6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of March, 2024

000-56241

(Commission File Number)

Cresco Labs Inc.(Exact name of Registrant as specified in its charter)

400 W Erie St Suite 110
Chicago, IL 60654
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐    Form 40-F ☒

Exhibit Index
Exhibit No.	Description
99.1	News Release dated March 13, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CRESCO LABS INC.
Date: March 13, 2024	By:	/s/ Charles Bachtell
		Charles Bachtell
		Chief Executive Officer

EX-99.1

Cresco Labs Exhibit 99.1

Page 1 of 9

Cresco Labs Reports Fourth Quarter & Full Year 2023 Financial Results Demonstrating Significant Profitability and Cash Flow Improvements

Continued execution of Year-of-the-Core strategy delivers strong gains to the bottom line and 3x improvement in full-year Operating Cash Flow

CHICAGO – March 13, 2024 – Cresco Labs Inc. (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) (“Cresco Labs” or the “Company”), the industry leader in branded cannabis products with a portfolio of America’s most popular brands and the operator of Sunnyside dispensaries, today released its financial and operating results for the fourth quarter and year ended December 31, 2023. All financial information presented in this release is reported in accordance with U.S. GAAP and in U.S. dollars, unless otherwise indicated, and is available on the Company’s investor website, here.

Fourth Quarter 2023 Highlights

•Fourth quarter revenue of $188 million, excluding the impact from strategic divestitures aimed to drive profitability, down 2% year-over-year.

•Gross profit of $96 million. Adjusted gross profit1 up 12% year-over-year to $100 million, or53% of revenue, an 850 bps improvement.

•SG&A of $57 million. Removed $54 million in annualized Adjusted SG&A1, reducing Adjusted SG&A1 by 20% year-over-year to $55 million, or 29% of revenue.

•Fourth quarter net income of $5 million.

•Fourth quarter adjusted EBITDA1 nearly doubled year-over-year to $55 million, or 29% of revenue, a 1,400 bps improvement.

•Retained the No. 1 share position in Illinois, Pennsylvania and Massachusetts2.

Fiscal Year 2023 Highlights

•Revenue of$771 million.

•Adjusted gross profit1 of $377 million, or 49% of revenue.

•Driven by the Year-of-the-Core strategy, adjusted SG&A1 decreased by $35 million and adjusted EBITDA margin1 rose by over 200 bps.

•Adjusted EBITDA1 of $174 million, or 23% of revenue.

•Net loss of $180 million for the full year which included $151 millionof impairment charges.

•Generated $59 million in operating cash flows for the full year, and ended the year with $109 million of cash, cash equivalents and restricted cash.

Management Commentary

“I’m proud to share that our Q4 results capped off the Year of the Core with strong bottom-line growth and margin expansion, nearly doubling our Adjusted EBITDA and achieving positive free cash flow for the year. We’ve set a new standard for ourselves, making this focus on our core part of our DNA moving forward and we’re using these wins to fuel our business and capitalize on the many growth catalysts ahead.

Everything we did in 2023 was designed to prepare us to take advantage of the monumental opportunities ahead, including; maximizing our upcoming adult-use catalysts, capitalizing on our brands and winning with independents, and expanding our retail to provide the consumer with the best cannabis experience possible,” said Charles Bachtell, CEO of Cresco Labs.

1 See “Non-GAAP Financial Measures” at the end of this press release for more information regarding the Company’s use of non-GAAP financial measures.

2 According to BDSA.

Cresco Labs Exhibit 99.1

Page 2 of 9

Balance Sheet, Liquidity and Other Financial Information

•As of December 31, 2023, current assets were $278 million, including cash, cash equivalents and restricted cash of $109 million. The Company had senior secured term loan debt, net of discount and issuance costs, of $386 million and a mortgage loan, net of discount and issuance costs of $18 million.

•Total shares on a fully converted basis to Subordinate Voting Shares were 467,871,956 as of December 31, 2023.

Conference Call and Webcast

The Company will host a conference call and webcast to discuss its financial results on Wednesday, March 13, 2024, at 8:30am Eastern Time (7:30am Central Time). The conference call may be accessed via webcastor by dialing 1-833-470-1428 (US Toll Free) or 1-404-975-4839 (US Local), providing access code 614771. Archived access to the webcast will be available for one year on Cresco Labs’ investor website.

Consolidated Financial Statements

The financial information reported in this press release is based on unaudited management prepared financial statements for the three months and year ended December 31, 2023. These financial statements have been prepared in accordance with U.S. GAAP. This release contains certain preliminary financial results for the three months and year ended December 31, 2023. These preliminary results for the three months and year ended December 31, 2023, are provided prior to completion of all internal reviews and external audit procedures, and are therefore subject to adjustment until the filing of the Company's audited consolidated financial statements, which the Company expects to file on SEDAR+ and EDGAR on or about March 14, 2024. The audit of the consolidated financial statements for the year ended December 31, 2023, is currently in process. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. While the Company does not expect there to be any material changes between the information contained in this press release and the consolidated financial statements it files on SEDAR+ and EDGAR, to the extent that the financial information contained in this press release is inconsistent with the information contained in the Company’s financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company’s filed financial statements. The making of a modifying or superseding statement shall not be deemed an admission, for any purposes, that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws. Further, the reader should refer to the additional disclosures in the Company’s audited financial statements for the year ended December 31, 2023, filed on SEDAR+ and EDGAR.

Cresco Labs references certain non-GAAP financial measures throughout this press release, which may not be comparable to similar measures presented by other issuers. Please see the “Non-GAAP Financial Measures” section below for more detailed information.

Cresco Labs Exhibit 99.1

Page 3 of 9

Non-GAAP Financial Measures

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA margin, Adjusted gross profit, Adjusted gross margin, Adjusted Selling, general and administrative (“Adjusted SG&A”) and Free Cash Flow are non-GAAP financial measures and do not have standardized definitions under U.S. GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with U.S. GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with U.S. GAAP and may not be comparable to similar measures presented by other issuers. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the U.S. GAAP financial measures presented herein. Accordingly, the Company has included below reconciliations of the supplemental non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

About Cresco Labs Inc.

Cresco Labs’ mission is to normalize and professionalize the cannabis industry through a CPG approach to building national brands and a customer-focused retail experience, while acting as a steward for the industry on legislative and regulatory-focused initiatives. As a leader in cultivation, production and branded product distribution, the Company is leveraging its scale and agility to grow its portfolio of brands that include Cresco, High Supply, FloraCal, Good News, Wonder Wellness Co., Mindy’s and Remedi, on a national level. The Company also operates highly productive dispensaries nationally under the Sunnyside brand that focus on building patient and consumer trust and delivering ongoing education and convenience in a wonderfully traditional retail experience. Through year-round policy, community outreach and SEED initiative efforts, Cresco Labs embraces the responsibility to support communities through authentic engagement, economic opportunity, investment, workforce development and legislative initiatives designed to create the most responsible, respectable and robust cannabis industry possible. Learn more about Cresco Labs’ journey by visiting www.crescolabs.com or following the Company on Facebook, X or LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may,’ ‘will,’ ‘should,’ ‘could,’ ‘would,’ ‘expects,’ ‘plans,’ ‘anticipates,’ ‘believes,’ ‘estimates,’ ‘projects,’ ‘predicts,’ ‘potential’ or ‘continue’ or the negative of those forms or other comparable terms. The Company’s forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to those risks discussed under “Risk Factors” in the Company’s Annual

Cresco Labs Exhibit 99.1

Page 4 of 9

Information Form for the year ended December 31, 2023, expected to be filed on or about March 14, 2024, other documents filed by the Company with Canadian securities regulatory authorities; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Because of these uncertainties, you should not place undue reliance on the Company’s forward-looking statements. No assurances are given as to the future trading price or trading volumes of Cresco Labs’ shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise.

Contacts

Media

Jason Erkes, Cresco Labs

Chief Communications Officer

press@crescolabs.com

312-953-2767

Investors

TJ Cole, Cresco Labs

SVP, Corporate Development & Investor Relations

investors@crescolabs.com

For general Cresco Labs inquiries:

312-929-0993

info@crescolabs.com

Cresco Labs Exhibit 99.1

Page 5 of 9

Cresco Labs Inc.
Financial Information and Non-GAAP Reconciliations
(All amounts expressed in thousands of U.S. Dollars)
Consolidated Statements of Operations
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended									For the Year Ended
($ in thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
	(unaudited)			(unaudited)			(unaudited)
Revenues, net	$	188,237		$	190,559		$	199,580		$	770,885		$	842,681
Cost of goods sold	92,091			96,919			111,876			408,519			435,668
Gross profit	96,146			93,640			87,704			362,366			407,013
Gross profit %	51.1		%	49.1		%	43.9		%	47.0		%	48.3		%
Operating expenses:
Selling, general and administrative	56,767			62,484			80,193			261,710			310,353
Share-based compensation	2,278			3,479			4,319			12,924			19,664
Depreciation and amortization	9,978			5,942			6,016			24,538			20,636
Impairment loss	24			129,491			140,655			151,017			140,655
Total operating expenses	69,047			201,396			231,183			450,189			491,308
Income (loss) from operations	27,099			(107,756)			(143,479)			(87,823)			(84,295)
Other expense, net:
Interest expense, net	(14,331)			(11,764)			(15,904)			(60,819)			(57,837)
Other income, net	50			329			2,521			1,740			15,227
Total other expense, net	(14,281)			(11,435)			(13,383)			(59,079)			(42,610)
Income (loss) before income taxes	12,818			(119,191)			(156,862)			(146,902)			(126,905)
Income tax (expense) benefit	(7,950)			5,746			(23,761)			(32,950)			(88,938)
Net income (loss)1	$	4,868		$	(113,445)		$	(180,623)		$	(179,852)		$	(215,843)
1 Net income (loss) includes amounts attributable to non-controlling interests.

Cresco Labs Exhibit 99.1

Page 6 of 9

Cresco Labs Inc.
Unaudited Reconciliation of Gross Profit to Adjusted Gross Profit (Non-GAAP)
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended									For the Year Ended
($ in thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Revenues, net	$	188,237		$	190,559		$	199,580		$	770,885		$	842,681
Cost of goods sold1	92,091			96,919			111,876			408,519			435,668
Gross profit	$	96,146		$	93,640		$	87,704		$	362,366		$	407,013
Fair value mark-up for acquired inventory	—			—			—			—			5,466
Cost of goods sold adjustments for acquisition and other non-core costs	3,576			2,602			1,129			14,868			4,379
Adjusted gross profit (Non-GAAP)	$	99,722		$	96,242		$	88,833		$	377,234		$	416,858
Adjusted gross profit % (Non-GAAP)	53.0		%	50.5		%	44.5		%	48.9		%	49.5		%
1 Production (cultivation, manufacturing and processing) costs related to products sold during the period.

Cresco Labs Exhibit 99.1

Page 7 of 9

Cresco Labs Inc.
Summarized Consolidated Statements of Financial Position
As of December 31, 2023 and December 31, 2022
($ in thousands)	December 31, 2023		December 31, 2022
Cash, cash equivalents and restricted cash	$	108,520	$	121,510
Other current assets	169,567		204,536
Property and equipment, net	368,308		379,722
Intangible assets, net	296,966		407,590
Goodwill	279,697		330,555
Other non-current assets	135,409		139,779
Total assets	$	1,358,467	$	1,583,692
Total current liabilities	$	200,242	$	255,865
Total non-current liabilities	730,158		740,144
Total shareholders’ equity	428,067		587,683
Total liabilities and shareholders’ equity	$	1,358,467	$	1,583,692

Cresco Labs Exhibit 99.1

Page 8 of 9

Cresco Labs Inc.
Unaudited Reconciliation of SG&A to Adjusted SG&A (Non-GAAP)
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended						For the Year Ended
($ in thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Selling, general and administrative	$	56,767	$	62,484	$	80,193	$	261,710	$	310,353
Adjustments for acquisition and other non-core costs	2,242		5,458		12,168		21,175		35,186
Adjusted SG&A (Non-GAAP)	$	54,525	$	57,026	$	68,025	$	240,535	$	275,167

Cresco Labs Inc.
Unaudited Reconciliation of Net Income to Adjusted EBITDA (Non-GAAP)
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and  Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended						For the Year Ended
($ in thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Net income (loss)1	$	4,868	$	(113,445)	$	(180,623)	$	(179,852)	$	(215,843)
Depreciation and amortization	20,252		15,297		14,462		62,512		51,930
Interest expense, net	14,331		11,764		15,904		60,819		57,837
Income tax expense (benefit)	7,950		(5,746)		23,761		32,950		88,938
EBITDA (Non-GAAP)	$	47,401	$	(92,130)	$	(126,496)	$	(23,571)	$	(17,138)
Other income, net	(50)		(329)		(2,521)		(1,740)		(15,227)
Fair value mark-up for acquired inventory	—		—		—		—		5,466
Adjustments for acquisition and other non-core costs	4,434		7,942		12,714		31,570		35,732
Impairment loss	24		129,491		140,655		151,017		140,655
Share-based compensation	3,017		4,072		5,271		16,356		23,221
Adjusted EBITDA (Non-GAAP)	$	54,826	$	49,046	$	29,623	$	173,632	$	172,709
1 Net income (loss) includes amounts attributable to non-controlling interests.

Cresco Labs Exhibit 99.1

Page 9 of 9

Cresco Labs Inc.
Summarized Consolidated Statements of Cash Flows
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended							For the Year Ended
($ in thousands)		December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
		(unaudited)		(unaudited)		(unaudited)
Net cash (used in) provided by operating activities		$	(3,301)	$	40,622	$	3,631	$	58,564	$	18,741
Net cash provided by (used in) investing activities		2,609		(12,476)		(12,454)		(44,585)		(36,577)
Net cash (used in) provided by financing activities		(3,782)		10,052		(2,031)		(26,907)		(86,643)
Effect of foreign currency exchange rate changes on cash and cash equivalents		(22)		7		44		(62)		(113)
Net change in cash and cash equivalents and restricted cash		$	(4,496)	$	38,205	$	(10,810)	$	(12,990)	$	(104,592)
Cash and cash equivalents and restricted cash, beginning of period		113,016		74,811		132,320		121,510		226,102
Cash and cash equivalents and restricted cash, end of period		$	108,520	$	113,016	$	121,510	$	108,520	$	121,510

Cresco Labs Inc.
Unaudited Reconciliation of Operating Cash Flow to Free Cash Flow (Non-GAAP)
For the Three Months Ended December 31, 2023, September 30, 2023 and December 31, 2022
and Years Ended December 31, 2023 and December 31, 2022
	For the Three Months Ended						For the Year Ended
($ in thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Net cash (used in) provided by operating activities	$	(3,301)	$	40,622	$	3,631	$	58,564	$	18,741
Purchases of property and equipment	(4,818)		(12,452)		(13,132)		(55,385)		(83,026)
Proceeds from tenant improvement allowances	1,147		733		475		2,594		4,213
Free Cash Flow (Non-GAAP)	$	(6,972)	$	28,903	$	(9,026)	$	5,773	$	(60,072)