Grown Rogue Reports First Quarter 2025 Results

CNW Group

Tue, May 13, 2025, 2:00 PM 20 min read

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 ∆
Oregon
Total Revenue	$ 2.87	$ 3.05	-6 %
Adjusted EBITDA¹	$ 0.98	$ 1.17	-16 %
% Adjusted EBITDA Margin	34.1 %	38.2 %	-410 bps
Michigan
Total 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 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.

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: https://app.webinar.net/g5d4xqP8kNM.

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 www.grownrogue.com.

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	79,627
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 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.

SOURCE Grown Rogue International Inc.