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BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
BASIS OF PRESENTATION

 

2. BASIS OF PRESENTATION

 

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods have been made. All such adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full fiscal year.

 

During 2025, the Company determined that more than 50% of its outstanding common shares were held by U.S. stockholders and, as a result, no longer met the definition of a foreign private issuer under U.S. securities laws. Accordingly, commencing with the year ended December 31, 2025, the Company is required to present its financial statements in accordance with U.S. GAAP rather than IFRS® Accounting Standards as issued by the International Accounting Standards Board.

 

The Company has prepared audited consolidated financial statements in accordance with U.S. GAAP for the year ended December 31, 2025. These condensed consolidated financial statements and the accompanying note disclosures have been prepared on a basis consistent with the Company’s audited consolidated financial statements and reflect only those adjustments necessary, in the opinion of management, for fair presentation of the results for the interim periods.

 

2.1 Functional and presentation currency

 

The Company’s reporting currency is the United States Dollar (“USD”). Effective January 1, 2026, the Company changed its functional currency from the Canadian Dollar (“CAD”) to the USD based on management’s determination that the USD had become the Company’s primary economic environment due to changes in underlying transactions, events, and operating conditions. All subsidiaries have a functional currency of USD.

 

The change in functional currency was applied prospectively from January 1, 2026 in accordance with ASC 830, Foreign Currency Matters. Translated amounts of non-monetary assets and liabilities at December 31, 2025 became the historical accounting basis for those assets and liabilities at January 1, 2026. The cumulative translation adjustment recognized in accumulated other comprehensive loss prior to the change has not been reversed and continues to be reported in equity.

 

For the comparative period (six months ended June 30, 2025), when the Company’s functional currency was CAD, assets and liabilities were translated to USD at exchange rates prevailing at the end of the reporting period, and income and expense items were translated at the average exchange rates for the period. Exchange differences arising from translation were recognized in other comprehensive income (loss) and reported as currency translation reserve in shareholders’ equity.

 

2.2 Use of estimates

 

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenue, and expenses as well as the related disclosures. The Company must often make estimates about effects of matters that are inherently uncertain and will likely change in subsequent periods. Actual results could differ materially from those estimates.

 

Areas requiring a significant degree of estimation and judgment relate to the assessment of transactions as business combinations or asset acquisitions, estimates used in valuation and costing of inventory, impairment of long-lived assets and indefinite lived intangible assets, fair value measurements, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, fair value of derivative assets and liabilities, and consolidation of entities in which the Company holds less than a majority of voting rights.

 

2.3 Basis of consolidation

 

These financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements from the date of acquisition. All intercompany balances and transactions are eliminated upon consolidation.

 

 

A summary of the Company’s subsidiaries included in these financial statements as at June 30, 2026 is as follows:

 

                   
Entity   Defined term   Location   Purpose   Percentage
held
 
Grown Rogue Unlimited, LLC   GR Unlimited   Oregon   U.S. Holding Company     100 %
Grown Rogue Gardens, LLC   GR Gardens   Oregon   Operating Entity (Cultivation)     100 %
GRU Properties, LLC   GRU Properties   Oregon   Property Management     100 %
GRIP, LLC   GRIP   Oregon   Marketing/Branding     100 %
Grown Rogue Distribution, LLC   GR Distribution   Oregon   Operating Entity (Distribution)     100 %
Rogue EBC, LLC   Rogue EBC   Illinois   Operating Entity (Cultivation)     79 %*
Canopy Management, LLC   Canopy   Michigan   Holding Company     100 %**
Golden Harvests LLC   Golden Harvests   Michigan   Operating Entity (Cultivation)     80 %
Grown Rogue Retail Ventures, LLC   GR Retail   Delaware   Holding Company     100 %
Grown Rogue West New York, LLC   West NY   New Jersey   Holding Company (Retail)     44 %***
ABCO Garden State, LLC   “ABCO”   New Jersey   Operating Entity (Cultivation)     70 %
Grown Rogue Management Associates, LLC   “GRMA”   Illinois   Operating Entity (Cultivation)     80 %****

 

 
* The Company does not have the unilateral ability to direct the activities of Rogue EBC. Accordingly, the investment is accounted for as a joint venture under ASC 323, Investments – Equity Method and Joint Ventures, using the equity method (Note 7). During the year ended December 31, 2025, Rogue EBC consolidated Cannequality, LLC (“Cannequality”), a wholly owned subsidiary that held the cannabis license used in Rogue EBC’s joint arrangement operations. Following regulatory approval, the license was transferred to Rogue EBC on January 8, 2025, and Cannequality was subsequently dissolved on May 9, 2025.
** Canopy was dissolved in the second quarter of 2025 after regulatory milestones were achieved resulting in GR Unlimited directly holding an 80% ownership interest in Golden Harvests.
*** The Company has the unilateral ability to direct the activities of West NY and therefore the Company consolidates West NY in accordance with ASC 810, Consolidation.
**** During the six months ended June 30, 2026, the Company sold 20% of its ownership in GRMA through the sale of 20 voting preferred units of GRMA (the “GRMA Units”) (Note 22).

 

All subsidiaries of the Company were incorporated in the United States of America and have USD as their functional currency.