Good afternoon, and welcome to the LifeSpeak M&A Update Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, please press star and the number one on your telephone keypad. If you would like to withdraw your question, please press star and the number two. At this time, I would like to turn the call over to Michael McKenna, Chief Financial Officer of LifeSpeak. Please go ahead, sir. Thank you, operator, and good afternoon, everyone. Welcome to our most recent M&A update. Before we start, I'd like to remind you that all amounts of dollars discussed on this call are denominated in Canadian dollars unless otherwise indicated. We note that our remarks today are accompanied by a slide deck, which can be seen on the screen in the webcast and which is available, including for those joining by phone, at lifespeak.com in the Investor Relations section of our website under Events and Presentations. We caution that the statements made on the webcast today and our call may contain forward-looking information and our cautionary statement regarding such information, including the material factors that could cause actual results to differ materially from the statements and the material factors or assumptions applied in making the statements, are detailed on slide two of the slide deck. With that, I'd like to turn the call over to Nolan Bederman, LifeSpeak's Executive Chairman. Thanks, Mike, and thanks very much to everyone joining this webcast and our call today. Happy Valentine's Day, all. As you probably all know by now, we're extremely excited to be able to host this call and talk to you about our latest big leap forward, the acquisition of Wellbeats. Importantly, we're pleased to be able to show you that we've been working tirelessly to do exactly what we've been telling you we will do, focus on growing our business around the world, both organically and through profitable synergistic acquisitions. In addition to McKenna and myself, joining us on this call to provide color on this transformative transaction are Jason Von Bank, Wellbeats President and CEO, and of course, our own Michael Held, LifeSpeak's Founder and CEO. For your reference, we prepared a series of slides to complement our remarks. For those dialing into the call, the slides are available on the Investor Relations section of our website in the Events and Presentations subsection. Let's start on slide three. Mike, Michael, and I are extremely excited to announce that we've signed a definitive agreement to acquire Wellbeats, uniting two of North America's top well-being brands, and on Valentine's Day, no less. Wellbeats significantly expands and diversifies the digital behavioral health and well-being solutions we can offer our customers. Wellbeats provides us with an extremely well-recognized, market-leading, on-demand physical wellness platform, which broadens and deepens our core B2B offering. The connection between mind and body is increasingly recognized as being critical to well-being. Better physical health and better mental health are highly correlated. This makes the addition of Wellbeats highly complementary to LifeSpeak's growing portfolio of digital health offerings, allowing us to further serve our existing and new enterprise and embedded solutions clients. Corporations around the world are increasingly seeking to bolster employee retention, productivity, and engagement, and this acquisition further deepens our ability to provide holistic solutions to them. We strongly believe that this extraordinary fit creates a unique opportunity to cross-sell physical and mental well-being to our mutual clients and partners around the world, as well as to dramatically increase the market presence of our industry-leading mental health and total well-being education platform. Ultimately, we believe that this transaction fortifies our position as a global leader in SaaS-based, employee-focused health and well-being by unifying two industry-leading brands with over 30 years of combined experience in the industry to provide even more robust solutions for enterprise clients, health systems, health plans, insurers, and others in the embedded solutions space. Please turn to page four. Just to provide additional context, Wellbeats is renowned for its award-winning content and technology that is tailored to all physical well-being levels and abilities. In other words, Wellbeats' inclusive platform specifically caters to improving the physical well-being of all employees, not just a select group, and does so on a very cost-effective and efficient basis for employers. Like LifeSpeak, through proprietary means, Wellbeats has built a large proprietary and brand-appropriate content library and a matching SaaS-based technology platform, which is both easy to deploy and highly customizable. It is platform-agnostic. It has functions including effective social applications which facilitate group participation. Additionally, the platform utilizes leading AI and data analytics capabilities, upping the game. During our due diligence, the mutual fit became immediately apparent. While the primary driver is, of course, standalone and cross-selling revenue growth, diversification, and scale, the companies have significant synergies in content creation and have highly complementary management capabilities. Wellbeats fits both culturally and from a client-facing product standpoint. Specifically, Wellbeats brings to us a large and rapidly growing U.S. enterprise customer base with very little overlap to our existing base, accelerating our rapid expansion into the U.S. and further diversifying our client mix. It brings established relationships with key channel and referral partners, opening new opportunities to sell our portfolio of products. An experienced senior management team and a highly effective U.S.-based direct sales force, which will be leveraged to grow the combined offering. Strong net dollar retention exceeding 100%, like LifeSpeak, demonstrating its enduring value and stickiness within its customer base, and a comparable margin profile to our core business. These attributes, among others, result in a compelling, highly synergistic acquisition for LifeSpeak, and one that we believe will significantly strengthen, grow, and diversify our company in both the near and long term. Now, it's my pleasure to introduce you to Jason Von Bank, Wellbeats President and CEO, who will give you a brief overview of Wellbeats. Jason comes to us with 25 years of executive experience. Prior to building Wellbeats, he held leadership positions at GE, UnitedHealthcare, Optum, and Life Time, providing him with an incredible background in our industry. We're very pleased that Jason will be joining LifeSpeak as our new COO. Jason shares our values and is passionate about improving the wellbeing of others. We know he'll add immediate value to our company. We're very much looking forward to working with him. You'll enjoy hearing from him. Jason? Thank you, Nolan, and good afternoon, everyone. I'm thrilled to be here today and couldn't be more excited for this opportunity. By joining LifeSpeak, Wellbeats will be even better positioned to deliver on our mission to provide all people, regardless of age, interest, or ability, the opportunity for a healthier life. If you turn to slide five, I wanna tell you a little bit about Wellbeats. Slide five, please. Thank you. Wellbeats, founded in 2008, is a Minnesota-based content and software-as-a-service provider of physical wellbeing content and programs. We serve a client base of over 400 global customers with more than 2.2 million paid subscribers on our platform. We offer customers broad-based access to an intuitive solution that covers many diverse topics, tools, and educational resources in a scalable and cost-effective way. Although known as a technology and content company, these two components can't be separated 'cause our value proposition truly comes together when the right piece of content is delivered to the consumer at the right time through a personalized digital experience, which you can see here on slide six. We have a content library which consists of over 1,000 classes and programs that cut across content appropriate for all ages, interests, and levels. What makes Wellbeats unique to us is that we were and continue to be built for the market by the market, which means it's a platform that all people can use, not just the already fit. Moving to slide six, you can see what I mean by this. What we heard from the market when we built this program out was very clearly that they wanted a solution that was approachable and affordable. In other words, they wanted a solution for their entire population, not just one for their already fit segment of their employee base. That idea became our central design principle as we built out our offering that you see in the market today. If you look at the graphic on the left-hand side, you can see that of the users we've experienced in the last 24 months, 82% of those users consider themselves not fit when they began their journey with Wellbeats. This is very significant for us as we are touching people that a lot of other wellness programs or alternatives aren't at just a fraction of the cost. As you can see on slide seven, high quality, we believe that our deep and diverse customer base demonstrates the efficacy of our business model and that we have yet to realize its full potential. The scale we've reached as of today, the pace at which we've grown, and the resulting retention we maintain, all are attributes that demonstrate our solution is important to our clients and their employees. The big question is, if you look at the results, you ask yourself, "Why are we doing anything, and why LifeSpeak?" As you turn to slide eight, the easy answer is really that the market and our clients demanded that we did something more meaningful on the mental health side and with offerings. When we assessed the landscape, to Nolan's point before, our answer became very clear as well. It was based on people, product, and the process. Where the strategic merit for both these companies come in is pretty clear, and Nolan already touched on it. From my perspective, what I see Wellbeats brings to LifeSpeak clearly are cross-sell opportunities on a population-based orientation, in-house film production and editing capabilities, a U.S. enterprise sales team with relationships with compelling and significant referral and channel partners, meaningful and accretive financials, a strong cultural and complementary business model. In turn, what LifeSpeak can bring to Wellbeats is significantly meaningful to us, our team, and our brand. That's a leading digital mental health content library, unmatched content curation with a long and deep history, access to a growing enterprise customer base for clear cross-sell opportunities, and relationships with dozens of leading global health experts. This is truly how we at Wellbeats see one plus one equaling three when it comes to this acquisition. Nolan, I'll turn it back to you. Thanks, Jason, we appreciate you walking people through that. I'll continue on page nine. Over the relatively short time LifeSpeak has been public, we've remained highly focused on delivering organic growth, making strategic and disciplined acquisitions, and doing so while remaining focused on profitability. As many of you know, we have consistently stated that our acquisitions will be targeted to satisfy a number of key themes. First, adding complementary features to expand the breadth of our product offering, leveraging our positioning and our high utilization inside our corporate clients. The second, growing our enterprise client base and driving two-way cross-selling opportunities. Third, accelerating our geographic expansion and providing scale. And fourth, not least, accretion. In other words, we've committed to ensuring that our acquisitions conform to our recurring SaaS-based, high-margin, profitable business model. Much like our acquisitions of LIFT, ALAViDA, and Torchlight, Wellbeats fits squarely in line with our overall growth strategy of adding adjacent services, expanding our offering, driving embedded solutions, acquiring new enterprise clients, and deepening our international presence while being accretive. We believe that the acquisition of Wellbeats, a recognized industry leader in the physical wellbeing space, demonstrates that we are delivering value and adding scale through a disciplined M&A strategy, which greatly augments our overall platform. Mike, would you like to walk through our progress? Sure. Thank you, Nolan. As we move on to the next slide, we can talk further about our continued focus on the execution of our strategy since the IPO, and I'd like to highlight two key growth metrics. The first is ARR, which now on a pro forma basis to December 31st, 2021, will be CAD 54.4 million. That's a 160% increase from the CAD 21 million of ARR we had at the time of our IPO in July. We have also diversified our client base significantly to now serve over 800 enterprise and embedded customers. This is up from 225 customers at the time of the IPO. This opportunity both significantly increases our scale and our ability to cross-sell the full platform to a much larger now existing client base. Moving on to geographic expansion. As you can see, we have also significantly expanded and diversified our revenue base from being predominantly Canadian at the time of the IPO to a pro forma base of ARR that is now split approximately equally between Canada and the U.S. and international segment. On slide 12, as we continue to highlight the growth profile of the business, our 2021 revenue growth will be approximately 132% year-over-year. On a pro forma basis, our ARR growth will equate to over 200%, which we provide a breakdown of contribution of the CAD 54.4 million of ARR in the ARR performance chart. Importantly, we would also like to provide some guidance today for 2022. We expect the business to do between CAD 75 million and CAD 85 million of ARR by December of 2022. On a revenue growth basis, this will equate to 180%-200% over our end of year 2021 revenue, and we will continue to maintain substantial levels of profitability with an expected adjusted EBITDA margin for the year ended December 31st, 2022, to be in the range of 30%-40%. Overall, we expect LifeSpeak to continue to offer a high-growth, profitable technology investment opportunity for shareholders, and we are very pleased with the fundamental quality of the businesses that we have acquired and the business we have built to date. Moving on to slide 13, as it relates to the transaction overview and as disclosed earlier today in our press release, the total consideration for the Wellbeats acquisition is $80 million, payable in cash on closing and an additional up to $12.5 million in the form of an earn-out payable on the achievement of predetermined 2022 milestones. The transaction will be funded through a combination of cash on hand and a new CAD 97.5 million credit facility led by Scotiabank Technology and Innovation Banking Group. The credit facility is set up as a full revolving term credit facility, bearing an interest rate at an annual rate determined based upon a debt to adjusted bank EBITDA ratio grid. Concurrent to the transaction, we are pleased to announce that we have completed a small CAD 22 million private placement of common shares led by BDC Capital. The private placement ensures optimal flexibility for LifeSpeak going forward and allows us to operate with the appropriate leverage levels post-transaction. If we had funded the transaction entirely with the credit facility, the anticipated pro forma net debt to adjusted EBITDA would have been 4.4 x at closing. However, with the private placement, that level adjusts to 3.4 x at closing, which we believe is a very manageable leverage level and leaves us significant room within our existing credit facility for future growth if the right opportunity presents itself. Moving forward, thanks to our strong pro forma free cash flow, we believe we will be able to rapidly de-lever the business to approximately 2.5 x net debt to adjusted EBITDA one year post-close. I'll now turn it back to Nolan for some closing remarks. Thanks, Mike. As we hope you can all hear, we're very excited about the addition of Wellbeats and the Wellbeats team. As you can see on slide 15, the summary slide, we believe this combination cements our leadership position in total employee health and well-being and provides us with an immediate ability to diversify our customer base and ultimately create significant cross-sell and upsell opportunities. The acquisition of Wellbeats will add scale to our business and supercharge our continued U.S. growth by adding a complementary direct sales team and an extensive client base. The cultural fit between the organizations is excellent, and we're thrilled to welcome Jason and the strong team at Wellbeats to our growing family. The team will further enhance the leadership capabilities and the talent we need to continue our global growth. The strong financial profile and complementary business model further expands our scale while remaining true to our strategic objectives and firmly places us in the lead position as a provider of mental health and total well-being education. Additionally, we believe we've managed to finance the acquisition with a very prudent and highly attractive package, which leaves us flexibility to continue to grow rapidly. We are very much looking forward to updating you on our continued progress in the coming weeks and months. We can now open the call to questions. Operator? Certainly. We will now begin the question- and- answer session. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. Again, to ask a question, press star one. As a reminder, if you are using a speakerphone, please remember to pick up your handset before asking your question. We will pause here briefly as questions are registered. The first question is from the line of Doug Taylor with Canaccord. You may proceed. Yeah. Thanks. Good evening and, congratulations on what looks like a very interesting transaction here. I would like to start by asking- Thanks, Doug. Want you to detail what you see as the integration roadmap from here, bringing these two products and businesses together. Should we be expecting a migration on a, you know, one content delivery platform, or are these gonna be operated separately? Can you walk through how you see this unfolding? Sure. Doug, as we've sort of answered for each of the three prior acquisitions, we are implementing the same strategy, which is as follows. In itially, the platforms will remain separate, though we will be working internally on having a seamless offering for clients such that they can purchase a combined version of the product and have it be seamless to them. We continue to sell and market each platform as it exists today, as each is growing at a very attractive growth rate in a very successful way. We will be starting to consolidate and augment content given that both companies have some pretty serious expertise in that. We think that is a way we can really drive to the next level there. We'll certainly have, on the technology side, cross-learnings between the two businesses. Initially, at a minimum, we will make sure that the technologies built remain separate, most importantly, to make sure that no matter what happens, clients have the amazing experience both companies have come to drive. With respect to sales, as we've described, and this is similar to how we've integrated the other acquisitions, we have a cross-selling team at the LifeSpeak level, which will focus on directing that, and the individual teams will continue to lead their products, but will learn and begin to get expertise in the other products offered by the platform so that they'll be able to bring in experts where needed to augment that selling. Strategic cross-selling will be done on a joint corporate level and, obviously back office functions to the extent we can purchase better and do things smarter as a larger entity, we'll manage that. Paramount for us is making sure that the client experience is as good, if not better, than it always has been and continue to push that to the next level. You provided some new financial guidance for this fiscal year regarding the growth profile of the combined entity here. I think, you know, by my math works out to at least on the ARR side, about 40%-55% ARR growth anticipated in 2022. Is that, you know, what we should think about as the kind of organic growth profile that you expect this company to produce going forward with the combined asset base? How much of that is this cross-sell versus, you know, the standalone organic growth profiles of each of these entities? You know, I understand that's gonna become increasingly difficult to separate. Talk me through that. That's a great question. I'm gonna suggest one thing on the cross-sell. I'm gonna turn it over to McKenna to answer the numerical questions. There are as you guys know, all the different products are. Some are available all over the world, some need you know, build-up to get the different areas. The cross-sell will be a cadence, which we'll walk people through. Much of it can occur very short term. To get full global cross-sell takes some time to make sure we have that done. Mike, why don't I turn that over to you, McKenna, and give Doug some color around that. Yeah. Out of the gate, Doug, the numbers that we have provided are exactly what you referenced in terms of, you know, the opportunity for growth within the business units that we've broken out, on that chart in terms of ARR performance. That's gonna be ultimately the pro forma growth. I think, you know, the opportunity within cross-sell is really sort of still to come, right? Potentially provide some additional upside there. I think your view on obviously the guidance is the right guidance and we're looking forward to be able to achieve that into 2022. Additionally, as you know, the platform integration develops, the cross-sell opportunity will develop further from there. Okay. You know, one last modeling question for me. Can you speak to the, you know, the gross margin profile and the EBITDA margin profile of Wellbeats today? You've sort of maintained that kinda margin guidance range for the year, similar to what it was already. I just wanna know if it's, you know, if it's already operating at that model or if there's some integration, you know, ramp to get there. Yeah. On gross margin basis, very similar to what LifeSpeak would have been operating at traditionally. A little bit lower on EBITDA margin, but I think again, combined, that's where we sort of get to that guidance level that we're providing, right? That's I think, you know, probably a good way to think about it. You know, we won't see. We're not going into this thinking that there's gonna be significant deterioration at the gross margin line, for example. Thank you. I'll pass the line. Thank you, Mr. Taylor. The next question is from the line of Adam Buckham with Scotiabank. You may proceed. Hey, guys. Thanks for taking my questions, and happy Valentine's Day. So I have two questions. They're both regarding ARR. You know, the first is, you know, thinking about the client base that's been sort of acquired here or is going to be acquired, are you able to share some details on what the average length of the contract might be, across the board? Then, you know, if you think about the contract lengths, like how does that compare to, you know, the contracts that LifeSpeak enters into? McKenna, you wanna tackle that? Yeah. Hey, Adam. It's Mike. Straightforward. Yeah. Thanks, Adam. Yeah. Yeah, for sure. Very similar in length to LifeSpeak on the enterprise side. Think about that in three years range. I think one thing that's different is that there's more monthly billing here than at LifeSpeak, which we as you know is more on the enterprise side annual billing. Okay? There's a bit more monthly billing here, but sort of standard length. On the average contract size, it is lower than what you would have expected on the LifeSpeak enterprise side. But you know, not significantly so. Okay. That's good color. Thanks. I guess just additionally sort of follow on there. When you think about the 400 clients that are, you know, part of the enterprise base that you're acquiring, the 400 +, you know, would any of those larger clients been ones that were sort of targeted in sort of your pipeline already or when you think about the U.S., or would have those been more targeted through like the embedded, you know, clients that you guys are looking to go after? Oh, no. Adam, they look a lot more like our enterprise clients from a targeting standpoint, though as we said earlier, we don't have a lot of overlap because there are a lot of companies available to us to talk through. There are partners that Wellbeats has that, you know, might open themselves up for more embedded type conversations. From our standpoint, leveraging the capabilities to do deep, you know, physical well-being, we think allows us to leverage embedded solutions. I'd say that the vast majority of the client base looks a lot more like the enterprise client base than per se the embedded. That's something we think we can bring to the party as well. Okay, great. One last one. I'll just follow up with a third. You know, if you think about engagement for the platform, are you able to share any metrics in terms of user engagement or maybe KPIs around customer satisfaction? Anything along those lines would be helpful. Yeah. I mean, Mike, M cKenna, do you wanna do that, or you wanna hold that up for Jason? Yeah. I think I can talk a little bit about just in terms of first of all, talk on the KPIs, and then Jason, you can talk a little bit about the usage of the platform. In terms of KPIs, Adam, I think that's one thing that's really important. We showed a couple of them in the presentation, and I'm talking sort of general financial KPIs first, right? Everything lined up very well to the LifeSpeak business, and in fact, in some cases was even a little bit better. You know, we showed the net dollar retention rate as an example, right? So obviously, that's more of a financial KPI. Certainly, on a usage basis through our channel checks Customer calls during our diligence. One of the things that came through very well was the satisfaction of the employers on the usage of their employees, and we were able to verify that. We were pretty pleased with what we were getting back in terms of references. You know, Jason, maybe you give a bit more of a view on how you guys target and enhance that usage with some of your customers. I think the key takeaway from us was that we're very pleased, and it was validated through the channel checks. Yeah. Thanks, Mike, and thanks for the question. One thing I'll add to client satisfaction KPI, what we use is NPS or net promoter score. Where we are right now as an organization is around 75 on client satisfaction. That's world-class, as you guys know, if you follow that. In terms of engagement, that varies very similar to LifeSpeak clients based on what type of implementations exist. We have a lot of embedded health plans, for instance, that do single sign-on. For those type of clients, engagement will be relatively low because they never get to our platform. Where there's other clients who use our best practices and get significantly high. If you look at it in a booked business, it's in the low teens. If they use our best practices, it is in, you know, a double to triple on that. It's very similar to what LifeSpeak sees in their engagement, depending on the type of implementations deployed for client engagement best practices. That's fantastic. Thanks again for the color. Thank you, Mike, and welcome. The next question is from the line of Jeff Martin with Roth Capital Partners. You may proceed. Great. Thank you. Wanted to ask a little bit about the competitive dynamic, you know, for Wellbeats in terms of price, content, and usage. If you could give us a sense of, you know, how you compare with your closest competitors out there. Jason, you wanna give him the quick version of that? I can highlight by saying what we really like is it's a very usable price point for enterprise purchasing, and I think it fits well with the portfolio we're building, and is in that zone. Jason, why don't you give a little bit of color around how you guys see where you stack up in price and competition? Yeah, I think it depends on what the alternative is and how you define the competition. One competitive alternative we see is fitness reimbursement, and the price point there is very high on a per usage basis. Very low percentages of a given population will use that program, where with ours, the relative percentage and then cost per unit basis is very low. I think it really depends. Where you look at more direct consumer players, again, that's a specific product, a fantastic product, but very focused on a very specific consumer, very specific TAM, where we're really focused on who we call Jane internally or Sally, who is more population-based, and they wouldn't use the alternatives out there. We really base our competitive advantage in three ways. Really around accessibility, approachability, and affordability, to really keep it simple on how it rates relative to competitive alternatives. Yeah, if you remember from some of the conversations we've had, we focus on this concept of being democratically available, and that's what drives usage. Wellbeats is very similar to us on that front. Got it. Okay. My other question is in terms of, you know, new clients, the sales cycle. I'm curious, you know, what the length of the sales cycle is, how that's trended over the past couple of years, and when clients make a go or no-go decision, what are the most common reasons for either? Yeah, Jason, go ahead. Yeah. I'd say similar to what you guys are seeing. Our cycle time depends on segment size, but anywhere from four to six months. The reasons for no are typically less no and more not now. What we see is deferment, where we had a lot of verbals that are rolling into 2023 or 2022, based on timing because of unexpected expenses related to COVID and just not knowing, and accounting for costs. We don't hear no a lot. It's more not now. When we do, it's usually budgetary. Got it. Thanks very much. Thank you, Mr. Martin. The next question is from the line of David Newman, my apologies, with Desjardins. You may proceed. Morning. Good morning. Good afternoon, gentlemen. Hey, David. How you doing? Very good. Congratulations on the deal. Thank you. I guess the first question I've got is, if I'm kinda looking at the pro forma and a weighted average, it looks like it's around 25-ish kind of EBITDA margin overall, if I'm not mistaken. If you're looking at sort of the ARR per client, which is lower than your base business, do you think there as you sort of look at closing the gap there on cross-selling, adding more services, pricing and that sort of thing, is there anything to preclude this from moving up to call it, you know, a 40% + margin or ultimately even up to a 50% margin in line with LifeSpeak? McKenna, you wanna talk about that. Yes. David, I think, yeah. Absolutely. Right? I think, you know, we've talked a number of times just about sort of the operating leverage that's available to the business sort of into 2022 and beyond. You know, I think absolutely that's the objective, David, is to, you know, take advantage of that operating leverage and grow the margins as we're talking about. I mean, we've provided the 2022 guidance just, you know, as it's sort of out of the gate, right? There's lots of opportunity as we bring the two businesses together to further increase the overall operating leverage. Yeah, ultimately we'll still objectively achieve those levels into 2023. We certainly see some opportunity there for sure. Is it a function of the way it's priced today? Is there any leverage for further pricing on it, especially as you sort of holistically putting together the mental and physical well-being together that you can price up? I assume it's all on a PMPM basis, but what is sort of the? Is it just purely a function of more cross-selling of the two products? Yeah, I think the answer is it's a function of cross-selling, you know, and where the market is. I think Wellbeats has done a pretty good job carving out for themselves the right price to really drive adoption and utilization and still do it profitably. You know, I think from the standpoint of how do we cross-sell, you know, I think the idea will be there'll be standalone prices for the products and, you know, to the extent people bundle the products, you know, we will probably create some incentives for people to do that over time. Got it. If I look at the product you've got in Canada with LIFT, it looks like a similar product, but of the 400+ clients, I assume they're primarily, it's obviously primarily U.S., but is there any outside of the U.S., and how would this kind of fold into the LIFT in Canada, if you're looking to, you know, expand the product across all your clients? Sure. Great question. A big difference, and I'm now gonna let Michael jump in and interrupt me here. I can. Difference is the capability. I can go. I mean, I mean, they're really- Yeah. Sorry, go ahead. Sorry. No, no. Go ahead. Do it. It's all you. They're completely complementary, David. I think we can bring both to existing clients. Obviously, they play in the same category, but bring different attributes, where Wellbeats has the amazing content and sessions, which has made it grow so successfully. LIFT brings a certain amount of live and interactive and engagement and community aspects, which Wellbeats doesn't have, right? The best thing is I think we can even upsell existing clients of both with the others offering, and it really doubles down on, you know, our thesis about this mind/body connection. Not a lot of like hardly any overlap, if any, you know, in client base. I think there's a great opportunity. They achieve different things for the buyer, I think what is the most important part. Interesting. The last one for me, guys, is just this seems like just an absolute natural add-on to EAP plans, et cetera. I mean, as I look at sort of embedded channel partners and things like that, like that's a real point of leverage here. Have you had any, I mean, it's early days, I mean, but have you discussed this with channel partners and what the offer might be? You know, just to give you the answer, we have not been able to until this moment. Right. Got you. Yeah. We have some ideas around what that should look like. No, I mean, it's a great question. We agree with your sentiment. How about that? Yeah. Excellent. Thank you, guys. Congratulations. Thanks. Sorry. Go ahead. I was just gonna say, what I can add is, you know, we've had this deal in the works for a long time. Without specifically discussing Wellbeats, you know, we're having, you know, countless embedded discussions of which, you know, we've tested the concept of the embedded physical well-being component. You know, that played a strong role in us, you know, moving forward. Yeah. We know. It really should make us a better partner. Yeah, exactly. Interesting. Okay, we'll stay posted for more to come. Thank you. Thanks. Thank you. Thanks, David. Thank you, Mr. Newman. The next question is from the line of Paul Treiber with RBC Capital Markets. You may proceed. Thanks very much, and good afternoon. Just following up on one of the last points that you made just in terms of the deal being in the works for a while. Can you just provide some history on the acquisition, you know, the process involved there, and any sort of other avenues that Wellbeats may have considered? I'll tell you from the LifeSpeak standpoint, and I can let Jason comment. I mean, this is a business we've known about for years and years and years based on the reputation in the market. We've kind of always just candidly, not to make this too sappy on Valentine's Day, but we've always looked up to what they've been able to accomplish in the physical well-being space long before it was an opportunity for us to acquire it. When we found that opportunity arose, knowing the business from the market, we kind of jumped on it. There was a process. I would argue that, you know, just like our other acquisitions, we believed we were able to, you know, because we're so handsome and charming. No, really, because of the fit of our businesses, we were able to strike a deal that worked for both sides and really focus hard on getting a management team and a group of folks here that have very shared cultural views and could fit really well in our organization. I think we were able to work together to get a transaction that worked for both sides. You know, Jason, I don't know if you have too much to add, but it was competitive. There are lots of folks out there, you know, who are interested in what Jason and his team have created. It's a fantastic brand and a fantastic business. You know, we think we were very pleased to win, and we don't think we did it just by, you know, writing the biggest check. We think we were creative, and I think Jason and his team and frankly, their shareholders were very collaborative with us in trying to figure that out. It was not always a straight line. Yeah. Thanks, Nolan. Jason, you want to add anything to that? I guess I'd reiterate that as well. Yeah, I'll add from my perspective, very similar sentiments. I mean, we clearly. I'm not gonna talk too much about the process. What I will say is we did have options, didn't have to do anything. The attraction to LifeSpeak and the opportunity to bring what they do together with what we have created and do, to the market at this time was just too compelling and too much of an opportunity to be quite disruptive at a time when the market really needs it. There is not a B2B solution out there that can transform the space that I think we're positioned to do. That's kind of why we landed where we did, and I'm super excited for our company, our brand, and importantly, our team, because our team is equally excited about this partnership and that we're not done yet. Our work is just getting started. That's great. Thanks for that feedback and color. Second question, and it relates to both companies, is on the organic momentum of both businesses here. Obviously, you've laid out the outlook for the coming year. What are your thoughts on, you know, obviously, as a combined company, you know, from your comments, it sounds like you feel like there could even be faster growth. Do you feel like, you know, the momentum prior to coming together was as, you know, strong as what you'd anticipated and well, you know, or you felt like this was a necessity to drive growth up to the next leg? No, I mean, Paul, I'll answer it this way. I think both of us felt very good about our own momentum. What we believe together, the reason we think there's some synergies even leaving aside cross-sell, and we give this example for folks sometimes. If we're talking to an organization and they love our product, but their budget is oriented to physical well-being, no matter how much they think the LifeSpeak core offering is fantastic, they don't have budget for it at this current time. We would park that conversation, and we would keep calling them until they had such budget. The advantage we have by being able to have both of these robust offerings and both in the front of LIFT is if that's the conversation, we're now having that conversation, and that broadens the base for both companies on top of the companies they're already talking to. We think that there's combined momentum when you put these two things together greater than the sum of the parts. We've seen that in different discussions, you know, frankly, even during the due diligence period. The other trend that we're seeing, and I think both of us are sizable enough in this industry, there are a lot of players smaller than us, and I think what we're seeing is, you know, this is a complex space becoming very critical to retention and productivity. Larger employers are looking at this space and saying, "We know we spend more money here. We love it, but what we can't do is keep buying from individual vendors." The stronger, bigger vendors really would have an advantage. Thanks. That's helpful. One last one for me. I'm just trying to think through the mechanics of your contracts. Just with the outlook for 2021, there's quite a relatively large range implied for Q4. I'm just trying to think or can you help explain like the nature of your contracts, why you see such a large range or uncertainty at this point, you know, a month and a half after the quarter end in revenue and ARR? McKenna, you wanna tackle that one? Yeah. I'm not sure, Paul, I don't quite follow the question just in terms of ARR for the end of the year. I mean, we tried to highlight what the business looks like, you know, certainly on a pro forma basis, right? And as much detail as possible for the LifeSpeak business, which includes, you know, a small bit of LIFT and ALAViDA and then the Torchlight business that we acquired. I mean, that number, you know, is the ARR. Then we're adding on the Wellbeats business, you know, as a pro forma. Maybe we wanna have some follow-up in terms of the model. But I think generally speaking, we try to provide the guidance. We did have to provide some ranges, and that's just the nature of disclosure. We haven't got our audits and such done yet. We tried to, you know, on slide 12 of the presentation, you know, be as accurate as possible with views on, you know, the revenue, ARR and the guidance for 2022. Okay. Thank you. I'll pipeline. Okay. Thanks, Paul. Thank you, Mr. Treiber. The next question is from the line of Gavin Fairweather with Cormark. You may proceed. Oh, hey, congrats on the acquisition. I thought I'd start out just on the go-to-market. You touched on an enterprise direct sales force, but the press release also referenced a, you know, a distribution channel. So can you just talk about, you know, how much of the, you know, sales is coming from both channels and any kinda channel synergies that you see between the two companies? Sure. I mean, on that, Mike, I'm gonna defer to McKenna to make sure we only disclose what we can disclose. The bulk of the sales are direct, just like LifeSpeak. So So just to give that context, very similar to the way we go to market, you know, direct approach to companies. The channel partner group, Mike, do you wanna maybe just give a little bit of dimension? Sorry, Nolan, I'm not sure I follow the ask. In terms of just the breakdown. I think Gavin's asking how do the sales break down between direct and channel and what will that be going forward? Gavin, is that sort of what you're trying to get at? Yeah. Also, like I know with Torchlight, you got a few distribution partners like the Aon and Mercer marketplaces. Yep. Would you see any synergies between the two there? There is certainly, I mean, one of the logos, for example, we disclosed on the page was Virgin Pulse, right? We at LifeSpeak today would do a very, you know, small amount of business with Virgin Pulse and that's been one of the competitive advantages, frankly, for the Wellbeats business, is that they have a very strong relationship there, right? That does two things for us, right? It opens up again some of the opportunities for cross-sell. I think, you know, as we understand the relationships that are there from the channel checks we've done, you know, those are only gonna be expanding. The vast majority of the Wellbeats business today is direct, but there's a decent amount coming from those types of aggregators, and we can really pick up and continue to develop those relationships. Yeah, we see it very much in the same light as Torchlight business overall here. Obviously, there's more scale, right? But very strong across the board in terms of both direct and through channel partners. My apologies for not understanding the question when you first asked it. No worries. Thanks so much. That's helpful. Maybe you can just touch on the earn-out hurdles and what kind of performance would kick those in? Yeah. It is revenue-based, and it's based on 2022 targets. I can't really disclose the particulars, but it is based on predetermined milestones for you know for 2022. Gavin, the only thing I'll add to that is, from the standpoint of, you know, how we think of earn-outs, we are very aligned with it. If the milestones are, we're very supportive of those milestones being hit. We're aligned with both the management team and- Yeah. The shareholders of Wellbeats. We were very careful to make sure that we did not enter into anything that conflicted with any objectives we had. Just to add the color. It's very consistent, Gavin, with how we've structured all of our deals, right? With some element of shared risk, right? It's very consistent now through the first four transactions. Great. Thank you. Thank you, Mr. Fairweather. The next question is from the line of Justin Keywood with Stifel. You may proceed. Thanks for taking my call, and congrats on the transaction. I just had a follow-up question on the financial guidance. The EBITDA margin from 30%-40%, is that based on what the level of scale in the business could be, or are there other factors in driving the margin to be 30% or 40%? What could determine that range? 'Cause it is a bit wide, you know, given the complexion of the business. Yeah. Thanks, Justin, for the question. I think there's a couple things, right? There is obviously, you know, some potential operating leverage available, right? Depending on the size of some of the potential, you know, new sort of larger embedded opportunities or some larger partnership opportunities from Wellbeats. There are some scale elements to those, right? As we've talked about, you know, over time, some of those, you know, could ramp significantly faster for us, and that would obviously drive the margin to the higher end, right? In part, you know, and it's just, you know, there's a little bit of timing associated with all this, as there always is in terms of our numbers, the contracts, timing of launch and timing of ramp, right? We'll certainly see, you know, potentially, you know, increasing margin through the course of the year, and that's meant to sort of give a guidance on where the range, you know, would be through the course of the year. Thank you. Appreciate that. Thank you, Mr. Keywood. There are no additional questions waiting at this time, so I will pass the conference over to the management team for any closing remarks. Guys, I think we've exhausted 56 minutes on Valentine's Day in the evening. Yeah. We'll add no further comments, but you know, you guys know where we live. Thank you all very much for listening to us. We're super excited and, you know, we're gonna put our heads down and make sure we deliver all the things we've sort of discussed. Thanks again. Appreciate it, and enjoy your evenings. That concludes today's LifeSpeak M&A update conference call. Thank you for your participation. You may now disconnect your line.