8-K
0001845257false00018452572024-11-072024-11-07

 

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): November 07, 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 2500

 

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.

 


Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, LifeStance Health Group, Inc. ("LifeStance Health Group", "LifeStance" or the "Company") issued a press release announcing its results of operations for the third quarter ended September 30, 2024. 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 November 7, 2024.

99.2

 

Slide presentation providing supplemental information.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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:

November 7, 2024

By:

/s/ David Bourdon

 

 

 

David Bourdon
Chief Financial Officer and Treasurer
(principal financial and accounting officer)

 


EX-99.1

 

Exhibit 99.1

 

Investor Relations Contact

Monica Prokocki

VP of Finance & Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports Third Quarter 2024 Results

 

SCOTTSDALE, Ariz. – November 7, 2024 – LifeStance Health Group, Inc. (Nasdaq: LFST), one of the nation’s largest providers of outpatient mental healthcare, today announced financial results for the third quarter ended September 30, 2024.

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

Q3 2024 Highlights and FY 2024 Outlook

Revenue of $312.7 million increased 19% compared to revenue of $262.9 million
Clinician base increased 13% to 7,269 clinicians, a sequential net increase of 285 in the third quarter
Third quarter visit volumes increased 15% to 2.0 million
Net loss of $6.0 million compared to net loss of $61.6 million
Adjusted EBITDA of positive $30.7 million compared to Adjusted EBITDA of positive $14.6 million
For full year 2024, raising revenue expectations to $1.228 billion to $1.248 billion; raising Center Margin expectations to $382 million to $398 million; raising Adjusted EBITDA expectations to $105 million to $115 million; and reiterating expectations for positive Free Cash Flow

“Thanks to the great work and resilience of the LifeStance team, we mitigated much of the rate pressure that was expected in the third quarter. This enabled us to surpass our expectations for the quarter and raise guidance for the full year,” said Ken Burdick, Chairman and CEO of LifeStance. “We are pleased with the performance thus far in 2024 and, as we look to 2025, will continue striving to meet our commitments as we have done for the past eight consecutive quarters.”

Financial Highlights

 

 

 

 

 

 

 

 

 

 

 

Q3 2024

 

 

Q3 2023

 

 

Y/Y

 

(in millions)

 

 

 

 

 

 

 

 

 

Total revenue

 

$

312.7

 

 

$

262.9

 

 

 

19

%

Income (loss) from operations

 

 

0.0

 

 

 

(74.4

)

 

 

(100

%)

Center Margin

 

 

100.4

 

 

 

76.2

 

 

 

32

%

Net loss

 

 

(6.0

)

 

 

(61.6

)

 

 

(90

%)

Adjusted EBITDA

 

 

30.7

 

 

 

14.6

 

 

 

110

%

As % of Total revenue:

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

0.0

%

 

 

(28.3

%)

 

 

 

Center Margin

 

 

32.1

%

 

 

29.0

%

 

 

 

Net loss

 

 

(1.9

%)

 

 

(23.4

%)

 

 

 

Adjusted EBITDA

 

 

9.8

%

 

 

5.6

%

 

 

 

 

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

Revenue grew 19% to $312.7 million. Strong revenue growth in the third quarter was driven primarily by improvements in total revenue per visit and higher visit volumes from net clinician growth.
Income from operations was $47 thousand. Net loss was $6.0 million.
Center Margin grew 32% to $100.4 million, or 32.1% of total revenue.
Adjusted EBITDA increased 110% to $30.7 million, or 9.8% of total revenue. Adjusted EBITDA as a percentage of revenue increased in the third quarter as a result of higher total revenue per visit, lower center costs as a percentage of revenue, and improved operating leverage from revenue growing faster than general and administrative expenses.

 


 

Balance Sheet, Cash Flow and Capital Allocation

For the nine months ended September 30, 2024, LifeStance provided $44.9 million cash flow from operations, including $22.7 million during the third quarter of 2024. The Company ended the third quarter with cash of $102.6 million and net long-term debt of $279.1 million.

2024 Guidance

LifeStance is providing the following outlook for 2024:

The Company is raising full year revenue to $1.228 billion to $1.248 billion; raising Center Margin to $382 million to $398 million; and raising Adjusted EBITDA to $105 million to $115 million. Additionally, the Company continues to expect to generate positive Free Cash Flow for the full year.
For the fourth quarter of 2024, the Company expects total revenue of $302.5 million to $322.5 million, Center Margin of $89 million to $105 million, and Adjusted EBITDA of $18 million to $28 million.

 

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, November 7, 2024 at 8:30 a.m. Eastern Time to discuss the third quarter 2024 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 2787723 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 healthcare 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 and its supported practices employ approximately 7,200 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 fourth 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 healthcare 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 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, 2023 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 provided by (used in) 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 income (loss) from operations.

Center Margin and Adjusted EBITDA anticipated for the fourth 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 fourth 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

 


 

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)

 

 

 

 

September 30, 2024

 

 

December 31, 2023

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

102,615

 

 

$

78,824

 

Patient accounts receivable, net

 

 

158,161

 

 

 

125,405

 

Prepaid expenses and other current assets

 

 

26,244

 

 

 

21,502

 

Total current assets

 

 

287,020

 

 

 

225,731

 

NONCURRENT ASSETS

 

 

 

 

 

 

Property and equipment, net

 

 

169,974

 

 

 

188,222

 

Right-of-use assets

 

 

154,835

 

 

 

170,703

 

Intangible assets, net

 

 

195,352

 

 

 

221,072

 

Goodwill

 

 

1,293,346

 

 

 

1,293,346

 

Other noncurrent assets

 

 

7,414

 

 

 

10,895

 

Total noncurrent assets

 

 

1,820,921

 

 

 

1,884,238

 

Total assets

 

$

2,107,941

 

 

$

2,109,969

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

7,282

 

 

$

7,051

 

Accrued payroll expenses

 

 

111,858

 

 

 

102,478

 

Other accrued expenses

 

 

43,291

 

 

 

35,012

 

Contingent consideration

 

 

2,500

 

 

 

8,169

 

Operating lease liabilities, current

 

 

48,959

 

 

 

46,475

 

Other current liabilities

 

 

3,624

 

 

 

3,688

 

Total current liabilities

 

 

217,514

 

 

 

202,873

 

NONCURRENT LIABILITIES

 

 

 

 

 

 

Long-term debt, net

 

 

279,055

 

 

 

280,285

 

Operating lease liabilities, noncurrent

 

 

158,679

 

 

 

181,357

 

Deferred tax liability, net

 

 

15,219

 

 

 

15,572

 

Other noncurrent liabilities

 

 

381

 

 

 

952

 

Total noncurrent liabilities

 

 

453,334

 

 

 

478,166

 

Total liabilities

 

$

670,848

 

 

$

681,039

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Preferred stock – par value $0.01 per share; 25,000 shares authorized as of
   September 30, 2024 and December 31, 2023; 0 shares issued and outstanding as
   of September 30, 2024 and December 31, 2023

 

 

 

 

 

 

Common stock – par value $0.01 per share; 800,000 shares authorized as of
   September 30, 2024 and December 31, 2023; 382,640 and 378,725 shares
   issued and outstanding as of September 30, 2024 and December 31, 2023,
   respectively

 

 

3,826

 

 

 

3,789

 

Additional paid-in capital

 

 

2,243,673

 

 

 

2,183,684

 

Accumulated other comprehensive income

 

 

771

 

 

 

2,303

 

Accumulated deficit

 

 

(811,177

)

 

 

(760,846

)

Total stockholders' equity

 

 

1,437,093

 

 

 

1,428,930

 

Total liabilities and stockholders’ equity

 

$

2,107,941

 

 

$

2,109,969

 

 

 


 

consolidated statements of operations and comprehensive loss

(unaudited)

(In thousands, except for Net Loss per Share)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

TOTAL REVENUE

 

$

312,722

 

 

$

262,895

 

 

$

925,490

 

 

$

775,062

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Center costs, excluding depreciation and amortization
  shown separately below

 

 

212,291

 

 

 

186,686

 

 

 

632,527

 

 

 

556,280

 

General and administrative expenses

 

 

85,269

 

 

 

130,945

 

 

 

269,356

 

 

 

317,425

 

Depreciation and amortization

 

 

15,115

 

 

 

19,621

 

 

 

56,279

 

 

 

58,220

 

Total operating expenses

 

$

312,675

 

 

$

337,252

 

 

$

958,162

 

 

$

931,925

 

INCOME (LOSS) FROM OPERATIONS

 

$

47

 

 

$

(74,357

)

 

$

(32,672

)

 

$

(156,863

)

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

Gain on remeasurement of contingent
   consideration

 

 

15

 

 

 

1,867

 

 

 

1,975

 

 

 

4,443

 

Transaction costs

 

 

(29

)

 

 

 

 

 

(821

)

 

 

(89

)

Interest expense, net

 

 

(5,413

)

 

 

(5,477

)

 

 

(17,139

)

 

 

(15,688

)

Other expense

 

 

(2

)

 

 

(1

)

 

 

(80

)

 

 

(70

)

Total other expense

 

$

(5,429

)

 

$

(3,611

)

 

$

(16,065

)

 

$

(11,404

)

LOSS BEFORE INCOME TAXES

 

 

(5,382

)

 

 

(77,968

)

 

 

(48,737

)

 

 

(168,267

)

INCOME TAX (PROVISION) BENEFIT

 

 

(575

)

 

 

16,385

 

 

 

(1,594

)

 

 

26,964

 

NET LOSS

 

$

(5,957

)

 

$

(61,583

)

 

$

(50,331

)

 

$

(141,303

)

NET LOSS PER SHARE, BASIC AND DILUTED

 

 

(0.02

)

 

 

(0.17

)

 

 

(0.13

)

 

 

(0.39

)

Weighted-average shares used to compute basic and
  diluted net loss per share

 

 

380,359

 

 

 

372,476

 

 

 

378,713

 

 

 

365,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(5,957

)

 

$

(61,583

)

 

$

(50,331

)

 

$

(141,303

)

OTHER COMPREHENSIVE (LOSS) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (losses) gains on cash flow hedge, net
  of tax

 

 

(1,872

)

 

 

230

 

 

 

(1,532

)

 

 

1,107

 

COMPREHENSIVE LOSS

 

$

(7,829

)

 

$

(61,353

)

 

$

(51,863

)

 

$

(140,196

)

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(50,331

)

 

$

(141,303

)

Adjustments to reconcile net loss to net cash provided by (used in) operating
   activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

56,279

 

 

 

58,220

 

Non-cash operating lease costs

 

 

29,431

 

 

 

30,225

 

Stock-based compensation

 

 

60,026

 

 

 

78,469

 

Amortization of discount and debt issue costs

 

 

1,264

 

 

 

1,592

 

Gain on remeasurement of contingent consideration

 

 

(1,975

)

 

 

(4,443

)

Other, net

 

 

998

 

 

 

5,105

 

Change in operating assets and liabilities, net of businesses acquired:

 

 

 

 

 

 

Patient accounts receivable, net

 

 

(32,757

)

 

 

(48,484

)

Prepaid expenses and other current assets

 

 

(3,924

)

 

 

(52,293

)

Accounts payable

 

 

620

 

 

 

(3,848

)

Accrued payroll expenses

 

 

9,381

 

 

 

7,622

 

Operating lease liabilities

 

 

(34,300

)

 

 

(30,109

)

Other accrued expenses

 

 

10,232

 

 

 

65,568

 

Net cash provided by (used in) operating activities

 

$

44,944

 

 

$

(33,679

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of property and equipment

 

 

(15,265

)

 

 

(29,106

)

Acquisitions of businesses, net of cash acquired

 

 

 

 

 

(19,820

)

Net cash used in investing activities

 

$

(15,265

)

 

$

(48,926

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from long-term debt

 

 

 

 

 

25,000

 

Payments of debt issue costs

 

 

 

 

 

(188

)

Payments of long-term debt

 

 

(2,194

)

 

 

(1,821

)

Payments of contingent consideration

 

 

(3,694

)

 

 

(6,402

)

Net cash (used in) provided by financing activities

 

$

(5,888

)

 

$

16,589

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

23,791

 

 

 

(66,016

)

Cash and Cash Equivalents - Beginning of period

 

 

78,824

 

 

 

108,621

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

102,615

 

 

$

42,605

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest, net

 

$

19,023

 

 

$

15,424

 

Cash paid for taxes, net of refunds

 

$

59

 

 

$

416

 

SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND
   FINANCING ACTIVITIES

 

 

 

 

 

 

Contingent consideration incurred in acquisitions of businesses

 

$

 

 

$

1,985

 

Acquisition of property and equipment included in liabilities

 

$

1,203

 

 

$

5,303

 

 

 


 

RECONCILIATION OF income (loss) FROM OPERATIONS TO CENTER MARGIN

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

47

 

 

$

(74,357

)

 

$

(32,672

)

 

$

(156,863

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

15,115

 

 

 

19,621

 

 

 

56,279

 

 

 

58,220

 

General and administrative expenses (1)

 

 

85,269

 

 

 

130,945

 

 

 

269,356

 

 

 

317,425

 

Center Margin

 

$

100,431

 

 

$

76,209

 

 

$

292,963

 

 

$

218,782

 

(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.

 

RECONCILIATION OF NET loss TO ADJUSTED EBITDA

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(5,957

)

 

$

(61,583

)

 

$

(50,331

)

 

$

(141,303

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

5,413

 

 

 

5,477

 

 

 

17,139

 

 

 

15,688

 

Depreciation and amortization

 

 

15,115

 

 

 

19,621

 

 

 

56,279

 

 

 

58,220

 

Income tax provision (benefit)

 

 

575

 

 

 

(16,385

)

 

 

1,594

 

 

 

(26,964

)

Gain on remeasurement of contingent
  consideration

 

 

(15

)

 

 

(1,867

)

 

 

(1,975

)

 

 

(4,443

)

Stock-based compensation expense

 

 

14,895

 

 

 

21,525

 

 

 

60,026

 

 

 

78,469

 

Loss on disposal of assets

 

 

2

 

 

 

1

 

 

 

80

 

 

 

70

 

Transaction costs (1)

 

 

29

 

 

 

 

 

 

821

 

 

 

89

 

Executive transition costs

 

 

 

 

 

114

 

 

 

591

 

 

 

636

 

Litigation costs (2)

 

 

224

 

 

 

45,418

 

 

 

1,053

 

 

 

49,267

 

Strategic initiatives (3)

 

 

134

 

 

 

790

 

 

 

1,292

 

 

 

3,242

 

Real estate optimization and restructuring
  charges
(4)

 

 

 

 

 

1,257

 

 

 

(250

)

 

 

4,977

 

Amortization of cloud-based software
  implementation costs
(5)

 

 

298

 

 

 

 

 

 

478

 

 

 

 

Other expenses (6)

 

 

 

 

 

214

 

 

 

172

 

 

 

803

 

Adjusted EBITDA

 

$

30,713

 

 

$

14,582

 

 

$

86,969

 

 

$

38,751

 

(1)
Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions and to the secondary offering completed in the second quarter of 2024.
(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 three and nine months ended September 30, 2024 and 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 each of the three and nine months ended September 30, 2024 and 2023, we continued a process of evaluating and adopting critical enterprise-wide systems for (i) human resources management, (ii) clinician credentialing and onboarding process, and for the three and nine months ended September 30, 2023, (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 during the three and nine months ended September 30, 2023. 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. During the nine months ended September 30, 2024, real estate optimization and restructuring charges consisted of certain gains and losses related to early lease terminations of previously abandoned real estate leases in 2023.
(5)
Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within general and administrative expenses included in our unaudited consolidated statements of operations and comprehensive loss.
(6)
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 of 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.

 


Slide 1

Reimagining Mental Health Q3 2024 Earnings Presentation • November 7, 2024 Exhibit 99.2


Slide 2

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 fourth 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: 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 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; 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 and financial performance 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; 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.


Slide 3

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 7,269 Clinicians 13% Y/Y Growth $1,206M Revenue | TTM(1) 20% Y/Y TTM(1) Growth 7.6M Visits | TTM(1) 550+ Centers in 33 States 1 2 3 4 Note: Unless otherwise stated, data is as of September 30, 2024; (1) Trailing twelve months LifeStance: Reimagining Mental Healthcare


Slide 4

Q3 2024 Highlights Q3 Revenue of $312.7 million increased 19% year-over-year Total Clinicians of 7,269 increased +13% Y/Y; 285 net clinician adds in Q3 Q3 Visit Volumes of 2.0 million increased +15% Y/Y Q3 Center Margin of $100.4 million, or 32.1% as a percentage of revenue Q3 Adjusted EBITDA of $30.7 million, or 9.8% as a percentage of revenue Ended Q3 with a Cash position of $102.6 million Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 5

Clinicians Q3 2024 Results Adjusted EBITDA (in $M) Center Margin (in $M) Revenue (in $M) 5.6% 9.8% 29.0% 32.1% Center Margin (% of total revenue) +32% +19% +13% +110% Adj. EBITDA (% of total revenue) Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. Amounts are unaudited.


Slide 6

Quarterly Trends Clinicians Adjusted EBITDA (in $M) Adj. EBITDA (% of total revenue) Center Margin (in $M) Revenue (in $M) Center Margin (% of total revenue) 29.0% 29.7% 31.5% 31.3% 32.1% 5.6% 7.2% 9.2% 9.2% 9.8% Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. Amounts are unaudited.


Slide 7

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 $279M Net Long-term Debt* Cash & Cash Equivalents $103M $45M Operating Cash Flow (YTD) $15M Capital Expenditures (YTD) De Novos Selective deployment to enable clinician and market growth Acquisitions No M&A anticipated in 2024


Slide 8

2024 Guidance (All $ in M) FY 2024 Q4 2024 Revenue $1,228 – $1,248 (Raised from $1,200 - $1,242) $302.5 – $322.5 Center Margin $382 – $398 (Raised from $363 - $383) $89 – $105 Adj. EBITDA $105 – $115 (Raised from $90 - $100) $18 – $28 Free Cash Flow Positive (Reaffirmed) Note: Center Margin and Adjusted EBITDA anticipated for fourth 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 fourth 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 6 de novo center openings Assumes no M&A spend in 2024


Slide 9

Appendix


Slide 10

2024 2023 ($M) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total revenue $312.7 $312.3 $300.4 $280.6 $262.9 $259.6 $252.6   Operating expenses     Center costs, excluding depreciation and amortization 212.3 214.5 205.7 197.3 186.7 186.6 183.0 General and administrative expenses 85.3 95.2 88.9 93.4 130.9 101.9 84.6 Depreciation and amortization 15.1 18.6 22.6 22.2 19.6 19.5 19.1 Income (loss) from operations 0.0 (15.9) (16.8) (32.3) (74.4) (48.4) (34.1) Other expense Gain (loss) on remeasurement of contingent consideration 0.0 (0.1) 2.0 (0.5) 1.9 1.5 1.0 Transaction costs (0.0) (0.8) — — — (0.0) (0.1) Interest expense, net (5.4) (5.8) (5.9) (5.5) (5.5) (5.1) (5.1) Other expense (0.0) (0.0) (0.1) (0.0) (0.0) (0.0) (0.0) Total other expense (5.4) (6.7) (4.0) (6.0) (3.6) (3.6) (4.2) Loss before income taxes (5.4) (22.6) (20.7) (38.3) (78.0) (52.0) (38.3) Income tax (provision) benefit (0.6) (0.7) (0.4) (6.6) 16.4 6.5 4.0 Net loss ($6.0) ($23.3) ($21.1) ($45.0) ($61.6) ($45.5) ($34.2) Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (1.9) (0.2) 0.6 (2.1) 0.2 2.1 (1.3) Comprehensive loss ($7.8) ($23.5) ($20.5) ($47.0) ($61.4) ($43.3) ($35.5) Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited. Quarterly Statements of Operations and Comprehensive Loss


Slide 11

2024 2023 2023 2023 ($M) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Income (loss) from operations $0.0 ($15.9) ($16.8) ($32.3) ($74.4) ($48.4) ($34.1)   Adjusted for:   Depreciation and amortization 15.1 18.6 22.6 22.2 19.6 19.5 19.1 General and administrative expenses (1) 85.3 95.2 88.9 93.4 130.9 101.9 84.6 Center Margin $100.4 $97.8 $94.7 $83.3 $76.2 $73.0 $69.6 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.  Quarterly GAAP to Non-GAAP Reconciliations – Center Margin


Slide 12

  2024 2023 2023 ($M) Q3 Q2 Q1 Q4 Q3 Q2 Q1   Net loss ($6.0) ($23.3) ($21.1) ($45.0) ($61.6) ($45.5) ($34.2)   Adjusted for: Interest expense, net 5.4 5.8 5.9 5.5 5.5 5.1 5.1 Depreciation and amortization 15.1 18.6 22.6 22.2 19.6 19.5 19.1 Income tax provision (benefit) 0.6 0.7 0.4 6.6 (16.4) (6.5) (4.0) (Gain) loss on remeasurement of contingent consideration (0.0) 0.1 (2.0) 0.5 (1.9) (1.5) (1.0) Stock-based compensation 14.9 24.6 20.6 20.9 21.5 33.1 23.9 Loss on disposal of assets 0.0 0.0 0.1 0.0 0.0 0.0 0.0 Transaction costs (1) 0.0 0.8 — — — 0.0 0.1 Executive transition costs — 0.6 0.0 — 0.1 0.4 0.2 Litigation costs (2) 0.2 0.3 0.5 1.8 45.4 3.4 0.4 Strategic initiatives (3) 0.1 0.4 0.8 0.7 0.8 2.0 0.4 Real estate optimization and restructuring charges (4) — (0.1) (0.1) 6.0 1.3 3.7 — Amortization of cloud-based software implementation costs (5) 0.3 0.2 0.0 — — — — Other expenses (6) — 0.1 0.1 1.0 0.2 0.3 0.3 Adjusted EBITDA $30.7 $28.6 $27.7 $20.3 $14.6 $14.1 $10.1     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 and to the secondary offering completed in the second quarter of 2024. (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 three and nine months ended September 30, 2024 and 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 each of the three and nine months ended September 30, 2024 and 2023, we continued a process of evaluating and adopting critical enterprise-wide systems for (i) human resources management, (ii) clinician credentialing and onboarding process, and for the three and nine months ended September 30, 2023, (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 during the three and nine months ended September 30, 2023. 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. During the nine months ended September 30, 2024, real estate optimization and restructuring charges consisted of certain gains and losses related to early lease terminations of previously abandoned real estate leases in 2023. (5) Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within general and administrative expenses included in our unaudited consolidated statements of operations and comprehensive loss. (6) 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 of 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. Quarterly GAAP to Non-GAAP Reconciliations – Adjusted EBITDA


Slide 13

2024 2023 2023 2023 ($M) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Key Metrics Clinicians 7,269 6,984 6,866 6,645 6,418 6,132 5,961 Total Revenue $312.7 $312.3 $300.4 $280.6 $262.9 $259.6 $252.6   Center costs, excluding depreciation and amortization 212.3 214.5 205.7 197.3 186.7 186.6 183.0 Center Margin (Non-GAAP) $100.4 $97.8 $94.7 $83.3 $76.2 $73.0 $69.6 % Margin 32.1% 31.3% 31.5% 29.7% 29.0% 28.1% 27.6% General and administrative expenses 85.3 95.2 88.9 93.4 130.9 101.9 84.6 Depreciation and amortization 15.1 18.6 22.6 22.2 19.6 19.5 19.1 Income (loss) from operations 0.0 (15.9) (16.8) (32.3) (74.4) (48.4) (34.1) Other (expense) income Other (expense) income (6.0) (7.3) (4.3) (12.7) 12.8 2.9 (0.1) Net loss (6.0) (23.3) (21.1) (45.0) (61.6) (45.5) (34.2)   Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (1.9) (0.2) 0.6 (2.1) 0.2 2.1 (1.3) Comprehensive loss ($7.8) ($23.5) ($20.5) ($47.0) ($61.4) ($43.3) ($35.5) Adjusted EBITDA build Net loss (6.0) (23.3) (21.1) (45.0) (61.6) (45.5) (34.2) Interest expense, net 5.4 5.8 5.9 5.5 5.5 5.1 5.1 Depreciation and amortization 15.1 18.6 22.6 22.2 19.6 19.5 19.1 Income tax provision (benefit) 0.6 0.7 0.4 6.6 (16.4) (6.5) (4.0) (Gain) loss on remeasurement of contingent consideration (0.0) 0.1 (2.0) 0.5 (1.9) (1.5) (1.0) Stock-based compensation 14.9 24.6 20.6 20.9 21.5 33.1 23.9 Loss on disposal of assets 0.0 0.0 0.1 0.0 0.0 0.0 0.0 Transaction costs 0.0 0.8 — — — 0.0 0.1 Executive transition costs — 0.6 0.0 — 0.1 0.4 0.2 Litigation costs 0.2 0.3 0.5 1.8 45.4 3.4 0.4 Strategic initiatives 0.1 0.4 0.8 0.7 0.8 2.0 0.4 Real estate optimization and restructuring charges — (0.1) (0.1) 6.0 1.3 3.7 — Amortization of cloud-based software implementation costs 0.3 0.2 0.0 — — — — Other expenses — 0.1 0.1 1.0 0.2 0.3 0.3 Adjusted EBITDA (Non-GAAP) $30.7 $28.6 $27.7 $20.3 $14.6 $14.1 $10.1 % Margin 9.8% 9.2% 9.2% 7.2% 5.6% 5.4% 4.0% Subtotals in the schedule above may not foot or cross-foot due to rounding. Amounts are unaudited. Non-GAAP Financial Metrics


Slide 14

  2024 2023 2023 ($M)   Q3 Q2 Q1 Q4 Q3 Q2 Q1  Current assets    Cash and cash equivalents   102.6 87.0 49.5 78.8 42.6 79.6 68.3 Patient accounts receivable, net   158.2 167.2 175.9 125.4 149.7 121.8 118.4 Prepaid expenses and other current assets   26.2 23.6 18.7 21.5 71.9 36.5 25.8 Total current assets   287.0 277.7 244.1 225.7 264.3 237.9 212.5 Property and equipment, net   170.0 175.9 182.4 188.2 190.1 193.1 193.5 Right-of-use assets   154.8 160.2 165.8 170.7 180.7 191.4 196.2 Intangible assets, net   195.4 200.1 208.5 221.1 233.6 243.8 254.0 Goodwill   1293.3 1,293.3 1,293.3 1,293.3 1,293.4 1,293.5 1,293.6 Other noncurrent assets   7.4 12.0 12.1 10.9 13.0 11.2 8.8 Total noncurrent assets   1,820.9 1,841.6 1,862.2 1,884.2 1,910.8 1,933.0 1,946.1 Total assets   $2,107.9 $2,119.4 $2,106.3 $2,110.0 $2,175.1 $2,170.9 $2,158.6 Accounts payable   7.3 10.0 11.9 7.1 10.4 8.0 7.7 Accrued payroll expenses   111.9 122.6 100.4 102.5 83.6 81.1 83.7 Other accrued expenses   43.3 38.5 37.3 35.0 91.0 34.3 32.0 Contingent consideration   2.5 3.8 4.5 8.2 9.0 10.5 13.3 Operating lease liabilities, current   49.0 49.2 49.7 46.5 43.6 43.4 41.6 Other current liabilities   3.6 3.6 3.6 3.7 3.3 3.3 2.8 Total current liabilities   217.5 227.7 207.5 202.9 240.9 180.9 181.1 Long-term debt, net   279.1 279.5 279.9 280.3 248.4 248.7 224.8 Operating lease liabilities, noncurrent 158.7 165.8 173.3 181.4 191.5 205.6 207.9 Deferred tax liability, net   15.2 15.9 16.0 15.6 38.4 38.3 37.6 Other noncurrent liabilities 0.4 0.6 0.8 1.0 0.9 2.6 2.1 Total noncurrent liabilities   453.3 461.7 469.9 478.2 479.1 495.2 472.3 Total liabilities    $670.8 $689.3 $677.3 $681.0 $720.0 $676.0 $653.4 Common stock   3.8 3.8 3.8 3.8 3.8 3.8 3.8 Additional paid-in capital   2,243.7 2,228.8 2,204.2 2,183.7 2,162.8 2,141.2 2,108.2 Accumulated other comprehensive income 0.8 2.6 2.9 2.3 4.4 4.2 2.0 Accumulated deficit   (811.2) (805.2) (781.9) (760.8) (715.9) (654.3) (608.8) Total stockholders’ equity   1,437.1 1,430.0 1,429.0 1,428.9 1,455.0 1,494.9 1,505.1 Total liabilities and stockholders’ equity   $2,107.9 $2,119.4 $2,106.3 $2,110.0 $2,175.1 $2,170.9 $2,158.6   Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.     Quarterly Balance Sheets


Slide 15

($M) Nine Months Ended Q3’24 Six Months Ended Q2’24 Q1’24 Nine Months Ended Q3’23 Six Months Ended Q2’23 Q1’23 CASH FLOWS FROM OPERATING ACTIVITIES Net loss (50.3) (44.4) (21.1) (141.3) (79.7) (34.2) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    Depreciation and amortization 56.3 41.2 22.6 58.2 38.6 19.1 Non-cash operating lease costs 29.4 19.5 9.7 30.2 20.3 10.1 Stock-based compensation 60.0 45.1 20.6 78.5 56.9 23.9 Amortization of discount and debt issue costs 1.3 0.8 0.4 1.6 1.1 0.5 Gain on remeasurement of contingent consideration (2.0) (2.0) (2.0) (4.4) (2.6) (1.0) Other, net 1.0 0.2 (0.0) 5.1 2.7 0.0 Change in operating assets and liabilities, net of businesses acquired: Patient accounts receivable, net (32.8) (41.8) (50.5) (48.5) (20.6) (17.1) Prepaid expenses and other current assets (3.9) (2.8) 2.5 (52.3) (15.2) (4.5) Accounts payable 0.6 3.2 5.0 (3.8) (5.4) (5.5) Accrued payroll expenses 9.4 20.1 (2.0) 7.6 5.2 7.7 Operating lease liabilities (34.3) (22.1) (9.6) (30.1) (16.9) (8.7) Other accrued expenses 10.2 5.1 2.8 65.6 7.3 2.0 Net cash provided by (used in) operating activities $44.9 $22.2 ($21.8) ($33.7) ($8.3) ($7.9) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (15.3) (10.2) (5.1) (29.1) (19.3) (7.7) Acquisitions of businesses, net of cash acquired — — — (19.8) (19.8) (19.8) Net cash used in investing activities ($15.3) ($10.2) ($5.1) ($48.9) ($39.1) ($27.5) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt — — — 25.0 25.0 — Payments of debt issue costs — — — (0.2) (0.2) — Payments of long-term debt (2.2) (1.5) (0.7) (1.8) (1.2) (0.6) Payments of contingent consideration (3.7) (2.4) (1.7) (6.4) (5.2) (4.3) Net cash (used in) provided by financing activities ($5.9) ($3.9) ($2.4) $16.6 $18.4 ($4.9) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $23.8 $8.1 ($29.4) ($66.0) ($29.0) ($40.3) Cash and Cash Equivalents - Beginning of period 78.8 78.8 78.8 108.6 108.6 108.6 CASH AND CASH EQUIVALENTS – END OF PERIOD $102.6 $87.0 $49.5 $42.6 $79.6 $68.3 Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited. Statements of Cash Flows


Slide 16

2024 2023 2023 2023 ($M) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Net cash provided by (used in) operating activities $22.7 $44.0 ($21.8) $16.8 ($25.4) ($0.4) ($7.9) Purchases of property and equipment ($5.1) ($5.1) ($5.1) ($11.4) ($9.8) ($11.6) ($7.7) Free Cash Flow $17.7 $38.9 ($26.9) $5.4 ($35.2) ($12.0) ($15.6) 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)


Slide 17

2024 2023 2023 2023 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total Revenue ($M) $312.7 $312.3 $300.4 $280.6 $262.9 $259.6 $252.6 Total Visits (000s) 1,973 1,969 1,912 1,783 1,714 1,705 1,665 Total Revenue Per Visit (TRPV) $158.5 $158.6 $157.1 $157.4 $153.4 $152.3 $151.7 Amounts are unaudited. Quarterly Visits and Total Revenue Per Visit