Greenlane Holdings, Inc. · NASDAQ:GNLN
Greenlane — Merger or Acquisition (November 2021)
11 slides from Greenlane's merger presentation, Nov 4, 2021
Slide 1: Unaudited Pro Forma Condensed Combined Statement of Operations, Six Months Ended June 30, 2021
See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Information.” GREENLANE HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the six months ended June 30, 2021 (in thousands, except per share amounts)
Slide 2: Unaudited Pro Forma Condensed Combined Statement of Operations, Year Ended December 31, 2020
See accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Information.” GREENLANE HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the year ended December 31, 2020 (in thousands, except per share amounts)
Slide 3: Notes to Pro Forma Financial Information: Description of Transaction
On August 31, 2021, the Company completed the Mergers and the other transactions contemplated by the Merger Agreement. At the effective time of Merger 1, each KushCo stockholder received 0.3016 shares of Greenlane Class A common stock, $0.01 par value per share (“Greenlane Class A common stock”), as
Slide 4: KushCo Balance Sheet Reclassification as of May 31, 2021
As of May 31, 2021 As of May3], 2021 KushCo Hol dings, Inc. (in thousands) KushCo Hol dings, Inc. Reclassification After Reclassification Note Vendor deposits - 6752 $¢$ 6,752 (a) Other current assets 15,339 (6,752) 8,587 (a) Operating | ease ri ght-of-use assets - 6,766 6,766 (b) Other assets 13,38
Slide 5: KushCo Reclassification, Months Ended November 30, 2020
12 Months Ended November 30, 2020 KushCo Holdings, Inc 12 Months Ended November 30, 2020 (in thousands) KushCo Holdings, Inc. Reclassification After Reclassification Note Cost of sales $ 99,595 $ (20) $ 99,575 — (e)(g)(h) Salaries, benefits and payroll taxes - 26,577 26,577 (f(g) General and adminis
Slide 6: KushCo Reclassification, Six Months Ended May 31, 2021
Six Months Ended Six Months Ended May 31, 2021 May 31 2021 KushCo Holdings, Inc (in thousands) KushCo Holdings, Inc. Reclassification After Reclassification Note Cost of sales $ 50,393 $ 218 $ 50,611 = (j)(I)(m) Salaries, benefits and payroll taxes - 10,361 10,361 (k)(I) General and administrative 2
Slide 7: Estimated Merger Consideration
(in thousands, except share and per share amounts) KushCo common shares (1) 161,201,666 Exchange ratio (2) 0.3016 Greenlane Class A shares issued in exchange (2) 48,618,324 Greenlane Class A common stock closing share price (3 2.54 Total merger consideration paid at closing based on Greenlane Class
Slide 8: Transaction Accounting Adjustments to Pro Forma Balance Sheet
The final allocation of the purchase price will be determined after conclusion of the necessary valuation work and related accounting analyses. The final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments included herein. Note 5. Transaction Accou
Slide 9: Adjustment to Goodwill from the Mergers
c) Reflects the net adjustment to goodwill to reflect the preliminary goodwill resulting from the Mergers:
Slide 10: Adjustments to Stockholders' Equity
Accumulatec other Accumulatec comprehensiv (in thousands) Stock Stock Stock Stock Captal Deficit income Elimination of KushCo historical stockholders’ equity (1) $ (159) Conversion of Greenlane Class C to Cla B Common Stock (2) - - 2 (7) 5 - - Estimated value of Greenlane Class A s and equity awards
Slide 11: Pro Forma Net Loss per Share
Six months end Year ended June 30, December 31, 2021 2020 Numerator: Pro forma net loss attributable to Greenlane Holdings, Inc.$ (21,953) $ (104,274 Denominator: Greenlane's historical weighted average shares of Cle A common stock outstanding - basic and diluted 16,095 11,947 Issuance of shares Gre
Greenlane Holdings — Merger or Acquisition (November 2021) on 6ix