EXHIBIT 25
Published on
Exhibit 25
Grown Rogue Reports Fourth Quarter and Annual 2024 Results
Medford, Oregon, March 31, 2025 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to report its fourth quarter and full year results ended December 31, 2024. The Company changed its fiscal year-end from October to December during 2024, affecting year-over-year comparison periods, including making year-over-year quarterly comparisons less relevant. All financial information is provided in U.S. dollars unless otherwise indicated.
2024 Operational and Financial Highlights:
| ● | Revenue of $27.0M compared to $23.4M in the year ended October 31, 2023, an increase of 16% |
| ● | Adjusted EBITDA of $9.7M compared to $7.6M in the year ended October 31, 2023, an increase of 27% |
| ● | Adjusted EBITDA margin of 35.8% compared to 32.7% in the year ended October 31, 2023 |
| ● | Grown Rogue Received Licensing Approval in New Jersey and Closed Option 1 to Acquire 44% of ABCO Garden State, LLC (“ABCO”), with agreements in place to own up to 70%, pending regulatory approval |
| ● | Commenced sales of Grown Rogue flower and pre-rolls in New Jersey in December and, as of mid-March, are selling into approximately half of the 205 dispensaries in the state |
| ● | Increased ownership of Michigan operations from 60% to 80% |
| ● | Convertible lenders voluntarily converted $3.1M of outstanding convertible debentures not due until 2027 |
| ● | Announced the termination of the advisory agreement with Vireo Growth Inc. (formerly Goodness Growth Holdings, Inc.) |
| ● | Subsequent to year-end, the Company appointed Andrew Marchington as Chief Financial Officer and Josh Rosen as Chief Strategy Officer |
| ● | Subsequent to year-end Nile, the Company’s affiliated dispensary located in West New York, New Jersey, opened in February 2025, with its grand opening event planned for Saturday, March 29 |
| ● | Subsequent to year-end, the Company closed a US$7.0M credit facility at ~9% interest |
2024 Fourth Quarter Financial Highlights:
| ● | Revenue of $5.7M and adjusted EBITDA of $2.6M |
| ● | Adjusted EBITDA margin of 46.9% |
Management Commentary
“This was another productive year for Grown Rogue with growth in both revenue and aEBITDA showing the continued execution by our team in competitive markets against a backdrop of price compression that was most pronounced in the back half of the year. Our core markets of Oregon and Michigan performed well in 2024 with strong market share increases in both markets. Our sales in OR and MI grew 10% and 13%, respectively, while state sales in OR were flat and MI were up 8%, indicating continued strong demand for our flower and pre-roll products. Our state-level EBITDA margins in 2024 were affected by lower pricing, particularly in Oregon, but we remain relentlessly focused on offsetting this competitive environment with strong cost controls, operational efficiencies and yield improvements. We continue to see pricing pressure early in 2025, most significantly in Michigan and we’re optimistic that we’ll see this pressure subside as we move through the year. Fortunately, our strong execution and resulting margin profile makes us resilient.,” said Obie Strickler, CEO of Grown Rogue.
“I’m so proud of everyone on the Grown Rogue team for both maintaining the focus on continuous improvement in our existing operations and simultaneously delivering against an aggressive go-to-market timeline in New Jersey. Augmenting our team as we grow, while retaining and growing our core talent, is the linchpin of our success. 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 measured pursuit of new markets. Our recently announced credit facility supports these growth initiatives on attractive terms by industry standards. We continue to believe that high-quality, low-cost cannabis cultivation, that delights consumers, is a protectable moat when done at the proper scale,” continued Mr. Strickler.
“I want to personally thank all our customers, the entire Grown Rogue team, and our supportive partners and shareholders for each doing their part to help Grown Rogue achieve our goal of becoming a nationally recognized craft flower company in the U.S. I look forward to providing future updates, most notably as we actively increase our penetration in the New Jersey market.”
Oregon Market Highlights ($USD Millions)
| Oregon | FY 2024 | FY 2023* | +/- % | |||||||||
| Revenue | 12.1 | 11.0 | +10 | % | ||||||||
| aEBITDA | 3.6 | 4.4 | -18 | % | ||||||||
| aEBITDA Margin % | 30.0 | % | 40.1 | % | -1010 bps | |||||||
| * | FY 2023 data is from November 2022 to October 2023 |
Michigan Market Highlights ($USD Millions)
| Michigan | FY 2024 | FY 2023* | +/- % | |||||||||
| Revenue | 12.9 | 11.4 | +13 | % | ||||||||
| aEBITDA | 5.8 | 5.3 | +8 | % | ||||||||
| aEBITDA Margin % | 44.5 | % | 46.7 | % | -220 bps | |||||||
| * | FY 2023 data is from November 2022 to October 2023 |
Michigan operations are through Golden Harvests, LLC.
2
Financial Statements and aEBITDA reconciliation
| Consolidated Statements of Financial Position | December 31, 2024 |
December 31, 2023 |
October 31, 2023 |
|||||||||
| $ | $ | $ | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents (Note 18) | 4,682,221 | 6,804,579 | 8,858,247 | |||||||||
| Accounts receivable (Note 18) | 1,596,912 | 1,642,990 | 2,109,424 | |||||||||
| Biological assets (Note 3) | 1,554,622 | 1,723,342 | 1,566,822 | |||||||||
| Inventory (Note 4) | 4,769,776 | 5,021,290 | 4,494,257 | |||||||||
| Prepaid expenses and other assets | 864,009 | 420,336 | 392,787 | |||||||||
| Notes receivable (Note 6.3) | 7,189,635 | - | - | |||||||||
| Total current assets | 20,657,175 | 15,612,537 | 17,421,537 | |||||||||
| Warrants asset (Note 13.2) | 4,855,795 | 8,820,897 | 8,753,266 | |||||||||
| Other Investments (Note 6.1 and 6.2) | 1,810,363 | - | - | |||||||||
| Notes receivable (Notes 6.3) | 2,613,969 | 2,449,122 | 1,430,526 | |||||||||
| Property and equipment (Note 8) | 11,870,220 | 1,761,382 | 1,361,366 | |||||||||
| Intangible assets and goodwill (Note 9) | 1,257,668 | 725,668 | 725,668 | |||||||||
| Deferred tax asset (Note 20) | 250,620 | 246,294 | 470,358 | |||||||||
| TOTAL ASSETS | 43,315,810 | 29,615,900 | 30,162,721 | |||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 2,107,619 | 1,358,962 | 2,359,750 | |||||||||
| Current portion of lease liabilities (Note 7) | 736,453 | 925,976 | 824,271 | |||||||||
| Current portion of long-term debt (Note 10) | 227,679 | 780,358 | 1,285,604 | |||||||||
| Current portion of convertible debentures (Note 11) | 1,945,226 | - | - | |||||||||
| Current portion of business acquisition consideration payable (Note 5) | 536,881 | 360,000 | 360,000 | |||||||||
| Derivative liability (Notes 11.1.1, 11.2 and 11.2.1) | 12,504,175 | 7,471,519 | 7,808,500 | |||||||||
| Income tax payable (Note 20) | 1,907,177 | 873,388 | 366,056 | |||||||||
| Total current liabilities | 19,965,210 | 11,770,203 | 13,004,181 | |||||||||
| Lease liabilities (Note 7) | 4,475,490 | 1,972,082 | 2,094,412 | |||||||||
| Long-term debt (Note 10) | 1,001,681 | 82,346 | 102,913 | |||||||||
| Business acquisition consideration payable (Note 5) | 1,693,540 | - | - | |||||||||
| Convertible debentures | - | 2,459,924 | 2,412,762 | |||||||||
| Other non-current liabilities (Note 20) | 269,883 | - | - | |||||||||
| TOTAL LIABILITIES | 27,405,804 | 16,284,555 | 17,614,268 | |||||||||
| EQUITY | ||||||||||||
| Share capital (Note 12) | 38,499,491 | 24,593,422 | 24,593,422 | |||||||||
| Contributed surplus (Notes 13 and 14) | 9,025,541 | 8,186,297 | 8,081,938 | |||||||||
| Accumulated other comprehensive loss | (125,930 | ) | (108,069 | ) | (114,175 | ) | ||||||
| Accumulated deficit | (32,847,334 | ) | (20,353,629 | ) | (20,996,449 | ) | ||||||
| Equity attributable to shareholders | 14,551,768 | 12,318,021 | 11,564,736 | |||||||||
| Non-controlling interests (Note 23) | 1,358,238 | 1,013,324 | 983,717 | |||||||||
| TOTAL EQUITY | 15,910,006 | 13,331,345 | 12,548,453 | |||||||||
| TOTAL LIABILITIES AND EQUITY | 43,315,810 | 29,615,900 | 30,162,721 | |||||||||
3
| Consolidated Statements of Comprehensive Income (Loss) | Year ended December 31, 2024 |
Two months ended December 31, 2023 |
Year ended October 31, 2023 |
|||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Product sales (Note 2.1.6.1) | 25,029,634 | 3,542,037 | 22,424,169 | |||||||||
| Service revenue (Note 2.1.6.2) | 1,987,631 | 96,050 | 929,016 | |||||||||
| Total revenue | 27,017,265 | 3,638,087 | 23,353,185 | |||||||||
| Cost of goods sold | ||||||||||||
| Cost of finished cannabis inventory sold | (12,827,041 | ) | (1,404,323 | ) | (11,155,676 | ) | ||||||
| Costs of service revenue | (206,669 | ) | (89,210 | ) | (308,641 | ) | ||||||
| Gross profit, excluding fair value items | 13,937,355 | 2,144,554 | 11,888,868 | |||||||||
| Realized fair value loss amounts in inventory sold | (3,358,862 | ) | (460,647 | ) | (2,573,151 | ) | ||||||
| Unrealized fair value gain amounts on growth of biological assets | 2,816,943 | 686,867 | 3,355,797 | |||||||||
| Gross profit | 13,441,636 | 2,370,774 | 12,671,514 | |||||||||
| Expenses | ||||||||||||
| Amortization of property and equipment | 939,727 | 186,415 | 578,641 | |||||||||
| General and administrative (Note 19) | 10,075,360 | 1,437,353 | 6,465,877 | |||||||||
| Share-based compensation | 1,306,607 | 104,359 | 346,113 | |||||||||
| Total expenses | 12,321,694 | 1,728,127 | 7,390,631 | |||||||||
| Income from operations | 1,119,942 | 642,647 | 5,280,883 | |||||||||
| Other income and (expense) | ||||||||||||
| Interest expense | (379,161 | ) | (69,164 | ) | (370,616 | ) | ||||||
| Accretion expense | (2,042,556 | ) | (216,493 | ) | (1,026,732 | ) | ||||||
| Other income (expense) | 1,938,713 | 49,678 | 441,487 | |||||||||
| Gain on extinguishment on note receivable | 156,165 | - | - | |||||||||
| Unrealized gain (loss) on derivative liability | (12,768,905 | ) | 336,981 | (4,563,498 | ) | |||||||
| Unrealized gain on warrants asset | 3,094,413 | 400,016 | 129,113 | |||||||||
| Loss on equity investment in associate | (169,637 | ) | - | - | ||||||||
| Gain (loss) on disposal of property and equipment | 50,057 | (87,699 | ) | (182,025 | ) | |||||||
| Total other income (expense), net | (10,120,911 | ) | 413,319 | (5,572,271 | ) | |||||||
| Income (loss) before taxes | (9,000,969 | ) | 1,055,966 | (291,388 | ) | |||||||
| Income tax (Note 20) | (1,695,825 | ) | (383,539 | ) | (370,932 | ) | ||||||
| Net income (loss) | (10,696,794 | ) | 672,427 | (662,320 | ) | |||||||
| Other comprehensive income (items that may be subsequently reclassified to profit & loss) | ||||||||||||
| Currency translation gain (loss) | (17,861 | ) | 6,106 | (4,562 | ) | |||||||
| Total comprehensive income (loss) | (10,714,655 | ) | 678,533 | (666,882 | ) | |||||||
| Gain (loss) per share attributable to owners of the parent – basic | (0.05 | ) | 0.00 | (0.00 | ) | |||||||
| Weighted average shares outstanding – basic | 209,441,725 | 182,005,886 | 172,708,792 | |||||||||
| Gain (loss) per share attributable to owners of the parent – diluted | 0.01 | 0.00 | 0.00 | |||||||||
| Weighted average shares outstanding – diluted | 237,428,458 | 214,046,728 | 172,708,792 | |||||||||
| Net income (loss) for the period attributable to: | ||||||||||||
| Non-controlling interest | 606,848 | 29,607 | (129,279 | ) | ||||||||
| Shareholders | (11,303,642 | ) | 642,820 | (533,041 | ) | |||||||
| Net income (loss) | (10,696,794 | ) | 672,427 | (662,320 | ) | |||||||
| Comprehensive income (loss) for the period attributable to: | ||||||||||||
| Non-controlling interest | 606,848 | 29,607 | (129,279 | ) | ||||||||
| Shareholders | (11,321,503 | ) | 648,926 | (537,603 | ) | |||||||
| Total comprehensive income (loss) | (10,714,655 | ) | 678,533 | (666,882 | ) | |||||||
4
| Consolidated Statements of Cash Flows | Year ended December 31, 2024 |
Two months ended December 31, 2023 |
Year ended October 31, 2023 |
|||||||||
| $ | $ | $ | ||||||||||
| Operating activities | ||||||||||||
| Net income (loss) | (10,696,794 | ) | 672,427 | (662,320 | ) | |||||||
| Adjustments for non-cash items in net income (loss): | ||||||||||||
| Depreciation of property and equipment | 939,727 | 186,415 | 578,641 | |||||||||
| Amortization of property and equipment included in costs of inventory sold | 1,980,597 | 209,985 | 1,757,672 | |||||||||
| Unrealized fair value gain amounts on growth of biological assets | (2,816,943 | ) | (686,867 | ) | (3,355,797 | ) | ||||||
| Realized fair value loss amounts in inventory sold | 3,358,862 | 460,647 | 2,573,151 | |||||||||
| Deferred income taxes | (4,326 | ) | 224,064 | (470,358 | ) | |||||||
| Share-based compensation | 1,306,607 | 104,359 | 344,593 | |||||||||
| Accretion expense | 2,042,556 | 216,493 | 1,026,732 | |||||||||
| Loss on equity investment in associate | 169,637 | - | - | |||||||||
| Gain on extinguishment on note receivable | (156,165 | ) | - | - | ||||||||
| (Gain) Loss on disposal of property and equipment | (50,057 | ) | 87,699 | 182,025 | ||||||||
| Unrealized (gain) loss on fair value of derivative liability | 12,768,905 | (336,981 | ) | 4,563,498 | ||||||||
| Unrealized gain on warrants asset | (3,094,414 | ) | (400,016 | ) | (129,113 | ) | ||||||
| Currency translation gain (loss) | (17,861 | ) | 6,106 | (2,210 | ) | |||||||
| 5,730,331 | 744,331 | 6,406,514 | ||||||||||
| Changes in non-cash working capital (Note 15) | 1,394,111 | (513,222 | ) | (677,163 | ) | |||||||
| Net cash provided by operating activities | 7,124,442 | 231,109 | 5,729,351 | |||||||||
| Investing activities | ||||||||||||
| Purchase of property and equipment and intangibles | (1,739,014 | ) | (126,690 | ) | (1,456,782 | ) | ||||||
| Acquisition of Canopy Management and Golden Harvests | (801,436 | ) | - | - | ||||||||
| Dividend issued from Golden Harvests, LLC to minority owner | (530,000 | ) | - | - | ||||||||
| Cash advances and loans made to other parties | (7,898,136 | ) | (1,018,596 | ) | (1,430,526 | ) | ||||||
| Repayment of notes receivable principal and interest | 484,160 | |||||||||||
| Equity investment in ABCO Garden State LLC | (1,980,000 | ) | - | - | ||||||||
| Repayment of bridge note | 266,417 | - | - | |||||||||
| Net cash used in investing activities | (12,198,009 | ) | (1,145,286 | ) | (2,887,308 | ) | ||||||
| Financing activities | ||||||||||||
| Proceeds from convertible debentures | - | - | 8,000,000 | |||||||||
| Proceeds from exercise of warrants | 4,657,460 | - | - | |||||||||
| Proceeds from exercise of stock options | 359,958 | - | - | |||||||||
| Proceeds from sales of membership units | 787,500 | - | - | |||||||||
| Payment of debt and equity issuance costs | (126,914 | ) | - | - | ||||||||
| Repayment of long-term debt | (1,230,093 | ) | (568,166 | ) | (1,631,830 | ) | ||||||
| Repayment of convertible debentures | (521,953 | ) | (126,978 | ) | (261,006 | ) | ||||||
| Payments of lease principal | (974,749 | ) | (444,347 | ) | (1,673,344 | ) | ||||||
| Net cash provided by (used in) financing activities | 2,951,209 | (1,139,491 | ) | 4,433,820 | ||||||||
| Change in cash and cash equivalents | (2,122,358 | ) | (2,053,668 | ) | 7,275,863 | |||||||
| Cash and cash equivalents, beginning | 6,804,579 | 8,858,247 | 1,582,384 | |||||||||
| Cash and cash equivalents, ending | 4,682,221 | 6,804,579 | 8,858,247 | |||||||||
5
| Adjusted EBITDA Reconciliation | Year ended December 31 2024 |
Two months ended December 31 2023 |
Year ended October 31 2023 |
|||||||||
| ($) | ($) | ($) | ||||||||||
| Net income (loss), as reported | (10,696,794 | ) | 672,427 | (662,320 | ) | |||||||
| Add back realized fair value amounts included in inventory sold | 3,358,862 | 460,647 | 2,573,151 | |||||||||
| Deduct unrealized fair value gain on growth of biological assets | (2,816,943 | ) | (686,867 | ) | (3,355,797 | ) | ||||||
| Add back amortization of property and equipment included in cost of sales | 1,980,598 | 209,985 | 1,757,672 | |||||||||
| (8,174,277 | ) | 656,192 | 312,706 | |||||||||
| Add back interest and interest accretion expense, as reported | 2,421,717 | 285,657 | 1,397,348 | |||||||||
| Add back amortization of property and equipment, as reported | 939,727 | 186,415 | 578,641 | |||||||||
| Add back share-based compensation | 1,306,607 | 104,359 | 346,113 | |||||||||
| Deduct unrealized gain/add back unrealized loss on derivative liability, as reported | 12,768,905 | (336,981 | ) | 4,563,498 | ||||||||
| Deduct gain / add back loss on disposal of property plant and equipment | (50,057 | ) | 87,699 | - | ||||||||
| Deduct unrealized gain on warrants asset, as reported | (3,094,413 | ) | (400,016 | ) | (129,113 | ) | ||||||
| Deduct gain on extinguishment on note receivable | (156,165 | ) | ||||||||||
| Add back income tax expense, as reported | 1,695,825 | 383,539 | 370,932 | |||||||||
| EBITDA | 7,657,869 | 966,864 | 7,440,125 | |||||||||
| Compliance costs1 | - | - | 83,747 | |||||||||
| One time compensation payments | 264,336 | - | - | |||||||||
| Additional compliance costs associated with year end change | 79,091 | - | - | |||||||||
| Costs associated with acquisition of Golden Harvests 2 | 603,000 | 20,000 | 110,000 | |||||||||
| New production location startup costs 3 | 887,897 | - | - | |||||||||
| Non recurring legal and transaction costs | 187,342 | - | - | |||||||||
| Adjusted EBITDA | 9,679,535 | 986,864 | 7,633,872 | |||||||||
| 1 | Costs for professional services pertaining to prior periods as a result of efforts to bring the Company’s disclosures current with the Securities & Exchange Commission. The Company’s required disclosures were brought current, and over-the-counter trading resumed in the United States. | |
| 2 | Costs associated with the Company’s acquisition of the Michigan assets. | |
| 3 | During the year ended December 31, 2024, we incurred 887,897 in pre-opening labor costs associated with the investment in New Jersey. |
6
Segmented Adjusted EBITDA
| Oregon | Michigan | Services | Corporate | Consolidated | ||||||||||||||||
| Revenue | 12,093,606 | 12,936,028 | 1,258,131 | 729,500 | 27,017,265 | |||||||||||||||
| Costs of revenue | (7,125,199 | ) | (5,701,841 | ) | (206,670 | ) | - | (13,033,710 | ) | |||||||||||
| Gross profit | 4,968,407 | 7,234,187 | 1,005,261 | 729,500 | 13,983,555 | |||||||||||||||
| Net fair value (“FV”) adjustments | 210,468 | (752,387 | ) | - | - | (541,919 | ) | |||||||||||||
| Gross profit | 5,178,875 | 6,481,800 | 1,005,261 | 729,500 | 13,441,636 | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| General and administration | 2,603,427 | 2,762,657 | - | 4,709,276 | 10,075,360 | |||||||||||||||
| Depreciation and amortization | 115,851 | 641,120 | - | 182,756 | 939,727 | |||||||||||||||
| Share based compensation | - | - | - | 1,306,607 | 1,306,607 | |||||||||||||||
| Other income and expense: | ||||||||||||||||||||
| Interest and accretion | (241,572 | ) | (73,361 | ) | - | (2,106,784 | ) | (2,421,717 | ) | |||||||||||
| Loss on disposal or property and equipment | 5,280 | 44,777 | - | - | 50,057 | |||||||||||||||
| Gain on extinguishment on note receivable | - | - | - | 156,165 | 156,165 | |||||||||||||||
| Unrealized (loss) gain on derivative liability | - | - | - | (12,768,905 | ) | (12,768,905 | ) | |||||||||||||
| Unrealized (loss) gain on warrants asset | - | - | - | 3,094,413 | 3,094,413 | |||||||||||||||
| Other income and expense | 2,878 | 238,848 | 800,000 | 896,987 | 1,938,713 | |||||||||||||||
| Net income (loss) before tax | 2,226,183 | 3,288,287 | 1,851,461 | (16,366,900 | ) | (9,000,969 | ) | |||||||||||||
| Tax | - | - | - | 1,695,825 | 1,695,825 | |||||||||||||||
| Net income (loss) after tax | 2,226,183 | 3,288,287 | 1,851,461 | (18,062,725 | ) | (10,696,794 | ) | |||||||||||||
| Net FV adjustments | (210,468 | ) | 752,387 | - | - | 541,919 | ||||||||||||||
| Amortization of property and equipment included in cost of sales | 1,254,370 | 726,228 | - | - | 1,980,598 | |||||||||||||||
| Amortization of property and equipment | 115,851 | 641,120 | - | 182,756 | 939,727 | |||||||||||||||
| Share-based compensation | - | - | - | 1,306,607 | 1,306,607 | |||||||||||||||
| Gain on extinguishment on note receivable | - | - | - | (156,165 | ) | (156,165 | ) | |||||||||||||
| Unrealized derivative liability | - | - | - | 12,768,905 | 12,768,905 | |||||||||||||||
| Loss on disposal of property plant and equipment | (5,280 | ) | (44,777 | ) | - | - | (50,057 | ) | ||||||||||||
| Unrealized warrants asset | - | - | - | (3,094,413 | ) | (3,094,413 | ) | |||||||||||||
| Interest and accretion | 241,572 | 73,361 | - | 2,106,784 | 2,421,717 | |||||||||||||||
| Income tax | - | - | - | 1,695,825 | 1,695,825 | |||||||||||||||
| EBITDA before one-time adjustments | 3,622,228 | 5,436,606 | 1,851,461 | (3,252,426 | ) | 7,657,869 | ||||||||||||||
| Add back to EBITDA: | ||||||||||||||||||||
| One time compensation payments | - | - | - | 264,336 | 264,336 | |||||||||||||||
| Additional compliance costs | - | - | - | 79,091 | 79,091 | |||||||||||||||
| Eliminated management fees | - | - | - | - | 46,200 | |||||||||||||||
| Costs associated with acquisition of Golden Harvests | - | 323,000 | - | 280,000 | 603,000 | |||||||||||||||
| New production location startup costs | - | - | - | 887,897 | 887,897 | |||||||||||||||
| Non recurring legal and transaction costs | - | - | - | 187,342 | 187,342 | |||||||||||||||
| Adjusted EBITDA | 3,622,228 | 5,759,606 | 1,851,461 | (1,553,760 | ) | 9,679,535 | ||||||||||||||
7
NOTES:
| 1. | 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 derecognition 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. |
NON-IFRS FINANCIAL MEASURES
EBITDA and aEBITDA 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 closed and pending mergers and acquisitions in 2021 are included in the Company’s financial results as of the beginning of the quarterly and annual periods in 2021. 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.
About Grown Rogue
Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, New Jersey and 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 www.grownrogue.com.
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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 www.sedarplus.ca. 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.
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For further information on Grown Rogue, please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
obie@grownrogue.com
Jakob Iotte
Vice President of Investor Relations
jakeiotte@grownrogue.com
(458) 226-2662
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