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Associated Press
2 days ago
- Business
- Associated Press
Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada
MINNEAPOLIS, June 09, 2025 (GLOBE NEWSWIRE) -- Vireo Growth Inc. ('Vireo' or the 'Company') (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Nevada-based Deep Roots Holdings, Inc. ('Deep Roots'). Deep Roots was founded in 2023 and is a consistently solid operator in Nevada's mature cannabis market, with a 54,000 square foot cultivation and manufacturing facility and ten active retail dispensaries. The company maintains strong relative performance due to favorable contributions from strategically situated stores in Southern Nevada on the Utah border, and also holds equity and debt investments in a retail chain in California, and a vertical operator in Ohio and Massachusetts. Total consideration for the transaction was $132.7 million, paid in the form of 255.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Deep Roots transaction represents a multiple of 4.175x 2024 'Closing EBITDA' of $30 million. The transaction is subject to clawback provisions if 2026 EBITDA is below Closing EBITDA as of December 31, 2026. The selling shareholders all agreed to voluntary share lock-up provisions, with tranches of shares received in connection with the closing unlocking over a 33-month period. About Vireo Growth Inc. Vireo was founded as a pioneer in medical cannabis in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit Contact Information Joe Duxbury Chief Accounting Officer [email protected] (612) 314-8995 Forward-Looking Statement Disclosure This press release contains 'forward-looking information' within the meaning of applicable United States and Canadian securities legislation. Forward-looking information contained in this press release may be identified by the use of words such as 'should,' 'believe,' 'estimate,' 'would,' 'looking forward,' 'may,' 'continue,' 'expect,' 'expected,' 'will,' 'likely,' 'subject to,' 'transformation,' and 'pending,' variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes, but may not be limited to, statements regarding the Merger Transactions, including the timeline for the closing of the Merger Transactions; shareholder approval of the Merger Transactions; and the regulatory approvals required for the Merger Transactions. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management's experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the shareholder approval of the Merger Transactions; risks related to regulatory approval of the Merger Transactions; and risk factors set out in the Company's Form 10-K for the year ended December 31, 2024 and the Company's information statement regarding the Merger Transactions, both of which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR+ at The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.
Yahoo
13-05-2025
- Business
- Yahoo
Grown Rogue Reports First Quarter 2025 Results
Pro forma revenue (including New Jersey affiliate) and pro forma Adjusted EBITDA of $7.15 million and $1.57 million, up 7% and down 31% year over year, respectively, with a pro forma Adjusted EBITDA margin of 21.3% On an apples-to-apples basis, without the 2024 first quarter contributions of the terminated Vireo Growth services agreement, pro forma revenue and pro forma Adjusted EBITDA were up 14% and down 21% year over year, respectively Solid operating performance highlighted by operational KPIs and New Jersey launch helps balance the impact of growth investments in corporate overhead and substantial pricing pressure in Michigan and Oregon New Jersey cultivation affiliate, ABCO Garden State LLC ("ABCO") produced revenue of $1.77M, was cash flow positive, and had Adjusted EBITDA of $0.77 million in its first full quarter of sales Oregon and Michigan Adjusted EBITDA Margins of 34.1% and 36.4%, respectively, despite the lower pricing environment Reported (IFRS) Revenue of $5.58 million and Adjusted EBITDA of $0.80 million Augmenting investor disclosure with schedules for operational KPIs and a new Adjusted EBITDA methodology going back two years, and hosting our first quarterly conference call, today at 5pm ET MEDFORD, Oreg., May 13, 2025 /CNW/ - Grown Rogue International Inc. ("Grown Rogue" or the "Company") (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the terroir of Oregon's Rogue Valley, is pleased to report its first quarter results ended March 31, 2025. The Company changed its fiscal year-end from October to December during 2024. All financial information is provided in U.S. dollars unless otherwise indicated. Summary and Pro forma Metrics Three Months Ended March 31,(US $ in millions) 2025 2024 YoY ∆ Pro forma Revenue* $ 7.15 $ 6.65 7 % Pro forma Adjusted EBITDA1 $ 1.57 $ 2.26 -31 % % Pro forma EBITDA Margin 21.9 % 34.0 % -1,208 bps Reported Revenue $ 5.58 $ 6.65 -16 % Adjusted EBITDA1 $ 0.80 $ 2.26 -65 % % Adjusted EBITDA Margin 14.3 % 34.0 % -1,967 bps * Includes revenue from New Jersey (ABCO) which is not included in Grown Rogue Consolidated results Market Performance Three Months Ended March 31,(US $ in millions) 2025 2024 YoY ∆ OregonTotal Revenue $ 2.87 $ 3.05 -6 % Adjusted EBITDA1 $ 0.98 $ 1.17 -16 % % Adjusted EBITDA Margin 34.1 % 38.2 % -410 bps MichiganTotal Revenue $ 2.51 $ 3.22 -22 % Adjusted EBITDA1 $ 0.91 $ 1.51 -40 % % Adjusted EBITDA Margin 36.4 % 47.0 % -1,054 bps New Jersey (ABCO)Total Revenue $ 1.77 $ -Adjusted EBITDA1 $ 0.77 $ -% Adjusted EBITDA Margin 43.4 % Market Core KPIs Three Months Ended March 31,(US $ in millions) 2025 2024 YoY ∆ Oregon IndoorTotal Flower Harvested (lbs) 3,136 2,799 12 % Cost Per Pound Produced $ 414 $ 463 -11 % Yield ("A"/"B") Flower (g/sf) 64 57 11 % Yield ("A") Flower (g/sf) 42 43 -2 % $ "A" Flower ASP $ 661 $ 861 -23 % MichiganTotal Flower Harvested (lbs) 2,974 2,757 8 % Cost Per Pound Produced $ 430 $ 486 -12 % Yield ("A"/"B") Flower (g/sf) 64 61 5 % Yield ("A") Flower (g/sf) 35 44 -19 % $ "A" Flower ASP $ 817 $ 1,120 -27 % Other First Quarter 2025 Highlights: Closed US$7.0mm credit facility at approximately 9% interest with a national, FDIC- insured commercial bank The remaining convertible lenders converted $3.3mm of outstanding convertible debentures not due until 2027, saving approximately $0.3mm in annual interest expense Nile, the Company's affiliated dispensary located in West New York, New Jersey, opened in February 2025, with its grand opening event in April. Developed an infused pre-roll processing lab in Oregon and soft launched infused pre-rolls in Oregon. Management Commentary from CEO, Obie Strickler "In October 2023 we announced our entry into the New Jersey market, driving growth and the expansion of our foundation built on properly scaled, low-cost, high-quality flower production. The first quarter of 2025 marked our first full quarter of New Jersey sales where we are showing strong month-to-month improvement in sales penetration, re-order rates, quality, yield, and cost control. I am particularly pleased with our financial results, with ABCO reporting $1.8M in revenue and 43% Adjusted EBITDA margins while only approximately at 25% sell-through of the facilities' full capacity. We expect to complete Phase II construction, bringing our full capacity to 1,000 to 1,200lb of whole flower, in late 2025. As part of our growth plan and the goal to enter one new state each year, we have been investing in our team and systems, which is reflected in our corporate expenses. I am particularly proud of our team's resilience and grit as we navigate pricing pressure in both Oregon and Michigan which affects our current profitability in both markets, yet we're maintaining Adjusted EBITDA margins in the mid 30% range. I remind our team frequently, and it's important for our shareholders as well, that these high-pressure competitive environments are what we are built for and historically when we've made some of our biggest efficiency and quality improvements. Despite year-over-year pricing pressure greater than 20% in both markets, this rising competition plays to our strengths and creates more opportunities for us to grab market share and further our brand awareness. We always have room for improvement, and while total pounds harvested, yield per square foot, and cost per pound produced were all positive year over year in both Oregon and Michigan, we saw a downtick in our "A" flower production in Michigan that we have identified and are correcting. While we don't have a crystal ball with respect to pricing, we expect our operational improvements to materialize in our KPIs as we move through the year. We believe our overhead investments position us well to support New Jersey and the next 2-3 states, starting with Illinois where construction has already begun. Although our team is never satisfied, I believe we're doing a remarkable job of executing against the things we control. Our near-term focus remains on continuous operational improvements, construction of phase two at the New Jersey facility, the buildout of our facility in Illinois, and our ongoing pursuit of additional markets and opportunities. We continue to believe that high-quality, low-cost, cannabis flower cultivation, that delights customers, is a protectable moat". Segmented Adjusted EBITDA Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023** Q3 2023** Q2 2023** Q1 2023** (US $ in millions)Oregon $ 0.98 $ 0.71 $ 0.60 $ 1.14 $ 1.17 $ 1.35 $ 1.10 $ 0.90 $ 1.27 Michigan $ 0.91 $ 0.94 $ 1.88 $ 1.69 $ 1.51 $ 1.61 $ 1.34 $ 1.26 $ (0.46) New Jersey $ 0.77 $ 0.08 $ - $ - $ - $ - $ - $ - $ - Corporate* $ (1.09) $ (1.34) $ (0.81) $ (0.76) $ (0.42) $ (0.97) $ (0.33) $ (0.25) $ 0.45 Pro forma Adjusted EBITDA $ 1.57 $ 0.40 $ 1.67 $ 2.08 $ 2.26 $ 2.00 $ 2.11 $ 1.92 $ 1.26 * Includes services revenue from March 2023 - September 2024 **Historical 2023 periods are for Fiscal Quarter of the year ending October 31, 2023 Management Commentary from CFO, Andrew Marchington "To help investors understand our business, we're providing historical Adjusted EBITDA performance by segment calculated consistent with how we're reporting the first quarter of 2025 with a bridge to our previous methodology in the tables below. We migrated to what we anticipate will be a more conservative and consistent methodology. With this change and the disclosure of our operational KPIs, our goal is to give investors an accurate view of how our business is performing in line with how we view business performance internally. Because we continue to report under IFRS, the main adjustments relate to the fair-value adjustments for financial instruments and inventory that affect our cost of goods sold, which reflects how we evaluate our business internally. Our new methodology avoids other adjustments except for stock-based compensation. And as a reminder, given the complexity of our financial reporting with respect to ABCO in New Jersey, we are providing quarterly selected unaudited financial information for ABCO and pro forma performance metrics. Conference Call and Webcast Information Grown Rogue management will host a conference call with the investment community today, May 13, 2025, at 5:00pm ET (2:00pm PT) to discuss its quarterly financial results, operational performance and business development plans. Interested parties may attend the conference call by dialing 1-800-836-8184 (Toll-Free in U.S. and Canada) or 1-646-357-8785 (Toll) and referencing conference ID number 74084. A live audio webcast of this event will also be available via the following link: About Grown Rogue Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, and New Jersey and under development in Illinois, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company's roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company's passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company's strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit Condensed Consolidated Statements of Comprehensive Income (Loss) Three Months Ended March 31,2025 2024 Revenue Product sales 5,378,463 6,271,304 Service revenue 198,000 383,170 Total revenue 5,576,463 6,654,474 Cost of goods sold Cost of finished cannabis inventory sold (2,923,521) (2,772,685) Costs of service revenue - (100,069) Gross profit, excluding fair value items 2,652,942 3,781,720 Realized fair value amounts in inventory sold (519,165) (927,479) Unrealized fair value gain (loss) on growth of biological assets 122,766 403,414 Gross profit 2,256,543 3,257,655 Expenses Amortization of intangible assets - - Amortization of property and equipment 114,135 255,052 General and administrative 2,303,148 2,019,324 Share-based compensation 767,609 56,185 Total expenses 3,184,892 2,330,561 Income from operations (928,349) 927,094 Other income and (expense) Interest expense (118,456) (89,687) Accretion expense (220,133) (381,663) Other income 618,883 16,975 Interest Income 388,460 99,298 Unrealized gain (loss) on derivative liability 2,843,248 (5,660,040) Unrealized gain (loss) on warrants asset (1,172,492) 1,292,848 Loss on equity investment in associate (79,627) - Total other income and (expense) 2,259,883 (4,722,269) Gain (loss) from operations before income tax 1,331,534 (3,795,175) Income tax (250,992) (370,525) Net income (loss) 1,080,542 (4,165,700) Other comprehensive income (items that may be subsequently reclassified to profit & loss) Currency translation 7,835 (2,740) Total comprehensive income (loss) 1,088,377 (4,168,440) Gain (loss) per share attributable to owners of the parent - basic 0.00 (0.02) Weighted average shares outstanding - basic 227,188,817 183,184,310 Loss per share attributable to owners of the parent - diluted Weighted average shares outstanding - diluted Gain (loss) per share attributable to owners of the parent - diluted (0.01) 0.01 Weighted average shares outstanding - diluted 249,235,841 214,046,728 Net income (loss) for the period attributable to: Non-controlling interest 83,000 30,728 Shareholders 997,542 (4,196,428) Net income 1,080,542 (4,165,700) Comprehensive income (loss) for the period attributable to: Non-controlling interest 83,000 30,728 Shareholders 1,005,377 (4,199,168) Total comprehensive income 1,088,377 (4,168,440) Condensed Consolidated Statement of Financial Position March 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents 6,228,675 4,682,221 Restricted Cash 3,300,000 - Accounts receivable 2,013,578 1,596,912 Biological assets 1,563,852 1,554,622 Inventory 4,643,513 4,769,776 Prepaid expenses and other assets 1,279,450 864,009 Notes receivable 8,109,318 7,189,635 Total current assets 27,138,386 20,657,175 Marketable securities Warrants asset 3,683,302 4,855,795 Other Investments 1,730,736 1,810,363 Notes receivable 2,689,281 2,613,969 Property and equipment 11,841,726 11,870,220 Deferred tax asset 303,778 250,620 Intangible assets 1,257,668 1,257,668 TOTAL ASSETS 48,644,877 43,315,810 LIABILITIES Current liabilities Accounts payable and accrued liabilities 1,758,761 2,107,619 Current portion of lease liabilities 845,563 736,453 Current portion of long-term debt 1,155,549 227,679 Current portion of convertible debentures 1,683,022 1,945,226 Current portion of business acquisition consideration payable 550,349 536,881 Interest payable - - Unearned revenue - - Derivative liabilities 7,316,954 12,504,175 Warrants payable Income tax payable 1,542,352 1,907,177 Total current liabilities 14,852,550 19,965,210 Accrued liabilities -Lease liabilities 4,430,272 4,475,490 Long-term debt 6,759,824 1,001,681 Convertible debentures - - Business acquisition consideration payable 1,637,826 1,693,540 Other non-current liablities (Note 20) 479,421 269,883 TOTAL LIABILITIES 28,159,893 27,405,804 EQUITY Share capital 41,359,728 38,499,491 Shares issuable - - Subscriptions payable (Note 13) Contributed surplus 9,645,118 9,025,541 Accumulated other comprehensive income (loss) (118,095) (125,930) Accumulated deficit (31,843,005) (32,847,333) Equity attributable to shareholders 19,043,746 14,551,769 Non-controlling interest 1,441,238 1,358,238 TOTAL EQUITY 20,484,984 15,910,007 TOTAL LIABILITIES AND EQUITY 48,644,877 43,315,811 Three months ended Condensed Consolidated Statements of Cash Flow (unaudited) March 31, 2025 March 31, 2024 Cash provided by (used in) Operating activities Net income (loss) 1,080,542 (4,165,700) Adjustments for non-cash items in net income (loss): Amortization of property and equipment 114,135 255,052 Amortization of property and equipment included in costs of inventory sold 448,661 439,632 Amortization of intangible assets -Unrealized fair value gain amounts on growth of biological assets (122,766) (403,414) Changes in fair value of inventory sold 519,165 927,479 Deferred incomes taxes (53,161) (93,251) Share-based compensation 767,609 56,185 Stock option expense -Accretion expense 220,133 381,663 Accrued interest (383,504) - Loss on equity method investment 79,627Gain on extinguishment on note receivable -(Gain) Loss on disposal of property & equipment 26,715 2,177 (Gain) / Loss on warrants asset 1,172,493 (1,292,847) (Gain) loss on fair value of derivative liability (2,843,248) 5,660,040 Loss on acquisition of non-controlling interest paid in shares -Effects of foreign exchange 7,835 (2,740)1,034,236 1,764,275 Changes in non-cash working capital (Note 15) (1,990,925) (422,527) Net cash provided by operating activities (956,689) 1,341,748Investing activities Purchase of property, equipment & intangibles (67,360) (297,314) Acquisition of Canopy Management and Golden Harvests (43,289)Dividend issued from Golden Harvests, LLC to minority owner -Cash advances and loans made to other parties (611,491) (2,947,998) Repayment of principal and interest -Canopy buyout -Equity investment in ABCO Garden State LLC -Other Investment Repayment of bridge note -Net cash used in investing activities (722,140) (3,245,312)Financing activities Proceeds from sale of units of subsidiary -Proceeds from issuance of convertible debentures - 600,000 Proceeds from long term-debt 7,000,000 - Long-term debt issuance costs (123,373)Proceeds from exercise of warrants - 4,657,460 Proceeds from exercise of stock options 13,552 168,183 Proceeds from brokered private placement -Payment of equity and debt issuance costs -Repayment of long-term debt (146,187) (284,406) Repayment of convertible debentures (74,250) (141,478) Proceeds of subscription receipts -Payments of lease principal (144,459) (447,690) Net cash provided by (used in) financing activities 6,525,283 4,552,069Change in cash 4,846,454 2,648,505 Cash balance, beginning 4,682,221 6,804,579 Cash balance, ending 9,528,675 9,453,084 Historical Core Operational KPIs (US $ in millions) Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Oregon IndoorTotal Flower Harvested (lbs) 3,136 3,122 3,100 2,457 2,799 2,726 2,667 2,611 2,856 Cost Per Pound Produced $ 414 $ 429 $ 425 $ 563 $ 463 $ 503 $ 524 $ 503 $ 411 Yield ("A"/"B") Flower (g/sf) 64 67 63 58 57 56 59 62 61 Yield ("A") Flower (g/sf) 42 49 43 42 43 37 42 37 42 $ "A" Flower ASP $ 661 $ 729 $ 812 $ 825 $ 861 $ 953 $ 949 $ 837 $ 868 MichiganTotal Flower Harvested (lbs) 2,974 3,104 3,215 3,010 2,757 2,522 2,551 2,270 2,629 Cost Per Pound Produced $ 430 $ 411 $ 407 $ 432 $ 486 $ 486 $ 492 $ 551 $ 494 Yield ("A"/"B") Flower (g/sf) 64 66 65 64 61 59 59 56 60 Yield ("A") Flower (g/sf) 35 39 41 43 44 48 46 43 45 $ "A" Flower ASP $ 817 $ 914 $ 958 $ 1,106 $ 1,120 $ 1,162 $ 1,178 $ 927 $ 925 Historical Adjusted EBITDA Bridge (US $) Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY2024 Q1 2025 Oregon as previously reported 731,235 1,074,365 1,121,814 890,622 3,818,036 1,166,517 1,143,355 595,527 716,829 3,622,228 978,799 Other income/expense (222,220) (171,573) (16,961) - (410,754) (190) - - (2,688) (2,878) Gain/loss on sale of assets 168,144 - - - 168,144 - - - - -Oregon Adj EBITDA as recast 677,159 902,792 1,104,853 890,622 3,575,426 1,166,327 1,143,355 595,527 714,141 3,619,350Michigan as previously reported 1,122,816 1,293,834 1,335,970 1,299,461 5,052,081 1,396,775 1,576,213 1,725,741 1,060,877 5,759,606 912,334 Other income/expense - - (910) (13,133) (14,043)(238,848) (238,848) Gain/loss on sale of assets - - - 13,881 13,881 - Elimination of Michigan management fees 114,000 114,000 155,381 122,667 506,048 Costs associated with acquisition of Golden Harvests-Michigan Adj EBITDA as recast 1,122,816 1,293,834 1,335,060 1,300,209 5,051,919 1,510,775 1,690,213 1,881,122 944,696 6,026,806Corporate as previously reported (515,845) (258,325) (366,129) (94,396) (1,234,695) (105,501) (197,219) (224,436) 824,857 297,701 (1,093,051) Other income/expense (1,554) 1,650 4,305 (21,091) (16,690) (118,260) (191,834) 258,357 (1,645,250) (1,696,987) Gain/loss on sale of assets - - - - - - - - Compliance costs (17,997) (18,784) (22,946) (24,020) (83,747) - - (79,091) - (79,091) Costs associated with acquisition of Golden Harvests - - New production location startup costs(77,314) (77,314) (432,911) (300,358) (887,897) Elimination of Michigan management fees (114,000) (114,000) (155,381) (122,667) Eliminated ABCO management fees(46,200) 46,200 - Non-recurring legal and transaction costs (177,641) (9,701) - (187,342) One-time compensation payments(121,336) (143,000) (264,336)Corporate + Services Adj EBITDA as recast (535,396) (275,459) (384,770) (139,507) (1,335,132) (415,075) (758,008) (810,699) (1,340,218) (3,324,000)a-EBITDA Total as previously reported 1,338,206 2,109,874 2,091,655 2,095,687 7,635,422 2,457,791 2,522,349 2,096,832 2,602,563 9,679,535 798,082 a-EBITDA Total recast 1,264,579 1,921,167 2,055,143 2,051,324 7,292,213 2,262,027 2,075,560 1,665,950 318,619 6,322,156 798,082 Grown Rogue Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation Three Months Ended March 31, (US $ in millions) 2025 2024 Net income (loss), as reported 1.08 (4.17) Add back realized fair value amounts included in inventory sold 0.52 0.93 Deduct unrealized fair value gain on growth of biological assets (0.12) (0.40) Add back amortization of property and equipment included in cost of sales 0.45 0.44 Add back interest and interest accretion expense, as reported 0.34 0.47 Add back amortization of property and equipment, as reported 0.11 0.26 Deduct unrealized gain/add back unrealized loss on derivative liability, as reported (2.84) 5.66 Deduct unrealized gain on warrants asset, as reported 1.17 (1.29) Loss on equity method investment in associate 0.08 - Interest income (0.39) (0.10) Other (income) / Loss (0.62) (0.02) Add back income tax expense, as reported 0.25 0.37 EBITDA 0.03 2.15 Add back share-based compensation 0.77 0.06 Costs related to acquisiton of Golden Harvests - 0.06 Adjusted EBITDA 0.80 2.26 ABCO Garden State Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation Three Months Ended March 31, (US $ in millions) 2025 Net income (loss), as reported (0.18) Add back realized fair value amounts included in inventory sold 0.76 Deduct unrealized fair value gain on growth of biological assets (0.40) Add back amortization of property and equipment included in cost of sales 0.21 Add back other (income) expense, as reported (0.10) Add back interest and interest accretion expense, as reported 0.45 Add back amortization of property and equipment, as reported 0.03 Add back income tax expense, as reported 0.00 Adjusted EBITDA 0.77 Segmented Adjusted EBITDA Reconciliation Three Months Ended March 31, 2025 (US $ in millions) Oregon Michigan Corporate Consolidated Revenue 2.87 2.51 0.20 5.58 Costs of revenue, excluding fair value adjustments (1.55) (1.37) - (2.92) Gross profit (loss) before fair value adjustments 1.32 1.14 0.20 2.65 Net fair value ("FV") adjustments (0.33) (0.06) - (0.40) Gross profit 0.99 1.07 0.20 2.26 Operating expenses: General and administration 0.58 0.43 1.29 2.30 Depreciation and amortization 0.03 0.03 0.05 0.11 Share based compensation - - 0.77 0.77 Other income and expense: Interest and accretion (0.05) (0.02) (0.27) (0.34) Interest income - - 0.39 0.39 Unrealized (loss) gain on derivative liability - - 2.84 2.84 Unrealized (loss) gain on warrants asset - - (1.17) (1.17) Loss on equity method investment in associate - - (0.08) (0.08) Other income and expense 0.01 0.00 0.60 0.62 Net income (loss) before tax 0.34 0.59 0.40 1.33 Tax - - (0.25) (0.25) Net income (loss) after tax 0.34 0.59 0.15 1.08 Net FV adjustments 0.33 0.06 - 0.40 Amortization of property and equipment included in cost of sales 0.24 0.21 - 0.45 Amortization of property and equipment 0.03 0.03 0.05 0.11 Unrealized derivative liability - - (2.84) (2.84) Unrealized warrants asset - - 1.17 1.17 Loss on equity method investment in associate - - 0.08 0.08 Other (income) expense (0.01) (0.00) (0.60) (0.62) Interest income - - (0.39) (0.39) Interest and accretion 0.05 0.02 0.27 0.34 Income tax - - 0.25 0.25 EBITDA before one-time adjustments 0.98 0.91 (1.86) 0.03 Add back share-based compensation - - 0.77 0.77 Costs related to acquisiton of Golden Harvests - - - - Adjusted EBITDA 0.98 0.91 (1.09) 0.80 NOTES: The Company's "aEBITDA," or "Adjusted EBITDA," is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "EBITDA" as the Company's net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on change in fair value of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance. The Company defined "Pro Forma Adjusted EBITDA" as the combined Adjusted EBITDA of the Company plus the Adjusted EBITDA of New Jersey (ABCO), with any intercompany transactions eliminated. "Pro forma Revenue" is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "Pro forma Revenue" as combined revenue of the Company plus revenue of New Jersey (ABCO), an affiliate which is accounted for as an equity method investment, with any intercompany revenues eliminated. NON-IFRS FINANCIAL MEASURES EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Revenue are non-IFRS measures and do not have standardized definitions under IFRS. The Company has also provided unaudited pro-forma financial information, which assumes that operations which will be consolidated in the future are consolidated in the current reported periods. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. FORWARD-LOOKING STATEMENTS This press release contains statements which constitute "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company's public disclosure documents filed on Sedar. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law. The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are disclosed in the Company's Listing Statement filed on its issuer profile on SEDAR+ at Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. SOURCE Grown Rogue International Inc. 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Cision Canada
13-05-2025
- Business
- Cision Canada
Grown Rogue Reports First Quarter 2025 Results
Pro forma revenue (including New Jersey affiliate) and pro forma Adjusted EBITDA of $7.15 million and $1.57 million, up 7% and down 31% year over year, respectively, with a pro forma Adjusted EBITDA margin of 21.3% On an apples-to-apples basis, without the 2024 first quarter contributions of the terminated Vireo Growth services agreement, pro forma revenue and pro forma Adjusted EBITDA were up 14% and down 21% year over year, respectively Solid operating performance highlighted by operational KPIs and New Jersey launch helps balance the impact of growth investments in corporate overhead and substantial pricing pressure in Michigan and Oregon New Jersey cultivation affiliate, ABCO Garden State LLC ("ABCO") produced revenue of $1.77M, was cash flow positive, and had Adjusted EBITDA of $0.77 million in its first full quarter of sales Oregon and Michigan Adjusted EBITDA Margins of 34.1% and 36.4%, respectively, despite the lower pricing environment Reported (IFRS) Revenue of $5.58 million and Adjusted EBITDA of $0.80 million Augmenting investor disclosure with schedules for operational KPIs and a new Adjusted EBITDA methodology going back two years, and hosting our first quarterly conference call, today at 5pm ET MEDFORD, Oreg., May 13, 2025 /CNW/ - Grown Rogue International Inc. ("Grown Rogue" or the "Company") (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the terroir of Oregon's Rogue Valley, is pleased to report its first quarter results ended March 31, 2025. The Company changed its fiscal year-end from October to December during 2024. All financial information is provided in U.S. dollars unless otherwise indicated. Market Performance Three Months Ended March 31, (US $ in millions) 2025 2024 YoY ∆ Oregon Total Revenue $ 2.87 $ 3.05 -6 % Adjusted EBITDA 1 $ 0.98 $ 1.17 -16 % % Adjusted EBITDA Margin 34.1 % 38.2 % -410 bps Michigan Total Revenue $ 2.51 $ 3.22 -22 % Adjusted EBITDA 1 $ 0.91 $ 1.51 -40 % % Adjusted EBITDA Margin 36.4 % 47.0 % -1,054 bps New Jersey (ABCO) Total Revenue $ 1.77 $ - Adjusted EBITDA 1 $ 0.77 $ - % Adjusted EBITDA Margin 43.4 % Market Core KPIs Three Months Ended March 31, (US $ in millions) 2025 2024 YoY ∆ Oregon Indoor Total Flower Harvested (lbs) 3,136 2,799 12 % Cost Per Pound Produced $ 414 $ 463 -11 % Yield ("A"/"B") Flower (g/sf) 64 57 11 % Yield ("A") Flower (g/sf) 42 43 -2 % $ "A" Flower ASP $ 661 $ 861 -23 % Michigan Total Flower Harvested (lbs) 2,974 2,757 8 % Cost Per Pound Produced $ 430 $ 486 -12 % Yield ("A"/"B") Flower (g/sf) 64 61 5 % Yield ("A") Flower (g/sf) 35 44 -19 % $ "A" Flower ASP $ 817 $ 1,120 -27 % Other First Quarter 2025 Highlights: Closed US$7.0mm credit facility at approximately 9% interest with a national, FDIC- insured commercial bank The remaining convertible lenders converted $3.3mm of outstanding convertible debentures not due until 2027, saving approximately $0.3mm in annual interest expense Nile, the Company's affiliated dispensary located in West New York, New Jersey, opened in February 2025, with its grand opening event in April. Developed an infused pre-roll processing lab in Oregon and soft launched infused pre-rolls in Oregon. "In October 2023 we announced our entry into the New Jersey market, driving growth and the expansion of our foundation built on properly scaled, low-cost, high-quality flower production. The first quarter of 2025 marked our first full quarter of New Jersey sales where we are showing strong month-to-month improvement in sales penetration, re-order rates, quality, yield, and cost control. I am particularly pleased with our financial results, with ABCO reporting $1.8M in revenue and 43% Adjusted EBITDA margins while only approximately at 25% sell-through of the facilities' full capacity. We expect to complete Phase II construction, bringing our full capacity to 1,000 to 1,200lb of whole flower, in late 2025. As part of our growth plan and the goal to enter one new state each year, we have been investing in our team and systems, which is reflected in our corporate expenses. I am particularly proud of our team's resilience and grit as we navigate pricing pressure in both Oregon and Michigan which affects our current profitability in both markets, yet we're maintaining Adjusted EBITDA margins in the mid 30% range. I remind our team frequently, and it's important for our shareholders as well, that these high-pressure competitive environments are what we are built for and historically when we've made some of our biggest efficiency and quality improvements. Despite year-over-year pricing pressure greater than 20% in both markets, this rising competition plays to our strengths and creates more opportunities for us to grab market share and further our brand awareness. We always have room for improvement, and while total pounds harvested, yield per square foot, and cost per pound produced were all positive year over year in both Oregon and Michigan, we saw a downtick in our "A" flower production in Michigan that we have identified and are correcting. While we don't have a crystal ball with respect to pricing, we expect our operational improvements to materialize in our KPIs as we move through the year. We believe our overhead investments position us well to support New Jersey and the next 2-3 states, starting with Illinois where construction has already begun. Although our team is never satisfied, I believe we're doing a remarkable job of executing against the things we control. Our near-term focus remains on continuous operational improvements, construction of phase two at the New Jersey facility, the buildout of our facility in Illinois, and our ongoing pursuit of additional markets and opportunities. We continue to believe that high-quality, low-cost, cannabis flower cultivation, that delights customers, is a protectable moat". Management Commentary from CFO, Andrew Marchington "To help investors understand our business, we're providing historical Adjusted EBITDA performance by segment calculated consistent with how we're reporting the first quarter of 2025 with a bridge to our previous methodology in the tables below. We migrated to what we anticipate will be a more conservative and consistent methodology. With this change and the disclosure of our operational KPIs, our goal is to give investors an accurate view of how our business is performing in line with how we view business performance internally. Because we continue to report under IFRS, the main adjustments relate to the fair-value adjustments for financial instruments and inventory that affect our cost of goods sold, which reflects how we evaluate our business internally. Our new methodology avoids other adjustments except for stock-based compensation. And as a reminder, given the complexity of our financial reporting with respect to ABCO in New Jersey, we are providing quarterly selected unaudited financial information for ABCO and pro forma performance metrics. Conference Call and Webcast Information Grown Rogue management will host a conference call with the investment community today, May 13, 2025, at 5:00pm ET (2:00pm PT) to discuss its quarterly financial results, operational performance and business development plans. Interested parties may attend the conference call by dialing 1-800-836-8184 (Toll-Free in U.S. and Canada) or 1-646-357-8785 (Toll) and referencing conference ID number 74084. A live audio webcast of this event will also be available via the following link: About Grown Rogue Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, and New Jersey and under development in Illinois, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company's roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company's passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company's strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit Condensed Consolidated Statement of Financial Position March 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents 6,228,675 4,682,221 Restricted Cash 3,300,000 - Accounts receivable 2,013,578 1,596,912 Biological assets 1,563,852 1,554,622 Inventory 4,643,513 4,769,776 Prepaid expenses and other assets 1,279,450 864,009 Notes receivable 8,109,318 7,189,635 Total current assets 27,138,386 20,657,175 Marketable securities Warrants asset 3,683,302 4,855,795 Other Investments 1,730,736 1,810,363 Notes receivable 2,689,281 2,613,969 Property and equipment 11,841,726 11,870,220 Deferred tax asset 303,778 250,620 Intangible assets 1,257,668 1,257,668 TOTAL ASSETS 48,644,877 43,315,810 LIABILITIES Current liabilities Accounts payable and accrued liabilities 1,758,761 2,107,619 Current portion of lease liabilities 845,563 736,453 Current portion of long-term debt 1,155,549 227,679 Current portion of convertible debentures 1,683,022 1,945,226 Current portion of business acquisition consideration payable 550,349 536,881 Interest payable - - Unearned revenue - - Derivative liabilities 7,316,954 12,504,175 Warrants payable Income tax payable 1,542,352 1,907,177 Total current liabilities 14,852,550 19,965,210 Accrued liabilities - Lease liabilities 4,430,272 4,475,490 Long-term debt 6,759,824 1,001,681 Convertible debentures - - Business acquisition consideration payable 1,637,826 1,693,540 Other non-current liablities (Note 20) 479,421 269,883 TOTAL LIABILITIES 28,159,893 27,405,804 EQUITY Share capital 41,359,728 38,499,491 Shares issuable - - Subscriptions payable (Note 13) Contributed surplus 9,645,118 9,025,541 Accumulated other comprehensive income (loss) (118,095) (125,930) Accumulated deficit (31,843,005) (32,847,333) Equity attributable to shareholders 19,043,746 14,551,769 Non-controlling interest 1,441,238 1,358,238 TOTAL EQUITY 20,484,984 15,910,007 TOTAL LIABILITIES AND EQUITY 48,644,877 43,315,811 Three months ended Condensed Consolidated Statements of Cash Flow (unaudited) March 31, 2025 March 31, 2024 Cash provided by (used in) Operating activities Net income (loss) 1,080,542 (4,165,700) Adjustments for non-cash items in net income (loss): Amortization of property and equipment 114,135 255,052 Amortization of property and equipment included in costs of inventory sold 448,661 439,632 Amortization of intangible assets - Unrealized fair value gain amounts on growth of biological assets (122,766) (403,414) Changes in fair value of inventory sold 519,165 927,479 Deferred incomes taxes (53,161) (93,251) Share-based compensation 767,609 56,185 Stock option expense - Accretion expense 220,133 381,663 Accrued interest (383,504) - Loss on equity method investment 79,627 Gain on extinguishment on note receivable - (Gain) Loss on disposal of property & equipment 26,715 2,177 (Gain) / Loss on warrants asset 1,172,493 (1,292,847) (Gain) loss on fair value of derivative liability (2,843,248) 5,660,040 Loss on acquisition of non-controlling interest paid in shares - Effects of foreign exchange 7,835 (2,740) 1,034,236 1,764,275 Changes in non-cash working capital (Note 15) (1,990,925) (422,527) Net cash provided by operating activities (956,689) 1,341,748 Investing activities Purchase of property, equipment & intangibles (67,360) (297,314) Acquisition of Canopy Management and Golden Harvests (43,289) Dividend issued from Golden Harvests, LLC to minority owner - Cash advances and loans made to other parties (611,491) (2,947,998) Repayment of principal and interest - Canopy buyout - Equity investment in ABCO Garden State LLC - Other Investment Repayment of bridge note - Net cash used in investing activities (722,140) (3,245,312) Financing activities Proceeds from sale of units of subsidiary - Proceeds from issuance of convertible debentures - 600,000 Proceeds from long term-debt 7,000,000 - Long-term debt issuance costs (123,373) Proceeds from exercise of warrants - 4,657,460 Proceeds from exercise of stock options 13,552 168,183 Proceeds from brokered private placement - Payment of equity and debt issuance costs - Repayment of long-term debt (146,187) (284,406) Repayment of convertible debentures (74,250) (141,478) Proceeds of subscription receipts - Payments of lease principal (144,459) (447,690) Net cash provided by (used in) financing activities 6,525,283 4,552,069 Change in cash 4,846,454 2,648,505 Cash balance, beginning 4,682,221 6,804,579 Cash balance, ending 9,528,675 9,453,084 Historical Core Operational KPIs (US $ in millions) Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Oregon Indoor Total Flower Harvested (lbs) 3,136 3,122 3,100 2,457 2,799 2,726 2,667 2,611 2,856 Cost Per Pound Produced $ 414 $ 429 $ 425 $ 563 $ 463 $ 503 $ 524 $ 503 $ 411 Yield ("A"/"B") Flower (g/sf) 64 67 63 58 57 56 59 62 61 Yield ("A") Flower (g/sf) 42 49 43 42 43 37 42 37 42 $ "A" Flower ASP $ 661 $ 729 $ 812 $ 825 $ 861 $ 953 $ 949 $ 837 $ 868 Michigan Total Flower Harvested (lbs) 2,974 3,104 3,215 3,010 2,757 2,522 2,551 2,270 2,629 Cost Per Pound Produced $ 430 $ 411 $ 407 $ 432 $ 486 $ 486 $ 492 $ 551 $ 494 Yield ("A"/"B") Flower (g/sf) 64 66 65 64 61 59 59 56 60 Yield ("A") Flower (g/sf) 35 39 41 43 44 48 46 43 45 $ "A" Flower ASP $ 817 $ 914 $ 958 $ 1,106 $ 1,120 $ 1,162 $ 1,178 $ 927 $ 925 Historical Adjusted EBITDA Bridge (US $) Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY2024 Q1 2025 Oregon as previously reported 731,235 1,074,365 1,121,814 890,622 3,818,036 1,166,517 1,143,355 595,527 716,829 3,622,228 978,799 Other income/expense (222,220) (171,573) (16,961) - (410,754) (190) - - (2,688) (2,878) Gain/loss on sale of assets 168,144 - - - 168,144 - - - - - Oregon Adj EBITDA as recast 677,159 902,792 1,104,853 890,622 3,575,426 1,166,327 1,143,355 595,527 714,141 3,619,350 Michigan as previously reported 1,122,816 1,293,834 1,335,970 1,299,461 5,052,081 1,396,775 1,576,213 1,725,741 1,060,877 5,759,606 912,334 Other income/expense - - (910) (13,133) (14,043) (238,848) (238,848) Gain/loss on sale of assets - - - 13,881 13,881 - Elimination of Michigan management fees 114,000 114,000 155,381 122,667 506,048 Costs associated with acquisition of Golden Harvests - Michigan Adj EBITDA as recast 1,122,816 1,293,834 1,335,060 1,300,209 5,051,919 1,510,775 1,690,213 1,881,122 944,696 6,026,806 Corporate as previously reported (515,845) (258,325) (366,129) (94,396) (1,234,695) (105,501) (197,219) (224,436) 824,857 297,701 (1,093,051) Other income/expense (1,554) 1,650 4,305 (21,091) (16,690) (118,260) (191,834) 258,357 (1,645,250) (1,696,987) Gain/loss on sale of assets - - - - - - - - Compliance costs (17,997) (18,784) (22,946) (24,020) (83,747) - - (79,091) - (79,091) Costs associated with acquisition of Golden Harvests - - New production location startup costs (77,314) (77,314) (432,911) (300,358) (887,897) Elimination of Michigan management fees (114,000) (114,000) (155,381) (122,667) Eliminated ABCO management fees (46,200) 46,200 - Non-recurring legal and transaction costs (177,641) (9,701) - (187,342) One-time compensation payments (121,336) (143,000) (264,336) Corporate + Services Adj EBITDA as recast (535,396) (275,459) (384,770) (139,507) (1,335,132) (415,075) (758,008) (810,699) (1,340,218) (3,324,000) a-EBITDA Total as previously reported 1,338,206 2,109,874 2,091,655 2,095,687 7,635,422 2,457,791 2,522,349 2,096,832 2,602,563 9,679,535 798,082 a-EBITDA Total recast 1,264,579 1,921,167 2,055,143 2,051,324 7,292,213 2,262,027 2,075,560 1,665,950 318,619 6,322,156 798,082 Grown Rogue Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation Three Months Ended March 31, (US $ in millions) 2025 2024 Net income (loss), as reported 1.08 (4.17) Add back realized fair value amounts included in inventory sold 0.52 0.93 Deduct unrealized fair value gain on growth of biological assets (0.12) (0.40) Add back amortization of property and equipment included in cost of sales 0.45 0.44 Add back interest and interest accretion expense, as reported 0.34 0.47 Add back amortization of property and equipment, as reported 0.11 0.26 Deduct unrealized gain/add back unrealized loss on derivative liability, as reported (2.84) 5.66 Deduct unrealized gain on warrants asset, as reported 1.17 (1.29) Loss on equity method investment in associate 0.08 - Interest income (0.39) (0.10) Other (income) / Loss (0.62) (0.02) Add back income tax expense, as reported 0.25 0.37 EBITDA 0.03 2.15 Add back share-based compensation 0.77 0.06 Costs related to acquisiton of Golden Harvests - 0.06 Adjusted EBITDA 0.80 2.26 ABCO Garden State Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation Three Months Ended March 31, (US $ in millions) 2025 Net income (loss), as reported (0.18) Add back realized fair value amounts included in inventory sold 0.76 Deduct unrealized fair value gain on growth of biological assets (0.40) Add back amortization of property and equipment included in cost of sales 0.21 Add back other (income) expense, as reported (0.10) Add back interest and interest accretion expense, as reported 0.45 Add back amortization of property and equipment, as reported 0.03 Add back income tax expense, as reported 0.00 Adjusted EBITDA 0.77 Segmented Adjusted EBITDA Reconciliation Three Months Ended March 31, 2025 (US $ in millions) Oregon Michigan Corporate Consolidated Revenue 2.87 2.51 0.20 5.58 Costs of revenue, excluding fair value adjustments (1.55) (1.37) - (2.92) Gross profit (loss) before fair value adjustments 1.32 1.14 0.20 2.65 Net fair value ("FV") adjustments (0.33) (0.06) - (0.40) Gross profit 0.99 1.07 0.20 2.26 Operating expenses: General and administration 0.58 0.43 1.29 2.30 Depreciation and amortization 0.03 0.03 0.05 0.11 Share based compensation - - 0.77 0.77 Other income and expense: Interest and accretion (0.05) (0.02) (0.27) (0.34) Interest income - - 0.39 0.39 Unrealized (loss) gain on derivative liability - - 2.84 2.84 Unrealized (loss) gain on warrants asset - - (1.17) (1.17) Loss on equity method investment in associate - - (0.08) (0.08) Other income and expense 0.01 0.00 0.60 0.62 Net income (loss) before tax 0.34 0.59 0.40 1.33 Tax - - (0.25) (0.25) Net income (loss) after tax 0.34 0.59 0.15 1.08 Net FV adjustments 0.33 0.06 - 0.40 Amortization of property and equipment included in cost of sales 0.24 0.21 - 0.45 Amortization of property and equipment 0.03 0.03 0.05 0.11 Unrealized derivative liability - - (2.84) (2.84) Unrealized warrants asset - - 1.17 1.17 Loss on equity method investment in associate - - 0.08 0.08 Other (income) expense (0.01) (0.00) (0.60) (0.62) Interest income - - (0.39) (0.39) Interest and accretion 0.05 0.02 0.27 0.34 Income tax - - 0.25 0.25 EBITDA before one-time adjustments 0.98 0.91 (1.86) 0.03 Add back share-based compensation - - 0.77 0.77 Costs related to acquisiton of Golden Harvests - - - - Adjusted EBITDA 0.98 0.91 (1.09) 0.80 NOTES: The Company's "aEBITDA," or "Adjusted EBITDA," is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "EBITDA" as the Company's net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on change in fair value of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance. The Company defined "Pro Forma Adjusted EBITDA" as the combined Adjusted EBITDA of the Company plus the Adjusted EBITDA of New Jersey (ABCO), with any intercompany transactions eliminated. "Pro forma Revenue" is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "Pro forma Revenue" as combined revenue of the Company plus revenue of New Jersey (ABCO), an affiliate which is accounted for as an equity method investment, with any intercompany revenues eliminated. NON-IFRS FINANCIAL MEASURES EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Revenue are non-IFRS measures and do not have standardized definitions under IFRS. The Company has also provided unaudited pro-forma financial information, which assumes that operations which will be consolidated in the future are consolidated in the current reported periods. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. FORWARD-LOOKING STATEMENTS This press release contains statements which constitute "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company's public disclosure documents filed on Sedar. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law. The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are disclosed in the Company's Listing Statement filed on its issuer profile on SEDAR+ at Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. SOURCE Grown Rogue International Inc.
