EX-99.1 2 q32024-financialstatements.htm EX-99.1 Document

Exhibit 99.1
















CRESCO LABS INC.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2024 AND FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2024 AND 2023
(Expressed in United States Dollars)





CRESCO LABS INC.
INDEX TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Interim Consolidated Financial Statements:
Balance Sheets as of September 30, 2024 and December 31, 2023
Statements of Operations for the three and nine months ended September 30, 2024 and September 30, 2023
Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and September 30, 2023
Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2024 and September 30, 2023
Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023
Notes to the Unaudited Condensed Interim Consolidated Financial Statements:
Note 1. Nature of Operations
Note 2. Summary of Significant Accounting Policies
Note 3. Inventory
Note 4. Property and Equipment
Note 5. Intangible Assets and Goodwill
Note 6. Share Capital
Note 7. Share-Based Compensation
Note 8. Loss Per Share
Note 9. Acquisitions
Note 10. Long-term Notes and Loans Payable, Net
Note 11. Revenues and Loyalty Programs
Note 12. Related Party Transactions
Note 13. Commitments and Contingencies
Note 14. Financial Instruments and Financial Risk Management
Note 15. Variable Interest Entities
Note 16. Segment Information
Note 17. Interest Expense, Net
Note 18. Provision for Income Taxes and Deferred Income Taxes
Note 19. Subsequent Events
1


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Balance Sheets
As of September 30, 2024 and December 31, 2023
(In thousands of United States Dollars, except share amounts)
September 30, 2024December 31, 2023
ASSETS(audited)
Current assets:
Cash and cash equivalents$153,295 $103,429 
Restricted cash3,260 5,091 
Accounts receivable, net54,562 51,070 
Inventory, net92,238 107,789 
Loans receivable, short-term532 1,421 
Prepaid expenses6,387 6,417 
Other current assets1,644 2,870 
Total current assets311,918 278,087 
Non-current assets:
Property and equipment, net352,327 368,308 
Right-of-use assets112,814 117,882 
Intangible assets, net295,646 296,966 
Loans receivable, long-term1,693 826 
Investments651 730 
Goodwill283,634 279,697 
Deferred tax asset16,918 11,547 
Other non-current assets7,331 4,424 
Total non-current assets1,071,014 1,080,380 
TOTAL ASSETS$1,382,932 $1,358,467 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$19,155 $27,587 
Accrued liabilities60,481 69,079 
Short-term borrowings22,255 11,817 
Income taxes payable42,847 82,343 
Current portion of lease liabilities11,169 9,416 
Deferred and contingent consideration, short-term2,662 — 
Total current liabilities158,569 200,242 
Non-current liabilities:
Long-term notes and loans payable, net499,332 497,713 
Lease liabilities157,692 163,811 
Deferred tax liability40,887 40,457 
Deferred and contingent consideration, long-term7,689 6,577 
Other long-term liabilities153,396 21,600 
Total non-current liabilities858,996 730,158 
TOTAL LIABILITIES$1,017,565 $930,400 
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS’ EQUITY
Super Voting Shares, no par value; 500,000 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023
Subordinate Voting Shares, no par value; Unlimited shares authorized; 330,047,170 and 320,757,119 issued and outstanding at September 30, 2024 and December 31, 2023, respectively
Proportionate Voting Shares1, no par value; Unlimited shares authorized; 17,661,736 and 18,949,596 issued and outstanding at September 30, 2024 and December 31, 2023, respectively
Special Subordinate Voting Shares2, no par value; 1,589 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023
Share capital1,705,575 1,689,452 
Additional paid-in-capital99,222 82,927 
Accumulated other comprehensive loss(1,430)(1,151)
Accumulated deficit(1,346,483)(1,265,536)
Equity of Cresco Labs Inc.456,884 505,692 
Non-controlling interests(91,517)(77,625)
TOTAL SHAREHOLDERS’ EQUITY365,367 428,067 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,382,932 $1,358,467 
1Proportionate Voting Shares (“PVS”) presented on an “as-converted” basis to Subordinate Voting Shares (“SVS”) (1-to-200)
2Special Subordinate Voting Shares (“SSVS”) presented on an “as-converted” basis to SVS (1-to-0.00001)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars, except share and per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenues, net$179,783 $190,559 $548,434 $582,648 
Costs of goods sold86,345 96,919 268,006 316,428 
Gross profit93,438 93,640 280,428 266,220 
Operating expenses:
Selling, general and administrative64,775 71,905 190,222 230,149 
Impairment loss 2,320 129,491 2,320 150,993 
Total operating expenses67,095 201,396 192,542 381,142 
Income (loss) from operations26,343 (107,756)87,886 (114,922)
Other income (expense), net:
Interest expense, net(15,016)(11,764)(42,900)(46,488)
Other (expense) income, net(5)329 (58,657)1,690 
Total other expense, net(15,021)(11,435)(101,557)(44,798)
Income (loss) before income taxes11,322 (119,191)(13,671)(159,720)
Income tax (expense) benefit(19,016)5,746 (47,257)(25,000)
Net loss$(7,694)$(113,445)$(60,928)$(184,720)
Net income (loss) attributable to non-controlling interests, net of tax2,847 2,127 9,138 (6,563)
Net loss attributable to Cresco Labs Inc.$(10,541)$(115,572)$(70,066)$(178,157)
Net loss per share - attributable to Cresco Labs Inc. shareholders:
Basic and diluted loss per share$(0.03)$(0.34)$(0.20)$(0.56)
Basic and diluted weighted-average shares outstanding347,360,904 337,466,885 344,652,104 318,718,524 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss
For the Three and Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss$(7,694)$(113,445)$(60,928)$(184,720)
Foreign currency translation differences, net of tax166 (206)(279)26
Total comprehensive loss for the period(7,528)(113,651)(61,207)(184,694)
Comprehensive income (loss) attributable to non-controlling interests, net of tax2,847 2,127 9,138 (6,563)
Total comprehensive loss attributable to Cresco Labs Inc.$(10,375)$(115,778)$(70,345)$(178,131)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


4


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars)
Share capitalAdditional paid-in capitalAccumulated other comprehensive (loss) income, net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of January 1, 2024$1,689,452 $82,927 $(1,151)$(1,265,536)$(77,625)$428,067 
Exercise of stock options3(1)
Share-based compensation4,419514,470 
Payable pursuant to tax receivable agreements3
Equity issuances(200)(200)
Tax distributions to non-controlling interest holders(154)(8,766)(8,920)
Excess cash distributions to non-controlling interest holders(1,082)(1,082)
Cresco LLC shares redeemed1,888(2,889)1,001— 
Foreign currency translation(313)(313)
Net (loss) income(5,193)3,138(2,055)
Ending Balance as of March 31, 2024$1,695,565 $82,823 $(1,464)$(1,273,618)$(83,334)$419,972 
Exercise of stock options11 (5)— — — 
Share-based compensation559 2,762 — — — 3,321 
Employee taxes withheld on certain share-based payment arrangements— (586)— — — (586)
Payable pursuant to tax receivable agreements(365)— — — — (365)
Equity issuances related to acquisitions3,001 — — — — 3,001 
Tax distributions to non-controlling interest holders— 15,939 — — (13,252)2,687 
Excess cash distributions to non-controlling interest holders— — — — (2,217)(2,217)
Cresco LLC shares redeemed5,504 — — (7,992)2,488 — 
Foreign currency translation— — (132)— — (132)
Net (loss) income— — — (54,332)3,153 (51,179)
Ending Balance as of June 30, 2024$1,704,275 $100,933 $(1,596)$(1,335,942)$(93,162)$374,508 
Share-based compensation1,300 1,257 — — — 2,557 
Employee taxes withheld on certain share-based payment arrangements— (136)— — — (136)
Tax distributions to non-controlling interest holders— (2,832)— — (59)(2,891)
Excess cash distributions to non-controlling interest holders— — — — (1,143)(1,143)
Foreign currency translation— — 166 — — 166 
Net (loss) income— — — (10,541)2,847 (7,694)
Ending Balance as of September 30, 2024$1,705,575 $99,222 $(1,430)$(1,346,483)$(91,517)$365,367 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars)
Share capitalAdditional paid-in capitalAccumulated other comprehensive (loss) income, net of taxAccumulated deficitNon-controlling interestsTotal
Balance as of January 1, 2023$1,617,093 $87,537 $(1,393)$(1,076,198)$(39,356)$587,683 
Share-based compensation4,483 3,131 — — — 7,614 
Employee taxes withheld on certain share-based payment arrangements— (93)— — — (93)
Equity issued related to settlement of acquisition related contingent consideration9,723 — — — — 9,723 
Tax distributions to non-controlling interest holders— 3,017 — 787 (13,371)(9,567)
Excess cash distributions to non-controlling interest holders— — — — (180)(180)
Cresco LLC shares redeemed3,465 — — (4,089)624 — 
Foreign currency translation— — — — 
Net loss— — — (26,051)(1,761)(27,812)
Ending Balance as of March 31, 2023$1,634,764 $93,592 $(1,386)$(1,105,551)$(54,044)$567,375 
Share-based compensation2,407 (1,211)— — — 1,196 
Employee taxes withheld on certain share-based payment arrangements— (443)— — — (443)
Payable pursuant to tax receivable agreements60 — — — — 60 
Equity issued related to settlement of acquisition related contingent consideration37,515 — — — — 37,515 
Equity issuances and other adjustments— — 45 — 47 
Tax distributions to non-controlling interest holders— 2,986 — — (13,894)(10,908)
Excess cash distributions to non-controlling interest holders— — — — (4,624)(4,624)
Cresco LLC shares redeemed8,833 — — (11,933)3,100 — 
Foreign currency translation— — 225 — — 225 
Net loss— (36,534)(6,929)(43,463)
Ending Balance as June 30, 2023$1,683,581 $94,924 $(1,161)$(1,153,973)$(76,391)$546,980 
Share-based compensation1,4762,4613,937 
Employee taxes withheld on certain share-based payment arrangements— (77)— — — (77)
Income tax reserve— — — 363 363 
Payable pursuant to tax receivable agreements(34)(34)
Equity issuances and other adjustments— — — (45)— (45)
Tax distributions to non-controlling interest holders— (4,824)— — (6,164)(10,988)
Excess cash distributions to non-controlling interest holders— — — — (623)(623)
Cresco LLC shares redeemed894 — — (1,520)626 — 
Foreign currency translation— — (206)— — (206)
Net (loss) income— — — (115,572)2,127 (113,445)
Ending Balance as of September 30, 2023$1,685,917 $92,484 $(1,367)$(1,270,747)$(80,425)$425,862 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.    
6


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars)
Nine Months Ended September 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(60,928)$(184,720)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 45,192 42,260 
Amortization of operating lease assets5,165 5,087 
Bad debt expense and provision expense for expected credit loss547 7,909 
Share-based compensation expense10,459 13,339 
Loss on investments78 422 
(Gain) loss on changes in fair value of deferred consideration(598)1,204 
Tax receivable agreement expense60,667 — 
Loss on inventory write-offs and provision1,891 5,312 
Change in deferred taxes3,452 (25,537)
Accretion of discount and deferred financing costs on debt arrangements3,654 3,256 
Foreign currency (gain) loss(230)67 
Loss on disposals of property and equipment737 (163)
Impairment loss2,320 150,993 
Gain on lease termination— (1,136)
Proceeds of contingent consideration in excess of costs over estimated earnings598 — 
Loss on other adjustments to net income24 321 
Changes in operating assets and liabilities:
Accounts receivable(3,883)(8,827)
Inventory9,135 15,013 
Prepaid expenses and other assets190 2,550 
Accounts payable and accrued liabilities3,554 39,302 
Operating lease liabilities(5,792)(20,900)
Income taxes payable26,762 16,114 
NET CASH PROVIDED BY OPERATING ACTIVITIES102,994 61,866 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(16,288)(50,567)
Purchase of intangibles(3,711)(2,134)
Proceeds from tenant improvement allowances616 1,447 
Payment of acquisition consideration, net of cash acquired (3,230)— 
Proceeds from disposals of property and equipment397 5,060 
Payments of loans and advances— (1,000)
NET CASH USED IN INVESTING ACTIVITIES(22,216)(47,194)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options— 
Proceeds from the issuance of long-term debt— 20,175 
Payment of debt issuance costs— (1,947)
Proceeds (payment) of acquisition-related contingent consideration705 (1,787)
Payment for equity transfer(200)— 
Tax distributions to non-controlling interest redeemable unit holders and other members(22,077)(30,963)
Excess cash distributions to non-controlling interest redeemable unit holders and other members(4,442)(5,427)
Principal payment of property, plant, and equipment vendor financing(664)(486)
Principal payments on finance lease obligations(2,775)(2,690)
NET CASH USED IN FINANCING ACTIVITIES(29,444)(23,125)
Effect of exchange rate changes on cash and cash equivalents(48)(41)
Net increase (decrease) in cash and cash equivalents51,286 (8,494)
Cash and cash equivalents and restricted cash, beginning of period108,520 121,510 
Cash and cash equivalents, end of period153,295 107,133 
Restricted cash, end of period3,260 5,883 
Restricted cash included in other non-current assets, end of period3,251 — 
Cash and cash equivalents and restricted cash, end of period$159,806 $113,016 
7


Cresco Labs Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2024 and 2023
(In thousands of United States Dollars)
Nine Months Ended September 30,
20242023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Income tax, net$17,044 $34,424 
Interest31,559 30,679 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Issuance of shares under business combinations and acquisitions$3,001 $— 
Non-cash consideration for business combination— 47,238 
Non-controlling interests redeemed for equity3,489 4,351 
Increase to net lease liability— 1,472 
Receivable due from seller of previous acquisition— 705 
Liability incurred to purchase property, equipment and intangibles1,189 879 
Liability of property, plant and equipment purchased through vendor financing784 963 
Purchase of property, plant and equipment through inventory— 48 
Unpaid declared distributions to non-controlling interest redeemable unit holders2,891 8,889 
Receivable related to financing lease transactions612 612 
Liability incurred in accordance with tax receivable agreement84,457 14,672 
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
8



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023


NOTE 1. NATURE OF OPERATIONS
Cresco Labs Inc. (“Cresco Labs” or the “Company”), formerly known as Randsburg International Gold Corp. was incorporated in the Province of British Columbia under the Company Act on July 6, 1990. The Company is one of the largest vertically-integrated multi-state cannabis operators in the United States licensed to cultivate, manufacture and sell retail and medical cannabis products primarily through Sunnyside*®, Cresco Labs’ national dispensary brand and third-party retail stores. Employing a consumer-packaged goods approach to cannabis, Cresco Labs’ house of brands is designed to meet the needs of all consumer segments and includes some of the most recognized and trusted national brands including Cresco®, High Supply®, Mindy’sTM, Good News®, RemediTM, Wonder Wellness Co.® and FloraCal® Farms. As of September 30, 2024, the Company operates in Illinois, Pennsylvania, Ohio, California, New York, Massachusetts, Michigan and Florida pursuant to applicable state and local laws and regulations. These include the Illinois Compassionate Use of Medical Cannabis Program Act and the Illinois Cannabis Regulation and Tax Act; the Pennsylvania Medical Marijuana Act; Chapters 3796 and 3780 of the Ohio Revised Code; the California Medicinal and Adult-Use Cannabis Regulation and Safety Act; the New York Marihuana Regulation and Taxation Act; Massachusetts General Laws Chapters 94G and 94I; the Michigan Medical Marihuana Act, the Michigan Medical Marihuana Facilities Licensing Act, the Michigan Regulation and Taxation of Marihuana Act, and the Michigan Marihuana Tracking Act; and Article X section 29 of the Florida Constitution and section 381.986, Florida Statues, respectively.

The Company trades on the Canadian Securities Exchange under the ticker symbol “CL,” on the Over-the-Counter Market under the ticker symbol “CRLBF” and on the Frankfurt Stock Exchange under the symbol “6CQ.”
The Company’s new corporate office is located at 600 W. Fulton Street, Suite 800, Chicago, IL 60661. The registered office is located at Suite 2500, 666 Burrard Street, Vancouver, BC V6C 2X8.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Preparation
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to Accounting Standards Codification 270 Interim Reporting. The financial data presented herein should be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2023 and 2022 as filed on SEDAR+ and EDGAR. The Consolidated Balance Sheet for the year ended December 31, 2023 was derived from audited financial statements filed on SEDAR+ on March 15, 2024 and EDGAR on March 18, 2024. In the opinion of management, the unaudited financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of results that may be expected for any other reporting period. These unaudited condensed interim consolidated financial statements include estimates and assumptions of management that affect the amounts reported. Actual results could differ from these estimates. Certain immaterial prior period amounts were reclassified to conform to the current presentation.
(b)Basis of Measurement
The accompanying unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain loans receivable, investments, and contingent considerations, which are recorded at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets acquired and the contractual obligation for liabilities incurred.
9



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(c)Functional and Presentation Currency
The Company’s functional currency and that of the majority of its subsidiaries is the United States (“U.S.”) dollar. The Company’s reporting currency is the U.S. dollar (“USD”). Foreign currency denominated assets and liabilities are remeasured into the functional currency using period-end exchange rates. Gains and losses from foreign currency transactions are included in Other income, net in the Unaudited Condensed Interim Consolidated Statements of Operations.
Assets and liabilities of foreign operations having a functional currency other than USD (e.g., Canadian dollar) are translated at the rate of exchange prevailing at the reporting date; revenues and expenses are translated at the monthly average rate of exchange during the period. Gains or losses on translation of foreign subsidiaries and net investments in foreign operations are included in Foreign currency translation differences, net of tax in the Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss and Accumulated other comprehensive loss on the Consolidated Balance Sheets.
(d)Basis of Consolidation
The unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries with intercompany balances and transactions eliminated upon consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable involvement with the investee; and has the ability to use its power to affect its returns. The following are Cresco Labs’ wholly-owned or controlled entities as of September 30, 2024:
EntityLocationPurposePercentage
Held
Cresco Labs Inc.British Columbia, CanadaParent Company
Cali-Antifragile Corp.CaliforniaHolding Company100%
River Distributing Co., LLCCaliforniaHolding Company100%
Sonoma's Finest fka FloraCalCaliforniaCultivation100%
Cub City, LLCCaliforniaCultivation100%
CRHC Holdings Corp.Ontario, CanadaHolding Company100%
Cannroy Delaware Inc.DelawareHolding Company100%
Laurel Harvest Labs, LLCPennsylvaniaCultivation and Dispensary Facility100%
JDRC Mount Joy, LLCIllinoisHolding Company100%
JDRC Scranton, LLCIllinoisHolding Company100%
Bluma Wellness Inc.British Columbia, CanadaHolding Company100%
Cannabis Cures Investments, LLCFloridaHolding Company100%
3 Boys Farm, LLCFloridaCultivation, Production and Dispensary Facility100%
Farm to Fresh Holdings, LLCFloridaHolding Company100%
Cresco U.S. Corp.IllinoisHolding Company100%
Keystone Integrated Care, LLC PennsylvaniaDispensary100%
Cresco Labs Michigan Management, LLCMichiganHolding Company100%
MedMar Inc.IllinoisHolding Company100%
MedMar Lakeview, LLCIllinoisDispensary88%
MedMar Rockford, LLCIllinoisDispensary75%
Gloucester Street Capital, LLCNew YorkHolding Company100%
Valley Agriceuticals, LLCNew YorkCultivation, Production and Dispensary Facility100%
Valley Agriceuticals Real Estate New YorkHolding Company100%
JDRC Ellenville, LLCIllinoisHolding Company100%
CMA Holdings, LLCIllinoisHolding Company100%
BL Real Estate, LLCMassachusettsHolding Company100%
BL Pierce, LLCMassachusettsHolding Company100%
BL Uxbridge, LLCMassachusettsHolding Company100%
BL Main, LLCMassachusettsHolding Company100%
BL Burncoat, LLCMassachusettsHolding Company100%
BL Framingham, LLCMassachusettsHolding Company100%
BL Worcester, LLCMassachusettsHolding Company100%
10



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

EntityLocationPurposePercentage
Held
Cultivate Licensing LLCMassachusettsHolding Company100%
Cultivate Worcester, Inc.MassachusettsDispensary100%
Cultivate Leicester, Inc.MassachusettsCultivation, Production and Dispensary Facility100%
Cultivate Framingham, Inc.MassachusettsDispensary100%
Cultivate Cultivation, LLCMassachusettsCultivation and Production Entity100%
CLVA, LLCVirginiaLicensing100%
High Road Holdings LLCDelawareHolding Company100%
SPS Management, LLCDelawareHolding Company100%
GoodNews Holdings, LLCIllinoisLicensing Company100%
Wonder Holdings, LLCIllinoisLicensing Company100%
JDRC Seed, LLCIllinoisEducational Company100%
CP Pennsylvania Holdings, LLCIllinoisHolding Company100%
Bay, LLCPennsylvaniaDispensary100%
Bay Asset Management, LLCPennsylvaniaHolding Company100%
Ridgeback, LLCColoradoHolding Company100%
Encanto Green Cross Dispensary, LLCArizonaHolding Company100%
Cresco Labs Texas, LLCTexasHolding Company100%
Cresco Labs, LLCIllinoisOperating Entity63%
Cresco Labs Ohio, LLCOhioCultivation, Production and Dispensary Facility99%
Cresco Labs Notes Issuer, LLCIllinoisHolding Company
Wellbeings, LLCDelawareCBD Wellness Product Development100%
Cresco Labs SLO, LLCCaliforniaHolding Company100%
SLO Cultivation Inc.CaliforniaHolding Company80%
Cresco Labs Joliet, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Kankakee, LLCIllinoisCultivation and Production Facility100%
Cresco Labs Logan, LLCIllinoisCultivation and Production Facility100%
Cresco Labs PA, LLCIllinoisHolding Company100%
Cresco Yeltrah, LLCPennsylvaniaCultivation, Production and Dispensary Facility100%
Strip District Education CenterPennsylvaniaHolding Company100%
AFS Maryland, LLCMarylandHolding Company100%
JDC Newark, LLCOhioHolding Company100%
Verdant Creations Newark, LLCOhioDispensary100%
Strategic Property Concepts, LLCOhioHolding Company100%
JDC Marion, LLCOhioHolding Company100%
Verdant Creations Marion, LLCOhioDispensary100%
Strategic Property Concepts 4, LLCOhioHolding Company100%
JDC Chillicothe, LLCOhioHolding Company100%
Verdant Creations Chillicothe, LLCOhioDispensary100%
Strategic Property Concepts 5, LLCOhioHolding Company100%
JDC Columbus, LLCOhioHolding Company100%
Care Med Associates, LLCOhioDispensary100%
Arizona Facilities Supply, LLCArizonaHolding Company100%
Cresco Labs TINAD, LLCIllinoisHolding Company100%
TINAD, LLCIllinoisHolding Company100%
PDI Medical III, LLCIllinoisDispensary100%
Cresco Labs Phoenix Farms, LLCIllinoisHolding Company100%
Phoenix Farms Partners, LLCIllinoisHolding Company100%
Phoenix Farms of Illinois Asset Management, LLCIllinoisHolding Company100%
Phoenix Farms of Illinois, LLCIllinoisDispensary100%
JDC Elmwood, LLCIllinoisHolding Company100%
FloraMedex, LLCIllinoisDispensary100%
Cresco Edibles, LLCIllinoisHolding Company100%
TSC Cresco, LLCIllinoisLicensing75%
Cresco HHH, LLCMassachusettsCultivation, Production and Dispensary Facility100%
Cresco Labs Nevada, LLCNevadaHolding Company100%
11



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

EntityLocationPurposePercentage
Held
Cresco Labs Missouri Management, LLCMissouriHolding Company100%
JDRC Acquisitions, LLCIllinoisHolding Company100%
JDRC 7841 Grand LLCIllinoisHolding Company100%
JDRC Lincoln, LLCIllinoisHolding Company100%
JDRC Danville, LLCIllinoisHolding Company100%
JDRC Kankakee, LLCIllinoisHolding Company100%
JDRC Brookville, LLCIllinoisHolding Company100%
Cresco Labs Michigan, LLC1
MichiganCultivation and Production Facility85%
1Legally, Cresco Labs Michigan, LLC is 85% owned by related parties within management of the Company.

Cresco U.S. Corp., which is wholly owned by the Company, is the sole manager of Cresco Labs, LLC; Cresco Labs, LLC is the sole owner and manager of Cresco Labs Notes Issuer, LLC. Therefore, the Company controls Cresco Labs Notes Issuer, LLC and has consolidated its results into the unaudited condensed interim consolidated financial statements.
Non-controlling interests (“NCI”) represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the Company. They are shown as a component of total equity in the Consolidated Balance Sheets, and the share of income attributable to NCI is shown as Net income attributable to non-controlling interests, net of tax in the Unaudited Condensed Interim Consolidated Statements of Operations and in the Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss. Changes in the parent company’s ownership that do not result in a loss of control are accounted for as equity transactions.
(e)Newly Adopted Accounting Pronouncements

The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2024.
(f)Reclassifications

The Company is presenting separately Additional paid-in-capital balances previously included in Share Capital on the Consolidated Balance Sheets and Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity. The reclassifications had no effect on total shareholders' equity.
NOTE 3.     INVENTORY
Inventory as of September 30, 2024 and December 31, 2023, consisted of the following:

($ in thousands)September 30, 2024December 31, 2023
Raw materials$12,090 $12,067 
Raw materials - non-cannabis14,678 17,937 
Work-in-process33,612 52,120 
Finished goods30,128 24,138 
Finished goods - non-cannabis1,730 1,527 
Inventory, net$92,238 $107,789 

During the three months ended September 30, 2024 and 2023, the net impact to the inventory reserve was a decrease of $0.5 million and an increase of $2.7 million, respectively. During the nine months ended September 30, 2024 and 2023, the net impact to inventory reserve was an increase of $1.9 million and $5.3 million, respectively. The expense related to the change in inventory reserve is included in Cost of goods sold presented in the Unaudited Condensed Interim Consolidated Statements of Operations.

12



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 4.     PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

($ in thousands)September 30, 2024December 31, 2023
Land and Buildings$209,009 $207,194 
Machinery and Equipment43,399 41,928 
Furniture and Fixtures43,026 37,912 
Leasehold Improvements183,228 173,614 
Website, Computer Equipment and Software11,567 11,124 
Vehicles2,784 2,892 
Construction In Progress11,279 14,483 
Total property and equipment, gross504,292 489,147 
Less: Accumulated depreciation(151,965)(120,839)
Property and equipment, net$352,327 $368,308 

As of September 30, 2024 and December 31, 2023, costs related to unfinished construction at the Company’s facilities and dispensaries were capitalized in construction in progress and not depreciated. Depreciation will commence when construction is completed and the facilities and dispensaries are available for their intended use. Land costs at each balance sheet date are included in Land and Buildings.

The following table reflects depreciation expense related to property and equipment for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Depreciation expense included in cost of goods sold and ending inventory$7,540 $7,356 $21,816 $25,718 
Depreciation expense included in selling, general and administrative expense4,003 4,333 11,731 9,961 
Total depreciation expense$11,543 $11,689 $33,547 $35,679 

As of September 30, 2024 and December 31, 2023, ending inventory includes $8.9 million and $12.8 million of capitalized depreciation, respectively. For the three months ended September 30, 2024 and 2023, $8.1 million and $8.4 million, respectively, of depreciation was recorded to Cost of goods sold, which includes $6.1 million and $4.9 million, respectively, for the same periods, related to depreciation capitalized to inventory in prior years.

For the nine months ended September 30, 2024 and 2023, $25.8 million and $24.5 million, respectively, of depreciation was recorded to Cost of goods sold, which includes $12.7 million and $9.8 million, respectively, related to depreciation capitalized to inventory in prior years.

During the nine months ended September 30, 2024, the Company sold $0.3 million of property and equipment and recorded a $0.1 million net gain on the sale. The gain is recorded in Other income, net in the Unaudited Condensed Interim Consolidated Statements of Operations.

During the second quarter of 2023, the Company recorded a $0.9 million net gain on the sale of a cultivation and
manufacturing facility in Florida. The gain is recorded in Other income, net on the Unaudited Condensed Interim Consolidated Statements of Operations.
13



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023


NOTE 5.     INTANGIBLE ASSETS AND GOODWILL
(a)Intangible Assets

Intangible assets consisted of the following as of September 30, 2024 and December 31, 2023:

September 30, 2024
($ in thousands)Gross Carrying AmountAccumulated AmortizationNet
Definite-Lived Intangible Assets
Customer Relationships$31,300 $(14,682)$16,618 
Trade Names2,100 (1,733)367 
Permit Application Costs21,008 (18,013)2,995 
Other Intangibles1
6,013 (5,998)15 
Indefinite-Lived Intangible Assets
Licenses275,651 — 275,651 
Total Intangible Assets$336,072 $(40,426)$295,646 
1Other Intangibles include non-compete agreements and related amortization.

As of September 30, 2024, the remaining weighted-average amortization period for customer relationships acquired is 0.6 years. See Note 9 “Acquisitions” for additional information.

December 31, 2023
($ in thousands)Gross Carrying AmountAccumulated AmortizationNet
Definite-Lived Intangible Assets
Customer Relationships$31,000 $(11,623)$19,377 
Trade Names2,100 (1,680)420 
Permit Application Costs17,351 (15,980)1,371 
Other Intangibles2
6,013 (5,886)127 
Indefinite-Lived Intangible Assets
Licenses275,671 — 275,671 
Total Intangible Assets$332,135 $(35,169)$296,966 
2Other Intangibles include non-compete agreements, non-solicitation agreements and related amortization.

The following table reflects the amortization expense related to definite-lived intangible assets for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Amortization expense included in cost of goods sold and ending inventory$873 $1,171 $2,360 $2,817 
Amortization expense included in selling, general and administrative expense1,753 1,022 2,811 2,826 
Total amortization expense$2,626 $2,193 $5,171 $5,643 

14



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

As of September 30, 2024 and December 31, 2023, ending inventory included $0.2 million and $1.0 million of capitalized amortization, respectively. For the three months ended September 30, 2024 and 2023, $1.1 million and $0.9 million of amortization expense was recorded to Cost of goods sold, which includes $0.5 million and $0.6 million, related to amortization capitalized to inventory in prior years. For the nine months ended September 30, 2024 and 2023, $2.7 million and $3.1 million of amortization expense was recorded to Cost of goods sold, which includes $1.0 million and $1.5 million, related to amortization capitalized to inventory in prior years.

The following table outlines the estimated amortization expense related to intangible assets for each of the next five years and thereafter:

($ in thousands)Estimated Amortization Expense
2024$1,904 
20255,868 
20264,270 
20273,281 
20282,963 
Thereafter1,709 
Total estimated amortization expense$19,995 

(b)Goodwill

The changes in carrying amount of goodwill are as follows for the year ended December 31, 2023 and the nine months ended September 30, 2024:

($ in thousands)Total
Balance at January 1, 2023$330,555 
Impairment loss(50,858)
Balance at December 31, 2023279,697 
Additions from acquisitions3,637 
Measurement period adjustments300 
Balance at September 30, 2024$283,634 

(c)Impairment

During the third quarter of 2024, management determined it is more likely than not that the California reporting unit’s carrying value exceeded its fair value due to updated forecasts and projections for the reporting unit. As a result, $2.3 million of impairment charges reducing the carrying value of licenses was recognized in the Unaudited Condensed Interim Consolidated Statements of Operations.

During the third quarter of 2023, management determined it is more likely than not that the California, Florida and New York reporting units' carrying value exceeded their fair value due to updated forecasts and projections for the reporting units. As a result, $9.9 million, $79.4 million and $40.0 million, respectively, of impairment charges reducing the carrying value of goodwill and licenses were recognized in the Unaudited Condensed Interim Consolidated Statements of Operations.

15



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

During the second quarter of 2023, management determined it is more likely than not that the Massachusetts reporting unit’s carrying value exceeded its fair value due to updated forecasts and projections for this reporting unit. As a result, a $21.5 million impairment charge reducing the carrying value of goodwill and licenses was recognized in the Unaudited Condensed Interim Consolidated Statements of Operation.


NOTE 6.     SHARE CAPITAL
(a)Authorized
The authorized share capital of the Company is outlined in the Company’s audited annual consolidated financial statements and accompanying notes as of and for the years ended December 31, 2023 and 2022, which were previously filed on SEDAR+ and EDGAR. There have been no changes in authorized share capital as of September 30, 2024.
(b)     Issued and Outstanding

As of September 30, 2024 and 2023, issued and outstanding shares and units consisted of the following:
(shares in thousands)
Redeemable
 Units1
SVS2
PVS3
MVS4
SSVS5
Beginning balance, January 1, 2024
96,699320,75718,9505002
Stock options exercised5
RSUs6 issued
2,137
Issuance of shares related to acquisitions1,497
Cresco LLC redemptions(3,894)3,894
PVS converted to SVS1,288(1,288)
Issuances related to employee taxes on certain share-based payment arrangements469
Ending Balance, September 30, 202492,805330,04717,6625002
Beginning balance, January 1, 2023
106,106280,99420,0825001
RSUs issued1,426
Issuance of shares related to settlement of acquisition contingent consideration27,091
Cresco LLC redemptions(7,657)7,657
PVS converted to SVS662(662)
Issuances related to employee taxes on certain share-based payment arrangements344
Share issuances1
Ending Balance, September 30, 202398,449318,17419,4205002
1 Redeemable units of Cresco Labs, LLC (“Redeemable Units”)
2 SVS includes shares pending issuance or cancellation
3 PVS presented on an “as-converted” basis to SVS (1-to-200)
4 Super Voting Shares (“MVS”)
5 SSVS presented on an “as-converted” basis to SVS (1-to-0.00001)
6 Restricted stock units (“RSUs”)

16



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(i)     Issuance of Shares - Acquisitions
During the nine months ended September 30, 2024 and 2023, the Company issued shares in conjunction with certain acquisitions1 as follows:

(in thousands)Acquisition dateSVS shares issuedEquity-based consideration
Nine Months Ended September 30, 2024
KeystoneApril 24, 20241,497 $3,001 
Nine Months Ended September 30, 2023
Laurel Harvest - Contingent ConsiderationDecember 9, 202127,091 $47,238 
1 Laurel Harvest, LLC (“Laurel Harvest”) and Keystone Integrated Care, LLC (“Keystone”)
(c)     Distribution to Non-controlling Interest Holders
Tax distributions are based off the tax rate determined by Cresco Labs Inc. (which is currently the highest U.S. individual income tax rates) applied to taxable income generated from the Cresco Labs, LLC partnership (i.e., not the whole Cresco group), which is the Company’s most significant distribution, and attributable to the NCI members. The Company has other tax and non-tax distributions that are calculated in accordance with each relevant operating agreement. As of September 30, 2024 and December 31, 2023, the Company had an asset of $2.3 million for tax-related distributions to 2024 and 2023 unit holders of Cresco Labs, LLC and other minority interest holders and an accrual of $15.2 million for tax-related distributions to the 2023 and 2022 unit holders of Cresco Labs, LLC, respectively. The accrual for tax-related distributions is recorded based on the year-to-date tax liability attributable to non-controlling interests and the quarterly distributions paid are based on the prior year liability, in accordance with the IRS safe harbor rules, which resulted in an asset as of September 30, 2024. These distributions will reduce non-controlling interest upon payment.
In accordance with the underlying operating agreements, the Company declared and paid required distribution amounts to 2024 and 2023 unit holders of Cresco Labs, LLC and other minority holders of $2.3 million and $26.5 million during the three and nine months ended September 30, 2024. Similarly, the Company declared and paid required tax distribution amounts to 2023 and 2022 unit holders of Cresco Labs, LLC and other minority interest holders of $6.2 million and $38.2 million during the three and nine months ended September 30, 2023.
(d)     Changes in Ownership and Non-controlling Interests
During the nine months ended September 30, 2024, redemptions of 3.9 million Redeemable Units occurred, which were converted into an equivalent number of SVS. These redemptions resulted in a decrease of 1.5% in non-controlling interest in Cresco Labs, LLC. There were no redemptions of Redeemable Units during the three months ended September 30, 2024.

During the three and nine months ended September 30, 2023, redemptions of 0.8 million and 7.7 million Redeemable Units occurred, respectively, which were converted into an equivalent number of SVS. During each respective period, these redemptions resulted in a decrease of 0.9% and 3.0% in non-controlling interest in Cresco Labs, LLC.
17



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

For the nine months ended September 30, 2024, net (loss) income attributable to non-controlling interest includes the following amounts:
($ in thousands)TSC Cresco, LLCMedMar 
Inc. (Lakeview)
MedMar 
Inc. (Rockford)
Cresco 
Labs 
Ohio, LLC
SLO Cultivation
Inc.
Cresco Labs Michigan, LLC4
Cresco Labs, LLC1,3
Revenue$$31,698$49,718$11,674$$16,948$272,738
Gross profit(397)20,54032,9313,243(99)(32)150,792
Net income (loss)
$92$8,461$26,468$(3,857)$(56)$(5,134)$516
Net (loss) income allocated to NCI
$52$1,049$6,619$(46)$(11)$(746)$2,221
NCI percentage as of September 30, 2024
25.0 %
1
12.4 %
2
25.0 %
2
1.2 %
1
20.0 %
1
15.0 %
1
36.7 %
1The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 36.7% NCI related to NCI for Cresco Labs Inc.
2The NCI percentage reflects the NCI that exists at Cresco Labs Inc.
3Includes the effect of LLC unit redemptions and other adjustments.
For the nine months ended September 30, 2023, net income (loss) attributable to non-controlling interest includes the following amounts:
($ in thousands)TSC Cresco, LLCMedMar 
Inc. (Lakeview)
MedMar 
Inc. (Rockford)
Cresco 
Labs 
Ohio, LLC
SLO Cultivation
Inc.
Cresco Labs Michigan, LLC
Cresco Labs, LLC1,3
Revenue$6,380$37,525$59,824$6,987$(180)$18,775$291,593
Gross profit2,81023,64538,932(484)(2,498)(836)155,135
Net income (loss)$630$13,359$30,215$(4,646)$(1,700)$(1,764)$(31,183)
Net income (loss) allocated to NCI$157$1,657$7,554$(46)$(340)$(265)$(15,280)
NCI percentage as of September 30, 2023
25.0 %
1
12.4 %
2
25.0 %
2
1.0 %
1
20.0 %
1
15.0 %
1
39.0 %
1The NCI percentage reflects the NCI that exists at Cresco Labs, LLC. There is a further 39.0% NCI related to NCI for Cresco Labs Inc.
2The NCI percentage reflects the NCI that exists at Cresco Labs Inc.
3Includes the effect of LLC unit redemptions and other adjustments.
The effects of changes in the Company's ownership interests in less than 100% owned subsidiaries during the three and nine months ended September 30, 2024 and 2023 were as follows:
Three months ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Net loss attributable to Cresco Labs Inc.$(10,541)$(115,572)$(70,066)$(178,157)
Changes in Cresco Labs Inc. equity due to redemptions of Cresco Labs, LLC shares:
Share Capital— 894 7,392 13,192 
Accumulated Deficit— (1,520)(10,881)(17,542)
Total change from net loss attributable to Cresco Labs Inc. and change in ownership interest in Cresco Labs, LLC.
$(10,541)$(116,198)$(73,555)$(182,507)

18



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 7.     SHARE-BASED COMPENSATION
The Company has a share-based compensation plan (the “Plan”) for employees, board members and service providers. Under the Plan, stock options and RSUs issued have no voting rights and vest proportionately over periods ranging from the grant date to 5 years from the issuance date. Stock options exercised and RSUs issued are converted to SVS. Stock options expiration dates ranges from 8 years to 10 years after the grant date. During July 2024, the Plan was amended to increase the maximum number of shares that can be issued under the Plan to 10% of the issued and outstanding shares plus an additional 20 million shares. The calculation for the maximum number of shares that can be issued in under the Plan will remain in place until the 10% of the issued and outstanding shares is greater than 20 million shares, at that point the maximum number of shares issued under the plan shall not exceed 10% of the issued and outstanding shares.
(a)     Stock Options
On April 9, 2024, the Company commenced an offer for a one-time stock option exchange program (the “Option Exchange Program”) to certain employee option holders (“Eligible Participants”) who held certain underwater options and remained employed by the Company through the completion of the Option Exchange Program. Eligible Participants with an outstanding option that had an exercise price equal to or greater than $3.36 or 1.5 times the closing price on the expiration date, May 6, 2024, had the option to exchange their existing options for new options (“New Option”) that have an exercise equal to the higher of the closing price of the Company’s SVS as reported on the OTCQX market (the “OTC”) on the new option grant date. Eligible Participants had until May 6, 2024, to elect to exchange their existing shares. Pursuant to the Option Exchange Program, 266 eligible participants elected to exchange 3.9 million options for 2.2 million New Options. The Option Exchange Program was subject to a shareholder vote at the Annual General and Special Meeting. The meeting was held on July 10, 2024 and the Option Exchange Program was approved. On July 10, 2024, immediately following the shareholder approval, the Company granted 2.2 million New Options pursuant to the terms of the Option Exchange Program and the Plan. The exercise price of the New Options was $2.10, which was the closing price of the common stock on the OTC on May 6, 2024. The New Options received in exchange for any originally vested options have a new 1-year cliff vesting schedule and an 8-year contractual term. The New Options received in exchange for any originally unvested options have a new 2-year graded vesting schedule (with 50% vesting each year), and an 8-year contractual term.

The following table summarizes activity related to stock options outstanding as of and for the nine months ended September 30, 2024:
(Stock options and intrinsic value in thousands)Number of stock options outstandingWeighted-average exercise priceWeighted-average remaining contractual life (years)Aggregate intrinsic value
Outstanding – January 1, 202424,103 $4.45  6.60 $328 
Granted4,623 1.49 
Granted under the Option Exchange Program2,237 2.10 
Exercised(5)1.68 
Forfeited(2,288)4.87 
Cancelled under the Option Exchange Program(3,887)8.16 
Outstanding - September 30, 2024
24,783 $3.08  6.57 $1,607 
Exercisable - September 30, 2024
15,312 $3.51  5.47 $1,089 
19



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023


The fair value of stock options granted under the Plan during the nine months ended September 30, 2024 and September 30, 2023 was determined using the Black-Scholes option-pricing model with the following range of assumptions at the time of the grant:
September 30, 2024September 30, 2023
Risk-free annual interest rate
3.9% to 4.3%
3.7% to 3.9%
Expected annual dividend yield0%
0%
Expected stock price volatility
80.3% to 84.4%
77.0% to 82.8%
Expected life of stock options
4.5 to 7.5 years
5.0 to 7.0 years
Forfeiture rate
9.9% to 34.0%
7.2% to 28.0%
Fair value at grant date
$0.94 to $1.55
$1.01 to $1.52
Stock price at grant date
$1.35 to $2.05
$1.50 to $2.01
Exercise price range
$1.35 to $2.10
$1.60 to $2.01

Volatility was estimated by using the average historical volatility of comparable companies from a representative group of direct and indirect peers of publicly traded companies, as the Company and the cannabis industry have minimal historical share price history available. An increase in volatility would result in an increase in fair value at grant date. The expected life, in years, represents the period of time that stock options issued are expected to be outstanding. The risk-free rate is based on U.S. treasury bills with a remaining term equal to the expected life of the stock options. The forfeiture rate is estimated based on historical forfeitures experienced by the Company.
(b)     Restricted Stock Units
The Company has an RSU program to provide employees an additional avenue to participate in the successes of the Company. The fair value of RSUs granted was determined by the fair value of the Company’s share price on the date of grant.

The following table summarizes activity related to RSUs outstanding as of and for the nine months ended September 30, 2024:

(Shares in thousands)Number of RSUs outstandingWeighted-average fair value
Outstanding – January 1, 20246,862 $2.91 
Granted4,9031.41 
Vested and settled(2,218)2.83 
Forfeited(614)2.27 
Outstanding - September 30, 2024
8,933 $2.15 

(c)     Expense Attribution
(i)     Stock options
The following table sets forth the classification of share-based compensation expense related to stock options for the three and nine months ended September 30, 2024 and 2023:
20



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

Three Months Ended September 30,Nine Months Ended
September 30,
($ in thousands)2024202320242023
Cost of goods sold$152 $220 $779 $948 
Selling, general and administrative expense1,043 1,796 3,818 4,884 
Total share-based compensation expense for stock options
$1,195 $2,016 $4,597 $5,832 

Unrecognized share-based compensation expense as of September 30, 2024 for unvested stock options was $4.5 million and will be recorded over the course of the next 4.4 years.
(ii)     RSUs
The following table sets forth the classification of share-based compensation expense related to RSUs for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,Nine Months Ended
September 30,
($ in thousands)2024202320242023
Cost of goods sold$203 $239 $899 $1,157 
Selling, general and administrative expense1,159 1,684 4,852 5,762 
Total share-based compensation expense for RSUs
$1,362 $1,923 $5,751 $6,919 

Unrecognized share-based compensation expense related to RSUs as of September 30, 2024 is $5.8 million and will be recognized over the course of the next 4.0 years.
(iii)     Capitalized Inventory
As of September 30, 2024 and December 31, 2023, ending inventory includes $0.6 million and $0.7 million, respectively, of capitalized share-based compensation expense related to both stock options and RSUs. For the three months ended September 30, 2024 and 2023, $0.6 million and $0.6 million, respectively, of share-based compensation expense was recorded to Cost of goods sold, which includes $0.5 million and $0.5 million, respectively, related to share-based compensation expense capitalized to inventory in prior periods. For the nine months ended September 30, 2024 and 2023, share-based compensation expense was $0.2 million and $2.7 million, respectively, recorded to Cost of goods sold, which includes $0.7 million and $1.4 million, respectively, related to compensation expense capitalized to inventory in prior periods

21



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 8.     LOSS PER SHARE
The following is a reconciliation for the calculation of basic and diluted loss per share for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,
Nine Months Ended
September 30,
($ in thousands, except per share amounts)2024202320242023
Numerator:
Net loss$(7,694)$(113,445)$(60,928)$(184,720)
Less: Net income (loss) attributable to non-controlling interests, net of tax2,847 2,127 9,138 (6,563)
Net loss attributable to Cresco Labs Inc.$(10,541)$(115,572)$(70,066)$(178,157)
Denominator:
Weighted-average basic and diluted shares outstanding347,360,904 337,466,885 344,652,104 318,718,524 
Loss per Share:
Basic and diluted loss per share$(0.03)$(0.34)$(0.20)$(0.56)

For the three and nine months ended September 30, 2024 and 2023, potentially dilutive shares were not included in the computation of diluted loss per common share due to the net loss during the periods. Potentially dilutive shares for the three and nine months ended September 30, 2024 and 2023, consisted of the following:
    
Three Months Ended
September 30,
Nine Months Ended
September 30,
(shares in thousands)2024202320242023
Redeemable Units92,805 98,888 92,805 102,003 
Stock options24,783 24,980 24,783 24,980 
RSUs8,933 7,432 8,933 7,432 
Total potentially dilutive shares126,521 131,300 126,521 134,415 

NOTE 9.     ACQUISITIONS
On April 24, 2024, the Company completed the acquisition of Keystone for 100% ownership interest. As part of the acquisition, the Company acquired two operating dispensaries in Pennsylvania, as well as the rights to open a new store under a third license in the future. As of September 30, 2024, the Company recorded estimates of the fair value of assets acquired and liabilities assumed. In connection with the Keystone acquisition, transaction costs of $0.6 million were recorded as Selling, general and administrative expense in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

Balances are subject to change during the measurement period, which will conclude at the earlier of the date the Company receives the information it is seeking about the facts and circumstances that existed as of the acquisition date, learns that more information is not obtainable, or one year following the acquisition date. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill. During the three months ended September 30, 2024, the Company recorded measurement period adjustments related to changes in the valuation of certain assets, which resulted in a $0.3 million increase in goodwill.

22



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

The table below summarizes the total consideration and net identifiable assets and liabilities acquired in connection with the Keystone acquisition during the nine months ended September 30, 2024:

($ in thousands)Amount
Total consideration:
Common shares issued$3,001 
Cash12 
Payments of acquisition-related transaction costs on behalf of the acquiree2,930 
Payments 462 
Contingent consideration2,280 
Total consideration$8,685 
Net identifiable assets (liabilities) acquired
Cash$174 
Inventory250 
Property and equipment2,789 
Other current assets23 
Customer relationships300 
Licenses2,300 
Total identifiable assets acquired$5,836 
Accounts payable$(642)
Short-term liabilities(446)
Total identifiable liabilities assumed$(1,088)
Purchase price allocation
Net identifiable assets acquired$4,748 
Goodwill3,937 
Total consideration$8,685 

The Company calculated, on a pro-forma basis, the combined results of the acquired entity as if the Keystone acquisition had occurred on January 1, 2024. These unaudited pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2024, or of the future operating results.

Total unaudited pro-forma Revenue and Net loss for the combined company for the nine months ended September 30, 2024, was $549.5 million and $61.0 million, respectively.

For the three months ended September 30, 2024, Revenue and Net income from the Keystone acquisition was $1.4 million and $0.4 million, respectively. For the nine months ended September 30, 2024, Revenue and Net income from the Keystone acquisition was $3.4 million and $0.7 million, respectively.

23



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(a)Deferred and Contingent Consideration
The following is a summary of Deferred and contingent consideration, short-term balances as of September 30, 2024 and December 31, 2023:

($ in thousands)September 30, 2024December 31, 2023
Valley Agriceuticals, LLC (“Valley Ag”) operating cash flows deferred consideration
$408 $— 
Keystone2,254 — 
Total Deferred and contingent consideration, short-term$2,662 $ 
The following is a summary of Deferred and contingent consideration, long-term balances as of September 30, 2024 and December 31, 2023:

($ in thousands)September 30, 2024December 31, 2023
Valley Ag operating cash flows deferred consideration
$7,470 $6,577 
Keystone219 — 
Total Deferred and contingent consideration, long-term$7,689 $6,577 
As of September 30, 2024, the total estimated liability related to the Valley Ag acquisition is $7.9 million. The liability is based on the present value of expected payments associated with the future cash flows of Valley Ag and the expected timing of those payments. As of September 30, 2024, the total estimated liability related to the Keystone acquisition is $2.5 million. The liability is based on the present value of expected payments associated with the future cash flows of Keystone and the expected timing of those payments.
During the three and nine months ended September 30, 2024, the Company recorded $1.2 million expense and $1.5 million of expense related to deferred and contingent considerations, respectively. For the three and nine months ended September 30, 2023, the Company recorded $2.3 million and $0.7 million of interest income related to deferred considerations, respectively. The expense is recorded in Interest expense, net in the Unaudited Condensed Interim Consolidated Statements of Operations. See Note 17 “Interest Expense, Net” for additional information.
NOTE 10.     LONG-TERM NOTES AND LOANS PAYABLE, NET
The following table represents the Company’s Long-term notes and loans payable, net balances as of September 30, 2024 and December 31, 2023:

($ in thousands)September 30, 2024December 31, 2023
Senior Loan$400,000 $400,000 
Mortgage Loans19,878 20,160 
Short-term borrowings and interest payable19,805 9,813 
Financing liability94,277 95,698 
Total borrowings and interest payable$533,960 $525,671 
Less: Unamortized debt issuance costs(12,373)(16,141)
Less: Short-term borrowings and interest payable(19,805)(9,813)
Less: Current portion of financing liability(2,450)(2,004)
Total Long-term notes and loans payable, net$499,332 $497,713 

24



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(a)Senior Loan
On August 12, 2021, the Company closed on an agreement for a senior secured term loan with an undiscounted principal balance of $400.0 million (as amended, the Senior Loan) and an original issue discount of $13.0 million. A portion of proceeds from the Senior Loan were used to retire the then existing term loan, with the remainder to fund capital expenditures and pursue other targeted growth initiatives within the U.S. cannabis sector.
The Senior Loan accrues interest at a rate of 9.5% per annum, payable in cash semi-annually and has a stated maturity of August 12, 2026. The Company’s effective interest rate for the Senior Loan is 11.0%. The Company capitalized $10.9 million of borrowing costs related to the Senior Loan, of which $7.0 million is payable upon principal repayment of the Senior Loan and thus, is reflected within Other long-term liabilities on the Consolidated Balance Sheets.
The Senior Loan is secured by a guarantee from substantially all material subsidiaries of the Company, as well as by a security interest in certain assets of the Company and such material subsidiaries. The Senior Loan contains negative covenants which restrict the actions of the Company and its subsidiaries during the term of the loan, including restrictions on paying dividends, making investments and incurring additional indebtedness. The Company is also subject to compliance with affirmative covenants, some of which may require management to exercise judgment. In addition, the Company is required to maintain a minimum cash balance of $50.0 million.
On September 22, 2023, the Company amended the Senior Loan pursuant to which certain terms of the original Senior Loan were modified and consent was provided for the Company to enter into the Mortgage Loans further discussed below.

On August 29 2024, the Company entered into a second amendment the Senior Secured Term Loan Agreement (the “Amended Loan Agreement”). Pursuant to the terms of the Amended Loan Agreement, the Company may from time-to-time purchase by assignment all or a portion of the lender’s loans, plus applicable accrued and unpaid interest, on the terms and conditions set forth in the Amended Loan Agreement. As of September 30, 2024, the Company had not repurchased any loans. See Note 19 “Subsequent Events” for additional information on a repurchase that occurred subsequent to the report date.

The Company may prepay in whole, or in part, the Senior Loan at any time prior to the stated maturity date, subject to certain conditions. Any prepayment of the outstanding principal amount may be subject to a prepayment premium as defined in the loan agreement, and would include all accrued and unpaid interest and fees. Interest expense is discussed in Note 17 “Interest Expense, Net.”

(b)Mortgage Loans
On September 26, 2023, JDRC Ellenville, LLC (Ellenville), an indirect subsidiary of the Company, entered into loan agreements to borrow an undiscounted principal amount of $25.3 million (the Mortgage Loans). Borrowings under the terms of the Mortgage Loans bear an initial interest rate of 8.4% per annum, which is equal to the Federal Home Loan Bank (FHLB”) Five Year Classic Regular Advance Rate, plus a 375-basis point spread. The Mortgage Loans have an effective interest rate of 10.2%. The Mortgage Loans are secured by real estate in Ellenville, New York and improvements thereto, and converts to a permanent term loan on the conversion date of November 1, 2028. The Mortgage Loans contains certain affirmative and negative covenants which restrict the actions of Ellenville during the term of the loan.
As of September 30, 2024 and December 31, 2023, the full commitment amount was not fully drawn, as $5.1 million of the principal balance will be advanced to Ellenville as it completes the buildout of the Ellenville cultivation center. As of September 30, 2024 and December 31, 2023, the Company incurred $1.9 million and $2.0 million, respectively, in deferred financing fees reflected within Long-term notes and loans payable on the Consolidated Balance Sheets.
25



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

During the three and nine months ended September 30, 2024, the Company capitalized interest of $0.4 million and $1.3 million, respectively, related to the loan as the build-out of the Ellenville facility is still underway. After completion, interest will be expensed as incurred.
(c)    Financing Liabilities
The Company has additional financing liabilities for which the incremental borrowing rates range from 11.3% to 17.5% with remaining terms between 5.3 and 15.8 years, consistent with the underlying lease liabilities. The interest expense associated with financing liabilities is discussed in Note 17 “Interest Expense, Net.”
NOTE 11.     REVENUES AND LOYALTY PROGRAMS
(a)Revenues
The following table represents the Company’s disaggregated revenue by source, due to the Company’s contracts with its customers, for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Wholesale$62,047 $72,571 $194,165 $237,128 
Dispensary117,736 117,988 354,269 345,520 
Total Revenues$179,783 $190,559 $548,434 $582,648 
The Company generates revenues, net of sales discounts, at the point in time the control of the product is transferred to the customer, as the Company has a right to payment and the customer has assumed significant risks and rewards of such product without any remaining performance obligation. Sales discounts were approximately 24.9% and 18.0% of gross revenue for the three months ended September 30, 2024 and 2023, respectively. Sales discounts were approximately 22.6% and 15.8% of gross revenue for the nine months ended September 30, 2024 and 2023, respectively. The Company does not enter into long-term sales contracts.
(b)Loyalty Programs
In the states of Illinois, New York, Florida, Ohio and Massachusetts; the Company has customer loyalty programs where retail customers accumulate points based on their level of spending. These points are recorded as a contract liability until customers redeem their points for discounts on cannabis products as part of an in-store sales transaction. Loyalty points may be redeemed by customers for $0.03 for each point off of future purchases. The Company records a performance obligation as a reduction of revenue that ranges between $0.01 and $0.02 per loyalty point, inclusive of breakage expectations in respective markets.
Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. As of September 30, 2024 and December 31, 2023, there were 30.3 million and 71.2 million points outstanding, respectively. The contract liability totaled $0.5 million and $1.2 million, respectively, which is included in Accrued liabilities within the Consolidated Balance Sheets. The Company expects outstanding loyalty points to be redeemed within one year. Loyalty points generally expire after six months of no spend activity.

26



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 12.     RELATED PARTY TRANSACTIONS
(a)Transactions with Key Management Personnel and Certain Board Members
Related parties, including key management personnel and certain board members, hold 81.3 million Redeemable Units of Cresco Labs, LLC, which accounts for a deficit of $83.0 million in non-controlling interests as of September 30, 2024. During the three months ended September 30, 2024, the Company did not make any required tax distribution payments to unit holders of Cresco Labs, LLC which includes related parties, key management personnel and certain board members. During the nine months ended September 30, 2024, 69.8% of required tax distribution payments to unit holders of Cresco Labs, LLC were made to related parties including to key management personnel and certain board members. During the three and nine months ended September 30, 2023, 86.4% and 71.3%, respectively, of required tax distribution payments to holders of Cresco Labs, LLC were made to related parties including to key management personnel and certain board members.
(b)Related Parties – Leases
For the three and nine months ended September 30, 2024 and 2023, the Company had lease liabilities for real estate lease agreements in which the lessors have a minority interest in MedMar Inc. (“MedMar”). The lease liabilities were incurred in January 2019 and May 2020 and expire in 2027 through 2030.
The Company has liabilities for real estate leases and other financing agreements in which the lessor is Clear Heights Properties where Dominic Sergi, former MVS shareholder, is Chief Executive Officer. The liabilities were incurred by entering into operating leases, finance leases and other financing transactions with terms that will expire in 2030. For the three and nine months ended September 30, 2024, the Company received $0.3 million in tenant improvement allowance reimbursements, while no reimbursements were received during the nine months ended September 30, 2023. The Company expects to receive further reimbursements of $0.4 million within the next twelve months.

Below is a summary of the expense resulting from the related party lease liabilities for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)Classification2024202320242023
Operating Leases
Lessor has minority interest in MedMarRent expense$73 $73 $217 $217 
Lessor is an MVS shareholder1
Rent expense— 296 98 832 
Finance Leases
Lessor has minority interest in MedMarDepreciation expense$76 $76 $229 $229 
Lessor has minority interest in MedMarInterest expense54 62 166 187 
Lessor is an MVS shareholder1
Depreciation expense— 22 67 
Lessor is an MVS shareholder1
Interest expense— 17 53 
1Lessor no longer a MVS shareholder as of March 31, 2024

Additionally, below is a summary of the ROU assets and lease liabilities attributable to related party leases as of September 30, 2024 and December 31, 2023:
27



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

September 30, 2024December 31, 2023
($ in thousands)ROU AssetLease LiabilityROU AssetLease Liability
Operating Leases
Lessor has minority interest in MedMar$1,194 $1,251 $1,294 $1,345 
Lessor is an MVS shareholder1
— — 5,332 5,429 
Finance Leases
Lessor has minority interest in MedMar$1,499 $2,003 $1,729 $2,210 
Lessor is an MVS shareholder1
— — 583 502 
1Lessor no longer a MVS shareholder as of March 31, 2024.

The Company had other financing liabilities controlled by a former MVS holder; however, as of March 31, 2024, that related party is no longer an MVS holder and thus, the Company did not have any financing liabilities with related parties. During the three and nine months ended September 30, 2023, the Company recorded interest expense of $0.1 million and $0.2 million on those financing liabilities with related parties. As of December 31, 2023, the Company had $1.4 million of financing liabilities with related parties.
NOTE 13.     COMMITMENTS AND CONTINGENCIES
(a)Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. The Company accrues for estimated costs for a contingency when a loss is probable and can be reasonably estimated. No material loss contingencies were accrued as of September 30, 2024. As of September 30, 2024 and December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s results of operations, financial positions or cash flows. There are also no proceedings in which any of the Company’s directors, officers or affiliates are an adverse party or has a material interest adverse to the Company’s interest.

In February 2024, the Company received a demand letter on behalf of former and current Cresco employees. The demand letter alleges the Company violated certain laws around regulations related to employee compensation. The demand letter proposed, and the parties have agreed, to mediate the potential claims. As of September 30, 2024, the matter was still pending, and the Company reasonably estimates the possible loss that may result from this matter at $0.8 million. This estimated possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties.

(b)Contingencies
The Company’s operations are subject to a variety of federal, state, and local regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on the Company’s operations, suspension or revocation of permits or licenses, or other disciplinary actions (collectively, “Disciplinary Actions”) that could adversely affect the Company’s financial position and results of operations. While management believes that the Company is in substantial compliance with state and local regulations as of September 30, 2024 and December 31, 2023, and through the date of filing of these financial statements, these regulations continue to evolve and are subject to differing interpretations and enforcement. As a result, the Company may be subject to Disciplinary Actions in the future.

(c)Commitments
As of September 30, 2024 and December 31, 2023, the Company had total commitments of $5.5 million and $2.3 million, respectively, related to material construction projects.
28



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

The Company also has employment agreements with key management personnel which include severance in the event of termination with additional equity and/or compensation benefits totaling approximately $3.4 million and $3.1 million as of September 30, 2024 and December 31, 2023, respectively.

NOTE 14.     FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Financial Instruments

The Company’s financial instruments are held at amortized cost (adjusted for impairments or expected credit losses (“ECLs”), as applicable) or fair value. The carrying values of financial instruments held at amortized cost approximate their fair values as of September 30, 2024 and December 31, 2023, due to their nature and relatively short maturity dates. Financial assets and liabilities with embedded derivative features are carried at fair value.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 – Inputs for the asset or liability that are not based on observable market data.
There have been no transfers into or out of Level 3 for the periods ended September 30, 2024 and December 31, 2023.
29



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

The following tables summarize the Company’s financial instruments as of September 30, 2024 and December 31, 2023:

September 30, 2024
($ in thousands)Amortized CostLevel 1Level 2Level 3Total
Financial Assets:
Cash and cash equivalents$153,295 $— $— $— $153,295 
Restricted cash1
6,511 — — — 6,511 
Security deposits2
4,068 — — — 4,068 
Accounts receivable, net54,562 — — — 54,562 
Loans receivable, short-term532 — — — 532 
Loans receivable, long-term1,693 — — — 1,693 
Investments— 51 — 600 651 
Financial Liabilities:
Accounts payable$19,155 $— $— $— $19,155 
Accrued liabilities60,481 — — — 60,481 
Short-term borrowings22,255 — — — 22,255 
Current portion of lease liabilities11,169 — — — 11,169 
Deferred and contingent consideration, short-term— — — 2,662 2,662 
Lease liabilities157,692 — — — 157,692 
Deferred and contingent consideration, long-term— — — 7,689 7,689 
Long-term notes and loans payable, net499,332 — — — 499,332 
Other long-term liabilities3
153,396 — — — 153,396 
1Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements, which are included in “Restricted cash” and “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
2Security deposits are included in “Other non-current assets” on the Unaudited Condensed Interim Consolidated Balance Sheets.
3Other long-term liabilities includes tax receivable agreement liabilities, income tax payable related to uncertain tax positions, deferred financing fees on our Senior Loan and escrow amounts related to a previous acquisition.


30



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023


December 31, 2023
($ in thousands)Amortized CostLevel 1Level 2Level 3Total
Financial Assets:     
Cash and cash equivalents$103,429 $— $— $— $103,429 
Restricted cash1
5,091 — — — 5,091 
Security deposits2
4,408 — — — 4,408 
Accounts receivable, net51,070 — — — 51,070 
Loans receivable, short-term1,421 — — — 1,421 
Loans receivable, long-term826 — — — 826 
Investments— 49 81 600 730 
Financial Liabilities:
Accounts payable$27,587 $— $— $— $27,587 
Accrued liabilities69,079 — — — 69,079 
Short-term borrowings11,817 — — — 11,817 
Current portion of lease liabilities9,416 — — — 9,416 
Lease liabilities163,811 — — — 163,811 
Deferred consideration, long-term— — — 6,577 6,577 
Long-term notes and loans payable, net497,713 — — — 497,713 
Other long-term liabilities3
21,600 — — — 21,600 
1Restricted cash balances include various escrow accounts related to investments, acquisitions and facility licensing requirements, which are included in “Restricted cash” on the Consolidated Balance Sheets.
2Security deposits are included in “Other non-current assets” on the Consolidated Balance Sheets.
3Other long-term liabilities includes Tax receivable agreement liabilities and deferred financing fees on our Senior Loan.

The following table presents a rollforward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on inputs for assets or liabilities that are not based on observable market data.
Three and Nine Months Ended September 30, 2024
Level 3 Fair Value Measurements
($ in thousands)Deferred and contingent consideration, short-termDeferred and contingent consideration, long-term
Balance as of December 31, 2023
$ $6,577 
Change in fair value recorded in Interest expense, net— 304 
Balance as of March 31, 2024
$ $6,881 
Additions1
— 2,304 
Change in fair value recorded in Interest expense, net— 25 
Balance as of June 30, 2024
$— $9,210 
Change in fair value recorded in Interest expense, net169 972 
Other2
2,493 (2,493)
Balance as of September 30, 2024
$2,662 $7,689 
1See Note 9 “Acquisitions” for additional details related to the Keystone contingent consideration.
2Other relates to reclassifications from long-term to short-term due to expected timing of payment.

31



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

Three and Nine Months Ended September 30, 2023
Level 3 Fair Value Measurements
($ in thousands)Deferred consideration,
contingent
consideration,
and other
payables,
short-term
Deferred consideration, long-term
Balance as of December 31, 2022
$47,821 $7,770 
Change in fair value recorded in Interest expense, net1,555 — 
Payments1
(10,000)— 
Other2
1,658 (1,658)
Balance as of March 31, 2023
$41,034 $6,112 
Change in fair value recorded in Interest expense, net1,134 — 
Change in fair value recorded in Other income, net— 341 
Payments1
(40,072)— 
Balance as of June 30, 2023
$2,096 $6,453 
Change in fair value recorded in Interest expense, net(1,078) 
Change in fair value recorded in Other income, net— (1,253)
Other2
(1,018)1,018 
Balance as of September 30, 2023
$ $6,218 
1See Note 6 “Share Capital” for additional details related to payments.
2Other relates to reclassifications from long-term to short-term due to expected timing of payment.

(a)Loans receivable, short-term

The following is a summary of Loans receivable, short-term balances and valuation classifications (discussed further below) as of September 30, 2024 and December 31, 2023:
($ in thousands)Valuation
classification
September 30, 2024December 31, 2023
Short-term loans receivable - Kurvana, net of ECLAmortized cost$532 $493 
Short-term loans receivable - Spark’d, net of ECLAmortized cost— 928 
Total Loans receivable, short-term$532 $1,421 

During the second quarter of 2023, the Company issued a $1.0 million short-term loan receivable to 280EZ LLC, an Illinois limited liability company (d/b/a Spark’d). The short-term loan receivable has a one-year term and interest accruing at 9.5% per annum, paid on a monthly basis. At the inception of the loan, an ECL determination was made. During the second quarter of 2024, the Company entered into an amended agreement with Spark’d, extending the term to three-years payable on June 16, 2027. The entire balance of the Spark’d loan was reclassified to loans receivable, long-term.
32



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(b)Loans receivable, long-term
($ in thousands)Valuation
classification
September 30, 2024December 31, 2023
Long-term loans receivable - Illinois Incubator, net of ECLAmortized cost$826 $826 
Long-term loans receivable - Spark’d, net of ECLAmortized cost867 — 
Total Loans receivable, long-term$1,693 $826 

Pursuant to the Illinois Cannabis Regulation and Tax Act, the Company has issued $0.3 million in loans to an Illinois company which has secured a Craft Grower License to operate in the state and $1.0 million in loans to groups that have been identified by the state of Illinois as having the opportunity to receive Conditional Adult Use Dispensing Organization Licenses. One (1) $0.1 million loan related to the Craft Grower License matures on July 20, 2026. The remaining loans of $1.2 million mature on July 20, 2027. The loans are measured at amortized cost and bear no interest.
During both the three and nine months ended September 30, 2024 and 2023, the Company recorded losses on provision on short-term and long-term loans receivable of $0.1 million and $0.3 million, respectively.
(c)Investments

The Company currently has investments in three entities: 420 Capital Management, LLC (“420 Capital”), a cannabis investment company; IM Cannabis Corp. (“IMC”), a pharmaceutical manufacturer that specializes in cannabis and OLD PAL LLC (“Old Pal”), a cannabis operator/licensor. 420 Capital and Old Pal investments are held at fair value and are classified as equity securities without a readily determinable fair value. The IMC investment is classified as a marketable security with a readily determinable fair value. During the nine months ended September 30, 2024, the Company wrote off its remaining investment balance of $0.1 million in Lighthouse Strategies, LLC.

Financial Risk Management
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors and Company management mitigate these risks by assessing, monitoring, and approving the Company’s risk management processes:
(a)Credit and Banking Risk
Credit risk is the risk of a potential loss to the Company if a customer or a third-party to a financial instrument fails to meet its contractual obligations. The maximum credit exposure as of September 30, 2024 and December 31, 2023 is the carrying amount of cash, accounts receivable and loans receivable. The Company does not have significant credit risk with respect to its growth in its key retail markets, as payment is typically due upon transferring the goods to the customer at our dispensaries, which currently accept only cash and debit cards. Additionally, the Company does not have significant credit risk with respect to its loan counterparties as the interest rate on the Senior Loan is not variable and therefore, is not materially impacted by interest rate increases enacted by the Federal Reserve. The interest rate on our Mortgage Loans is based on the FHLB Five Year Classic Regular Advance Rates which matures every five (5) years and does not pose a significant credit risk. Although all deposited cash is placed with U.S. financial institutions in good standing with regulatory authorities, changes in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry have passed the U.S. House of Representatives but were not voted on within the U.S. Senate, and would need to be reintroduced by Congress. Given that current U.S. federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept or deposit funds from
33



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

businesses involved with the cannabis industry, leading to an increased risk of legal actions against the Company and forfeitures of the Company’s assets.
The Company’s aging of Accounts receivables as of September 30, 2024 and December 31, 2023 was as follows:
($ in thousands)September 30, 2024December 31, 2023
0 to 60 days$38,423 $41,820 
61 to 120 days10,820 8,117 
120 days +14,259 9,097 
Total accounts receivable, gross63,502 59,034 
Allowance for doubtful accounts8,940 7,964 
Total accounts receivable, net$54,562 $51,070 
As of September 30, 2024, the Company had two customers that accounted for $16.6 million or 26.1% of the Company’s gross accounts receivable balance. As of December 31, 2023, one customer accounted for $7.2 million or 12.2% of the Company’s gross accounts receivable balance.
For the three and nine months ended September 30, 2024, the Company recorded a recovery on provision of $0.7 million and $1.2 million, respectively. An additional recovery on provision of $0.6 million was recorded compared to $0.9 million in bad debt expense related to invoice write-offs was recorded for the same three and nine month periods. For the three and nine months ended September 30, 2023, the Company recorded an ECL of $1.2 million and $4.0 million, respectively. An additional $2.0 million and $3.6 million in bad debt expense related to invoice write-offs was recorded for the same respective three and nine month periods.
(b)Asset Forfeiture Risk
Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry, which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.
(c)Liquidity Risk

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended September 30, 2024, the Company has generated positive cash flows from operations and implemented certain cost cutting measures, which are expected to improve cash from operations.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company primarily manages liquidity risk through the management of its capital structure by ensuring that it will have sufficient liquidity to settle obligations and liabilities when due. As of September 30, 2024, the Company had working capital (defined as current assets less current liabilities) of $153.3 million. The Company also expects to be able to continue to raise debt or equity based capital, or sell certain assets, if needed, to fund operations and the expansion of its business.

34



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

In addition to the commitments outlined in Note 13 “Commitments and Contingencies,” the Company has the following contractual obligations as of September 30, 2024:
($ in thousands)< 1 Year1 to 3 Years3 to 5 Years> 5 YearsTotal
Accounts payable & Accrued liabilities$74,279 $— $— $— $74,279 
Deferred and contingent consideration, short-term2,662 — — — 2,662 
Operating leases liabilities29,363 59,160 59,107 140,028 287,658 
Finance lease liabilities4,995 10,332 10,277 14,494 40,098 
Deferred and contingent consideration, long-term— 7,689 — — 7,689 
Short-term borrowings and Long-term notes and loans payable33,612 428,627 29,801 110,646 602,686 
Tax receivable agreement liability5,357 10,891 11,329 56,880 84,457 
Other long-term liabilities— 8,510 — — 8,510 
Total obligations as of September 30, 2024
$150,268 $525,209 $110,514 $322,048 $1,108,039 

(d)Market Risk
(i)Currency Risk
The operating results and balance sheet of the Company are reported in USD. As of September 30, 2024 and December 31, 2023, the Company’s financial assets and liabilities are primarily in USD. However, from time to time, some of the Company’s financial transactions are denominated in currencies other than USD. The results of the Company’s operations are subject to currency transaction and translation risks. During the three and nine months ended September 30, 2024, the Company recorded loss on foreign currency exchange of $0.2 million and gain on foreign currency exchange of $0.2 million, respectively. The Company recorded $0.2 million a gain on foreign currency exchanges and a $0.1 million loss on foreign currency exchange during the three and nine months ended September 30, 2023, respectively.
As of September 30, 2024 and December 31, 2023, the Company had no hedging agreements in place with respect to foreign exchange rates. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. An increase or decrease in the Company’s incremental borrowing rate would result in an associated increase or decrease in deferred considerations and interest expense, net. The Company’s Amended Senior Loan accrues interest at a rate of 9.5% per annum and has an effective interest rate of 11.0%. The Company’s Mortgage Loans accrue interest at a rate of 8.4% per annum and have an effective interest rate of 10.2%.
35



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

(iii)Price Risk
Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company is subject to price risk related to deferred and contingent considerations that are valued based on the Company’s own stock price. An increase or decrease in stock price would result in an associated increase or decrease to deferred and contingent considerations with a corresponding change to Other income, net.
(iv)Tax Risk

Tax risk is the risk of changes in the tax environment that would have a material adverse effect on the Company’s business, results of operations and financial condition. Currently, state-licensed marijuana businesses are assessed a comparatively high effective federal tax rate due to Internal Revenue Code (“IRC”) Section 280E, which bars businesses from deducting all expenses except their cost of goods sold when calculating federal tax liability. Any increase in tax levies resulting from additional tax measures may have a further adverse effect on the operations of the Company, while any decrease in such tax levies will be beneficial to future operations. See Note 18 “Provision for Income Taxes and Deferred Income Taxes” for the Company’s disclosure of uncertain tax positions.
(v)Regulatory Risk
Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon the compliance of regulatory requirements. Due to the nature of the industry, the Company recognizes that regulatory requirements are more stringent and punitive in nature. Any delays in obtaining, or failure to obtain regulatory approvals can significantly delay operational and product development and can have a material adverse effect on the Company’s business, results of operations and financial condition. The Company is cognizant of the advent of regulatory changes occurring in the cannabis industry on the city, state, and national levels. Although the regulatory outlook on the cannabis industry has been moving in a positive trend, any unforeseen regulatory changes could have a material adverse impact on the goals and operations of the Company’s business.
(vi) Economic Risk

The Company’s business, financial condition and operating results may be negatively impacted by challenging global economic conditions. A global economic slowdown would cause disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy and declining consumer and business confidence, which can lead to decreased levels of consumer spending. These macroeconomic developments could negatively impact the Company’s business, which depends on the general economic environment and levels of consumer spending. As a result, the Company may not be able to maintain its existing customers or attract new customers, or the Company may be forced to reduce the price of its products. The Company is unable to predict the likelihood of the occurrence, duration, or severity of such disruptions in the credit and financial markets or adverse global economic conditions. Any general or market-specific economic downturns could have a material adverse effect on our business, financial condition and operating results.

(vii) Inflation Risk
The Company has experienced increased inflationary pressures, including increased cultivation costs, distribution costs, and operating expenses, which have adversely impacted our operating results. The Company anticipates inflationary pressures to continue throughout 2024. The Company maintains strategies to mitigate the impact of higher raw material, energy, and commodity costs, which include cost reduction, sourcing and other actions, which may help to offset a portion of the adverse impact.
36



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 15.     VARIABLE INTEREST ENTITIES
The following table presents the summarized financial information about the Company’s consolidated variable interest entities (“VIEs”) before eliminations, which are included in the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. All of these entities were determined to be VIEs as the Company possesses the power to direct activities through written agreements and is subject to the risks and rewards as a primary beneficiary:
September 30, 2024December 31, 2023
($ in thousands)Cresco Labs Michigan, LLCCresco Labs Michigan, LLC
Current assets$14,927 $15,485 
Non-current assets80,895 75,622 
Current liabilities(1,330)(1,476)
Non-current liabilities(134,617)(124,793)
Non-controlling interests828 258 
Deficit attributable to Cresco Labs Inc.39,297 34,904 
The following table presents the summarized financial information about the Company’s consolidated VIEs before eliminations, which are included in the Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
($ in thousands)Cresco Labs Michigan, LLCCresco Labs Michigan, LLCCresco Labs Michigan, LLCCresco Labs Michigan, LLC
Revenue$5,337 $8,304 $16,948 $18,775 
Net loss attributable to non-controlling interests(233)(108)(746)(265)
Net loss attributable to Cresco Labs Inc.(1,353)(396)(4,388)(4,468)
Net loss(1,586)(503)(5,134)(4,732)

NOTE 16.     SEGMENT INFORMATION
The Company operates in one segment, the cultivation, manufacturing, distribution, and sale of cannabis. The Chief Executive Officer, President, and Chief Financial Officer of the Company have been identified as the Chief Operating Decision Makers (“CODMs”) and manage the Company’s operations as a whole. For the purpose of evaluating financial performance and allocating resources, the CODMs review certain financial information presented on a consolidated basis accompanied by information disaggregated by wholesale and retail customers and geographic region. For both the three and nine months ended September 30, 2024 and 2023, the Company generated 100.0% of its revenue in the U.S.
37



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

NOTE 17.     INTEREST EXPENSE, NET
Interest expense, net consisted of the following for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Interest expense – notes and loans payable$(9,711)$(9,711)$(28,922)$(33,864)
Interest expense – financing activities(2,875)(2,923)(8,680)(8,822)
Accretion of debt discount and amortization of deferred financing fees(1,261)(1,128)(3,654)(3,257)
Interest expense – leases(786)(871)(2,374)(2,691)
Interest income771 564 2,265 1,482 
Other interest (expense) income1
(1,154)2,305 (1,535)664 
Interest expense, net$(15,016)$(11,764)$(42,900)$(46,488)
1For the three months ended September 30, 2024 the Company recorded interest expense of $1.0 million and $0.2 million related to Valley Ag operating cash flows deferred consideration and Keystone contingent consideration, respectively, compared to $2.3 million of interest income related to the Valley Ag operating cash flows deferred consideration for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company recorded interest expense of $1.3 million and of $0.2 million, related to Valley Ag operating cash flows deferred consideration and Keystone contingent consideration, respectively. For the nine months ended September 30, 2023 the Company recorded $1.2 million of interest income related to the Valley Ag operating cash flows deferred consideration and $0.8 million of interest expense related to Laurel Harvest deferred consideration. See Note 9 “Acquisitions” for additional information related to deferred and contingent considerations.

See Note 10 “Long-term Notes and Loans Payable, Net” for additional information on Interest expense – notes and loans payable, Accretion of debt discount and amortization of deferred financing fees, and Interest expense – financing activities.

NOTE 18.     PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAXES
As the Company operates in the cannabis industry, the Company is subject to the limits of IRC Section 280E for U.S. federal income tax purposes as well as some state income tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Additionally, certain states including Arizona, California, Illinois, Maryland, Massachusetts, Michigan, New York, and Pennsylvania do not conform to IRC Section 280E and, accordingly, the Company generally deducts all operating expenses on its income tax returns in these states.
During the second quarter of 2024, the Company recorded the following significant tax and tax-related items due to uncertain tax positions that its operations are not subject to IRC Section 280E and therefore intends to deduct such expenses with a related uncertain tax liability offsetting such deductions.
The Company’s tax receivable agreement liability increased by $61.1 million recorded in Other long-term liabilities on the Consolidated Balance Sheets, which was materially driven by this change.

The Company recorded $25.8 million in Other long-term liabilities on the Consolidated Balance Sheets.

The Company is treated as a United States corporation for U.S. federal income tax purposes under IRC Section 7874 and is subject to U.S. federal income tax on its worldwide income. However, for Canadian tax purposes the Company, regardless of any application of IRC Section 7874, is treated as a Canadian resident company, as defined in the Income Tax Act (Canada), for Canadian income tax purposes. As a result, the Company is subject to taxation both in Canada and the United States.
38



Cresco Labs Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2024 and 2023

Additionally, the Company recorded an increase to its tax receivable agreement liability by $8.8 million due to normal course exchange activity and the impact of the state of Pennsylvania effectively decoupling from the application of IRC Section 280E beginning for taxable years commencing after December 31, 2023.

During the three months ended September 30, 2024, the Company recorded an additional $14.9 million in Other long-term liabilities on the Consolidated Balance Sheets. No additional material adjustments to the tax receivable agreement liability were recorded.

Provision for income taxes consists of the following for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2024202320242023
Income (loss) before income taxes
$11,322 $(119,191)$(13,671)$(159,720)
Income tax expense (benefit)
19,016 (5,746)47,257 25,000 
Effective tax rate168.0 %4.8 %(345.7)%(15.7)%

NOTE 19.     SUBSEQUENT EVENTS
The Company has evaluated subsequent events through November 8, 2024, which is the date on which these financial statements were issued.
On October 25 2024, the Company repurchased $40.0 million principal amount of our Senior Loan and paid $0.3 million of accrued interest. There were no prepayment penalties or exit fees due on this repurchase. The purpose of this transaction is to reduce the Company’s Senior Loan balance and annual cash interest cost at an amount less than what would have been due at maturity.
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