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

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2024

 

 

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40478	86-1832801
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4800 N. Scottsdale Road Suite 2300
Scottsdale, Arizona				85251
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 602 767-2100

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		LFST		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On February 28, 2024, LifeStance Health Group, Inc. ("LifeStance Health Group", "LifeStance" or the "Company") issued a press release announcing its results of operations for the fourth quarter and full year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into LifeStance Health Group's filings with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

A slide presentation, which includes supplemental information related to LifeStance Health Group, is furnished as Exhibit 99.2. The information furnished under Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into LifeStance Health Group's filings with the SEC under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit		Description
99.1		Press Release dated February 28, 2024.
99.2		Slide presentation providing supplemental information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

			LifeStance Health Group, Inc.
Date:	February 28, 2024	By:	/s/ David Bourdon
			David Bourdon Chief Financial Officer and Treasurer (principal financial and accounting officer)

 

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Exhibit 99.1

 

Investor Relations Contact

Monica Prokocki

VP of Finance & Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports Fourth Quarter and Full Year 2023 Results

 

SCOTTSDALE, Ariz. – February 28, 2024 – LifeStance Health Group, Inc. (Nasdaq: LFST), one of the nation’s largest providers of outpatient mental healthcare, today announced financial results for the fourth quarter and full year ended December 31, 2023.

(All results compared to prior-year comparative period, unless otherwise noted)

2023 Highlights and 2024 Outlook

“I am encouraged by the progress made in 2023, the first year of our two-year plan to fortify the foundation of the business,” said Ken Burdick, Chairman and CEO of LifeStance. “We remain focused on operational improvements, profitable growth, and disciplined capital deployment. Our 2024 guidance reflects the strong positive momentum of the organization. We look forward to continuing to invest in the patient and clinician experience while at the same time delivering margin expansion and positive free cash flow.”

Financial Highlights
		Q4 2023				Q4 2022				Y/Y					FY 2023				FY 2022				Y/Y
(in millions)
Total revenue		$	280.6			$	229.4				22	%			$	1,055.7			$	859.5				23	%
Loss from operations			(32.3	)			(46.0	)			(30	%)				(189.1	)			(210.2	)			(10	%)
Center Margin			83.3				62.7				33	%				302.1				237.0				27	%
Net loss			(45.0	)			(46.7	)			(4	%)				(186.3	)			(215.6	)			(14	%)
Adjusted EBITDA			20.3				10.2				99	%				59.0				52.7				12	%
As % of Total revenue:
Loss from operations			(11.5	%)			(20.1	%)								(17.9	%)			(24.5	%)
Center Margin			29.7	%			27.3	%								28.6	%			27.6	%
Net loss			(16.0	%)			(20.4	%)								(17.6	%)			(25.1	%)
Adjusted EBITDA			7.2	%			4.4	%								5.6	%			6.1	%

 

(All results compared to prior-year period, unless otherwise noted)

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Balance Sheet, Cash Flow and Capital Allocation

For the year ended December 31, 2023, LifeStance used $16.9 million cash flow from operations, including positive $16.8 million generated by cash flow from operations during the fourth quarter of 2023. The Company ended the fourth quarter with cash of $78.8 million and net long-term debt of $280.3 million.

2024 Guidance

LifeStance is providing the following initial outlook for 2024:

 

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, February 28, 2024 at 8:30 a.m. Eastern Time to discuss the fourth quarter and full year 2023 results. Investors who wish to participate in the call should dial 1-800-715-9871, domestically, or 1-646-307-1963, internationally, approximately 10 minutes before the call begins and provide conference ID number 7685503 or ask to be joined into the LifeStance call. A real-time audio webcast can be accessed via the Events and Presentations section of the LifeStance Investor Relations website (https://investor.lifestance.com), where related materials will be posted prior to the conference call.

About LifeStance Health Group, Inc.

Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable, and personalized mental healthcare. LifeStance employs approximately 6,600 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 33 states and more than 550 centers. To learn more, please visit www.LifeStance.com.

We routinely post information that may be important to investors on the “Investor Relations” section of our website at investor.lifestance.com. We encourage investors and potential investors to consult our website regularly for important information about us.

Forward-Looking Statements

Statements in this press release and on the related teleconference that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements. These statements include, but are not limited to, statements with respect to: full year and first quarter guidance and management's related assumptions; the Company’s financial position; business plans and objectives; operating results; working capital and liquidity; and other statements contained in this press release that are not historical facts. When used in this press release and on the related teleconference, words such as “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our ability to recruit new clinicians and retain existing clinicians; if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with supported practices, which we do not own, to provide health care services, and our business would be

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harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; actual or anticipated changes or fluctuations in our results of operations; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” included in the reports we have filed or will file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent filings made with the Securities and Exchange Commission. LifeStance does not undertake to update any forward-looking statements made in this press release to reflect any change in management's expectations or any change in the assumptions or circumstances on which such statements are based, except as otherwise required by law.

Non-GAAP Financial Information

This press release contains certain non-GAAP financial measures, including Center Margin, Adjusted EBITDA, and Adjusted EBITDA margin. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included at the end of this release. Management believes these non-GAAP financial measures are useful in evaluating the Company’s operating performance, and may be helpful to securities analysts, institutional investors and other interested parties in understanding the Company’s operating performance and prospects. This press release also refers to Free Cash Flow, which is calculated as net cash (used in) provided by operating activities less purchases of property and equipment. Management believes Free Cash Flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our operations that, after investments in property and equipment, can be used for future growth. These non-GAAP financial measures, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Therefore, the Company’s non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP, such as net loss or loss from operations.

Center Margin and Adjusted EBITDA anticipated for the first quarter of 2024 and full year 2024 are calculated in a manner consistent with the historical presentation of these measures at the end of this release. Reconciliation for the forward-looking first quarter of 2024 and full year 2024 Center Margin, Adjusted EBITDA guidance and Free Cash Flow is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. As such, LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.

Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results.

# # # #

 

Consolidated Financial Information and Reconciliations

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CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)

 

 

 

		December 31,
		2023				2022
CURRENT ASSETS
Cash and cash equivalents		$	78,824			$	108,621
Patient accounts receivable, net			125,405				100,868
Prepaid expenses and other current assets			21,502				23,734
Total current assets			225,731				233,223
NONCURRENT ASSETS
Property and equipment, net			188,222				194,189
Right-of-use assets			170,703				199,431
Intangible assets, net			221,072				263,294
Goodwill			1,293,346				1,272,939
Other noncurrent assets			10,895				10,795
Total noncurrent assets			1,884,238				1,940,648
Total assets		$	2,109,969			$	2,173,871
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	7,051			$	12,285
Accrued payroll expenses			102,478				75,650
Other accrued expenses			35,012				30,428
Current portion of contingent consideration			8,169				15,876
Operating lease liabilities, current			46,475				38,824
Other current liabilities			3,688				2,936
Total current liabilities			202,873				175,999
NONCURRENT LIABILITIES
Long-term debt, net			280,285				225,079
Operating lease liabilities, noncurrent			181,357				212,586
Deferred tax liability, net			15,572				38,701
Other noncurrent liabilities			952				2,783
Total noncurrent liabilities			478,166				479,149
Total liabilities		$	681,039			$	655,148
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock – par value $0.01 per share; 25,000 shares authorized as of    December 31, 2023 and December 31, 2022; 0 shares issued and outstanding as    of December 31, 2023 and December 31, 2022			—				—
Common stock – par value $0.01 per share; 800,000 shares authorized as of    December 31, 2023 and December 31, 2022; 378,725 and 375,964 shares    issued and outstanding as of December 31, 2023 and December 31, 2022,    respectively			3,789				3,761
Additional paid-in capital			2,183,684				2,084,324
Accumulated other comprehensive income			2,303				3,274
Accumulated deficit			(760,846	)			(572,636	)
Total stockholders' equity			1,428,930				1,518,723
Total liabilities and stockholders’ equity		$	2,109,969			$	2,173,871

 

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consolidated statements of operations and comprehensive loss

(unaudited)

(In thousands, except for Net Loss per Share)

 

		Year Ended December 31,
		2023				2022				2021
TOTAL REVENUE		$	1,055,665			$	859,542			$	667,511
OPERATING EXPENSES
Center costs, excluding depreciation and amortization   shown separately below			753,569				622,525				466,003
General and administrative expenses			410,793				377,993				433,725
Depreciation and amortization			80,437				69,198				54,136
Total operating expenses		$	1,244,799			$	1,069,716			$	953,864
LOSS FROM OPERATIONS		$	(189,134	)		$	(210,174	)		$	(286,353	)
OTHER EXPENSE
Gain (loss) on remeasurement of contingent consideration			3,972				(1,688	)			(2,610	)
Transaction costs			(89	)			(722	)			(3,762	)
Interest expense, net			(21,220	)			(19,928	)			(38,911	)
Other expense			(112	)			(218	)			(1,469	)
Total other expense		$	(17,449	)		$	(22,556	)		$	(46,752	)
LOSS BEFORE INCOME TAXES			(206,583	)			(232,730	)			(333,105	)
INCOME TAX BENEFIT			20,321				17,166				25,908
NET LOSS		$	(186,262	)		$	(215,564	)		$	(307,197	)
Accretion of Redeemable Class A units			—				—				(36,750	)
NET LOSS AVAILABLE TO COMMON    STOCKHOLDERS/MEMBERS		$	(186,262	)		$	(215,564	)		$	(343,947	)
NET LOSS PER SHARE, BASIC AND DILUTED			(0.51	)			(0.61	)			(1.05	)
Weighted-average shares used to compute basic and diluted   net loss per share			367,457				355,278				327,523
NET LOSS		$	(186,262	)		$	(215,564	)		$	(307,197	)
OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized (losses) gains on cash flow hedge, net of tax			(971	)			3,274				—
COMPREHENSIVE LOSS		$	(187,233	)		$	(212,290	)		$	(307,197	)

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

		Year Ended December 31,
		2023				2022				2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(186,262	)		$	(215,564	)		$	(307,197	)
Adjustments to reconcile net loss to net cash (used in) provided by operating    activities:
Depreciation and amortization			80,437				69,198				54,136
Non-cash operating lease costs			39,987				38,161				—
Stock and unit-based compensation			99,388				187,430				259,439
Deferred income taxes			(21,920	)			(16,733	)			(26,945	)
Loss on debt extinguishment			—				3,380				14,440
Amortization of discount and debt issue costs			2,101				1,949				1,797
(Gain) loss on remeasurement of contingent consideration			(3,972	)			1,688				2,610
Other, net			7,080				218				—
Endowment of shares to LifeStance Health Foundation			—				—				9,000
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net			(24,175	)			(21,663	)			(24,213	)
Prepaid expenses and other current assets			(3,070	)			(3,431	)			(29,121	)
Accounts payable			(5,605	)			7,667				623
Accrued payroll expenses			26,484				12,100				15,265
Operating lease liabilities			(37,564	)			(13,169	)			—
Other accrued expenses			10,207				1,558				39,586
Net cash (used in) provided by operating activities		$	(16,884	)		$	52,789			$	9,420
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment			(40,520	)			(79,255	)			(94,492	)
Acquisitions of businesses, net of cash acquired			(19,820	)			(60,206	)			(99,584	)
Net cash used in investing activities		$	(60,340	)		$	(139,461	)		$	(194,076	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters    discounts and commissions and deferred offering costs			—				—				548,905
Issuance of common units to new investors			—				—				1,000
Proceeds from long-term debt, net of discount			57,753				257,324				98,800
Payments of debt issue costs			(188	)			(7,266	)			(2,360	)
Payments of long-term debt			(2,470	)			(187,766	)			(311,390	)
Prepayment for debt paydown			—				(1,609	)			(8,820	)
Payments of contingent consideration			(7,668	)			(12,515	)			(12,279	)
Taxes related to net share settlement of equity awards			—				(904	)			—
Net cash provided by financing activities		$	47,427			$	47,264			$	313,856
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(29,797	)			(39,408	)			129,200
Cash and Cash Equivalents - Beginning of period			108,621				148,029				18,829
CASH AND CASH EQUIVALENTS – END OF PERIOD		$	78,824			$	108,621			$	148,029
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net		$	21,044			$	14,365			$	22,415
Cash paid for taxes, net of refunds		$	80			$	2,237			$	1,093
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND    FINANCING ACTIVITIES
Equipment financed through finance leases		$	—			$	363			$	1,438
Contingent consideration incurred in acquisitions of businesses		$	1,985			$	11,221			$	10,685
Acquisition of property and equipment included in liabilities		$	3,827			$	7,891			$	15,845
Surrender of common stock		$	—			$	982			$	—
Issuance of common units for acquisitions of businesses		$	—			$	—			$	1,486
Taxes related to net share settlement of equity awards included in    liabilities		$	—			$	—			$	441

 

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RECONCILIATION OF loss FROM OPERATIONS TO CENTER MARGIN

		Year Ended December 31,
		2023				2022				2021
(in thousands)
Loss from operations		$	(189,134	)		$	(210,174	)		$	(286,353	)
Adjusted for:
Depreciation and amortization			80,437				69,198				54,136
General and administrative expenses (1)			410,793				377,993				433,725
Center Margin		$	302,096			$	237,017			$	201,508

 

RECONCILIATION OF NET loss TO ADJUSTED EBITDA

		Year Ended December 31,
		2023				2022				2021
(in thousands)
Net loss		$	(186,262	)		$	(215,564	)		$	(307,197	)
Adjusted for:
Interest expense, net			21,220				19,928				38,911
Depreciation and amortization			80,437				69,198				54,136
Income tax benefit			(20,321	)			(17,166	)			(25,908	)
(Gain) loss on remeasurement of contingent consideration			(3,972	)			1,688				2,610
Stock and unit-based compensation expense			99,388				187,430				259,439
Management fees (1)			—				—				1,445
Loss on disposal of assets			112				218				24
Transaction costs (2)			89				722				3,762
Offering related costs (3)			—				—				8,747
Endowment to the LifeStance Health Foundation			—				—				10,000
Executive transition costs			636				1,274				—
Litigation costs (4)			51,034				851				—
Strategic initiatives (5)			3,925				—				—
Real estate optimization and restructuring charges (6)			10,970				—				—
Other expenses (7)			1,786				4,091				3,185
Adjusted EBITDA		$	59,042			$	52,670			$	49,154

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ReimaginingMental Health Q4 2023 Earnings Presentation • February 28, 2024 Exhibit 99.2

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Forward-Looking Statements DISCLAIMERS Cautionary Note Regarding Forward-Looking Statements This presentation and related oral statements, including during any question and answer portion of the presentation, contain forward-looking statements about LifeStance Health Group, Inc. and its subsidiaries (“LifeStance”) and the industry in which LifeStance operates, including statements regarding: full-year and first-quarter guidance and management’s related assumptions; the Company's financial position; business plans and objectives; including capital allocation; operating results; working capital and liquidity; and other statements contained in this presentation that are not historical facts. These statements are subject to known and unknown uncertainties and contingencies outside of LifeStance's control and which are largely based on our current expectations and projections about future events and financial trends that we believe may affect LifeStance's financial condition, results of operations, business strategy, and prospects. LifeStance's actual results, events, or circumstances may differ materially from these statements. Forward-looking statements include all statements that are not historical facts. Words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions, including, among other things: we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our ability to recruit new clinicians and retain existing clinicians; if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with supported practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business; if our or our vendors' security measures fail or are breached and unauthorized access to our employees', patients' or partners' data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; actual or anticipated changes or fluctuations in our results of operations; our existing indebtedness could adversely affect our business and growth prospects; and the other factors set forth in our filings with the Securities and Exchange Commission. The forward-looking statements, together with statements relating to our past performance, should not be regarded as a reliable indicator of our future performance. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as may be required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future mergers, dispositions, joint ventures, or investments. Use of Non-GAAP Financial Measures In addition to financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP financial measures, including Center Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow. These non-GAAP measures are in addition to, and not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The non-GAAP financial measures used by LifeStance may differ from the non-GAAP financial measures used by other companies. A reconciliation of these measures to the most directly comparable U.S. GAAP measure is included in the Appendix to these slides or as otherwise described in these slides. Market and Industry Data This presentation also contains information regarding our market and industry that is derived from third-party research and publications. This information involves a number of assumptions and limitations. Forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors.

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LifeStance: Reimagining Mental Healthcare Building the Leading Outpatient Mental Health Platform Increasing access to trusted, affordable, and personalized mental healthcare A truly healthy society where mental and physical healthcare are unified to make lives better OUR VISION OUR MISSION Tech-enabled platform supporting hybrid model of virtual and in-person care In-network reimbursement providing affordable access to high-quality care National platform with unmatched scale Multidisciplinary clinician model composed of W-2 employed psychiatrists, APNs, psychologists & therapists 6,645Clinicians 18% Y/Y Growth $1,056M Revenue | TTM 23% Y/Y Growth 6.9M Visits | TTM 550+ Centers in 33 States 1 2 3 4 *Note: Unless otherwise stated, data is as of December 31, 2023

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Q4 and FY 2023 Highlights Q4 Revenue of $280.6 million increased 22% year-over-yearFY Revenue of $1,056 million increased 23% year-over-year Total clinicians of 6,645, +18% Y/Y; 1,014 net clinician adds in 2023 and 227 net clinician adds in Q4 Q4 Visit Volumes of 1.8 million, +20% Y/Y; FY Visit Volumes of 6.9 million, +20% Y/Y Q4 Center Margin of $83.3 million, or 29.7% as a percentage of revenueFY Center Margin of $302.1 million, or 28.6% as a percentage of revenue Q4 Adjusted EBITDA of $20.3 million, or 7.2% as a percentage of revenueFY Adjusted EBITDA of $59.0 million, or 5.6% as a percentage of revenue Ended Q4 with a cash position of $78.8 million Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.

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Clinicians Q4 2023 Results Adjusted EBITDA (in $M) Center Margin (in $M) Revenue (in $M) 4.4% 7.2% 27.3% 29.7% Center Margin (% of total revenue) +33% +22% +18% +99% Adj. EBITDA (% of total revenue) Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. Amounts are unaudited.

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Quarterly Trends Clinicians Adjusted EBITDA (in $M) Adj. EBITDA (% of total revenue) Center Margin (in $M) Revenue (in $M) Center Margin (% of total revenue) 27.3% 27.6% 28.1% 29.0% 29.7% 4.4% 4.0% 5.4% 5.6% 7.2% Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. Amounts are unaudited.

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Balance Sheet, Cash Flow, and Capital Allocation *Long-Term Debt is Net of Current Portion and Unamortized Discount and Debt Issue Costs Balance Sheet & Cash Flow Capital Allocation Evolving from purely growth mindset to balanced set of objectives that include operational excellence, profitable growth, and disciplined capital deployment $280M Net Long-term Debt* Cash & Cash Equivalents $79M ($17M) Operating Cash Flow (YTD) $41M Capital Expenditures (YTD) De Novos Selective deployment to enable clinician and market growth Opened 12 de novos in Q4 and 35 in FY23 Acquisitions Completed 3 acquisitions in 2023 No M&A anticipated in 2024

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2024 Guidance (All $ in M) FY 2024 Q1 2024 Revenue $1,190 – $1,240 $287 – $307 Center Margin $345 – $365 $81 – $93 Adj. EBITDA $80 – $90 $17 – $23 Free Cash Flow Positive Note: Center Margin and Adjusted EBITDA anticipated for first quarter of 2024 and full year 2024 are calculated in a manner consistent with the historical presentation of these measures in the Appendix to this presentation. Reconciliation for the forward- looking first quarter of 2024 and full year 2024 Center Margin, Adjusted EBITDA guidance and Free Cash Flow is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results. Planning Assumptions Assumes no more than 20 de novo center openings Assumes no M&A spend in 2024

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Appendix

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2023 2023 2022 ($M) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total revenue $280.6 $262.9 $259.6 $252.6 $229.4 $217.6  $209.5   $203.1    Operating expenses     Center costs, excluding depreciation and amortization 197.3 186.7 186.6 183.0 166.7 157.3  149.7   148.9  General and administrative expenses 93.4 130.9 101.9 84.6 89.8 81.2  103.6   103.4  Depreciation and amortization 22.2 19.6 19.5 19.1 18.9 17.9  16.7   15.7  Loss from operations (32.3) (74.4) (48.4) (34.1) (46.0) (38.8)  (60.5)  (64.9) Other expense (Loss) gain on remeasurement of contingent consideration (0.5) 1.9 1.5 1.0 (2.2) 1.2  (0.2)  (0.4) Transaction costs — — (0.0) (0.1) (0.2) (0.2)  (0.0)  (0.3) Interest expense, net (5.5) (5.5) (5.1) (5.1) (5.2) (4.2)  (7.1)  (3.4) Other expense (0.0) (0.0) (0.0) (0.0) (0.1) (0.1) —         — Total other expense (6.0) (3.6) (3.6) (4.2) (7.7) (3.4)  (7.3)  (4.2) Loss before income taxes (38.3) (78.0) (52.0) (38.3) (53.7) (42.2)  (67.8)  (69.0) Income tax (provision) benefit (6.6) 16.4 6.5 4.0 7.1  4.4   (0.9)   6.7  Net loss ($45.0) ($61.6) ($45.5) ($34.2) ($46.7)  ($37.9)  ($68.7)  ($62.3) Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (2.1) 0.2 2.1 (1.3) 0.1 3.2 — — Comprehensive loss ($47.0) ($61.4) ($43.3) ($35.5) ($46.6) ($34.7) ($68.7) ($62.3) Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited. Quarterly Statements of Operations and Comprehensive Loss

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Quarterly GAAP to Non-GAAP Reconciliations – Center Margin 2023 2023 2023 2022 ($M) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Loss from operations ($32.3) ($74.4) ($48.4) ($34.1) ($46.0) ($38.8) ($60.5) ($64.9)         Adjusted for:         Depreciation and amortization 22.2 19.6 19.5 19.1 18.9 17.9 16.7 15.7 General and administrative expenses (1) 93.4 130.9 101.9 84.6 89.8 81.2 103.6 103.4 Center Margin $83.3 $76.2 $73.0 $69.6 $62.7 $60.3 $59.8 $54.2 Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited. (1) Represents salaries, wages and employee benefits for our executive leadership, finance, human resources, marketing, billing and credentialing support and technology infrastructure and stock-based compensation for all employees. 

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Quarterly GAAP to Non-GAAP Reconciliations – Adjusted EBITDA   2023 2023 2022 ($M) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q1   Net loss ($45.0) ($61.6) ($45.5) ($34.2) ($46.7) ($37.9) ($68.7) ($62.3) ($62.3)           Adjusted for:         Interest expense, net 5.5 5.5 5.1 5.1 5.2 4.2 7.1 3.4 3.4 Depreciation and amortization 22.2 19.6 19.5 19.1 18.9 17.9 16.7 15.7 15.7 Income tax provision (benefit) 6.6 (16.4) (6.5) (4.0) (7.1) (4.4) 0.9 (6.7) (6.7) Loss (gain) on remeasurement of contingent consideration 0.5 (1.9) (1.5) (1.0) 2.2 (1.2) 0.2 0.4 0.4 Stock-based compensation 20.9 21.5 33.1 23.9 35.2 34.9 57.5 59.9 59.9 Loss on disposal of assets 0.0 0.0 0.0 0.0 0.1 0.1 — - — Transaction costs (1) — — 0.0 0.1 0.2 0.2 0.0 0.3 0.3 Executive transition costs — 0.1 0.4 0.2 0.8 0.5 — - — Litigation costs (2) 1.8 45.4 3.4 0.4 0.7 0.1 — - — Strategic initiatives (3) 0.7 0.8 2.0 0.4 — — — — Real estate optimization and restructuring charges (4) 6.0 1.3 3.7 — — — — — Other expenses (5) 1.0 0.2 0.3 0.3 0.6 0.9 0.9 1.8 1.8 Adjusted EBITDA $20.3 $14.6 $14.1 $10.1 $10.2 $15.4 $14.6 $12.5 $12.5     Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited.   (1) Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions. (2) Litigation costs include only those costs which are considered non-recurring and outside of the ordinary course of business based on the following considerations, which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) the complexity of the case (e.g., complex class action litigation), (iii) the nature of the remedy(ies) sought, including the size of any monetary damages sought, (iv) the counterparty involved, and (v) our overall litigation strategy. During the year ended December 31, 2023, litigation costs included cash expenses related to three distinct litigation matters, including (x) a securities class action litigation, (y) a privacy class action litigation and (z) a compensation model class action litigation. (3) Strategic initiatives consist of expenses directly related to a multi-phase system upgrade in connection with our recent and significant expansion. During the year ended December 31, 2023, we continued a process of evaluating and adopting three critical enterprise-wide systems for (i) human resources management, (ii) clinician credentialing and onboarding process and (iii) a scalable electronic health resources system. Strategic initiatives represents costs, such as third-party consulting costs and one-time costs, that are not part of our ongoing operations related to these enterprise-wide systems. We considered the frequency and scale of this multi-part enterprise upgrade when determining that the expenses were not normal, recurring operating expenses. (4) Real estate optimization and restructuring charges consist of cash expenses and non-cash charges related to our real estate optimization initiative, which include certain asset impairment and disposal costs, certain gains and losses related to early lease terminations, and exit and disposal costs related to our real estate optimization initiative to consolidate our physical footprint. As the decision to close these centers was part of a significant strategic project driven by a historic shift in behavior, the magnitude of center closures has been and is expected to be greater than what would be expected as part of ordinary business operations and do not constitute normal recurring operating activities. (5) Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are supported practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration and other are components of general and administrative expenses included in our unaudited consolidated statements operations and comprehensive loss. Former owner fees is a component of center costs, excluding depreciation and amortization included in our unaudited consolidated statements of operations and comprehensive loss.

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2023 2023 2023 2022 ($M) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Key Metrics Clinicians 6,645 6,418 6,132 5,961 5,631 5,431 5,226 4,989       Total Revenue $280.6 $262.9 $259.6 $252.6 $229.4 $217.6 $209.5 $203.1         Center costs, excluding depreciation and amortization 197.3 186.7 186.6 183.0 166.7 157.3 149.7 148.9 Center Margin (Non-GAAP) $83.3 $76.2 $73.0 $69.6 $62.7 $60.3 $59.8 $54.2 % Margin 29.7% 29.0% 28.1% 27.6% 27.3% 27.7% 28.5% 26.7%       General and administrative expenses 93.4 130.9 101.9 84.6 89.8 81.2 103.6 103.4 Depreciation and amortization 22.2 19.6 19.5 19.1 18.9 17.9 16.7 15.7 Loss from operations (32.3) (74.4) (48.4) (34.1) (46.0) (38.8) (60.5) (64.9)       Other (expenses) income       Other (expense) income (12.7) 12.8 2.9 (0.1) (0.6) 1.0 (8.3) 2.5 Net loss ($45.0) ($61.6) ($45.5) ($34.2) ($46.7) ($37.9) ($68.7) ($62.3)         Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (2.1) 0.2 2.1 (1.3) 0.1 3.2 — — Comprehensive loss ($47.0) ($61.4) ($43.3) ($35.5) ($46.6) ($34.7) ($68.7) ($62.3) Adjusted EBITDA build       Net loss (45.0) (61.6) (45.5) (34.2) (46.7) (37.9) (68.7) (62.3) Interest expense, net 5.5 5.5 5.1 5.1 5.2 4.2 7.1 3.4 Depreciation and amortization 22.2 19.6 19.5 19.1 18.9 17.9 16.7 15.7 Income tax provision (benefit) 6.6 (16.4) (6.5) (4.0) (7.1) (4.4) 0.9 (6.7) Loss (gain) on remeasurement of contingent consideration 0.5 (1.9) (1.5) (1.0) 2.2 (1.2) 0.2 0.4 Stock-based compensation 20.9 21.5 33.1 23.9 35.2 34.9 57.5 59.9 Loss on disposal of assets 0.0 0.0 0.0 0.0 0.1 0.1 — — Transaction costs — — 0.0 0.1 0.2 0.2 0.0 0.3 Executive transition costs — 0.1 0.4 0.2 0.8 0.5 — — Litigation costs 1.8 45.4 3.4 0.4 0.7 0.1 — — Strategic initiatives 0.7 0.8 2.0 0.4 — — — — Real estate optimization and restructuring charges 6.0 1.3 3.7 — — — — — Other expenses 1.0 0.2 0.3 0.3 0.6 0.9 0.9 1.8 Adjusted EBITDA (Non-GAAP) $20.3 $14.6 $14.1 $10.1 $10.2 $15.4 $14.6 $12.5 % Margin 7.2% 5.6% 5.4% 4.0% 4.4% 7.1% 7.0% 6.2% Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited. Non-GAAP Financial Metrics

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  2023 2023 2022 ($M)   Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1  Current assets    Cash and cash equivalents   78.8 42.6 79.6 68.3 108.6 90.3 96.7 114.0 Patient accounts receivable, net   125.4 149.7 121.8 118.4 100.9 113.3 99.7 95.0 Prepaid expenses and other current assets   21.5 71.9 36.5 25.8 23.7 49.0 47.9 54.3 Total current assets   225.7 264.3 237.9 212.5 233.2 252.6 244.3 263.3 Property and equipment, net   188.2 190.1 193.1 193.5 194.2 193.4 190.7 170.9 Right-of-use assets   170.7 180.7 191.4 196.2 199.4 — — — Intangible assets, net   221.1 233.6 243.8 254.0 263.3 272.5 282.1 291.2 Goodwill   1,293.3 1,293.4 1,293.5 1,293.6 1,272.9 1,249.8 1,243.7 1,229.3 Other noncurrent assets   10.9 13.0 11.2 8.8 10.8 11.4 7.9 3.7 Total noncurrent assets   1,884.2 1,910.8 1,933.0 1,946.1 1,940.6 1,727.1 1,724.4 1,695.1 Total assets   $2,110.0 $2,175.1 $2,170.9 $2,158.6 $2,173.9 $1,979.7 $1,968.7 $1,958.4 Accounts payable   7.1 10.4 8.0 7.7 12.3 7.9 12.9 15.1 Accrued payroll expenses   102.5 83.6 81.1 83.7 75.7 61.6 61.2 73.2 Other accrued expenses   35.0 91.0 34.3 32.0 30.4 29.3 26.2 21.8 Current portion of contingent consideration   8.2 9.0 10.5 13.3 15.9 10.8 9.0 13.5 Operating lease liabilities, current   46.5 43.6 43.4 41.6 38.8 — — — Other current liabilities   3.7 3.3 3.3 2.8 2.9 2.6 2.2 2.0 Total current liabilities   202.9 240.9 180.9 181.1 176.0 112.3 111.5 125.6 Long-term debt, net   280.3 248.4 248.7 224.8 225.1 212.0 203.4 177.4 Operating lease liabilities, noncurrent 181.4 191.5 205.6 207.9 212.6 — — — Contingent consideration, net of current portion — — — — — 1.5 3.7 1.1 Deferred tax liability, net   15.6 38.4 38.3 37.6 38.7 55.4 54.3 54.3 Other noncurrent liabilities 1.0 0.9 2.6 2.1 2.8 67.0 64.5 57.5 Total noncurrent liabilities   478.2 479.1 495.2 472.3 479.1 335.9 325.8 290.3 Total liabilities    $681.0 $720.0 $676.0 $653.4 $655.1 $448.2 $437.4 $415.9 Common stock   3.8 3.8 3.8 3.8 3.8 3.8 3.8 3.7 Additional paid-in capital   2,183.7 2,162.8 2,141.2 2,108.2 2,084.3 2,050.5 2,015.7 1,958.2 Accumulated other comprehensive income 2.3 4.4 4.2 2.0 3.3 3.2 — — Accumulated deficit   (760.8) (715.9) (654.3) (608.8) (572.6) (526.0) (488.1) (419.4) Total stockholders’ equity   1,428.9 1,455.0 1,494.9 1,505.1 1,518.7 1,531.5 1,531.3 1,542.5 Total liabilities and stockholders’ equity   $2,110.0 $2,175.1 $2,170.9 $2,158.6 $2,173.9 $1,979.7 $1,968.7 $1,958.4   Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.     Quarterly Balance Sheets

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Statements of Cash Flows ($M) 2023 FY 2022 FY CASH FLOWS FROM OPERATING ACTIVITIES Net loss ($186.3) ($215.6) Adjustments to reconcile net loss to net cash (used in) provided by operating activities:    Depreciation and amortization 80.4 69.2 Non-cash operating lease costs 40.0 38.2 Stock-based compensation 99.4 187.4 Deferred income taxes (21.9) (16.7) Loss on debt extinguishment — 3.4 Amortization of discount and debt issue costs 2.1 1.9 (Gain) loss on remeasurement of contingent consideration (4.0) 1.7 Other, net 7.1 0.2 Change in operating assets and liabilities, net of businesses acquired: Patient accounts receivable, net (24.2) (21.7) Prepaid expenses and other current assets (3.1) (3.4) Accounts payable (5.6) 7.7 Accrued payroll expenses 26.5 12.1 Operating lease liabilities (37.6) (13.2) Other accrued expenses 10.2 1.6 Net cash (used in) provided by operating activities ($16.9) $52.8 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (40.5) (79.3) Acquisitions of businesses, net of cash acquired (19.8) (60.2) Net cash used in investing activities ($60.3) ($139.5) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt, net of discount 57.8 257.3 Payments of debt issue costs (0.2) (7.3) Payments of long-term debt (2.5) (187.8) Prepayment for debt paydown — (1.6) Payments of contingent consideration (7.7) (12.5) Taxes related to net share settlement of equity awards — (0.9) Net cash provided by financing activities $47.4 $47.3 NET DECREASE IN CASH AND CASH EQUIVALENTS ($29.8) ($39.4) Cash and Cash Equivalents - Beginning of period 108.6 148.0 CASH AND CASH EQUIVALENTS – END OF PERIOD $78.8 $108.6 Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.

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2023 2023 2023 2022 ($M) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Net cash provided by (used in) operating activities $16.8 ($25.4) ($0.4) ($7.9) $36.0 $5.7 $7.8 $3.3       Purchases of property and equipment ($11.4) ($9.8) ($11.6) ($7.7) ($10.4) ($15.1) ($25.9) ($27.9) Free Cash Flow $5.4 ($35.2) ($12.0) ($15.6) $25.6 ($9.4) ($18.1) ($24.6) We define FCF, a non-GAAP performance measure, as net cash provided by (used in) operating activities less purchases of property and equipment. We believe that FCF is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our operations that, after investments in property and equipment, can be used for future growth. FCF is presented for supplemental informational purposes only and has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. It is important to note that other companies, including companies in our industry, may not use this metric, may calculate metrics differently, or may use other financial measures to evaluate their liquidity, all of which could reduce the usefulness of this non-GAAP metrics as a comparative measure. The above table presents a reconciliation of net cash provided by (used in) operating activities to FCF, the most directly comparable financial measure calculated in accordance with GAAP. Amounts are unaudited. Quarterly GAAP to Non-GAAP Reconciliations – Free Cash Flow (FCF)

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Quarterly Visits and Total Revenue Per Visit 2023 2023 2023 2022 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total Revenue ($M) $280.6 $262.9 $259.6 $252.6 $229.4 $217.6 $209.5 $203.1 Total Visits (000s) 1,783 1,714 1,705 1,665 1,487 1,429  1,413  1,392 Total Revenue Per Visit (TRPV) $157.4 $153.4 $152.3 $151.7 $154.3 $152.3 $148.3 $145.9 Amounts are unaudited.