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Investor Relations Contact

Monica Prokocki

VP of Finance & Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports Fourth Quarter and Full Year 2025 Results

Announces $100 Million Share Repurchase Program

SCOTTSDALE, Ariz. – February 25, 2026 – 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, 2025.

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

2025 Highlights and 2026 Outlook

Fourth quarter revenue of $382.2 million increased 17% and full year revenue of $1,424.3 million increased 14%
Clinician base increased 9% to 8,040 clinicians, a sequential net increase of 44 in the fourth quarter and 657 for the full year
Fourth quarter visit volumes increased 18% to 2.4 million and full year visit volumes increased 14% to 9.0 million
Net income of $11.7 million in the fourth quarter and $9.7 million for the full year
Adjusted EBITDA of $48.8 million in the fourth quarter and $157.7 million for the full year
Net cash provided by operations of $57.6 million in the fourth quarter and $146.2 million for the full year
Free Cash Flow generation of $46.6 million in the fourth quarter and $110.0 million for the full year
For full year 2026, expecting revenue of $1.615 billion to $1.655 billion, Center Margin of $526 million to $550 million, and Adjusted EBITDA of $185 million to $205 million

“2025 was an exceptional year for LifeStance and reflects sustained execution across the organization,” said Dave Bourdon, CEO of LifeStance. “For the full year, we delivered mid-teens revenue growth, positive net income, double-digit Adjusted EBITDA margins and strong cash flow from operations. We closed the year with more than 8,000 clinicians and strong productivity improvement. As we enter 2026, we do so with operating and clinical momentum made possible by the dedication of our employees across the organization. I'm also pleased to announce that our Board of Directors has approved a $100 million share repurchase program, reflecting our strong cash generation and healthy balance sheet which allow us to continue investing for long-term growth while returning capital to shareholders.”

Financial Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4 2025

 

 

Q4 2024

 

 

Y/Y

 

 

FY 2025

 

 

FY 2024

 

 

Y/Y

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

382.2

 

 

$

325.5

 

 

 

17

%

 

$

1,424.3

 

 

$

1,251.0

 

 

 

14

%

Income (loss) from
   operations

 

 

18.1

 

 

 

1.1

 

 

NM

 

 

 

24.1

 

 

 

(31.6

)

 

NM

 

Center Margin

 

 

126.3

 

 

 

109.4

 

 

 

15

%

 

 

461.1

 

 

 

402.4

 

 

 

15

%

Net income (loss)

 

 

11.7

 

 

 

(7.1

)

 

NM

 

 

 

9.7

 

 

 

(57.4

)

 

NM

 

Adjusted EBITDA

 

 

48.8

 

 

 

32.8

 

 

 

49

%

 

 

157.7

 

 

 

119.7

 

 

 

32

%

As % of Total revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from
   operations

 

 

4.7

%

 

 

0.3

%

 

 

 

 

 

1.7

%

 

 

(2.5

%)

 

 

 

Center Margin

 

 

33.0

%

 

 

33.6

%

 

 

 

 

 

32.4

%

 

 

32.2

%

 

 

 

Net income (loss)

 

 

3.1

%

 

 

(2.2

%)

 

 

 

 

 

0.7

%

 

 

(4.6

%)

 

 

 

Adjusted EBITDA

 

 

12.8

%

 

 

10.1

%

 

 

 

 

 

11.1

%

 

 

9.6

%

 

 

 

 

NM - not meaningful

 


 

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

In the fourth quarter, revenue grew 17% to $382.2 million, and for the full year, revenue grew $173.3 million or 14% to $1,424.3 million compared to revenue of $1,251.0 million. Revenue growth in the fourth quarter was driven primarily by higher visit volumes from net clinician growth and improved clinician productivity.
In the fourth quarter, income from operations was $18.1 million, and for the full year, income from operations was $24.1 million. In the fourth quarter, net income was $11.7 million, and for the full year, net income was $9.7 million.
In the fourth quarter, Center Margin grew 15% to $126.3 million, or 33.0% of total revenue. For the full year, Center Margin grew 15% to $461.1 million, or 32.4% of total revenue.
In the fourth quarter, Adjusted EBITDA increased 49% to $48.8 million, or 12.8% of total revenue. Adjusted EBITDA as a percentage of revenue increased in the fourth quarter as a result of improved operating leverage from revenue growing faster than general and administrative expenses. For the full year, Adjusted EBITDA grew 32% to $157.7 million, or 11.1% of total revenue.

Balance Sheet, Cash Flow, and Capital Allocation

For the year ended December 31, 2025, LifeStance generated $146.2 million cash flow from operations, including $57.6 million during the fourth quarter of 2025. The Company ended the fourth quarter with cash of $248.6 million and net long-term debt of $265.9 million.

2026 Guidance

LifeStance is providing the following outlook for 2026:

The Company expects full year revenue of $1.615 billion to $1.655 billion, Center Margin of $526 million to $550 million, and Adjusted EBITDA of $185 million to $205 million.
For the first quarter of 2026, the Company expects total revenue of $380 million to $400 million, Center Margin of $118 million to $132 million, and Adjusted EBITDA of $39 million to $45 million.

Share Repurchase Program

The Company's Board of Directors has approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's outstanding common stock. Repurchases may be made from time to time at the Company's discretion in the open market or through privately negotiated transactions, including accelerated share repurchase programs, subject to market conditions and other relevant factors.

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, February 25, 2026 at 8:30 a.m. Eastern Time to discuss the fourth quarter and full year 2025 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 3993891 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 8,000 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; business plans and objectives; our share repurchase authorization and repurchases thereunder; 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: 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 materially 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 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 and financial performance would be harmed; the impact on us of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending 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 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, 2024 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 income (loss) or income (loss) from operations.

Center Margin and Adjusted EBITDA anticipated for the first quarter of 2026 and full year 2026 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 2026 and full year 2026 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)

 

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

248,642

 

 

$

154,571

 

Patient accounts receivable, net

 

 

95,710

 

 

 

131,802

 

Prepaid expenses and other current assets

 

 

71,848

 

 

 

26,137

 

Total current assets

 

 

416,200

 

 

 

312,510

 

NONCURRENT ASSETS

 

 

 

 

 

 

Property and equipment, net

 

 

161,583

 

 

 

166,041

 

Right-of-use assets

 

 

149,720

 

 

 

147,878

 

Intangible assets, net

 

 

177,665

 

 

 

190,799

 

Goodwill

 

 

1,293,346

 

 

 

1,293,346

 

Other noncurrent assets

 

 

5,419

 

 

 

7,724

 

Total noncurrent assets

 

 

1,787,733

 

 

 

1,805,788

 

Total assets

 

$

2,203,933

 

 

$

2,118,298

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

6,122

 

 

$

7,242

 

Accrued payroll expenses

 

 

143,327

 

 

 

117,461

 

Other accrued expenses

 

 

42,187

 

 

 

46,942

 

Operating lease liabilities, current

 

 

45,544

 

 

 

49,449

 

Other current liabilities

 

 

14,782

 

 

 

7,792

 

Total current liabilities

 

 

251,962

 

 

 

228,886

 

NONCURRENT LIABILITIES

 

 

 

 

 

 

Long-term debt, net

 

 

265,927

 

 

 

279,790

 

Operating lease liabilities, noncurrent

 

 

148,553

 

 

 

148,699

 

Deferred tax liability, net

 

 

16,408

 

 

 

14,329

 

Other noncurrent liabilities

 

 

68

 

 

 

309

 

Total noncurrent liabilities

 

 

430,956

 

 

 

443,127

 

Total liabilities

 

$

682,918

 

 

$

672,013

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Preferred stock – par value $0.01 per share; 25,000 shares authorized as of
   December 31, 2025 and December 31, 2024; 0 shares issued and outstanding as
   of December 31, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock – par value $0.01 per share; 800,000 shares authorized as of
   December 31, 2025 and December 31, 2024; 388,318 and 382,735 shares
   issued and outstanding as of December 31, 2025 and December 31, 2024,
   respectively

 

 

3,883

 

 

 

3,827

 

Additional paid-in capital

 

 

2,325,758

 

 

 

2,259,818

 

Accumulated other comprehensive income

 

 

 

 

 

929

 

Accumulated deficit

 

 

(808,626

)

 

 

(818,289

)

Total stockholders' equity

 

 

1,521,015

 

 

 

1,446,285

 

Total liabilities and stockholders’ equity

 

$

2,203,933

 

 

$

2,118,298

 

 

 


 

consolidated statements of operations and comprehensive income (loss)

(unaudited)

(In thousands, except per share amounts)

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

TOTAL REVENUE

 

$

1,424,285

 

 

$

1,250,970

 

 

$

1,055,665

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Center costs, excluding depreciation and
  amortization shown separately below

 

 

963,186

 

 

 

848,571

 

 

 

753,569

 

General and administrative expenses

 

 

382,198

 

 

 

363,062

 

 

 

410,793

 

Depreciation and amortization

 

 

54,753

 

 

 

70,950

 

 

 

80,437

 

Total operating expenses

 

$

1,400,137

 

 

$

1,282,583

 

 

$

1,244,799

 

INCOME (LOSS) FROM OPERATIONS

 

$

24,148

 

 

$

(31,613

)

 

$

(189,134

)

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

Gain on remeasurement of contingent consideration

 

 

 

 

 

1,725

 

 

 

3,972

 

Transaction costs

 

 

 

 

 

(827

)

 

 

(89

)

Interest expense, net

 

 

(11,662

)

 

 

(26,535

)

 

 

(21,220

)

Other expense

 

 

(123

)

 

 

(363

)

 

 

(112

)

Total other expense

 

$

(11,785

)

 

$

(26,000

)

 

$

(17,449

)

INCOME (LOSS) BEFORE INCOME TAXES

 

 

12,363

 

 

 

(57,613

)

 

 

(206,583

)

INCOME TAX (PROVISION) BENEFIT

 

 

(2,700

)

 

 

170

 

 

 

20,321

 

NET INCOME (LOSS)

 

$

9,663

 

 

$

(57,443

)

 

$

(186,262

)

EARNINGS (LOSS) PER SHARE

 

 

 

 

 

 

 

 

 

Basic

 

 

0.03

 

 

 

(0.15

)

 

 

(0.51

)

Diluted

 

 

0.02

 

 

 

(0.15

)

 

 

(0.51

)

Weighted-average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

 

386,016

 

 

 

379,147

 

 

 

367,457

 

Diluted

 

 

391,136

 

 

 

379,147

 

 

 

367,457

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

9,663

 

 

$

(57,443

)

 

$

(186,262

)

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

Unrealized losses on cash flow hedge, net of tax

 

 

(929

)

 

 

(1,374

)

 

 

(971

)

COMPREHENSIVE INCOME (LOSS)

 

$

8,734

 

 

$

(58,817

)

 

$

(187,233

)

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

9,663

 

 

$

(57,443

)

 

$

(186,262

)

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

54,753

 

 

 

70,950

 

 

 

80,437

 

Non-cash operating lease costs

 

 

41,907

 

 

 

39,502

 

 

 

39,987

 

Stock-based compensation

 

 

74,701

 

 

 

76,172

 

 

 

99,388

 

Deferred income taxes

 

 

2,422

 

 

 

(958

)

 

 

(21,920

)

Loss on debt extinguishment

 

 

 

 

 

5,032

 

 

 

 

Amortization of discount and debt issue costs

 

 

1,019

 

 

 

1,666

 

 

 

2,101

 

Gain on remeasurement of contingent consideration

 

 

 

 

 

(1,725

)

 

 

(3,972

)

Other, net

 

 

2,030

 

 

 

1,431

 

 

 

7,080

 

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

 

 

 

 

 

 

 

 

 

Patient accounts receivable, net

 

 

36,092

 

 

 

(6,397

)

 

 

(24,175

)

Prepaid expenses and other current assets

 

 

(46,685

)

 

 

(3,332

)

 

 

(3,070

)

Accounts payable

 

 

(1,563

)

 

 

501

 

 

 

(5,605

)

Accrued payroll expenses

 

 

25,866

 

 

 

14,984

 

 

 

26,484

 

Operating lease liabilities

 

 

(48,129

)

 

 

(46,748

)

 

 

(37,564

)

Other accrued expenses

 

 

(5,925

)

 

 

13,625

 

 

 

10,207

 

Net cash provided by (used in) operating activities

 

$

146,151

 

 

$

107,260

 

 

$

(16,884

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(36,125

)

 

 

(21,566

)

 

 

(40,520

)

Acquisitions of businesses, net of cash acquired

 

 

 

 

 

 

 

 

(19,820

)

Net cash used in investing activities

 

$

(36,125

)

 

$

(21,566

)

 

$

(60,340

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt, net of discount

 

 

 

 

 

287,809

 

 

 

57,753

 

Payments of debt issue costs

 

 

 

 

 

(1,818

)

 

 

(188

)

Payments of long-term debt

 

 

(7,250

)

 

 

(289,494

)

 

 

(2,470

)

Payments of contingent consideration

 

 

 

 

 

(6,444

)

 

 

(7,668

)

Taxes related to net share settlement of equity awards

 

 

(8,705

)

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

$

(15,955

)

 

$

(9,947

)

 

$

47,427

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

94,071

 

 

 

75,747

 

 

 

(29,797

)

Cash and cash equivalents - beginning of period

 

 

154,571

 

 

 

78,824

 

 

 

108,621

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

248,642

 

 

$

154,571

 

 

$

78,824

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

Cash paid for interest, net

 

$

17,800

 

 

$

24,992

 

 

$

21,044

 

Cash paid for taxes, net of refunds

 

$

1,574

 

 

$

57

 

 

$

80

 

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

 

$

2,898

 

 

$

1,469

 

 

$

3,827

 

 

 


 

RECONCILIATION OF income (loss) FROM OPERATIONS TO CENTER MARGIN

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

24,148

 

 

$

(31,613

)

 

$

(189,134

)

Adjusted for:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

54,753

 

 

 

70,950

 

 

 

80,437

 

General and administrative expenses (1)

 

 

382,198

 

 

 

363,062

 

 

 

410,793

 

Center Margin

 

$

461,099

 

 

$

402,399

 

 

$

302,096

 

(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 income (loss) TO ADJUSTED EBITDA

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

(in thousands)

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

9,663

 

 

$

(57,443

)

 

$

(186,262

)

Adjusted for:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

11,662

 

 

 

26,535

 

 

 

21,220

 

Depreciation and amortization

 

 

54,753

 

 

 

70,950

 

 

 

80,437

 

Income tax provision (benefit)

 

 

2,700

 

 

 

(170

)

 

 

(20,321

)

Gain on remeasurement of contingent consideration

 

 

 

 

 

(1,725

)

 

 

(3,972

)

Stock-based compensation expense

 

 

74,701

 

 

 

76,172

 

 

 

99,388

 

Loss on disposal of assets

 

 

123

 

 

 

363

 

 

 

112

 

Transaction costs (1)

 

 

 

 

 

827

 

 

 

89

 

Executive transition costs

 

 

1,424

 

 

 

644

 

 

 

636

 

Litigation costs (2)

 

 

1,153

 

 

 

1,591

 

 

 

51,034

 

Strategic initiatives (3)

 

 

 

 

 

1,292

 

 

 

3,925

 

Real estate optimization and restructuring charges (4)

 

 

(134

)

 

 

(309

)

 

 

10,970

 

Amortization of cloud-based software
  implementation costs
(5)

 

 

1,626

 

 

 

843

 

 

 

 

Other expenses (6)

 

 

 

 

 

172

 

 

 

1,786

 

Adjusted EBITDA

 

$

157,671

 

 

$

119,742

 

 

$

59,042

 

 

(1)
Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions and to our underwritten public offering completed in the second quarter of 2024.
(2)
Litigation costs, net of insurance recoveries, 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 years ended December 31, 2025, 2024 and 2023, litigation costs included cash expenses related to certain litigation matters, including a privacy class action litigation and a compensation model class action litigation, and for the years ended December 31, 2024 and 2023, a securities 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 years ended December 31, 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 year ended December 31, 2023, evaluating (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 for the year ended December 31, 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 was greater than what would be expected as part of ordinary business operations and did not constitute normal recurring operating activities. During the years ended December 31, 2025 and 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 consolidated statements of operations and comprehensive income (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 consolidated statements of operations and comprehensive income (loss). Former owner fees is a component of center costs, excluding depreciation and amortization included in our consolidated statements of operations and comprehensive income (loss).