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20211130__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_z3FqwKgjUvUa" title="Debt instrument, stated percentage">4.0</span>% were due quarterly through October 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Eyce Promissory Note</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In March 2021, one of the Operating Company’s wholly-owned subsidiaries financed a portion of the consideration of the acquisition of Eyce through the issuance of an unsecured promissory note (the “Eyce Promissory Note”) in the principal amount of $<span id="xdx_90A_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20210331__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_ziEBI4cawCJb" title="Debt instrument face amount">2.5</span> million. Principal payments plus accrued interest at a rate of <span id="xdx_901_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_uPure_c20210331__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zX1iZ2X7coGb" title="Debt instrument, interest rate">4.5</span>% are due quarterly through April 2023. As of December 31, 2023, the Eyce Promissory Note was repaid in full, and there was no remaining balance on our condensed consolidated balance sheet.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Future Receivables Financings</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $<span id="xdx_90B_eus-gaap--ProceedsFromIssuanceOfUnsecuredDebt_pn5n6_c20230731__20230803__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zntS3E4jVaSa" title="Proceeds from issuance of unsecured debt">3.0</span> million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with <span id="xdx_90D_ecustom--NumberOfPrivateLenders_pid_dc_uInteger_c20230731__20230803__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_z9TAKCDJAeZk" title="Number of private lenders">two</span> private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately <span id="xdx_90E_eus-gaap--DebtInstrumentTerm_dxL_c20230731__20230803__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember__srt--RangeAxis__srt--MinimumMember_z5LFM9QInhWg" title="Debt instrument term::XDX::P6M"><span style="-sec-ix-hidden: xdx2ixbrl1171">six</span></span> to <span id="xdx_904_eus-gaap--DebtInstrumentTerm_dc_c20230731__20230803__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember__srt--RangeAxis__srt--MaximumMember_zJMBREESt3j4" title="Debt instrument term">eight months</span>. The total amount to be repaid under the initial Future Receivables Financings was approximately $<span id="xdx_909_ecustom--DebtInstrumentTotalAmountToBePaid_pn5n6_c20230731__20230803__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zl5ZkY1zPaj1" title="Debt instrument, total amount to be paid">4.5</span> million. In connection with the Future Receivables Financings, the Company granted the lenders security interests in Company’s accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders may file financing statements evidencing the security interests.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Secured Bridge Loan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a <span id="xdx_908_eus-gaap--DebtInstrumentTerm_dxL_c20230922__20230922_zRNTDc8jn3e" title="Debt instrument, term::XDX::P6M"><span style="-sec-ix-hidden: xdx2ixbrl1177">six</span></span>-month bridge loan of $<span id="xdx_90F_eus-gaap--DebtInstrumentFaceAmount_iI_pn5n6_c20230922__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zC6qQtq53wJ1" title="Debt instrument, face amount">2.2</span> million in new funds. Additionally, the Secured Bridge Loan Lender agreed to defer payments totaling $<span id="xdx_90F_ecustom--DebtInstrumentDeferredPayment_c20230922__20230922__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zRT7G2silKwc" title="Deferred payment amount">2,028,604</span> already owed by the Company under existing payment obligations and potentially defer up to an additional $<span id="xdx_90A_ecustom--DebtInstrumentAdditionalAmountAvailableToBeDeferred_c20230922__20230922__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zASupud1TYMd" title="Additional amount available to be deferred">2,655,778</span> which may become due pursuant to existing agreements during the term of the September 2023 Loan Agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Subject to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral. Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September 2023 Loan Agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Future Minimum Principal Payments</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_899_eus-gaap--ScheduleOfMaturitiesOfLongTermDebtTableTextBlock_zcq3JRIVzKsh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes future scheduled minimum principal payments of debt at December 31, 2023. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span id="xdx_8B1_zmgoii3wP3w4" style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> SCHEDULE OF MATURITIES OF LONG-TERM DEBT</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="display: none; padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths_iI_pn3n3_maLTDzboO_zuZ5jE9nS1Gh" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_914_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths_zPRG4I6h90hl">2024</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo_iI_pn3n3_maLTDzboO_zs3lbb6TBeJi" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_911_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo_z290eOyBtH9j">2025</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree_iI_pn3n3_maLTDzboO_znACTW9ISfMa" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_913_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree_zfBLVoUpYyqa">2026</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_48B_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour_iI_pn3n3_maLTDzboO_zFn12FenUnH9" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_91B_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour_zhDixLWgKq4d">2027</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_481_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive_iI_pn3n3_maLTDzboO_zo01RDvCYSm6" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_910_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive_zZ5VRH2e4Kg">2028</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_483_eus-gaap--LongTermDebt_iTI_pn3n3_mtLTDzboO_zuQu0CSB7Os3" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">Total</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="22" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Year Ending December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2024</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2025</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2026</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2027</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2028</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_418_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zV7kFX7jnpYj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Asset-Based Loan</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1191">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1192">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1193">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1194">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1195">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1196">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_416_20231231__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zNU76zwoFEyb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1197">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1198">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1199">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1200">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1201">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1202">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_418_20231231__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zFo3GjmOTcO8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1203">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1204">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1205">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1206">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1207">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1208">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_41B_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zGxfymyfHkC3" style="vertical-align: bottom; background-color: White"> <td style="width: 40%; text-align: left">Future Receivables Financing</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right">2,174</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1210">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1211">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1212">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1213">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right">2,174</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_41B_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember_zs5abP6GGwhf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Secured Bridge Loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1216">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1217">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1218">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1219">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_415_20231231_zmSGycLgTqV2" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 2.5pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,283</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1222">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1223">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1224">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1225">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,283</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AB_zkg8JMsgspbc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_896_eus-gaap--ScheduleOfDebtTableTextBlock_zAPnF7ro8684" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B7_zU5csk3rFSRe">SCHEDULE OF DEBT</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="display: none; padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_49A_20231231_zk72MuX4uHC3" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2023</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_490_20221231_zAiIAWEGZ4Fe" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">2022</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_402_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zv39Q2MeL4Z1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 60%; text-align: left">Asset-Based Loan</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1099">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">15,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zdb8uJd2SCmi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1102">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,538</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember_zbS8CG3bHm48" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1105">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">647</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zKzFZ2Oz1kNf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Future Receivables Financing</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,174</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1109">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zBHfkSHv7zr8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Secured Bridge Loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1112">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--DebtInstrumentCarryingAmount_iI_pn3n3_hus-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember_zKFmxe9XAdJc" style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Long-term debt, gross</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1115">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--LongTermDebt_iI_pn3n3_zaxO8N2g8Lyd" style="vertical-align: bottom; background-color: White"> <td> <span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Total long term debt</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,283</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,185</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet_iI_pn3n3_zckYzTU5BKE7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Less unamortized debt issuance costs</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1120">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,960</td><td style="text-align: left">)</td></tr> <tr id="xdx_404_eus-gaap--LongTermDebtCurrent_iNI_pn3n3_di_zHRWE77ojgZd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Less current portion of debt</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(7,283</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,185</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40A_eus-gaap--LongTermDebtNoncurrent_iTI_pn3n3_z1z2tKpswoo" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Debt, net, excluding operating and finance leases and liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1126">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">13,040</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 15000000 2538000 647000 2174000 5109000 5109000 7283000 18185000 -1960000 7283000 3185000 13040000 8000000.0 0.150 300000 4000000.0 8500000 9600000 150000000.0 5700000 1500000 500000 0.080 300000 6600000 5700000 4300000 5000000.0 0.040 2500000 0.045 3000000.0 2 P8M 4500000 2200000 2028604 2655778 <p id="xdx_899_eus-gaap--ScheduleOfMaturitiesOfLongTermDebtTableTextBlock_zcq3JRIVzKsh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes future scheduled minimum principal payments of debt at December 31, 2023. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span id="xdx_8B1_zmgoii3wP3w4" style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt"> SCHEDULE OF MATURITIES OF LONG-TERM DEBT</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="display: none; padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths_iI_pn3n3_maLTDzboO_zuZ5jE9nS1Gh" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_914_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths_zPRG4I6h90hl">2024</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo_iI_pn3n3_maLTDzboO_zs3lbb6TBeJi" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_911_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo_z290eOyBtH9j">2025</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_485_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree_iI_pn3n3_maLTDzboO_znACTW9ISfMa" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_913_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree_zfBLVoUpYyqa">2026</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_48B_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour_iI_pn3n3_maLTDzboO_zFn12FenUnH9" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_91B_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour_zhDixLWgKq4d">2027</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_481_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive_iI_pn3n3_maLTDzboO_zo01RDvCYSm6" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center"><span id="xdx_910_eus-gaap--LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive_zZ5VRH2e4Kg">2028</span></td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="display: none; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_483_eus-gaap--LongTermDebt_iTI_pn3n3_mtLTDzboO_zuQu0CSB7Os3" style="border-bottom: Black 1.5pt solid; display: none; font-weight: bold; text-align: center">Total</td><td style="display: none; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="22" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Year Ending December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2024</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2025</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2026</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2027</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2028</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_418_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--SecuredDebtMember_zV7kFX7jnpYj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Asset-Based Loan</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1191">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1192">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1193">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1194">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1195">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1196">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_416_20231231__us-gaap--BusinessAcquisitionAxis__custom--DaVinciLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zNU76zwoFEyb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">DaVinci Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1197">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1198">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1199">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1200">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1201">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1202">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_418_20231231__us-gaap--BusinessAcquisitionAxis__custom--EyceLLCMember__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zFo3GjmOTcO8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Eyce Promissory Note</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1203">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1204">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1205">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1206">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1207">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1208">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_41B_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--UnsecuredDebtMember_zGxfymyfHkC3" style="vertical-align: bottom; background-color: White"> <td style="width: 40%; text-align: left">Future Receivables Financing</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right">2,174</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1210">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1211">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1212">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1213">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 6%; text-align: right">2,174</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_41B_20231231__us-gaap--LongtermDebtTypeAxis__us-gaap--BridgeLoanMember_zs5abP6GGwhf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Secured Bridge Loan</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1216">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1217">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1218">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1219">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,109</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_415_20231231_zmSGycLgTqV2" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 2.5pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,283</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1222">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1223">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1224">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1225">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,283</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 2174000 2174000 5109000 5109000 7283000 7283000 <p id="xdx_801_eus-gaap--CommitmentsAndContingenciesDisclosureTextBlock_zhHirisiupth" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 7. <span id="xdx_82F_zAk4hAGDkmdf">COMMITMENTS AND CONTINGENCIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Legal Proceedings</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Other Contingencies</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.]</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 11—Incomes Taxes” for information regarding income tax contingencies.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_805_eus-gaap--AdditionalFinancialInformationDisclosureTextBlock_zS30Pe3fLwzc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 8. <span id="xdx_82C_zfAhMR0YpW0i">SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>ERC Sale</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, we had recorded an Employee Retention Credit (“ERC”) receivable of $<span id="xdx_90F_ecustom--EmployeeRetentionCredits_pn5n6_c20220101__20221231_zWTuQLhjCel2" title="Employee retention credits receivable">4.9</span> million within “Other current assets” on our consolidated balance sheets, and a corresponding amount was included in “Other income (expense), net” in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and Kim International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $<span id="xdx_906_eus-gaap--Cash_iI_pn5n6_c20230216_zUxKyOUXPnL7" title="Cash">4.9</span> million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the ERC program.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Property and Equipment, net</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_895_eus-gaap--PropertyPlantAndEquipmentTextBlock_zI1z6VMSgG29" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span>The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B8_zi3R9YniiwZc" style="display: none">SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20231231_zA0pxNyXEZSl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20221231_zKgWn61G7JAl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Estimated useful life</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_z9sszzf2Mr94" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 44%; text-align: left">Furniture, equipment and software</td><td style="width: 2%"> </td> <td style="width: 18%; text-align: center"><span id="xdx_902_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__srt--RangeAxis__srt--MinimumMember__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_zY36qVxuOHx3" title="Property plant and equipment useful life">3</span> - <span id="xdx_905_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__srt--RangeAxis__srt--MaximumMember__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_zIFUerlfiZfd" title="Property plant and equipment useful life">7</span> years</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">8,570</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">7,492</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PersonalPropertyMember_zKJw1BBRCVqj" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Personal property</td><td> </td> <td style="text-align: center"><span id="xdx_903_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PersonalPropertyMember_ze1zrnABat0k" title="Property plant and equipment useful life">5</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1245">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1246">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z1worNSfv5o2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Leasehold improvements</td><td> </td> <td style="text-align: center">Lesser of lease term or <span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zgijcYettj21" title="Property plant and equipment useful life">5</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">51</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">104</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--BuildingMember_zGvyB4Ir4Csk" style="vertical-align: bottom; background-color: White"> <td>Building</td><td> </td> <td style="text-align: center"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--BuildingMember_zEBPI2Jn9s9c" title="Property plant and equipment useful life">39</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1255">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1256">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandMember_zgohBWeT0t2g" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Land</td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1260">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1261">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandImprovementsMember_zjS2U9lyMvpk" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Land improvements</td><td> </td> <td style="text-align: center"><span id="xdx_904_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandImprovementsMember_ziopvRfGj7T" title="Property plant and equipment useful life">15</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1263">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1264">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--WorkInProcessMember_zHaFD5xtzRHl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Work in process</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">411</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">679</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_zzwJ5FlQc84e" style="vertical-align: bottom; background-color: White"> <td><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, gross</span></td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,032</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,275</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iI_pn3n3_zqRXXjuDXadb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,556</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,313</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_zrw88d5OS6ah" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Property and equipment, net</td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,476</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,962</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A6_zL75Tx1sJSn8" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022 was approximately $<span id="xdx_902_eus-gaap--Depreciation_pn5n6_c20230101__20231231_z7ndbmkbJLya" title="Depreciation">2.2</span> million and $<span id="xdx_90C_eus-gaap--Depreciation_pn5n6_c20220101__20221231_zZL3ZxgEMx9f" title="Depreciation">3.3</span> million, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Intangible Assets, Net</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_893_eus-gaap--ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock_zTPeFR45jQZ1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Identified intangible assets consisted of the following at the dates indicated below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zIM9Wbcmaid1" style="display: none">SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="16" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Gross carrying amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Accumulated amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Impairment Charge</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Carrying value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Estimated useful life</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="16" style="font-weight: bold; text-align: center">(in thousands)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 15%; text-align: left">Design libraries</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zANzqk22TNs4" style="width: 13%; text-align: right">8,710</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zYRkH2QokHK2" style="width: 13%; text-align: right" title="Finite-Lived Intangible Assets, Accumulated Amortization">(1,010</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_988_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_z6PerXqaG5Gl" style="width: 13%; text-align: right" title="Finite-Lived Intangible Assets, Accumulated Amortization">(7,700</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zr5PNQNFKB9" style="width: 13%; text-align: right" title="Carrying value"><span style="-sec-ix-hidden: xdx2ixbrl1291">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 15%; text-align: center"><span id="xdx_907_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zz2iFR1vGjY6" title="Finite-Lived Intangible Asset, Useful Life">7</span>-<span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zrts3Bz0mtW4" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Trademarks and tradenames</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_ztKwwh1SisZf" style="text-align: right">6,915</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zD4ohvqgBtU9" style="text-align: right">(3,361</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zfEemGhoR3Cj" style="text-align: right">(3,554</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zWNEVnoHTrM9" style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1299">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><span id="xdx_904_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zEmeEhNWUzz9" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zrWKsmuz4Pp" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zugChkrpWZR8" style="text-align: right">43,628</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zBo6t7alPLA" style="text-align: right">(4,666</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zbzdIcdmjyG3" style="text-align: right">(38,962</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zWLZBs2CHyyk" style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1307">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><span id="xdx_905_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zRQyTKyeljL4" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zs95hTAojef8" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Other intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zmzbb7T3IMKa" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zguZq35sNnbb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">(275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zFJiqsd2dwhc" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">(478</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zrseHxqrgil2" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount"><span style="-sec-ix-hidden: xdx2ixbrl1319">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"><span id="xdx_906_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zdN3jYlgMIli" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zdRyokZSjCH6" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total finite-lived intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231_zhQjnZbVRoP2" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">60,006</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231_zTxJESFIBd37" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization">(9,312</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231_zgVWfuhjmpJ5" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization">(50,694</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231_zNdZT79IUvg4" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization"><span style="-sec-ix-hidden: xdx2ixbrl1331">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Trademarks</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_987_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_pn3n3_c20221231__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TradeNamesMember_zYUT7YAWKOqi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-Lived Intangible Assets (Excluding Goodwill)">29,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_iN_pn3n3_di_c20220101__20221231__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TradeNamesMember_zaXMDYzvZjCi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-Lived Intangible Assets (Excluding Goodwill)">(29,500</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt">Indefinite</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total indefinite-lived intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_pn3n3_c20221231_zpShRcsqvzee" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-lived intangibles gross">29,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_iN_pn3n3_di_c20220101__20221231_zcxpLZynStoh" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-lived intangibles gross">(29,500</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--IntangibleAssetsGrossExcludingGoodwill_iI_pn3n3_c20221231_zEYuCgypjxz7" style="border-bottom: Black 2.5pt double; text-align: right" title="Intangible Assets, Net">89,506</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231_zf2Msqa9QsZ9" style="border-bottom: Black 2.5pt double; text-align: right" title="Finite-lived intangible assets, accumulated amortization">(9,312</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--AssetImpairmentCharges_iN_pn3n3_di_c20220101__20221231_ztoDvNti7a34" style="border-bottom: Black 2.5pt double; text-align: right" title="Asset impairment charges">(80,194</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--IntangibleAssetsNetExcludingGoodwill_iI_pn3n3_c20221231_z5XVeetXdey8" style="border-bottom: Black 2.5pt double; text-align: right" title="Carrying value"><span style="-sec-ix-hidden: xdx2ixbrl1347">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td></tr> </table> <p id="xdx_8A5_zUTfQWTUf4r1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows, management concluded that a triggering event occurred in the third quarter of 2022, based upon which we recorded an impairment charge related to our indefinite-lived intangible assets of $<span id="xdx_907_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_pn5n6_c20220701__20220930_zIx3HX7QQrbh" title="Indefinite-lived intangible assets">24.9</span> million. During the fourth quarter of 2022, we further concluded that the remaining $<span id="xdx_90C_eus-gaap--ImpairmentOfLongLivedAssetsToBeDisposedOf_pn5n6_c20221001__20221231_z5AlT8oRgAV6" title="Indefinite-lived intangible assets">4.6</span> million balance of indefinite-lived intangibles was impaired. Based upon these assessments, we recorded a total impairment charge related to indefinite-lived intangibles of $<span id="xdx_90C_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_pn5n6_c20220101__20221231_zIG2XU4RVkG9" title="Indefinite-lived intangible assets">29.5</span> million for the year ended December 31, 2022. We also recorded an impairment charge related to our goodwill balance, as described further below.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We did not acquire any additional intangible assets during the years ended December 31, 2023 and 2022. .</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization expense for intangible assets was approximately $<span id="xdx_903_eus-gaap--AdjustmentForAmortization_c20230101__20231231_zU5XlD54I6C1" title="Amortization">0</span> million and $<span id="xdx_90D_eus-gaap--AdjustmentForAmortization_pn5n6_c20220101__20221231_z7UzkLEVnIC9" title="Amortization">4.4</span> million for the years ended December 31, 2023 and 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Goodwill was assessed for impairment at the reporting unit level. Due to declines in the Company’s stock price as well as changes to our estimates and assumptions of the expected future cash flows of our Consumer Goods and Industrial Goods reporting units, management concluded that a triggering event occurred in the third quarter of 2022, requiring a quantitative impairment test of our goodwill for both of our reporting units. Based on this assessment, we concluded that the fair value of each of our two reporting units was below their respective carrying value, and goodwill was fully impaired for both reporting units during the year ended December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Other Current Assets</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_893_eus-gaap--ScheduleOfOtherAssetsTableTextBlock_zliW4NMnhT32" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the composition of other current assets as of the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> <span id="xdx_8BC_zOtzcoKAula1" style="display: none">SCHEDULE OF OTHER CURRENT ASSETS</span></b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49B_20231231_zzdvYCvSLXha" style="text-align: center"> </td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49D_20221231_z7sGTku3w4N7" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Other current assets:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_408_ecustom--EmployeeRetentionCreditReceivable_iI_pn3n3_maPEAOAzKwn_zXCc7CQ2JBO9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">Employee retention credit (ERC) receivable</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1361">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">4,854</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--ValueAddedTaxReceivableCurrent_iI_pn3n3_maPEAOAzKwn_z60IJ41Q89o6" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">VAT refund receivable (Note 2)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">78</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">143</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--PrepaidExpenseCurrent_iI_pn3n3_maPEAOAzKwn_zvNkQcshlSP9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,207</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,293</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--IndemnificationAssetsReceivableNet_iI_pn3n3_maPEAOAzKwn_zOeFwiDFARi4" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Indemnification receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">736</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--CustomsBondsCurrent_iI_pn3n3_maPEAOAzKwn_zibk2Ejs0yo4" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Customs bonds</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,229</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,378</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OtherAssets_iI_pn3n3_maPEAOAzKwn_zsfKmP6D3HNb" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">798</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,716</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--PrepaidExpenseAndOtherAssetsCurrent_iTI_pn3n3_mtPEAOAzKwn_zNEvCPdTvL01" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets</span></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,319</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">11,120</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AF_zrzAyhfV4C1h" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accrued Expenses and Other Current Liabilities</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_89A_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zkTNwnLr5F9h" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B7_zUBjTYd03XCl" style="display: none">SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold; font-style: italic"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49B_20231231_zzerFxLKmEF6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20221231_zXTQ87zhOqIb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Accrued expenses and other current liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40B_eus-gaap--AccrualForTaxesOtherThanIncomeTaxesCurrent_iI_pn3n3_maALCzHNH_zkbDkvXvNWZk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">VAT payable (including amounts related to VAT matter described in Note 2)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">313</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">2,809</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_maALCzHNH_zQRcYHWdpMGf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Contingent consideration</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,738</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--EmployeeRelatedLiabilitiesCurrent_iI_pn3n3_maALCzHNH_zg924lWXS8Jh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued employee compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">861</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,812</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--AccrualForAmendedEyceApa_iI_pn3n3_maALCzHNH_z8E9q3fPqWFi" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Amended Eyce APA</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1393">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">430</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--AccruedProfessionalFeesCurrent_iI_pn3n3_maALCzHNH_z0kgjBCUyGF9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">499</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">818</td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--CustomerRefundLiabilityCurrent_iI_pn3n3_maALCzHNH_ziKKRLKB6gk7" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Refund liability (including accounts receivable credit balances)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">329</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ConstructionPayableCurrent_iI_pn3n3_maALCzHNH_zMfraD8BxCQ7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued construction in progress (ERP)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1402">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">170</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--TaxesPayableCurrent_iI_pn3n3_maALCzHNH_zaTGYqC95aGf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Sales tax payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">315</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">578</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OtherAccruedLiabilitiesCurrent_iI_pn3n3_maALCzHNH_zVyjX67AIsGl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0"><span style="-sec-ix-hidden: xdx2ixbrl1408">—</span></p></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">198</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--AccruedLiabilitiesCurrent_iTI_pn3n3_mtALCzHNH_zJaCcuqaVPAa" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses and other current liabilities</span></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,056</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">11,882</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AF_zahm7bBP0V4j" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Customer Deposits</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For certain product offerings, we may receive a deposit from the customer (generally <span id="xdx_906_ecustom--CustomerDepositsReceivableAsAPercentOfTotalOrderCost_iI_pid_dp_uPure_c20231231__srt--RangeAxis__srt--MinimumMember_zkTa4KkD2XQ6" title="Customer deposits receivable percentage">25</span>% - <span id="xdx_901_ecustom--CustomerDepositsReceivableAsAPercentOfTotalOrderCost_iI_pid_dp_uPure_c20231231__srt--RangeAxis__srt--MaximumMember_zXpMOPBfZNGh" title="Customer deposits receivable percentage">50</span>% 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, 2023 and 2022, respectively, were as follows:</span></p> <p id="xdx_893_ecustom--ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock_zarqImdmwon7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_ze80jSsYxOAl" style="display: none">SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Customer Deposits</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%">Balance as of December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_988_eus-gaap--ContractWithCustomerLiability_iS_pn3n3_c20220101__20221231_zM5ytdEUoXJg" style="width: 14%; text-align: right" title="Contract with Customer, Liability">7,924</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Increases due to deposits received, net of other adjustments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98C_ecustom--ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments_pn3n3_c20220101__20221231_zIw8gHMubpG2" style="text-align: right" title="Increases due to deposits received, net of other adjustments">12,016</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Revenue recognized</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_ecustom--ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits_pn3n3_c20220101__20221231_zBa7G7ob8Kqk" style="border-bottom: Black 1.5pt solid; text-align: right" title="Revenue recognized">(15,957</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance as of December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98A_eus-gaap--ContractWithCustomerLiability_iS_pn3n3_c20230101__20231231_z5gjGT1fb7ga" style="text-align: right" title="Contract with Customer, Liability">3,983</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Increases due to deposits received, net of other adjustments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments_pn3n3_c20230101__20231231_zWgLMylftMo3" style="text-align: right" title="Increases due to deposits received, net of other adjustments">4,191</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Customer Overpayments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_ecustom--ContractWithCustomerLiabilityCustomerOverpayments_pn3n3_c20230101__20231231_z3iZCxbhxHPa" style="text-align: right" title="Customer Overpayments">220</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Revenue recognized</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits_pn3n3_c20230101__20231231_zbjjhM4zJRv7" style="border-bottom: Black 1.5pt solid; text-align: right" title="Revenue recognized">(5,619</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Balance as of December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--ContractWithCustomerLiability_iE_pn3n3_c20230101__20231231_zB4AO8imkM22" style="border-bottom: Black 2.5pt double; text-align: right" title="Contract with Customer, Liability">2,775</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A9_zLsGVa44Hb02" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated Other Comprehensive Income (Loss)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_899_eus-gaap--ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock_zqGLzVt14Eo7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of accumulated other comprehensive income (loss) for the periods presented were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> <span id="xdx_8B8_zatkft7yuMOd" style="display: none">SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS</span></b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B7_us-gaap--OtherComprehensiveIncomeLocationAxis_custom--ForeignCurrencyTranslationMember_zkUzOERgjtf2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign Currency Translation</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BE_us-gaap--OtherComprehensiveIncomeLocationAxis_custom--UnrealizedGainOrLossOnDerivativeInstrumentMember_zgrap7W4cSeb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Unrealized Gain or (Loss) on Derivative Instrument</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BB_us-gaap--StatementEquityComponentsAxis_us-gaap--AccumulatedOtherComprehensiveIncomeMember_zlueqwp2yWW3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_43F_c20220101__20221231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iS_zUUNvr3PiPRe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 46%">Balance at December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">282</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">42</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">324</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_ecustom--OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity_zK5dGgCBrXsb" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Other comprehensive income (loss)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(211</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">358</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">147</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax_iN_di_zoFr5ekfsaS1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1446">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(332</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(332</td><td style="text-align: left">)</td></tr> <tr id="xdx_40A_eus-gaap--OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest_z6fojaYbJdll" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Less: Other comprehensive (income) loss attributable to non-controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">139</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_430_c20230101__20231231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iS_zfXvOJY40ryj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">55</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1455">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">55</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_ecustom--OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity_ztTjrBf0JhA1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Other comprehensive income (loss)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1459">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest_zmM5a9Uz9bN5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Less: Other comprehensive (income) loss attributable to non-controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1462">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1463">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1464">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_435_c20230101__20231231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iE_zsW3K42my0N9" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Balance at December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">245</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1467">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">245</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AA_zflsjZBMTvJ" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Supplier Concentration</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our four largest vendors accounted for an aggregate of approximately <span id="xdx_902_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20230101__20231231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--SupplierConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__custom--PurchasesBenchmarkMember__srt--MajorCustomersAxis__custom--FourMajorVendorsMember_zh7enkB3H2zh" title="Concentration risk percentage">25.3</span>% and <span id="xdx_908_eus-gaap--ConcentrationRiskPercentage1_pid_dp_uPure_c20220101__20221231__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--SupplierConcentrationRiskMember__us-gaap--ConcentrationRiskByBenchmarkAxis__custom--PurchasesBenchmarkMember__srt--MajorCustomersAxis__custom--FourMajorVendorsMember_zmQCFcOySYF8" title="Concentration risk percentage">57.4</span>% of our total purchases for the years ended December 31, 2023 and 2022, respectively We expect to maintain our relationships with these vendors.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Related Party Transactions</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Nicholas Kovacevich, our former Chief Corporate Development Officer owns capital stock of Blum Holdings Inc. (“Blum”) and serves on the Blum board of directors. Net sales to Blum totaled approximately $<span id="xdx_90E_ecustom--RevenueFromRelatedParty_pn5n6_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__us-gaap--RelatedPartyMember_zSFCk85542Ok" title="Revenue from related parties">0.4</span> million for the ended December 31, 2022. Total accounts receivable due from Blum were approximately $<span id="xdx_90E_eus-gaap--AccountsReceivableNet_iI_pn5n6_c20231231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__us-gaap--RelatedPartyMember_zWoTVHQQUF5h" title="Accounts receivable related parties"><span id="xdx_901_eus-gaap--AccountsReceivableNet_iI_pn5n6_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__us-gaap--RelatedPartyMember_zjI7sHP393V1" title="Accounts receivable related parties">0.4</span></span> million as of December 31, 2023 and 2022, respectively. On February 8, 2023, we filed a lawsuit against Blum in Superior Court of California, Orange County, seeking to compel the repayment of Blum’s open balance due to us. As of the date of these financial statements were available to be issued, there has been a judgement received in favor of the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Adam Schoenfeld, co-founder and a former director of the Company, has a significant ownership interest in one of our customers, Universal Growing. Net sales to Universal Growing were approximately less than $<span id="xdx_903_ecustom--RevenueFromRelatedParty_pn5n6_c20220101__20221231__srt--CounterpartyNameAxis__custom--UniversalGrowingMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__srt--AffiliatedEntityMember_zryATEEqLwja" title="Revenue from related parties">0.1</span> million for the year ended December 31, 2022. Total gross accounts receivable due from Universal Growing as of December 31, 2023 and 2022 were de minimis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, with respect to the $<span id="xdx_902_eus-gaap--BridgeLoan_iI_pn5n6_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--NotesPayableOtherPayablesMember_zrnpUTj6kfA3" title="Bridge loan">8.0</span> million Bridge Loan. On June 30, 2022, we entered into the First Amendment to the Secured Promissory Note, which provided for the extension of the maturity date of the Secured Promissory Note from June 30, 2022 to July 14, 2022. On July 19, 2022, we fully repaid the Bridge Loan and as a result, all obligations under the Bridge Loan have been satisfied.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On July 19, 2022, Warehouse Goods entered into a Membership Interest Purchase Agreement and supporting documents (collectively, the “Sale Agreement”) with Portofino Partners LLC (“Portofino”) to sell the Company’s <span id="xdx_906_ecustom--InvestmentOwnershipPercentage_iI_pid_dp_uPure_c20220719__dei--LegalEntityAxis__custom--PortofinoPartnersLLCMember_zfRz4amZJ2Q8" title="Investment, ownership percentage">50</span>% stake in VIBES Holdings LLC for total consideration of $<span id="xdx_907_eus-gaap--Cash_iI_pn5n6_c20220719__dei--LegalEntityAxis__custom--PortofinoPartnersLLCMember_zyYOKPGUwatb" title="Cash">4.6</span> million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. Portofino is an entity partially controlled by Adam Schoenfeld. The Sale Agreement was approved by the affirmative vote of a majority of the disinterested members of the Board and the audit committee of the Board in accordance with the Company’s related party transactions policy.</span> In addition, $<span id="xdx_900_eus-gaap--RelatedPartyTransactionAmountsOfTransaction_pn5n6_c20220719__20220719__dei--LegalEntityAxis__custom--PortofinoPartnersLLCMember_zC8L9bvizH5d" title="Additional amount transferred">2.4</span> million was transferred to Portofino.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Renah Persofsky, a director of the Company, is a member of the board of directors of Tilray Brands, Inc. (“Tilray”). Net sales to Tilray totaled approximately $<span id="xdx_905_ecustom--RevenueFromRelatedParty_pn5n6_c20220101__20221231__dei--LegalEntityAxis__custom--TilrayBrandsIncMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__us-gaap--RelatedPartyMember_zLYcyaNUgR85" title="Revenue from related parties">2.2</span> million, for the year ended December 31, 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 4900000 4900000 <p id="xdx_895_eus-gaap--PropertyPlantAndEquipmentTextBlock_zI1z6VMSgG29" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span>The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B8_zi3R9YniiwZc" style="display: none">SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20231231_zA0pxNyXEZSl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20221231_zKgWn61G7JAl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Estimated useful life</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_z9sszzf2Mr94" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 44%; text-align: left">Furniture, equipment and software</td><td style="width: 2%"> </td> <td style="width: 18%; text-align: center"><span id="xdx_902_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__srt--RangeAxis__srt--MinimumMember__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_zY36qVxuOHx3" title="Property plant and equipment useful life">3</span> - <span id="xdx_905_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__srt--RangeAxis__srt--MaximumMember__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--FurnitureEquipmentAndSoftwareMember_zIFUerlfiZfd" title="Property plant and equipment useful life">7</span> years</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">8,570</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">7,492</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PersonalPropertyMember_zKJw1BBRCVqj" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Personal property</td><td> </td> <td style="text-align: center"><span id="xdx_903_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PersonalPropertyMember_ze1zrnABat0k" title="Property plant and equipment useful life">5</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1245">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1246">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_z1worNSfv5o2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Leasehold improvements</td><td> </td> <td style="text-align: center">Lesser of lease term or <span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LeaseholdImprovementsMember_zgijcYettj21" title="Property plant and equipment useful life">5</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">51</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">104</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--BuildingMember_zGvyB4Ir4Csk" style="vertical-align: bottom; background-color: White"> <td>Building</td><td> </td> <td style="text-align: center"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--BuildingMember_zEBPI2Jn9s9c" title="Property plant and equipment useful life">39</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1255">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1256">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandMember_zgohBWeT0t2g" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Land</td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1260">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1261">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandImprovementsMember_zjS2U9lyMvpk" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Land improvements</td><td> </td> <td style="text-align: center"><span id="xdx_904_eus-gaap--PropertyPlantAndEquipmentUsefulLife_iI_dtY_c20231231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LandImprovementsMember_ziopvRfGj7T" title="Property plant and equipment useful life">15</span> years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1263">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1264">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--WorkInProcessMember_zHaFD5xtzRHl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Work in process</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">411</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">679</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_zzwJ5FlQc84e" style="vertical-align: bottom; background-color: White"> <td><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, gross</span></td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,032</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,275</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iI_pn3n3_zqRXXjuDXadb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Less: accumulated depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,556</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,313</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_zrw88d5OS6ah" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Property and equipment, net</td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,476</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,962</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> P3Y P7Y 8570000 7492000 P5Y P5Y 51000 104000 P39Y P15Y 411000 679000 9032000 8275000 6556000 4313000 2476000 3962000 2200000 3300000 <p id="xdx_893_eus-gaap--ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock_zTPeFR45jQZ1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Identified intangible assets consisted of the following at the dates indicated below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zIM9Wbcmaid1" style="display: none">SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="16" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Gross carrying amount</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Accumulated amortization</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Impairment Charge</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Carrying value</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Estimated useful life</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="16" style="font-weight: bold; text-align: center">(in thousands)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 15%; text-align: left">Design libraries</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zANzqk22TNs4" style="width: 13%; text-align: right">8,710</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zYRkH2QokHK2" style="width: 13%; text-align: right" title="Finite-Lived Intangible Assets, Accumulated Amortization">(1,010</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_988_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_z6PerXqaG5Gl" style="width: 13%; text-align: right" title="Finite-Lived Intangible Assets, Accumulated Amortization">(7,700</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zr5PNQNFKB9" style="width: 13%; text-align: right" title="Carrying value"><span style="-sec-ix-hidden: xdx2ixbrl1291">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 15%; text-align: center"><span id="xdx_907_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zz2iFR1vGjY6" title="Finite-Lived Intangible Asset, Useful Life">7</span>-<span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DesignLibrariesMember_zrts3Bz0mtW4" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Trademarks and tradenames</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_ztKwwh1SisZf" style="text-align: right">6,915</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zD4ohvqgBtU9" style="text-align: right">(3,361</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zfEemGhoR3Cj" style="text-align: right">(3,554</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zWNEVnoHTrM9" style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1299">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><span id="xdx_904_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zEmeEhNWUzz9" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksAndTradeNamesMember_zrWKsmuz4Pp" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Customer relationships</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zugChkrpWZR8" style="text-align: right">43,628</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zBo6t7alPLA" style="text-align: right">(4,666</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zbzdIcdmjyG3" style="text-align: right">(38,962</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zWLZBs2CHyyk" style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1307">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: center"><span id="xdx_905_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zRQyTKyeljL4" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zs95hTAojef8" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Other intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zmzbb7T3IMKa" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zguZq35sNnbb" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">(275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zFJiqsd2dwhc" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">(478</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zrseHxqrgil2" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount"><span style="-sec-ix-hidden: xdx2ixbrl1319">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"><span id="xdx_906_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MinimumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zdN3jYlgMIli" title="Finite-Lived Intangible Asset, Useful Life">5</span>-<span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20221231__srt--RangeAxis__srt--MaximumMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zdRyokZSjCH6" title="Finite-Lived Intangible Asset, Useful Life">15</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total finite-lived intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_c20221231_zhQjnZbVRoP2" style="border-bottom: Black 1.5pt solid; text-align: right" title="Gross carrying amount">60,006</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231_zTxJESFIBd37" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization">(9,312</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_iN_pn3n3_di_c20220101__20221231_zgVWfuhjmpJ5" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization">(50,694</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20221231_zNdZT79IUvg4" style="border-bottom: Black 1.5pt solid; text-align: right" title="Accumulated amortization"><span style="-sec-ix-hidden: xdx2ixbrl1331">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Trademarks</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_987_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_pn3n3_c20221231__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TradeNamesMember_zYUT7YAWKOqi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-Lived Intangible Assets (Excluding Goodwill)">29,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_iN_pn3n3_di_c20220101__20221231__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TradeNamesMember_zaXMDYzvZjCi" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-Lived Intangible Assets (Excluding Goodwill)">(29,500</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt">Indefinite</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total indefinite-lived intangibles</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_pn3n3_c20221231_zpShRcsqvzee" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-lived intangibles gross">29,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--ImpairmentOfIntangibleAssetsIndefinitelivedExcludedGoodwill_iN_pn3n3_di_c20220101__20221231_zcxpLZynStoh" style="border-bottom: Black 1.5pt solid; text-align: right" title="Indefinite-lived intangibles gross">(29,500</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">—</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: center; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--IntangibleAssetsGrossExcludingGoodwill_iI_pn3n3_c20221231_zEYuCgypjxz7" style="border-bottom: Black 2.5pt double; text-align: right" title="Intangible Assets, Net">89,506</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iI_pn3n3_c20221231_zf2Msqa9QsZ9" style="border-bottom: Black 2.5pt double; text-align: right" title="Finite-lived intangible assets, accumulated amortization">(9,312</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--AssetImpairmentCharges_iN_pn3n3_di_c20220101__20221231_ztoDvNti7a34" style="border-bottom: Black 2.5pt double; text-align: right" title="Asset impairment charges">(80,194</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--IntangibleAssetsNetExcludingGoodwill_iI_pn3n3_c20221231_z5XVeetXdey8" style="border-bottom: Black 2.5pt double; text-align: right" title="Carrying value"><span style="-sec-ix-hidden: xdx2ixbrl1347">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt"> </td></tr> </table> 8710000 -1010000 7700000 P7Y P15Y 6915000 -3361000 3554000 P5Y P15Y 43628000 -4666000 38962000 P5Y P15Y 753000 -275000 478000 P5Y P15Y 60006000 -9312000 50694000 29500000 29500000 29500000 29500000 89506000 -9312000 80194000 24900000 4600000 29500000 0 4400000 <p id="xdx_893_eus-gaap--ScheduleOfOtherAssetsTableTextBlock_zliW4NMnhT32" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the composition of other current assets as of the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> <span id="xdx_8BC_zOtzcoKAula1" style="display: none">SCHEDULE OF OTHER CURRENT ASSETS</span></b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49B_20231231_zzdvYCvSLXha" style="text-align: center"> </td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49D_20221231_z7sGTku3w4N7" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Other current assets:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_408_ecustom--EmployeeRetentionCreditReceivable_iI_pn3n3_maPEAOAzKwn_zXCc7CQ2JBO9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">Employee retention credit (ERC) receivable</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1361">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">4,854</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--ValueAddedTaxReceivableCurrent_iI_pn3n3_maPEAOAzKwn_z60IJ41Q89o6" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">VAT refund receivable (Note 2)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">78</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">143</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--PrepaidExpenseCurrent_iI_pn3n3_maPEAOAzKwn_zvNkQcshlSP9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Prepaid expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,207</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,293</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--IndemnificationAssetsReceivableNet_iI_pn3n3_maPEAOAzKwn_zOeFwiDFARi4" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Indemnification receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">736</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--CustomsBondsCurrent_iI_pn3n3_maPEAOAzKwn_zibk2Ejs0yo4" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Customs bonds</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,229</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,378</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OtherAssets_iI_pn3n3_maPEAOAzKwn_zsfKmP6D3HNb" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">798</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,716</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--PrepaidExpenseAndOtherAssetsCurrent_iTI_pn3n3_mtPEAOAzKwn_zNEvCPdTvL01" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current assets</span></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,319</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">11,120</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 4854000 78000 143000 1207000 1293000 7000 736000 1229000 1378000 798000 2716000 3319000 11120000 <p id="xdx_89A_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zkTNwnLr5F9h" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B7_zUBjTYd03XCl" style="display: none">SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold; font-style: italic"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49B_20231231_zzerFxLKmEF6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20221231_zXTQ87zhOqIb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center"> </td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Accrued expenses and other current liabilities:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40B_eus-gaap--AccrualForTaxesOtherThanIncomeTaxesCurrent_iI_pn3n3_maALCzHNH_zkbDkvXvNWZk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">VAT payable (including amounts related to VAT matter described in Note 2)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">313</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">2,809</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n3_maALCzHNH_zQRcYHWdpMGf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Contingent consideration</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,738</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--EmployeeRelatedLiabilitiesCurrent_iI_pn3n3_maALCzHNH_zg924lWXS8Jh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued employee compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">861</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,812</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--AccrualForAmendedEyceApa_iI_pn3n3_maALCzHNH_z8E9q3fPqWFi" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Amended Eyce APA</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1393">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">430</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--AccruedProfessionalFeesCurrent_iI_pn3n3_maALCzHNH_z0kgjBCUyGF9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued expenses</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">499</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">818</td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--CustomerRefundLiabilityCurrent_iI_pn3n3_maALCzHNH_ziKKRLKB6gk7" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Refund liability (including accounts receivable credit balances)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">68</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">329</td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ConstructionPayableCurrent_iI_pn3n3_maALCzHNH_zMfraD8BxCQ7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Accrued construction in progress (ERP)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1402">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">170</td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--TaxesPayableCurrent_iI_pn3n3_maALCzHNH_zaTGYqC95aGf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Sales tax payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">315</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">578</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OtherAccruedLiabilitiesCurrent_iI_pn3n3_maALCzHNH_zVyjX67AIsGl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><p style="margin: 0"><span style="-sec-ix-hidden: xdx2ixbrl1408">—</span></p></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">198</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--AccruedLiabilitiesCurrent_iTI_pn3n3_mtALCzHNH_zJaCcuqaVPAa" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="display: none; font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses and other current liabilities</span></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,056</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">11,882</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 313000 2809000 1000000 2738000 861000 3812000 430000 499000 818000 68000 329000 170000 315000 578000 198000 3056000 11882000 0.25 0.50 <p id="xdx_893_ecustom--ScheduleOfChangesInCustomerDepositLiabilityTableTextBlock_zarqImdmwon7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_ze80jSsYxOAl" style="display: none">SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Customer Deposits</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%">Balance as of December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_988_eus-gaap--ContractWithCustomerLiability_iS_pn3n3_c20220101__20221231_zM5ytdEUoXJg" style="width: 14%; text-align: right" title="Contract with Customer, Liability">7,924</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Increases due to deposits received, net of other adjustments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98C_ecustom--ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments_pn3n3_c20220101__20221231_zIw8gHMubpG2" style="text-align: right" title="Increases due to deposits received, net of other adjustments">12,016</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Revenue recognized</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_ecustom--ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits_pn3n3_c20220101__20221231_zBa7G7ob8Kqk" style="border-bottom: Black 1.5pt solid; text-align: right" title="Revenue recognized">(15,957</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance as of December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98A_eus-gaap--ContractWithCustomerLiability_iS_pn3n3_c20230101__20231231_z5gjGT1fb7ga" style="text-align: right" title="Contract with Customer, Liability">3,983</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Increases due to deposits received, net of other adjustments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--ContractWithCustomerLiabilityIncreaseDueToDepositsReceivedNetOfOtherAdjustments_pn3n3_c20230101__20231231_zWgLMylftMo3" style="text-align: right" title="Increases due to deposits received, net of other adjustments">4,191</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Customer Overpayments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_ecustom--ContractWithCustomerLiabilityCustomerOverpayments_pn3n3_c20230101__20231231_z3iZCxbhxHPa" style="text-align: right" title="Customer Overpayments">220</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Revenue recognized</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_985_ecustom--ContractWithCustomerLiabilityRevenueRecognizedIncludingDeposits_pn3n3_c20230101__20231231_zbjjhM4zJRv7" style="border-bottom: Black 1.5pt solid; text-align: right" title="Revenue recognized">(5,619</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Balance as of December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_988_eus-gaap--ContractWithCustomerLiability_iE_pn3n3_c20230101__20231231_zB4AO8imkM22" style="border-bottom: Black 2.5pt double; text-align: right" title="Contract with Customer, Liability">2,775</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 7924000 12016000 -15957000 3983000 4191000 220000 -5619000 2775000 <p id="xdx_899_eus-gaap--ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock_zqGLzVt14Eo7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of accumulated other comprehensive income (loss) for the periods presented were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> <span id="xdx_8B8_zatkft7yuMOd" style="display: none">SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS</span></b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4B7_us-gaap--OtherComprehensiveIncomeLocationAxis_custom--ForeignCurrencyTranslationMember_zkUzOERgjtf2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign Currency Translation</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BE_us-gaap--OtherComprehensiveIncomeLocationAxis_custom--UnrealizedGainOrLossOnDerivativeInstrumentMember_zgrap7W4cSeb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Unrealized Gain or (Loss) on Derivative Instrument</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td> <td colspan="2" id="xdx_4BB_us-gaap--StatementEquityComponentsAxis_us-gaap--AccumulatedOtherComprehensiveIncomeMember_zlueqwp2yWW3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_43F_c20220101__20221231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iS_zUUNvr3PiPRe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 46%">Balance at December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">282</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">42</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">324</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_ecustom--OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity_zK5dGgCBrXsb" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Other comprehensive income (loss)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(211</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">358</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">147</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax_iN_di_zoFr5ekfsaS1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1446">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(332</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(332</td><td style="text-align: left">)</td></tr> <tr id="xdx_40A_eus-gaap--OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest_z6fojaYbJdll" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Less: Other comprehensive (income) loss attributable to non-controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(16</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(68</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">139</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_430_c20230101__20231231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iS_zfXvOJY40ryj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2022</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">55</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1455">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">55</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_ecustom--OtherComprehensiveIncomeLossNetOfTaxStockholdersEquity_ztTjrBf0JhA1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Other comprehensive income (loss)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1459">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">190</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest_zmM5a9Uz9bN5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Less: Other comprehensive (income) loss attributable to non-controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1462">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1463">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1464">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_435_c20230101__20231231_eus-gaap--StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest_iE_zsW3K42my0N9" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Balance at December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">245</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1467">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">245</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 282000 42000 324000 -211000 358000 147000 332000 332000 -16000 -68000 139000 55000 55000 190000 190000 245000 245000 0.253 0.574 400000 400000 400000 100000 8000000.0 0.50 4600000 2400000 2200000 <p id="xdx_805_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_ziuUXXXxYFD6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 9. <span id="xdx_82A_zJIPKxdRkPn6">STOCKHOLDERS’ EQUITY</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 <span id="xdx_908_ecustom--NumberOfVotesPerShare_iI_dc_c20231231_zWSiZCMamqh3" title="Number of votes per share">one</span> vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&amp;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).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective August 9, 2022, we completed a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”), as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective June 5, 2023, we completed a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock, as further described in “Note 2 - Summary of Significant Accounting Policies.” As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-Controlling Interest</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned <span id="xdx_90F_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_dp_c20221231__srt--OwnershipAxis__custom--CommonClassAAndBMember_zRXYa3kHrC0b" title="Ownership percentage by parent after merger">100.0</span>% of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>At-the-Market Equity Offering</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify">In August 2021, we established an “at-the-market” equity offering program (the “ATM Program”) that provided for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC (“Cowen”), as the sales agent.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify">Sales of our Class A common stock under the ATM Program were 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 Capital Market or sales made to or through a market maker or through an electronic communications network.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify">Shares of our Class A common stock were issued pursuant to our shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify">On April 18, 2022, we entered into Amendment No. 1 (the “ATM Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the ATM Amendment, approximately $37.3 million in shares remained available for issuance under the ATM Program.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify">Due to the untimely filing of certain of our Quarterly and Annual Reports, we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock_z9eKHFK6eCa1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below summarizes sales of our Class A common stock under the ATM program:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BE_zxBl4fTs5jpg" style="display: none">SUMMARIZES SALES OF OUR CLASS A COMMON STOCK</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">($ in thousands)</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20210801__20221231__us-gaap--SubsidiarySaleOfStockAxis__custom--ATMProgramMember_zidxTX0z2Gei" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>August 2021 (Inception) through</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_406_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zB0VoVU3S2fl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Class A shares sold<span id="xdx_F4A_zgjGEBqCqKD6">*</span></td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">97,262</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--ProceedsFromIssuanceOfCommonStock_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmvUTWT5Wyb3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Gross proceeds</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,684</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--PaymentsOfStockIssuanceCosts_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zgOrmvnBschd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Fees paid to sales agent</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">381</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z3MYf1OHm3c" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Net proceeds</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,303</td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F0F_zAQwCCs4JvK5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td><td style="text-align: justify"><span id="xdx_F14_zSM64Ka0L3aa" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">After giving effect to the Reverse Stock Splits.</span></td> </tr></table> <p id="xdx_8A1_zSWhSkKVpFAh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Common Stock and Warrant Offerings</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>June 2022 Offering</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_90D_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pid_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zdkQpbfWhB3b" title="Sale of stock number of shares issued in transaction">585,000</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_904_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember_zPTUwVVsDs7j" title="Class of warrant or right number of securities called by warrants or rights">495,000</span> shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_909_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_zFW4jaWVsEI6" title="Class of warrant or right number of securities called by warrants or rights">1,080,000</span> shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of <span id="xdx_901_ecustom--NumberOfSharesOfCommonStock_pid_dc_c20220627__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zEkJGeCwfSq1" title="Number of shares of common stock per unit">one</span> share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase <span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_pid_dc_c20220627_zibjQInBobOi" title="Number of securities called by each warrant">one</span> share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable <span id="xdx_905_ecustom--WarrantsAndRightsOutstandingVestingTerm_dc_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--June2022OfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember_zmAEsWzh48o3" title="Warrants outstanding, vesting term">six months</span> from the date of issuance at an exercise price equal to $<span id="xdx_901_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_zgJxAuofHfob" title="Class of warrant or right number of securities called by warrants or rights, per share">5.00</span> per share of Class A common stock for a period of <span id="xdx_90F_eus-gaap--WarrantsAndRightsOutstandingTerm_iI_dc_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--June2022OfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember_zAmY8NvffMS3" title="Warrants outstanding, term">five years</span>. Each June 2022 Pre-Funded Warrant was exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $<span id="xdx_901_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember_zvAECZJ85RDg" title="Class of warrant or right number of securities called by warrants or rights, per share">0.002</span>. The June 2022 Offering generated gross proceeds of approximately $<span id="xdx_90D_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember_z6lGmk1cLrg9" title="Proceeds from issuance of common stock and warrants gross">5.4</span> million and net proceeds to the Company of approximately $<span id="xdx_90A_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20220627__20220627__us-gaap--SubsidiarySaleOfStockAxis__custom--JuneTwentyTwentyTwoOfferingMember_zYqQtIvOY1p9" title="Proceeds from issuance of Class A common stock, net of costs - ATM Program">5.0</span> million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional <span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20220627__20220627__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--June2022OfferingMember_zQ1FAEHZDkIg" title="Additional shares issued">495,000</span> shares of our Class A common stock, for de minimis net proceeds.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>October 2022 Offering</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_903_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pid_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zk0tRigmucCf" title="Sale of stock number of shares issued in transaction">695,555</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_909_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember_zrvas6WffxH5" title="Class of warrant or right number of securities called by warrants or rights">137,778</span> shares of our Class A common stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_906_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_z7UfrNw49czj" title="Class of warrant or right number of securities called by warrants or rights">1,666,667</span> shares of our Class A common stock (the “October 2022 Standard Warrants”). The October 2022 units each consisted of <span id="xdx_906_ecustom--NumberOfSharesOfCommonStock_iI_dc_c20221027__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember_z9PdEhvgTnxf" title="Number of shares of common stock per unit">one</span> share of Class A common stock or a October 2022 Pre-Funded Warrant and <span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_pid_dc_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember_zXBWWp3XUEf7" title="Number of securities called by each warrant">two</span> October 2022 Standard Warrants to purchase <span id="xdx_905_ecustom--NumberOfSharesOfCommonStock_iI_pid_dc_c20221027__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember_zbjwEo4cCE9c" title="Number of shares of common stock per unit">one</span> share of our Class A common stock. The October 2022 units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $<span id="xdx_908_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_zYOn3Fi6xk7k" title="Class of warrant or right number of securities called by warrants or rights, per share">0.90</span> per share of Class A common stock for a period of <span id="xdx_900_eus-gaap--WarrantsAndRightsOutstandingTerm_iI_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember_zDCBqslE06ek" title="Warrants outstanding, term">seven years</span>. Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for <span id="xdx_903_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_pid_dc_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember_z48AIN62d50i" title="Number of securities called by each warrant">one</span> share of Class A common stock at an exercise price of $<span id="xdx_903_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember_zFP2rX2rAT59" title="Class of warrant or right number of securities called by warrants or rights, per share">0.0001</span>. The October 2022 Offering generated gross proceeds of approximately $<span id="xdx_90D_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember_zwUhMNMaiJec" title="Proceeds from issuance of common stock and warrants gross">7.5</span> million and net proceeds to the Company of approximately $<span id="xdx_90F_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20221027__20221027__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember_zFthDNNarzZa" title="Proceeds from issuance of Class A common stock, net of costs - ATM Program">6.8</span> million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20221027__20221027__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--OctoberTwentyTwentyTwoOfferingMember_ztPwVJplnKrb" title="Additional shares issued">137,778</span> shares of our Class A common stock, for de minimis net proceeds.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>July 2023 Offering</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of <span id="xdx_909_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pid_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMmhl8lhKQ1e" title="Sale of stock number of shares issued in transaction">560,476</span> shares of our Class A common stock, pre-funded warrants to purchase up to <span id="xdx_902_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember_z4ex1hpOTsVd" title="Class of warrant or right number of securities called by warrants or rights">3,487,143</span> shares of our Class A common stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to <span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_zz7wLOeWVGt7" title="Class of warrant or right number of securities called by warrants or rights">8,095,238</span> shares of our Class A common stock (the “July 2023 Standard Warrants”). The July 2023 units each consisted of <span id="xdx_906_ecustom--NumberOfSharesOfCommonStock_iI_dc_c20230629__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_z7cvXENaWoti" title="Number of shares of common stock per uni">one</span> share of Class A common stock or a July 2023 Pre-Funded Warrant and <span id="xdx_900_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight_iI_dc_c20230629__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zf9JxsblCFn3" title="Number of securities called by each warrant">two</span> July 2023 Standard Warrants to purchase <span id="xdx_906_ecustom--NumberOfSharesOfCommonStock_iI_dc_c20230629__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zwcTiekP7iU9" title="Number of shares of common stock per uni">one</span> share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $<span id="xdx_900_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--StandardWarrantsMember_zNyubpdMRJKk" title="Class of warrant or right number of securities called by warrants or rights, per share">1.05</span> per share of Class A common stock for a period of <span id="xdx_90D_eus-gaap--WarrantsAndRightsOutstandingTerm_iI_dc_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember_ziBbB4UggUrk" title="Warrants outstanding, term">five years</span>. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for <span id="xdx_906_ecustom--NumberOfSharesOfCommonStock_iI_dc_c20230629__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zCyJuKcb7uM7" title="Number of shares of common stock per uni">one</span> share of Class A common stock at an exercise price of $<span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember_zXrjQxDhLfDk" title="Class of warrant or right number of securities called by warrants or rights, per share">0.0001</span>. The July 2023 Offering generated gross proceeds of approximately $<span id="xdx_908_ecustom--ProceedsFromIssuanceOfCommonStockAndWarrantsGross_pn5n6_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zW1E9g65W5f4" title="Proceeds from issuance of common stock and warrants gross">4.3</span> million and net proceeds to the Company of approximately $<span id="xdx_905_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn5n6_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_z5YLbbZ1gXMk" title="Proceeds from issuance of Class A common stock, net of costs - ATM Program">3.9</span> million.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of the date of this Annual Report on Form 10-K, all July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zXdtT5Vr7J78" title="Additional shares issued">1,911,000</span> shares of our Class A common stock subsequent to year end, for de minimis net proceeds.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to <span id="xdx_904_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__us-gaap--ClassOfWarrantOrRightAxis__custom--PreFundedWarrantsMember__us-gaap--TypeOfArrangementAxis__custom--NegotiatedAgreementsMember_zpG6DtpJRZAc" title="Class of warrant or right number of securities called by warrants or rights">1,344,367</span> shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $<span id="xdx_901_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20220630__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember__us-gaap--TypeOfArrangementAxis__custom--NegotiatedAgreementsMember_zn98aq4rtCte" title="Class of warrant or right number of securities called by warrants or rights, per share">50.00</span> and $<span id="xdx_90A_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20221030__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember__us-gaap--TypeOfArrangementAxis__custom--NegotiatedAgreementsMember_zon9oHcqvHoj" title="Class of warrant or right number of securities called by warrants or rights, per share">9.00</span>, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $<span id="xdx_900_eus-gaap--WarrantExercisePriceIncrease_pid_c20230629__20230629__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember__custom--ClassOfWarrantOrRighAxis__custom--PreFundedWarrantsMember__us-gaap--TypeOfArrangementAxis__custom--NegotiatedAgreementsMember_zD73NZc1O1Ja" title="Warrant exercise price">1.05</span>, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Net Loss Per Share</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_892_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_zgIjzooBxclc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_zt48m3PwC5x9" style="display: none">SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center; font-style: italic"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_497_20230101__20231231_zBryAPfaz8c6" style="text-align: center"> </td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49B_20220101__20221231_ztRBqGfMeJ3h" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the year ended December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands, except per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-style: italic">Numerator:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40C_eus-gaap--ProfitLoss_pn3n3_maNILATznUn_zoKlffugCC4j" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">Net loss</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(32,325</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(182,226</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Less: Net loss attributable to non-controlling interests</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90D_eus-gaap--NetIncomeLossAttributableToNoncontrollingInterest_iN_pn3n3_di_c20230101__20231231_zufRBhwIPsR5" title="Less: Net loss attributable to non-controlling interests">150</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90D_eus-gaap--NetIncomeLossAttributableToNoncontrollingInterest_pn3n3_c20220101__20221231_zuXK8bLTjfl3" title="Less: Net loss attributable to non-controlling interests">(12,717</span></td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--FairValueAdjustmentOfWarrants_pn3n3_msNILATznUn_zHh4IeIJjTTf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Plus: Deemed Dividend on “October 2022 Standard Warrants”</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(388</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1603">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--NetIncomeLossAvailableToCommonStockholdersDiluted_pn3n3_mtNILATznUn_zDjS2vJYXGuc" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Net loss attributable to Class A common stockholders</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(32,563</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(169,509</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-style: italic">Denominator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_zRWZm1UHxct1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Weighted average shares of Class A common stock outstanding<span id="xdx_F48_zdl5nbvqxVa6">*</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,993</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">Net loss per share of Class A common stock - basic and diluted*</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_908_eus-gaap--EarningsPerShareBasic_pid_c20230101__20231231_fKg_____z61SAeUGSys2" title="Net loss per share of Class A common stock - basic"><span id="xdx_90E_eus-gaap--EarningsPerShareDiluted_pid_c20230101__20231231_fKg_____zC8eCmIj9z52" title="Net loss per share of Class A common stock - diluted">(8.16</span></span></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_90C_eus-gaap--EarningsPerShareBasic_pid_c20220101__20221231_fKg_____zOzQpYGY1lh6" title="Net loss per share of Class A common stock - basic"><span id="xdx_90F_eus-gaap--EarningsPerShareDiluted_pid_c20220101__20221231_fKg_____zApUm42sdnva" title="Net loss per share of Class A common stock - diluted">(22.51</span></span></td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td id="xdx_F02_zxTPihfolax7" style="width: 15pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td><td style="text-align: justify"><span id="xdx_F1C_zEFJ0yqirZVc" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">After giving effect to the Reverse Stock Splits.</span></td> </tr></table> <p id="xdx_8A2_zjw0kZuH4BSb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The July 2023 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, 2023, beginning with their issuance date, as their stated exercise price of $<span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230731__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zUbIzHpJBVwg" title="Exercise price stated, per share">0.001</span> was non-substantive and their exercise was virtually assured.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to <span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_pid_c20230629__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__us-gaap--SubsidiarySaleOfStockAxis__custom--November2022OfferingMember_zQYI2s6bzBMa" title="Purchase of warrant, shares">1,344,367</span> shares of Class A common stock that were previously issued in November 2022 at an exercise price per share of $<span id="xdx_905_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230629__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__us-gaap--SubsidiarySaleOfStockAxis__custom--November2022OfferingMember_zC1gCeA6jfIe" title="Warrant per share">9.00</span>. The warrants expire on November 1, 2029. In connection with the amendment, the exercise price of the warrants was reduced to $<span id="xdx_906_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20230629__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zpzeRsG1CMz6" title="Warrant per share">1.05</span>. The impact of the amendment resulted in a deemed dividend in the amount of $<span id="xdx_90E_eus-gaap--FairValueAdjustmentOfWarrants_pn5n6_c20230629__20230629__us-gaap--ClassOfWarrantOrRightAxis__custom--StandardWarrantsMember__us-gaap--SubsidiarySaleOfStockAxis__custom--JulyTwoThousandTwentyTwentyThreeOfferingMember_zaeWArWbEfkg" title="Fair value adjustment of warrants">0.4</span> million. The deemed dividend was calculated by the change in fair value.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the years ended December 31, 2023 and 2022, respectively, shares of Class B 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Shares of our Class B 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 under the two-class method have not been presented for the years ended December 31, 2023 and 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned <span id="xdx_903_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_pid_dp_uPure_c20231231__srt--OwnershipAxis__custom--CommonClassAAndBMember_zwD0cXS37t5" title="Owned percentage"><span id="xdx_908_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_pid_dp_uPure_c20221231__srt--OwnershipAxis__custom--CommonClassAAndBMember_zysBqQCB55W6" title="Owned percentage">100.0</span></span>% of the economic interests in the Operating Company as of December 31, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 1 1.000 <p id="xdx_89C_eus-gaap--ScheduleOfSaleOfStockBySubsidiaryOrEquityMethodInvesteeDisclosureTextBlock_z9eKHFK6eCa1" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The table below summarizes sales of our Class A common stock under the ATM program:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BE_zxBl4fTs5jpg" style="display: none">SUMMARIZES SALES OF OUR CLASS A COMMON STOCK</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">($ in thousands)</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20210801__20221231__us-gaap--SubsidiarySaleOfStockAxis__custom--ATMProgramMember_zidxTX0z2Gei" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>August 2021 (Inception) through</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31, 2023</b></span></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr id="xdx_406_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zB0VoVU3S2fl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Class A shares sold<span id="xdx_F4A_zgjGEBqCqKD6">*</span></td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">97,262</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--ProceedsFromIssuanceOfCommonStock_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmvUTWT5Wyb3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Gross proceeds</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,684</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--PaymentsOfStockIssuanceCosts_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zgOrmvnBschd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Fees paid to sales agent</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">381</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--ProceedsFromIssuanceOfClassACommonStockNetOfCostsATMProgram_pn3n3_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z3MYf1OHm3c" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Net proceeds</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,303</td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F0F_zAQwCCs4JvK5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td><td style="text-align: justify"><span id="xdx_F14_zSM64Ka0L3aa" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">After giving effect to the Reverse Stock Splits.</span></td> </tr></table> 97262000 12684000 381000 12303000 585000 495000 1080000 1 1 P6M 5.00 P5Y 0.002 5400000 5000000.0 495000 695555 137778 1666667 1 2 1 0.90 P7Y 1 0.0001 7500000 6800000 137778 560476 3487143 8095238 1 2 1 1.05 P5Y 1 0.0001 4300000 3900000 1911000 1344367 50.00 9.00 1.05 <p id="xdx_892_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_zgIjzooBxclc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_zt48m3PwC5x9" style="display: none">SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="text-align: center; font-style: italic"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_497_20230101__20231231_zBryAPfaz8c6" style="text-align: center"> </td><td style="text-align: center"> </td><td style="text-align: center"> </td> <td colspan="2" id="xdx_49B_20220101__20221231_ztRBqGfMeJ3h" style="text-align: center"> </td><td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">For the year ended December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands, except per share data)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-style: italic">Numerator:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr id="xdx_40C_eus-gaap--ProfitLoss_pn3n3_maNILATznUn_zoKlffugCC4j" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">Net loss</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(32,325</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(182,226</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Less: Net loss attributable to non-controlling interests</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90D_eus-gaap--NetIncomeLossAttributableToNoncontrollingInterest_iN_pn3n3_di_c20230101__20231231_zufRBhwIPsR5" title="Less: Net loss attributable to non-controlling interests">150</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90D_eus-gaap--NetIncomeLossAttributableToNoncontrollingInterest_pn3n3_c20220101__20221231_zuXK8bLTjfl3" title="Less: Net loss attributable to non-controlling interests">(12,717</span></td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--FairValueAdjustmentOfWarrants_pn3n3_msNILATznUn_zHh4IeIJjTTf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Plus: Deemed Dividend on “October 2022 Standard Warrants”</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(388</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1603">-</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--NetIncomeLossAvailableToCommonStockholdersDiluted_pn3n3_mtNILATznUn_zDjS2vJYXGuc" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Net loss attributable to Class A common stockholders</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(32,563</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(169,509</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-style: italic">Denominator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_zRWZm1UHxct1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Weighted average shares of Class A common stock outstanding<span id="xdx_F48_zdl5nbvqxVa6">*</span></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,993</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">753</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 1.5pt">Net loss per share of Class A common stock - basic and diluted*</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_908_eus-gaap--EarningsPerShareBasic_pid_c20230101__20231231_fKg_____z61SAeUGSys2" title="Net loss per share of Class A common stock - basic"><span id="xdx_90E_eus-gaap--EarningsPerShareDiluted_pid_c20230101__20231231_fKg_____zC8eCmIj9z52" title="Net loss per share of Class A common stock - diluted">(8.16</span></span></td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_90C_eus-gaap--EarningsPerShareBasic_pid_c20220101__20221231_fKg_____zOzQpYGY1lh6" title="Net loss per share of Class A common stock - basic"><span id="xdx_90F_eus-gaap--EarningsPerShareDiluted_pid_c20220101__20221231_fKg_____zApUm42sdnva" title="Net loss per share of Class A common stock - diluted">(22.51</span></span></td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td id="xdx_F02_zxTPihfolax7" style="width: 15pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td><td style="text-align: justify"><span id="xdx_F1C_zEFJ0yqirZVc" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">After giving effect to the Reverse Stock Splits.</span></td> </tr></table> -32325000 -182226000 -150000 -12717000 -388000 -32563000 -169509000 3993000 753000 -8.16 -8.16 -22.51 -22.51 0.001 1344367 9.00 1.05 400000 1.000 1.000 <p id="xdx_802_eus-gaap--CompensationRelatedCostsGeneralTextBlock_znQ0WW5V1Rmd" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 10. <span id="xdx_824_zPScdveMWoti">COMPENSATION PLANS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amended and Restated 2019 Equity Incentive Plan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 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. At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the “Second Amended 2019 Plan”) which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan. Following the effect of the Reverse Stock Splits, the total number of shares of Class A common stock authorized for issuance is <span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized_iI_pid_c20231231__us-gaap--PlanNameAxis__custom--TwoThousandNineteenEquityIncentivePlanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zripSB6Zd5Bc" title="Common stock authorized">110,000</span> shares as of December 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On June 2, 2023, the Company’s stockholders approved a third amendment and restatement of the 2019 Plan (the “Third Amended Plan”). The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance under the Second Amended 2019 Plan by <span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized_c20230601__20230602__us-gaap--PlanNameAxis__custom--TwoThousandNineteenEquityIncentivePlanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zJOXkygvCKOk" title="Number of shares authorized for issuance">209,862</span> shares to an aggregate of <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized_iI_c20230602__us-gaap--PlanNameAxis__custom--TwoThousandNineteenEquityIncentivePlanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zC6NA8quV0hg" title="Aggregate of common stock">319,862</span> shares. As of the date of this Annual Report on Form 10-K, we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares authorized under the Third Amended Plan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Equity-Based Compensation Expense</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Equity-based compensation expense is included within “salaries, benefits and payroll taxes” in our consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89C_eus-gaap--DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock_zvQSzl5oMHv1" style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B6_z2BiAKfrkgQl" style="display: none">SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_499_20230101__20231231_zrGmiUm8LKBh" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20220101__20221231_zet6nM3E9HS1" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIDKzUz0Tphk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Stock options - Class A common stock</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">1,098</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zYoaJZ6VDXH" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Restricted shares - Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">517</td><td style="text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIiOfogoc1Cl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Restricted stock units (RSUs) - Class A common stock</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1650">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--AllocatedShareBasedCompensationExpense_zLTdIARxkZXd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total equity-based compensation expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">73</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,626</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A9_zRvx3uOgtjTb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, we granted an aggregate of <span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_c20220101__20221231__srt--TitleOfIndividualAxis__srt--DirectorMember_zqfEtEhKv7mh" title="Share based compensation arrangement by sharebased payment award, options, grants in period">129,106 </span>options to our directors and certain employees. The stock options were granted with exercise prices ranging from $<span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231__srt--RangeAxis__srt--MinimumMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zbd7C7bt7G0j" title="Share based compensation arrangement by share-based payment exercise price">2.52</span> per share to $<span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231__srt--RangeAxis__srt--MaximumMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zcTUioYzZXr1" title="Sharebased compensation arrangement by share-based payment exercise price">20.00</span> per share, and vesting periods ranging from <span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1_dc_c20220101__20221231__srt--RangeAxis__srt--MinimumMember__srt--TitleOfIndividualAxis__srt--DirectorMember_z8bV6hQ1a4Ga" title="Sharebased compensation arrangement by share-based payment vesting periods">three months</span> to<span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1_dc_c20220101__20221231__srt--RangeAxis__srt--MaximumMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zHYmSRWnFeBi" title="Sharebased compensation arrangement by share-based payment vesting periods"> four years</span>. There were <span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_do_c20230101__20231231__srt--TitleOfIndividualAxis__srt--DirectorMember_zIgVHvf9kEE4" title="Share based options granted">no</span> options granted during the year ended December 31, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_eus-gaap--ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock_zpkcN4jcctth" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total remaining unrecognized compensation expense as of December 31, 2023 was as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8B6_zAsnwZ0BLxf2" style="display: none">SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20231231_zCqCxP6S46K4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Remaining Unrecognized Compensation Expense December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">(in years)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zrg6tO2EX2nj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Stock options - Class A common stock</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1670">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span id="xdx_901_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4vO4XLgLO5e" title="Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized">0</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_zJItmNAmPZvi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Restricted shares - Class A common stock</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">19</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><span id="xdx_903_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zaDUWc1wxRTi" title="Weighted average period remaining unrecognized compensation expense">0.85</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zW5UnBdqx5Lg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Total remaining unrecognized compensation expense</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">19</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A5_zGtNfMicBF96" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89D_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zsXRt2UcXgnk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of the stock option awards granted during the year ended December 31, 2022 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zDNDRUA5AdCf" style="display: none">SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; border-collapse: collapse; width: 80%; margin-right: auto"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%; text-align: left">Expected volatility (1)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_zztwOTuYQwm4" title="Expected volatility, Minimum">100</span>% - <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_znl89dNilVV6" title="Expected volatility, Maximum">100</span>%</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected dividend yield (2)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDIp_zyzIhPIebqs" title="Expected dividend yield"><span style="-sec-ix-hidden: xdx2ixbrl1686">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected term (3)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MinimumMember_fKDMp_ziRfw4WWmFO5" title="Expected term">5.88</span> - <span id="xdx_903_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MaximumMember_fKDMp_zpWtqtdJ6H4a" title="Expected term">6.05</span> years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk-free interest rate (4)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MinimumMember_fKDQp_zLnrkErlTV2i" title="Risk-free interest rate, Minimum">1.62</span>% - <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MaximumMember_fKDQp_zFvvobVZZH5h" title="Risk-free interest rate, Maximum">3.31</span>%</span></td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F00_zDlQeISEEYb2" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</span></td><td style="text-align: justify"><span id="xdx_F10_zPtHcbA9sKdd" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F03_zwS8mW0q7bK9" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td><td style="text-align: justify"><span id="xdx_F1E_zkePAYwxbzD4" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F0E_zi1jGDe8SLf5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3)</span></td><td style="text-align: justify"><span id="xdx_F13_zfp4rvafPJrh" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F03_zSyG5T9scaIk" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4)</span></td><td style="text-align: justify"><span id="xdx_F10_zzmFYwGJv83b" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.</span></td> </tr></table> <p id="xdx_8AB_zdBWDWfH4Agg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_897_eus-gaap--ScheduleOfStockOptionsRollForwardTableTextBlock_zaypj76Tqsnd" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of stock option activity for the years ended December 31, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B3_zNaSqyRHxsfd" style="display: none">SUMMARY OF STOCK OPTION ACTIVITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Stock Options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Number of Options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted-Average <br/> Exercise Price</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Outstanding as of December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20220101__20221231_zllUlSxpK6l7" style="width: 14%; text-align: right" title="Stock Option,Number of Option, Beginning Balance">265,947</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20220101__20221231_zp6rAeibkPve" title="Stock Option,Weighted-Average Beginning Balance">71.80</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20220101__20221231_zQIUO9vAfbH9" style="text-align: right" title="Stock Option, Number of Option, Granted">129,106</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_zylSfsWCSDcf" title="Stock Option,Weighted-Average Exercis Price, Granted">9.34</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20220101__20221231_zpNFdly1yYJ4" style="text-align: right" title="Stock Option, Number of Option, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1710">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_zCRhNoTRxTNi" title="Stock Option,Weighted-Average Exercis Price, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1712">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited_iN_pid_di_c20220101__20221231_z9sXzIXNUV6j" style="border-bottom: Black 1.5pt solid; text-align: right" title="Stock Option, Number of Option, Forfeited">(167,201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_z9Q0mF1BLcFi" title="Stock Option,Weighted-Average Exercis Price, Forfeited">17.59</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Outstanding as of December 31, 2022</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20230101__20231231_ztFmFxTH9TGi" style="text-align: right" title="Stock Option,Number of Option, Beginning Balance">227,852</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231_zkf8fwIVIFF5" title="Stock Option,Weighted-Average Beginning Balance">58.88</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231_zuz3Zk8W1D4g" style="text-align: right" title="Stock Option, Number of Option, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1722">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zevsnoIDdZt2" title="Stock Option,Weighted-Average Exercis Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1724">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230101__20231231_zhflvhzPtaVd" style="text-align: right" title="Stock Option, Number of Option, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1726">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zsALrqX32rK3" title="Stock Option,Weighted-Average Exercis Price, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1728">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited_iN_pid_di_c20230101__20231231_zNy8xAf99b5k" style="border-bottom: Black 1.5pt solid; text-align: right" title="Stock Option, Number of Option, Forfeited">(83,044</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zXyhFB6NKF17" title="Stock Option,Weighted-Average Exercis Price, Forfeited"><span style="-sec-ix-hidden: xdx2ixbrl1732">—</span></span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt">Outstanding as of December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20230101__20231231_zPm87rwhPbse" style="border-bottom: Black 2.5pt double; text-align: right" title="Stock Option,Number of Option, Ending Balance">144,808</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20230101__20231231_zobFAuQZuqO7" title="Stock Option,Weighted-Average Ending Balance">57.64</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_zVNqD0745Cm3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The weighted-average grant date fair value of options granted for the year ended December 31, 2022 was $<span id="xdx_908_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20220101__20221231_zwy67TnA1W38" title="Weighted average of stock options granted">9.34</span>. The total fair value of stock options vested during the years ended December 31, 2023 and 2022 was approximately $<span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1_pn5n6_c20230101__20231231_zDHP24Rv50Hl" title="Weighted average of stock options vested">0.1</span> million and $<span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1_pn5n6_c20220101__20221231_z3SEOb8HjBk7" title="Weighted average of stock options vested">2.1</span> million, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>401(k) Plan</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription_c20230101__20231231_zAPJFcb0oXR1">Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($23,000 for calendar year 2023). Participants are eligible to receive a matching contribution from us of 100% of the first 3% and 50% of the next 2% of contributions. Matching contributions, other than safe-harbor contributions, vest 33% per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100% vested as of the date of the contribution</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 110000 209862 319862 <p id="xdx_89C_eus-gaap--DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock_zvQSzl5oMHv1" style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B6_z2BiAKfrkgQl" style="display: none">SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_499_20230101__20231231_zrGmiUm8LKBh" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20220101__20221231_zet6nM3E9HS1" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIDKzUz0Tphk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Stock options - Class A common stock</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">1,098</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zYoaJZ6VDXH" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Restricted shares - Class A common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">37</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">517</td><td style="text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--AllocatedShareBasedCompensationExpense_hus-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIiOfogoc1Cl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Restricted stock units (RSUs) - Class A common stock</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1650">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">11</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--AllocatedShareBasedCompensationExpense_zLTdIARxkZXd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total equity-based compensation expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">73</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,626</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 36000 1098000 37000 517000 11000 73000 1626000 129106 2.52 20.00 P3M P4Y 0 <p id="xdx_890_eus-gaap--ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock_zpkcN4jcctth" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total remaining unrecognized compensation expense as of December 31, 2023 was as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_8B6_zAsnwZ0BLxf2" style="display: none">SCHEDULE OF EQUITY BASED UNRECOGNIZED COMPENSATION EXPENSE</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_494_20231231_zCqCxP6S46K4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Remaining Unrecognized Compensation Expense December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">(in thousands)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">(in years)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zrg6tO2EX2nj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Stock options - Class A common stock</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1670">—</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span id="xdx_901_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4vO4XLgLO5e" title="Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized">0</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_zJItmNAmPZvi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Restricted shares - Class A common stock</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">19</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"><span id="xdx_903_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zaDUWc1wxRTi" title="Weighted average period remaining unrecognized compensation expense">0.85</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_hus-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zW5UnBdqx5Lg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Total remaining unrecognized compensation expense</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">19</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table> P0Y 19000 P0Y10M6D 19000 <p id="xdx_89D_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zsXRt2UcXgnk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The fair value of the stock option awards granted during the year ended December 31, 2022 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zDNDRUA5AdCf" style="display: none">SCHEDULE OF STOCK OPTION AWARD GRANT DATE VALUATION MODEL</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; border-collapse: collapse; width: 80%; margin-right: auto"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%; text-align: left">Expected volatility (1)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_zztwOTuYQwm4" title="Expected volatility, Minimum">100</span>% - <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_znl89dNilVV6" title="Expected volatility, Maximum">100</span>%</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected dividend yield (2)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDIp_zyzIhPIebqs" title="Expected dividend yield"><span style="-sec-ix-hidden: xdx2ixbrl1686">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected term (3)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MinimumMember_fKDMp_ziRfw4WWmFO5" title="Expected term">5.88</span> - <span id="xdx_903_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MaximumMember_fKDMp_zpWtqtdJ6H4a" title="Expected term">6.05</span> years</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Risk-free interest rate (4)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MinimumMember_fKDQp_zLnrkErlTV2i" title="Risk-free interest rate, Minimum">1.62</span>% - <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum_pid_dp_uPure_c20220101__20221231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember__srt--RangeAxis__srt--MaximumMember_fKDQp_zFvvobVZZH5h" title="Risk-free interest rate, Maximum">3.31</span>%</span></td><td style="text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F00_zDlQeISEEYb2" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</span></td><td style="text-align: justify"><span id="xdx_F10_zPtHcbA9sKdd" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F03_zwS8mW0q7bK9" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td><td style="text-align: justify"><span id="xdx_F1E_zkePAYwxbzD4" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F0E_zi1jGDe8SLf5" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3)</span></td><td style="text-align: justify"><span id="xdx_F13_zfp4rvafPJrh" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method.</span></td> </tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 15pt; text-align: right"><span id="xdx_F03_zSyG5T9scaIk" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4)</span></td><td style="text-align: justify"><span id="xdx_F10_zzmFYwGJv83b" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.</span></td> </tr></table> 1 1 P5Y10M17D P6Y18D 0.0162 0.0331 <p id="xdx_897_eus-gaap--ScheduleOfStockOptionsRollForwardTableTextBlock_zaypj76Tqsnd" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A summary of stock option activity for the years ended December 31, 2023 and 2022 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; display: none; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B3_zNaSqyRHxsfd" style="display: none">SUMMARY OF STOCK OPTION ACTIVITY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Stock Options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Number of Options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted-Average <br/> Exercise Price</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Outstanding as of December 31, 2021</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20220101__20221231_zllUlSxpK6l7" style="width: 14%; text-align: right" title="Stock Option,Number of Option, Beginning Balance">265,947</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20220101__20221231_zp6rAeibkPve" title="Stock Option,Weighted-Average Beginning Balance">71.80</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20220101__20221231_zQIUO9vAfbH9" style="text-align: right" title="Stock Option, Number of Option, Granted">129,106</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_zylSfsWCSDcf" title="Stock Option,Weighted-Average Exercis Price, Granted">9.34</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20220101__20221231_zpNFdly1yYJ4" style="text-align: right" title="Stock Option, Number of Option, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1710">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_zCRhNoTRxTNi" title="Stock Option,Weighted-Average Exercis Price, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1712">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited_iN_pid_di_c20220101__20221231_z9sXzIXNUV6j" style="border-bottom: Black 1.5pt solid; text-align: right" title="Stock Option, Number of Option, Forfeited">(167,201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20220101__20221231_z9Q0mF1BLcFi" title="Stock Option,Weighted-Average Exercis Price, Forfeited">17.59</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Outstanding as of December 31, 2022</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20230101__20231231_ztFmFxTH9TGi" style="text-align: right" title="Stock Option,Number of Option, Beginning Balance">227,852</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231_zkf8fwIVIFF5" title="Stock Option,Weighted-Average Beginning Balance">58.88</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231_zuz3Zk8W1D4g" style="text-align: right" title="Stock Option, Number of Option, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1722">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zevsnoIDdZt2" title="Stock Option,Weighted-Average Exercis Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1724">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230101__20231231_zhflvhzPtaVd" style="text-align: right" title="Stock Option, Number of Option, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1726">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zsALrqX32rK3" title="Stock Option,Weighted-Average Exercis Price, Exercised"><span style="-sec-ix-hidden: xdx2ixbrl1728">—</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Forfeited</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited_iN_pid_di_c20230101__20231231_zNy8xAf99b5k" style="border-bottom: Black 1.5pt solid; text-align: right" title="Stock Option, Number of Option, Forfeited">(83,044</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zXyhFB6NKF17" title="Stock Option,Weighted-Average Exercis Price, Forfeited"><span style="-sec-ix-hidden: xdx2ixbrl1732">—</span></span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt">Outstanding as of December 31, 2023</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20230101__20231231_zPm87rwhPbse" style="border-bottom: Black 2.5pt double; text-align: right" title="Stock Option,Number of Option, Ending Balance">144,808</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20230101__20231231_zobFAuQZuqO7" title="Stock Option,Weighted-Average Ending Balance">57.64</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 265947 71.80 129106 9.34 167201 17.59 227852 58.88 83044 144808 57.64 9.34 100000 2100000 Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($23,000 for calendar year 2023). Participants are eligible to receive a matching contribution from us of 100% of the first 3% and 50% of the next 2% of contributions. Matching contributions, other than safe-harbor contributions, vest 33% per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100% vested as of the date of the contribution <p id="xdx_804_eus-gaap--IncomeTaxDisclosureTextBlock_zcZiMVElh33f" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 11. <span id="xdx_82D_zr6IMnXsL3Rl">INCOME TAXES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company was generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company was also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in addition to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s U.S. income and expenses will be included in our US and state tax returns.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_eus-gaap--ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock_zoV5hnye4FD4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BE_zq0LnpkPNeNd" style="display: none">SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20230101__20231231_zMREFua4pZD2" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_496_20220101__20221231_zbpkfK3sBeKe" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40B_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic_pn3n3_maILFCOz2h4_zYTeoaa7yDTg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(30,325</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(172,997</td><td style="width: 1%; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign_pn3n3_maILFCOz2h4_zPtXJKj0i0kb" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Foreign</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,000</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(9,242</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_iT_pn3n3_mtILFCOz2h4_zQ3z9qjBMWEi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 2.5pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(32,325</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(182,239</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p id="xdx_8A8_zk8cN10Q9sf8" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Income Tax Expense</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_898_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_zUaNQySXLX1e" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The income tax (benefit) expense for the years ended December 31, 2023 and 2022 consisted of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BA_zfpp5A5RC8xb" style="display: none">SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zeGazKzv47Zg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zU6DcsOBwU2a" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--StateAndLocalJurisdictionMember_zy9xE6xN4Xtl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20230101__20231231_zCUehFeVJlPl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zl3hMkAKxce9" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_z3NkXnVOhkV9" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--StateAndLocalJurisdictionMember_zIl0nmCjXr4l" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_499_20220101__20221231_zLQ6zZfAJ1n3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Current tax (benefit) expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--CurrentIncomeTaxExpenseBenefit_pn3n3_z8EMFd6h9FC1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 28%; text-align: left; padding-bottom: 1.5pt">Current year</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1760">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1761">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1762">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1763">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1764">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right">(13</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1766">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right">(13</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--CurrentIncomeTaxExpenseBenefit_pn3n3_maITEBzWFO_zgNye6OHe38k" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total current year</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1769">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1770">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1771">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1772">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1773">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1775">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Deferred tax (benefit) expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--DeferredIncomeTaxExpenseBenefits_pn3n3_zJsUB5x9zPQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Current year</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,991</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(500</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,798</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(8,289</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(31,475</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,311</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,368</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(44,154</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ValuationAllowanceDeferredTaxAssetChangeInAmount_pn3n3_zhSgMmhWYFoc" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,743</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,219</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">7,462</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">36,867</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,311</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,523</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52,701</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredIncomeTaxesAndTaxCredits_pn3n3_ziXerrssT42g" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Change in tax rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1796">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1797">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">780</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">780</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">72</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1801">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(344</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(272</td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_ecustom--TaxConversionOfOperatingCompany_pn3n3_z0fc2jE9Adrg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Tax conversion of Operating Company</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1805">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1806">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1807">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1808">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,990</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1810">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,022</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,012</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_ecustom--IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitUpConsideration_pn3n3_zSjCl8DstLFb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Up-C consolidation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1814">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1815">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1816">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1817">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,097</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1819">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,440</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(13,537</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_ecustom--IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitBusinessCombinationOrTrueUps_pn3n3_z0G1xaTE7nA1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">KushCo merger or true ups</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">248</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1824">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">47</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,643</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1828">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(393</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,250</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DeferredIncomeTaxExpenseBenefit_pn3n3_maITEBzWFO_zD9njgdWpwM3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax (benefit) expense</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1832">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1833">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1834">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1835">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1836">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1837">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1838">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1839">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--IncomeTaxExpenseBenefit_iT_pn3n3_mtITEBzWFO_zLGsMrYUWsZg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Income tax (benefit) expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1841">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1842">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1843">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1844">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1845">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1847">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p id="xdx_8AA_zScnidzYryVj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_898_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_zXq9GIP5GPL7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zb8jOE6Ncxva" style="display: none">SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20230101__20231231_zjFEjxHVMu17" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_49B_20220101__20221231_z5toPJdJ5Jx" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_pn3n3_maITEBzpsg_zNuSIlxsAKEi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Expected federal income tax (benefit) expense at statutory rate</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(6,788</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(38,270</td><td style="width: 1%; text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--IncomeTaxReconciliationStateAndLocalIncomeTaxes_pn3n3_maITEBzpsg_z36pNBwLaQI7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">State tax expense, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,605</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(8,688</td><td style="text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--IncomeTaxReconciliationMinorityInterestIncomeExpense_iN_pn3n3_di_msITEBzpsg_zpv2PonclGwh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Loss attributable to non-controlling interests</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,121</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_pn3n3_maITEBzpsg_zF1XxM3SYPKi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">7,462</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52,701</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_ecustom--EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount_pn3n3_maITEBzpsg_zBWZUx4ARal3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Tax conversion of Operating Company</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1864">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,012</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--EffectiveIncomeTaxRateReconciliationUpConsolidationAmount_pn3n3_maITEBzpsg_zqZiS9GTSMK4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Up-C consolidation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1867">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(13,537</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_ecustom--EffectiveIncomeTaxRateReconciliationBusinessCombinationAmount_pn3n3_maITEBzpsg_zpvATnrAtVoc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">KushCo merger</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1870">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,250</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--IncomeTaxReconciliationChangeInEnactedTaxRate_pn3n3_maITEBzpsg_z2gaho85Faie" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in tax rates</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="-sec-ix-hidden: xdx2ixbrl1874">—</span></p></td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationPriorYearIncomeTaxes_pn3n3_maITEBzpsg_zboMW35Aouvb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Prior year true-ups</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">227</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1877">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--IncomeTaxReconciliationNondeductibleExpenseOther_pn3n3_maITEBzpsg_zZ0VXDPu9St" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Other, net</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">700</td><td style="padding-bottom: 1.5pt; text-align: left"></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">398</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--IncomeTaxExpenseBenefit_iT_pn3n3_mtITEBzpsg_zPMlXo5M0rhh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Income tax (benefit) expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1882">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p id="xdx_8A4_zfO5vZk5qsnk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred Tax Assets and Liabilities</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_890_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zsET74YISxn2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of deferred tax assets and liabilities were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zkpSdQ010Dti" style="display: none">SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_494_20231231_zGd1I8d51wh" style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_490_20221231_zURPgutxjkzc" style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Deferred tax assets:</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--DeferredTaxAssetsGoodwillAndIntangibleAssets_iI_pn3n3_maDTAGzfEB_zO0pWPcsJmA4" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 64%; text-align: left">Goodwill and other intangible assets</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36,018</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36,841</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--DeferredTaxAssetsPropertyPlantAndEquipment_iI_pn3n3_maDTAGzfEB_zbZfeXivJ4v5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Fixed assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">943</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,590</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DeferredTaxAssetsInventory_iI_pn3n3_maDTAGzfEB_zKdzVhccAwnd" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,858</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts_iI_pn3n3_maDTAGzfEB_z5SUSdvxnyt5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Allowance for doubtful accounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">833</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">833</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--DeferredTaxAssetsOperatingLeaseLiability_iI_pn3n3_maDTAGzfEB_zrRCCVOeKprf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Operating lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">164</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">862</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost_iI_pn3n3_maDTAGzfEB_ze5gXbK5v2mc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Equity-based compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,576</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,576</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsGeneralBusiness_iI_pn3n3_maDTAGzfEB_zplDxbaQUqzl" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Business interest carryforward</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,897</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,342</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_maDTAGzfEB_zO8pKIPmeaE5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Net operating loss carryforwards</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">67,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">57,136</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsOther_iI_pn3n3_maDTAGzfEB_zsX46WxFqty8" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">411</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">576</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsGross_iTI_pn3n3_mtDTAGzfEB_maDTANzyjr_zWwrho996RI8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">118,363</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">111,614</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_msDTANzyjr_zfrzPZnySV54" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(118,262</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(110,799</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--DeferredTaxAssetsNet_iTI_pn3n3_maDTALNz1x9_mtDTANzyjr_zpDDGSjUKiy2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Net deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">101</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">815</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 0pt; text-align: left">Deferred tax liability:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--DeferredTaxLiabilitiesLeasingArrangements_iNI_pn3n3_di_maDTLzmAk_zUQSJvgmK1Wh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Right of use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(101</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(815</td><td style="text-align: left">)</td></tr> <tr id="xdx_406_ecustom--DeferredTaxLiabilitiesEquityMethodInvestments_pn3n3_maDTLzmAk_zsPYJVWWV307" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Basis difference in investment in the Operating Company</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1926">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1927">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxLiabilities_iNTI_pn3n3_di_msDTALNz1x9_mtDTLzmAk_ztop1ieZAp8b" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(101</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(815</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iTI_pn3n3_mtDTALNz1x9_zBmeNls746G1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 2.5pt">Net deferred tax assets and liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1932">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1933">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A9_zstZeDeukOjh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We had approximately $<span id="xdx_902_eus-gaap--OperatingLossCarryforwards_iI_pn5n6_c20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zmcLcX6Q19Z8" title="Operating loss carryforwards">240.2</span> million of Federal net operating loss carryforwards, of which approximately $<span id="xdx_907_ecustom--OperatingLossCarryforwardsSubjectToExpiration_iI_pn5n6_c20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zxvJbR5ocAnd" title="Operating loss carryforwards, subject to expiration">9.8</span> 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 $<span id="xdx_905_eus-gaap--OperatingLossCarryforwards_iI_pn5n6_c20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--StateAndLocalJurisdictionMember_zvNItiph6CF2" title="Operating loss carryforwards">235.0</span> of State net operating loss carryforwards that begin expiring in 2038, $<span id="xdx_902_eus-gaap--OperatingLossCarryforwards_iI_pn5n6_c20231231__us-gaap--IncomeTaxAuthorityAxis__custom--DutchMember_zKEium1dh601" title="Operating loss carryforwards">14.9</span> million of Dutch net operating loss carryforwards that begin expiring in 2029, and $<span id="xdx_906_eus-gaap--OperatingLossCarryforwards_iI_pn5n6_c20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zrtguNjNVdpb" title="Operating loss carryforwards">0.2</span> million Canadian net operating loss carryforwards that begin expiring in 2026. Their utilization is limited to our future taxable income. We have not completed our evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules. Due to the fact that there is a full valuation allowance and losses being generated in the current year, any limitation based on the code would not have a material impact on the net deferred tax asset balance. In addition, the deduction for business interest is limited to 30 percent of taxable income (the “Section 163(j) limitation”). The interest that is not deductible due this limitation is carried forward to subsequent years and subject to the next years Section 163(j) limitation. At December 31, 2023 we had $<span id="xdx_90D_eus-gaap--DeferredTaxAssetInterestCarryforward_iI_pn5n6_c20231231_zBXpJT8NXCol" title="Interest carryforward">26.2</span> million of business interest carryforwards, which includes $<span id="xdx_906_eus-gaap--DeferredTaxAssetInterestCarryforward_iI_pn5n6_c20231231__us-gaap--BusinessAcquisitionAxis__custom--KushcoMergerMember_zi7PDVeDDKBb" title="Interest carryforward">17.6</span> million from the KushCo merger. The utilization of the business interest carryforward from the KushCo merger may be further limited by the application of the Section 382 rules.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the years ended December 31, 2023 and 2022, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $<span id="xdx_90E_eus-gaap--OperatingLossCarryforwardsValuationAllowance_iI_c20231231_z8CAIp8jmsu7" title="Operating Loss Carryforwards, Valuation Allowance"><span id="xdx_906_eus-gaap--OperatingLossCarryforwardsValuationAllowance_iI_c20221231_zaa5KpT9hHB8" title="Operating Loss Carryforwards, Valuation Allowanc">0</span></span> as of December 31, 2023 and 2022, 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We do not record U.S. income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based upon our intention to permanently reinvest undistributed earnings into working capital and further expansion of existing operations outside the United States. In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Uncertain Tax Positions</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the year ended December 31, 2023 and 2022, we did <span id="xdx_90A_eus-gaap--UnrecognizedTaxBenefits_iI_do_c20231231_zvvzRVtyMVH" title="Unrecognized tax benefits"><span id="xdx_903_eus-gaap--UnrecognizedTaxBenefits_iI_do_c20221231_zo0jeZN27b9k" title="Unrecognized tax benefits">no</span></span>t have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. <span id="xdx_905_eus-gaap--UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense_do_c20230101__20231231_z8IFg9GViyN2" title="Income tax penalties and interest expense"><span id="xdx_90D_eus-gaap--UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense_do_c20220101__20221231_zau15ykWz9M4" title="Income tax penalties and interest expense">No</span></span> 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 2019 – 2023. As of the date these financial statements were issued, there were not any ongoing income tax audits.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Tax Receivable Agreement (TRA)</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 <span id="xdx_906_ecustom--IncomeTaxExpenseBenefitIntraperiodTaxAllocationDistributionAmountPercent_pid_dp_uPure_c20230101__20231231_zJe87A0wlZAg" title="Intraperiod tax allocation, distribution percent">85</span>% 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 <span id="xdx_90E_ecustom--IncomeTaxExpenseBenefitIntraperiodTaxAllocationRemainingAfterDistribution_pid_dp_uPure_c20230101__20231231_zoFlQGyJueDa" title="Intraperiod tax allocation remaining after distribution">15</span>% 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_906_ecustom--ProjectedObligationLiability_iI_c20231231_zNEEfpIRFgJa" title="Projected obligation liability"><span id="xdx_90D_ecustom--ProjectedObligationLiability_iI_c20221231_zaSurihSnqcj" title="Projected obligation liability">0</span></span> as of December 31, 2023 and 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the years ended December 31, 2023 and 2022, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_eus-gaap--ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock_zoV5hnye4FD4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BE_zq0LnpkPNeNd" style="display: none">SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20230101__20231231_zMREFua4pZD2" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_496_20220101__20221231_zbpkfK3sBeKe" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40B_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic_pn3n3_maILFCOz2h4_zYTeoaa7yDTg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(30,325</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(172,997</td><td style="width: 1%; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign_pn3n3_maILFCOz2h4_zPtXJKj0i0kb" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1.5pt">Foreign</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,000</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(9,242</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_iT_pn3n3_mtILFCOz2h4_zQ3z9qjBMWEi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 2.5pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(32,325</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(182,239</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> -30325000 -172997000 -2000000 -9242000 -32325000 -182239000 <p id="xdx_898_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_zUaNQySXLX1e" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The income tax (benefit) expense for the years ended December 31, 2023 and 2022 consisted of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BA_zfpp5A5RC8xb" style="display: none">SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zeGazKzv47Zg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zU6DcsOBwU2a" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20230101__20231231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--StateAndLocalJurisdictionMember_zy9xE6xN4Xtl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20230101__20231231_zCUehFeVJlPl" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--DomesticCountryMember_zl3hMkAKxce9" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_z3NkXnVOhkV9" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49E_20220101__20221231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--StateAndLocalJurisdictionMember_zIl0nmCjXr4l" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_499_20220101__20221231_zLQ6zZfAJ1n3" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="14" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Federal</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Foreign</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">State</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Current tax (benefit) expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--CurrentIncomeTaxExpenseBenefit_pn3n3_z8EMFd6h9FC1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 28%; text-align: left; padding-bottom: 1.5pt">Current year</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1760">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1761">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1762">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1763">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1764">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right">(13</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1766">—</span></td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 5%; text-align: right">(13</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--CurrentIncomeTaxExpenseBenefit_pn3n3_maITEBzWFO_zgNye6OHe38k" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total current year</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1769">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1770">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1771">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1772">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1773">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1775">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(13</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Deferred tax (benefit) expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--DeferredIncomeTaxExpenseBenefits_pn3n3_zJsUB5x9zPQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Current year</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,991</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(500</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,798</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(8,289</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(31,475</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,311</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,368</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(44,154</td><td style="text-align: left">)</td></tr> <tr id="xdx_408_eus-gaap--ValuationAllowanceDeferredTaxAssetChangeInAmount_pn3n3_zhSgMmhWYFoc" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,743</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,219</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">7,462</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">36,867</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,311</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,523</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52,701</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredIncomeTaxesAndTaxCredits_pn3n3_ziXerrssT42g" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Change in tax rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1796">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1797">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">780</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">780</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">72</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1801">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(344</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(272</td><td style="text-align: left">)</td></tr> <tr id="xdx_40C_ecustom--TaxConversionOfOperatingCompany_pn3n3_z0fc2jE9Adrg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Tax conversion of Operating Company</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1805">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1806">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1807">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1808">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,990</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1810">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,022</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,012</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_ecustom--IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitUpConsideration_pn3n3_zSjCl8DstLFb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Up-C consolidation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1814">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1815">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1816">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1817">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(10,097</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1819">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,440</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(13,537</td><td style="text-align: left">)</td></tr> <tr id="xdx_405_ecustom--IncomeTaxExpenseBenefitDeferredTaxExpenseBenefitBusinessCombinationOrTrueUps_pn3n3_z0G1xaTE7nA1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">KushCo merger or true ups</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">248</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1824">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">47</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,643</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1828">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(393</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,250</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DeferredIncomeTaxExpenseBenefit_pn3n3_maITEBzWFO_zD9njgdWpwM3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax (benefit) expense</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1832">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1833">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1834">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1835">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1836">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1837">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1838">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1839">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--IncomeTaxExpenseBenefit_iT_pn3n3_mtITEBzWFO_zLGsMrYUWsZg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Income tax (benefit) expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1841">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1842">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1843">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1844">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1845">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1847">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> -13000 -13000 -13000 -13000 -5991000 -500000 -1798000 -8289000 -31475000 -2311000 -10368000 -44154000 5743000 500000 1219000 7462000 36867000 2311000 13523000 52701000 780000 780000 72000 -344000 -272000 2990000 1022000 4012000 -10097000 -3440000 -13537000 248000 -201000 47000 1643000 -393000 1250000 -13000 -13000 <p id="xdx_898_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_zXq9GIP5GPL7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zb8jOE6Ncxva" style="display: none">SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_495_20230101__20231231_zjFEjxHVMu17" style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_49B_20220101__20221231_z5toPJdJ5Jx" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_pn3n3_maITEBzpsg_zNuSIlxsAKEi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Expected federal income tax (benefit) expense at statutory rate</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(6,788</td><td style="width: 1%; text-align: left">)</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">(38,270</td><td style="width: 1%; text-align: left">)</td></tr> <tr id="xdx_40C_eus-gaap--IncomeTaxReconciliationStateAndLocalIncomeTaxes_pn3n3_maITEBzpsg_z36pNBwLaQI7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">State tax expense, net of federal benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,605</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(8,688</td><td style="text-align: left">)</td></tr> <tr id="xdx_40E_eus-gaap--IncomeTaxReconciliationMinorityInterestIncomeExpense_iN_pn3n3_di_msITEBzpsg_zpv2PonclGwh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Loss attributable to non-controlling interests</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,121</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_pn3n3_maITEBzpsg_zF1XxM3SYPKi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">7,462</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">52,701</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_ecustom--EffectiveIncomeTaxRateReconciliationTaxConversionOfOperatingCompanyAmount_pn3n3_maITEBzpsg_zBWZUx4ARal3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Tax conversion of Operating Company</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1864">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,012</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--EffectiveIncomeTaxRateReconciliationUpConsolidationAmount_pn3n3_maITEBzpsg_zqZiS9GTSMK4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Up-C consolidation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1867">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(13,537</td><td style="text-align: left">)</td></tr> <tr id="xdx_409_ecustom--EffectiveIncomeTaxRateReconciliationBusinessCombinationAmount_pn3n3_maITEBzpsg_zpvATnrAtVoc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">KushCo merger</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1870">—</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,250</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--IncomeTaxReconciliationChangeInEnactedTaxRate_pn3n3_maITEBzpsg_z2gaho85Faie" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in tax rates</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="-sec-ix-hidden: xdx2ixbrl1874">—</span></p></td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--IncomeTaxReconciliationPriorYearIncomeTaxes_pn3n3_maITEBzpsg_zboMW35Aouvb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Prior year true-ups</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">227</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1877">—</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--IncomeTaxReconciliationNondeductibleExpenseOther_pn3n3_maITEBzpsg_zZ0VXDPu9St" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Other, net</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">700</td><td style="padding-bottom: 1.5pt; text-align: left"></td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">398</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--IncomeTaxExpenseBenefit_iT_pn3n3_mtITEBzpsg_zPMlXo5M0rhh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Income tax (benefit) expense</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1882">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(13</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> -6788000 -38270000 -1605000 -8688000 -4000 -2121000 7462000 52701000 4012000 -13537000 1250000 227000 700000 398000 -13000 <p id="xdx_890_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zsET74YISxn2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The components of deferred tax assets and liabilities were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zkpSdQ010Dti" style="display: none">SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_494_20231231_zGd1I8d51wh" style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td id="xdx_490_20221231_zURPgutxjkzc" style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Deferred tax assets:</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--DeferredTaxAssetsGoodwillAndIntangibleAssets_iI_pn3n3_maDTAGzfEB_zO0pWPcsJmA4" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 64%; text-align: left">Goodwill and other intangible assets</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36,018</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">36,841</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--DeferredTaxAssetsPropertyPlantAndEquipment_iI_pn3n3_maDTAGzfEB_zbZfeXivJ4v5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Fixed assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">943</p></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,590</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--DeferredTaxAssetsInventory_iI_pn3n3_maDTAGzfEB_zKdzVhccAwnd" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Inventory</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,854</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,858</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccounts_iI_pn3n3_maDTAGzfEB_z5SUSdvxnyt5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Allowance for doubtful accounts</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">833</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">833</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--DeferredTaxAssetsOperatingLeaseLiability_iI_pn3n3_maDTAGzfEB_zrRCCVOeKprf" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Operating lease liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">164</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">862</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost_iI_pn3n3_maDTAGzfEB_ze5gXbK5v2mc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Equity-based compensation</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,576</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,576</td><td style="text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsGeneralBusiness_iI_pn3n3_maDTAGzfEB_zplDxbaQUqzl" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Business interest carryforward</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,897</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,342</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_maDTAGzfEB_zO8pKIPmeaE5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Net operating loss carryforwards</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">67,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">57,136</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsOther_iI_pn3n3_maDTAGzfEB_zsX46WxFqty8" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Other</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">411</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">576</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsGross_iTI_pn3n3_mtDTAGzfEB_maDTANzyjr_zWwrho996RI8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">118,363</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">111,614</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_msDTANzyjr_zfrzPZnySV54" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(118,262</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(110,799</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--DeferredTaxAssetsNet_iTI_pn3n3_maDTALNz1x9_mtDTANzyjr_zpDDGSjUKiy2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Net deferred tax assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">101</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">815</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 0pt; text-align: left">Deferred tax liability:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--DeferredTaxLiabilitiesLeasingArrangements_iNI_pn3n3_di_maDTLzmAk_zUQSJvgmK1Wh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Right of use assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(101</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(815</td><td style="text-align: left">)</td></tr> <tr id="xdx_406_ecustom--DeferredTaxLiabilitiesEquityMethodInvestments_pn3n3_maDTLzmAk_zsPYJVWWV307" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1.5pt">Basis difference in investment in the Operating Company</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1926">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1927">—</span></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxLiabilities_iNTI_pn3n3_di_msDTALNz1x9_mtDTLzmAk_ztop1ieZAp8b" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 1.5pt">Total deferred tax liabilities</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(101</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(815</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr id="xdx_405_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iTI_pn3n3_mtDTALNz1x9_zBmeNls746G1" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 0pt; text-align: left; padding-bottom: 2.5pt">Net deferred tax assets and liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1932">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1933">—</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 36018000 36841000 943000 1590000 2854000 5858000 833000 833000 164000 862000 2576000 2576000 6897000 5342000 67667000 57136000 411000 576000 118363000 111614000 118262000 110799000 101000 815000 101000 815000 101000 815000 240200000 9800000 235000000.0 14900000 200000 26200000 17600000 0 0 0 0 0 0 0.85 0.15 0 0 <p id="xdx_802_eus-gaap--SegmentReportingDisclosureTextBlock_zE6akmfjM5d9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 12. <span id="xdx_822_z5hvzI0fnuw8">SEGMENT REPORTING</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We determined we had <span id="xdx_90C_eus-gaap--NumberOfOperatingSegments_dc_uInteger_c20230101__20231231_zcdsl5JV1Hdb" title="Number of operating segments">two</span> operating segments as of December 31, 2023, which are the same as our reportable segments: (1) Consumer Goods, and (2) Industrial Goods. These operating segments align with how we manage our business as of the fourth quarter of 2023. The accounting policies of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies.”</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, such as Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products, which includes our vaporization solutions offering including CCELL branded products.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our CODM allocates resources to and assesses the performance of our <span id="xdx_906_eus-gaap--NumberOfOperatingSegments_dc_uInteger_c20230101__20231231_zdQ7uF3VMD92" title="Number of operating segments">two</span> 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, 2023 and 2022. There were no material intersegment sales during the years ended December 31, 2023 and 2022.</span></p> <p id="xdx_89E_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_zzFIA9EqZ7Ui" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BF_zhvDu3gOLKz7" style="display: none">SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20230101__20231231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zwynNQLN123c" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20230101__20231231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zahM2TamvCbg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20230101__20231231_zeK3WaVqwWj4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220101__20221231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_z3jdBAgGowid" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20220101__20221231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zNPS31yQTrn6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20220101__20221231_ztQ1lm9fbIHa" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Year Ended December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Year Ended December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zALLaFllnZvg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 40%; text-align: left">Net sales</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">28,737</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">36,636</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">65,373</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">48,134</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">88,951</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">137,085</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--CostOfGoodsAndServicesSold_pn3n3_znAZJe2vWH5i" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Cost of sales</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">18,754</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">28,793</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">47,547</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">38,531</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">73,571</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">112,102</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--GrossProfit_pn3n3_zb5MKeYTrOo6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Gross profit</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">9,983</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,843</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">17,826</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">9,603</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,380</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">24,983</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20231231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zdVC244OiLQb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20231231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zPTE43LaVZ89" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20231231_zJoN6MyWiMOd" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49A_20221231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zo5lSabx8eX2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20221231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zr1ZM4XUmm0j" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20221231_zOR1smVk7unk" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40A_eus-gaap--AccountsReceivableNetCurrent_iI_pn3n3_z15v2xs0YVz6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 40%; text-align: left">Accounts receivable, net</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">642</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">1,051</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">1,693</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">967</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">5,501</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">6,468</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--InventoryNet_iI_pn3n3_z8xy0nBkvmcg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Inventories, net</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8,881</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,648</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">20,529</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">19,259</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">21,384</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">40,643</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DepositAssets_iI_pn3n3_zqtEb7VNAvXl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Vendor deposits</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,958</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,807</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,765</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,269</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,027</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">6,296</td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A4_z5b3e3w46rja" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_896_eus-gaap--ScheduleOfRevenueByMajorCustomersByReportingSegmentsTableTextBlock_zYuXjPva4SE5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth our net sales by major product category:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B1_z3biEC4Woloc" style="display: none">SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold"> </td> <td colspan="2" id="xdx_497_20230101__20231231_znA3adtBxYZb" style="font-weight: bold; text-align: center">2023</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" id="xdx_497_20220101__20221231_zq9IZ2IlNJ0g" style="font-weight: bold; text-align: center">2022</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">2023</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">2022</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--IndustrialVapeProductsMember_ztSXYZATlT1i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Industrial Vape Products</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">26,803</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">53,664</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--OtherIndustrialProductsMember_zNDM2bSkweL9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Other Industrial Products</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,733</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,287</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--GreenlaneBrandsMember_zAqYKH5bSzT7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consumer Products - Greenlane Brands</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,072</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,063</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--ThirdPartyBrandsMember_zjuZCAnu5oOh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Consumer Products - 3rd Party Brands</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">24,765</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">33,071</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zQ8lN5qKxLo2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="font-weight: bold; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">65,373</td><td style="padding-bottom: 2.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">137,085</td><td style="padding-bottom: 2.5pt; font-weight: bold; text-align: left"> </td></tr> </table> <p id="xdx_8A6_zRl5EZz5ckQb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89D_eus-gaap--ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock_zlBFQLPDhn37" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth net sales disaggregated by geography:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BB_ziuJKqJunGm2" style="display: none">SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20230101__20231231_zIQxEj1nSbR1" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20220101__20221231_zMIBlm8ju8Jd" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__country--US_zMXigOwQ3ED5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">58,539</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">126,333</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__country--CA_zm89UYJGGkDe" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Canada</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,291</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,810</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__srt--EuropeMember_zY97HkkoOtWb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Europe</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,543</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,942</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zbyK7C9o1xv2" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">65,373</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">137,085</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A3_zTY3H16jd3P9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89A_eus-gaap--ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock_znmjtBBtnxJ4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B2_zn87OUtvw9ne" style="display: none">SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20231231_ztvUVplxNy18" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20221231_zyZ4KZyQprQf" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__country--US_zQBfFzGlVjS9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">4,255</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">7,077</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__country--CA_zS1te4XnhMXa" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Canada</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">48</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__srt--EuropeMember_zQXF2OoX2IJc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Europe</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">153</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">279</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--NoncurrentAssets_iI_pn3n3_zG5hJnnAec0a" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Total long-lived assets</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">4,412</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,404</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_ztnLde9PTdne" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">See “Note 8—Supplemental Financial Statement Information” for goodwill by reportable segment.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"></p><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b></b></span></p> 2 2 <p id="xdx_89E_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_zzFIA9EqZ7Ui" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8BF_zhvDu3gOLKz7" style="display: none">SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20230101__20231231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zwynNQLN123c" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20230101__20231231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zahM2TamvCbg" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_495_20230101__20231231_zeK3WaVqwWj4" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49F_20220101__20221231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_z3jdBAgGowid" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_491_20220101__20221231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zNPS31yQTrn6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_496_20220101__20221231_ztQ1lm9fbIHa" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Year Ended December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the Year Ended December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zALLaFllnZvg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 40%; text-align: left">Net sales</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">28,737</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">36,636</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">65,373</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">48,134</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">88,951</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">137,085</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--CostOfGoodsAndServicesSold_pn3n3_znAZJe2vWH5i" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Cost of sales</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">18,754</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">28,793</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">47,547</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">38,531</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">73,571</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">112,102</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--GrossProfit_pn3n3_zb5MKeYTrOo6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Gross profit</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">9,983</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,843</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">17,826</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">9,603</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,380</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">24,983</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20231231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zdVC244OiLQb" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_498_20231231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zPTE43LaVZ89" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20231231_zJoN6MyWiMOd" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49A_20221231__us-gaap--StatementBusinessSegmentsAxis__custom--ConsumerGoodsMember_zo5lSabx8eX2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_490_20221231__us-gaap--StatementBusinessSegmentsAxis__custom--IndustrialGoodsMember_zr1ZM4XUmm0j" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20221231_zOR1smVk7unk" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="10" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31, 2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Consumer Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Industrial Goods</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Total</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_40A_eus-gaap--AccountsReceivableNetCurrent_iI_pn3n3_z15v2xs0YVz6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 40%; text-align: left">Accounts receivable, net</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">642</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">1,051</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">1,693</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">967</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">5,501</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 6%; text-align: right">6,468</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--InventoryNet_iI_pn3n3_z8xy0nBkvmcg" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left">Inventories, net</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">8,881</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,648</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">20,529</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">19,259</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">21,384</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">40,643</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--DepositAssets_iI_pn3n3_zqtEb7VNAvXl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Vendor deposits</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,958</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,807</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,765</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,269</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">3,027</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">6,296</td><td style="text-align: left"> </td></tr> </table> 28737000 36636000 65373000 48134000 88951000 137085000 18754000 28793000 47547000 38531000 73571000 112102000 9983000 7843000 17826000 9603000 15380000 24983000 642000 1051000 1693000 967000 5501000 6468000 8881000 11648000 20529000 19259000 21384000 40643000 1958000 1807000 3765000 3269000 3027000 6296000 <p id="xdx_896_eus-gaap--ScheduleOfRevenueByMajorCustomersByReportingSegmentsTableTextBlock_zYuXjPva4SE5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth our net sales by major product category:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B1_z3biEC4Woloc" style="display: none">SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold"> </td> <td colspan="2" id="xdx_497_20230101__20231231_znA3adtBxYZb" style="font-weight: bold; text-align: center">2023</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" id="xdx_497_20220101__20221231_zq9IZ2IlNJ0g" style="font-weight: bold; text-align: center">2022</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">2023</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">2022</td><td style="font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--IndustrialVapeProductsMember_ztSXYZATlT1i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Industrial Vape Products</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">26,803</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">53,664</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--OtherIndustrialProductsMember_zNDM2bSkweL9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Other Industrial Products</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,733</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,287</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--GreenlaneBrandsMember_zAqYKH5bSzT7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consumer Products - Greenlane Brands</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,072</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,063</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--ProductOrServiceAxis__custom--ThirdPartyBrandsMember_zjuZCAnu5oOh" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Consumer Products - 3rd Party Brands</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">24,765</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">33,071</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zQ8lN5qKxLo2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="font-weight: bold; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">65,373</td><td style="padding-bottom: 2.5pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">137,085</td><td style="padding-bottom: 2.5pt; font-weight: bold; text-align: left"> </td></tr> </table> 26803000 53664000 8733000 35287000 5072000 15063000 24765000 33071000 65373000 137085000 <p id="xdx_89D_eus-gaap--ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock_zlBFQLPDhn37" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following table sets forth net sales disaggregated by geography:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BB_ziuJKqJunGm2" style="display: none">SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20230101__20231231_zIQxEj1nSbR1" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_497_20220101__20221231_zMIBlm8ju8Jd" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">For the year ended December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__country--US_zMXigOwQ3ED5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">58,539</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">126,333</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_409_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__country--CA_zm89UYJGGkDe" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Canada</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,291</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,810</td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_hsrt--StatementGeographicalAxis__srt--EuropeMember_zY97HkkoOtWb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Europe</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">5,543</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,942</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--RevenueFromContractWithCustomerExcludingAssessedTax_pn3n3_zbyK7C9o1xv2" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">65,373</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">137,085</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 58539000 126333000 1291000 5810000 5543000 4942000 65373000 137085000 <p id="xdx_89A_eus-gaap--ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock_znmjtBBtnxJ4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span><span id="xdx_8B2_zn87OUtvw9ne" style="display: none">SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA</span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_493_20231231_ztvUVplxNy18" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" id="xdx_49C_20221231_zyZ4KZyQprQf" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">As of December 31,</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; font-weight: bold; font-style: italic">(in thousands)</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr id="xdx_406_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__country--US_zQBfFzGlVjS9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; width: 64%; text-align: left">United States</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">4,255</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">7,077</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__country--CA_zS1te4XnhMXa" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt">Canada</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">48</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--NoncurrentAssets_iI_pn3n3_hsrt--StatementGeographicalAxis__srt--EuropeMember_zQXF2OoX2IJc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; padding-bottom: 1.5pt">Europe</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">153</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">279</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--NoncurrentAssets_iI_pn3n3_zG5hJnnAec0a" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; text-align: left; padding-bottom: 2.5pt">Total long-lived assets</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">4,412</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,404</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 4255000 7077000 4000 48000 153000 279000 4412000 7404000 <p id="xdx_801_eus-gaap--SubsequentEventsTextBlock_zVLxE0WBVsLe" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 13. <span id="xdx_820_zc1IEQJ97wLf">SUBSEQUENT EVENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets related to the Eyce and DaVinci brands. In consideration for the acquisition, all parties entered into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment agreements. The updated date of maturity will be through July 2024.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">From January 1, 2024 through July 18, 2024, the Company issued <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20240101__20240718__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_znKy5Ayl4TAb" title="Additional shares issued">1,911,000</span> shares of Class A common shares in connection with the exercise of the remaining penny warrants as discussed in Note 9 of these consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 16, 2024, the Company issued <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20240116__20240116_zd9wZayBXU9d" title="Number of shares issued">184,000</span> shares of Class A common shares in connection with a consulting agreement which had a market value of approximately $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueNewIssues_pid_c20240116__20240116_zsKZbglt7k5f" title="Number of shares issued, value">88,000</span> on the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In May 2024, the Company entered into an agreement with a group of individuals to sell <span id="xdx_90E_eus-gaap--EquityMethodInvestmentOwnershipPercentage_iI_pid_dp_uPure_c20240531__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--ShavitaBVMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zah43VKR3cC8" title="Ownership percentage">100%</span> equity interests of one of the Company’s wholly-owned subsidiaries, Shavita B.V. and substantially all of the assets of ARI Logistics B.V. As of the date that these financial statements were available to be issued, the transaction was not officially closed as there was pending consideration to be transferred to the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-right: 0pt; margin-bottom: 0pt; text-align: justify"></p> 1911000 184000 88000 1 After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity. After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity. After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity. After giving effect to the Reverse Stock Splits. After giving effect to the Reverse Stock Splits. Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.

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�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