LifeStance Health Group, Inc. - Quarter Report: 2023 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40478

LifeStance Health Group, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	86-1832801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 N. Scottsdale Road Suite 2300 Scottsdale, Arizona	85251
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 767-2100

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2023, the registrant had 378,607,491 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations and Comprehensive Loss	3
	Consolidated Statements of Changes in Stockholders' Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by 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, although not all forward-looking statements contain these identifying words. For example, all statements we make relating to: our ability to grow our business, expand access to our patients and our payors and invest in our platform; our plan to partner with additional hospital systems, large primary care groups and other specialist groups; our expectation that we will continue to open de novo center and acquire new centers; our growth rates and financial results; our plans and objectives for future operations, growth or initiatives and strategies; and our expected market opportunity are forward-looking statements.

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. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions described in Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the "SEC") on March 9, 2023 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023, including, among other things:

•

we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies;

•

if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy;

•

our ability to recruit new clinicians and retain existing clinicians;

•

if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed;

•

we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition;

•

we are dependent on our relationships with affiliated practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges;

•

we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed;

•

the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business;

•

if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners;

•

our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems;

•

our existing indebtedness could adversely affect our business and growth prospects; and

•

the other factors set forth under “Risk Factors.”

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the quarterly period ended September 30, 2023

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)


	September 30, 2023			December 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$	42,605		$	108,621
Patient accounts receivable, net		149,716			100,868
Prepaid expenses and other current assets		71,929			23,734
Total current assets		264,250			233,223
NONCURRENT ASSETS
Property and equipment, net		190,067			194,189
Right-of-use assets		180,685			199,431
Intangible assets, net		233,615			263,294
Goodwill		1,293,426			1,272,939
Other noncurrent assets		13,023			10,795
Total noncurrent assets		1,910,816			1,940,648
Total assets	$	2,175,066		$	2,173,871
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	10,400		$	12,285
Accrued payroll expenses		83,618			75,650
Other accrued expenses		91,030			30,428
Current portion of contingent consideration		8,964			15,876
Operating lease liabilities, current		43,604			38,824
Other current liabilities		3,258			2,936
Total current liabilities		240,874			175,999
NONCURRENT LIABILITIES
Long-term debt, net		248,371			225,079
Operating lease liabilities, noncurrent		191,515			212,586
Deferred tax liability, net		38,403			38,701
Other noncurrent liabilities		855			2,783
Total noncurrent liabilities		479,144			479,149
Total liabilities	$	720,018		$	655,148
COMMITMENTS AND CONTINGENCIES (see Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock – par value $0.01 per share; 25,000 shares authorized as of September 30, 2023 and December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022		—			—
Common stock – par value $0.01 per share; 800,000 shares authorized as of September 30, 2023 and December 31, 2022; 378,607 and 375,964 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		3,788			3,761
Additional paid-in capital		2,162,766			2,084,324
Accumulated other comprehensive income		4,381			3,274
Accumulated deficit		(715,887	)		(572,636	)
Total stockholders' equity		1,455,048			1,518,723
Total liabilities and stockholders’ equity	$	2,175,066		$	2,173,871

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

LIFESTANCE HEALTH GROUP, INC.

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,
	2023			2022			2023			2022
TOTAL REVENUE	$	262,895		$	217,560		$	775,062		$	630,182
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		186,686			157,267			556,280			455,857
General and administrative expenses		130,945			81,248			317,425			288,176
Depreciation and amortization		19,621			17,884			58,220			50,311
Total operating expenses	$	337,252		$	256,399		$	931,925		$	794,344
LOSS FROM OPERATIONS	$	(74,357	)	$	(38,839	)	$	(156,863	)	$	(164,162	)
OTHER INCOME (EXPENSE)
Gain on remeasurement of contingent consideration		1,867			1,176			4,443			562
Transaction costs		—			(210	)		(89	)		(507	)
Interest expense, net		(5,477	)		(4,189	)		(15,688	)		(14,763	)
Other expense		(1	)		(144	)		(70	)		(144	)
Total other expense	$	(3,611	)	$	(3,367	)	$	(11,404	)	$	(14,852	)
LOSS BEFORE INCOME TAXES		(77,968	)		(42,206	)		(168,267	)		(179,014	)
INCOME TAX BENEFIT		16,385			4,353			26,964			10,106
NET LOSS	$	(61,583	)	$	(37,853	)	$	(141,303	)	$	(168,908	)
NET LOSS PER SHARE, BASIC AND DILUTED		(0.17	)		(0.11	)		(0.39	)		(0.48	)
Weighted-average shares used to compute basic and diluted net loss per share		372,476			357,520			365,556			354,057

NET LOSS	$	(61,583	)	$	(37,853	)	$	(141,303	)	$	(168,908	)
OTHER COMPREHENSIVE INCOME
Unrealized gains on cash flow hedge, net of tax		230			3,185			1,107			3,185
COMPREHENSIVE LOSS	$	(61,353	)	$	(34,668	)	$	(140,196	)	$	(165,723	)

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

(In thousands)


	Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount			Capital			Income		Deficit			Equity
Balances at June 30, 2023		378,005		$	3,782		$	2,141,247		$	4,151	$	(654,304	)	$	1,494,876
Net loss		—			—			—			—		(61,583	)		(61,583	)
Issuance of common stock upon vesting of restricted stock units		707			7			(7	)		—		—			—
Forfeitures		(105	)		(1	)		1			—		—			—
Other comprehensive income		—			—			—			230		—			230
Stock-based compensation expense		—			—			21,525			—		—			21,525
Balances at September 30, 2023		378,607		$	3,788		$	2,162,766		$	4,381	$	(715,887	)	$	1,455,048


	Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount			Capital			Income		Deficit			Equity
Balances at June 30, 2022		376,181		$	3,763		$	2,015,665		$	—	$	(488,127	)	$	1,531,301
Net loss		—			—			—			—		(37,853	)		(37,853	)
Issuance of common stock upon vesting of restricted stock units		46			—			—			—		—			—
Forfeitures		(185	)		(2	)		(863	)		—		—			(865	)
Other comprehensive income		—			—			—			3,185		—			3,185
Stock-based compensation expense		—			—			35,735			—		—			35,735
Balances at September 30, 2022		376,042		$	3,761		$	2,050,537		$	3,185	$	(525,980	)	$	1,531,503

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

(In thousands)


	Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount			Capital			Income		Deficit			Equity
Balances at December 31, 2022		375,964		$	3,761		$	2,084,324		$	3,274	$	(572,636	)	$	1,518,723
Net loss		—			—			—			—		(141,303	)		(141,303	)
Adoption of ASU 2016-13		—			—			—			—		(1,948	)		(1,948	)
Issuance of common stock upon vesting of restricted stock units		4,713			47			(47	)		—		—			—
Forfeitures		(2,070	)		(20	)		(3,379	)		—		—			(3,399	)
Other comprehensive income		—			—			—			1,107		—			1,107
Stock-based compensation expense		—			—			81,868			—		—			81,868
Balances at September 30, 2023		378,607		$	3,788		$	2,162,766		$	4,381	$	(715,887	)	$	1,455,048


	Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount			Capital			Income		Deficit			Equity
Balances at December 31, 2021		374,255		$	3,743		$	1,898,357		$	—	$	(357,072	)	$	1,545,028
Net loss		—			—			—			—		(168,908	)		(168,908	)
Issuance of common stock upon vesting of restricted stock units		2,000			20			(57	)		—		—			(37	)
Forfeitures		(213	)		(2	)		(1,048	)		—		—			(1,050	)
Other comprehensive income		—			—			—			3,185		—			3,185
Stock-based compensation expense		—			—			153,285			—		—			153,285
Balances at September 30, 2022		376,042		$	3,761		$	2,050,537		$	3,185	$	(525,980	)	$	1,531,503

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)


	Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(141,303	)	$	(168,908	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		58,220			50,311
Non-cash operating lease costs		30,225			—
Stock-based compensation		78,469			152,235
Loss on debt extinguishment		—			3,380
Amortization of discount and debt issue costs		1,592			1,351
Gain on remeasurement of contingent consideration		(4,443	)		(562	)
Other, net		5,105			144
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net		(48,484	)		(34,606	)
Prepaid expenses and other current assets		(52,293	)		(5,811	)
Accounts payable		(3,848	)		1,109
Accrued payroll expenses		7,622			(588	)
Operating lease liabilities		(30,109	)		—
Other accrued expenses		65,568			18,816
Net cash (used in) provided by operating activities	$	(33,679	)	$	16,871
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(29,106	)		(68,871	)
Acquisitions of businesses, net of cash acquired		(19,820	)		(40,294	)
Net cash used in investing activities	$	(48,926	)	$	(109,165	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of discount		25,000			237,474
Payments of debt issue costs		(188	)		(7,266	)
Payments of long-term debt		(1,821	)		(181,230	)
Prepayment for debt paydown		—			(1,609	)
Payments of contingent consideration		(6,402	)		(12,290	)
Taxes related to net share settlement of equity awards		—			(478	)
Net cash provided by financing activities	$	16,589		$	34,601
NET DECREASE IN CASH AND CASH EQUIVALENTS		(66,016	)		(57,693	)
Cash and Cash Equivalents - Beginning of period		108,621			148,029
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	42,605		$	90,336
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net	$	15,424		$	9,518
Cash paid for taxes, net of refunds	$	416		$	1,780
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES
Equipment financed through finance leases	$	—		$	264
Contingent consideration incurred in acquisitions of businesses	$	1,985		$	7,719
Acquisition of property and equipment included in liabilities	$	5,303		$	8,607

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

LIFESTANCE HEALTH GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(In thousands, except per share amounts)

NOTE 1 NATURE OF THE BUSINESS

Description of Business

LifeStance Health Group, Inc. ("LifeStance" or the "Company") operates as a provider of outpatient mental health services, spanning psychiatric evaluations and treatment, psychological and neuropsychological testing, and individual, family and group therapy.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies are discussed in Note 2 "Summary of Significant Accounting Policies" in Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2022. During the nine months ended September 30, 2023, there have been no significant changes to these policies other than the addition to the cash and cash equivalents policy further described below.

Basis of Presentation and Principles of Consolidation

The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the SEC regarding interim financial reporting, which include the accounts of LifeStance, its wholly-owned subsidiaries and variable interest entities ("VIEs") in which LifeStance has an interest and is the primary beneficiary. Pursuant to these rules and regulations, the Company has omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly state its consolidated financial condition, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s audited financial statements for the year ended December 31, 2022 in the Company's Annual Report on Form 10-K.

Use of Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Variable Interest Entities

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available information. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change.

The Company acquires and operates certain care centers which are deemed to be Friendly-Physician Entities (“FPEs”). As part of an FPE acquisition, the Company acquires 100% of the non-medical assets, however due to legal requirements the physician-owners must retain 100% of the equity interest. The Company’s agreements with FPEs generally consist of both a Management Service Agreement, which provides for various administrative and management services to be provided by the Company to the FPE, and Stock Transfer Restriction (“STR”) agreements with the physician-owners of the FPEs, which provide for the transition of ownership interests of the FPEs under certain conditions. The outstanding voting equity instruments of the FPEs are owned by the nominee shareholders appointed by the Company under the terms of the STR agreements. The Company has the right to receive income as an ongoing management fee, which effectively absorbs all of the residual interests and has also provided financial support through loans to the FPEs. The Company has exclusive responsibility for the provision of all nonmedical services including facilities, technology and intellectual property required for the day-to-day operation and management of each of the FPEs, and makes recommendations to the FPEs in establishing the guidelines for the employment and compensation of the physicians and other employees of the FPEs. In addition, the STR agreements provide that the Company has the right to designate an appropriately licensed person(s) to purchase the equity interest of the FPE for a nominal amount in the event of a succession event at the Company’s discretion. Based on the

provisions of these agreements, the Company determined that the FPEs are VIEs due to the equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs.

The contractual arrangements described above allow the Company to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, the Company is the primary beneficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company provides to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are allocated to the Company. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary.

As noted previously, the Company acquires 100% of the non-medical assets of the VIEs. The aggregate carrying values of the VIEs total assets and total liabilities not purchased by the Company but included on the consolidated balance sheets were not material at September 30, 2023 and December 31, 2022.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents consist of demand deposits held with financial institutions and investments in money market funds.

Emerging Growth Company Status

The Company is currently an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company's unaudited consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

As of June 30, 2023, the market value of the Company's common stock held by non-affiliates exceeded $700 million. As a result, the Company will become a large accelerated filer beginning January 1, 2024 for future filings and will no longer be an emerging growth company. As a large accelerated filer, the Company will be subject to certain disclosure and compliance requirements that apply to other public companies but did not previously apply to the Company due to its status as an emerging growth company. These requirements include, but are not limited to: the requirement that the Company's independent registered public accounting firm attest to the effectiveness of the Company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; compliance with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors' report providing additional information about the audit and the financial statements; the requirement that the Company provide more detailed disclosures regarding executive compensation; and, the requirement that the Company hold a non-binding advisory vote on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The estimate of expected credit losses requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. The CECL model is expected to result in more timely recognition of credit losses. The Company adopted the standard on January 1, 2023 using the modified retrospective adoption method and did not have a material impact to the consolidated financial statements. The Company makes estimates of expected credit losses based on a combination of factors, including historical losses adjusted for current market conditions, the Company's customers' financial condition, delinquency trends, aging behaviors of receivables and credit and liquidity indicators, and future market and economic conditions and regularly reviews the adequacy of the allowance for credit losses.

NOTE 3 TOTAL REVENUE

The Company’s total revenue is dependent on a series of contracts with third-party payors, which is typical for providers in the health care industry. The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the payor mix with third-party payors, which have different reimbursement rates.

The payor mix of fee-for-service revenue from patients and third-party payors consists of the following:


	Three Months Ended September 30,										Nine Months Ended September 30,
	2023					2022					2023					2022
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	239,902		91	%	$	196,013		91	%	$	704,717		91	%	$	568,683		91	%
Government		10,993		4	%		9,648		4	%		32,943		4	%		27,544		4	%
Self-pay		10,229		4	%		9,489		4	%		30,360		4	%		26,587		4	%
Total patient service revenue		261,124		99	%		215,150		99	%		768,020		99	%		622,814		99	%
Nonpatient service revenue		1,771		1	%		2,410		1	%		7,042		1	%		7,368		1	%
Total	$	262,895		100	%	$	217,560		100	%	$	775,062		100	%	$	630,182		100	%

Among the commercial payors, the table below represents insurance companies that individually represented 10% or more of revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Payor A		19	%		19	%		19	%		19	%
Payor B		13	%		14	%		13	%		14	%

NOTE 4 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:


	September 30, 2023			December 31, 2022
Leasehold improvements	$	163,654		$	148,249
Computers and peripherals		26,741			26,650
Internal-use software		7,722			7,894
Furniture, fixtures and equipment		40,673			36,437
Medical equipment		842			950
Construction in process		14,505			16,892
Total	$	254,137		$	237,072
Less: Accumulated depreciation		(64,070	)		(42,883	)
Total property and equipment, net	$	190,067		$	194,189

Depreciation expense consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation expense	$	9,448	$	7,680	$	27,698	$	20,157

NOTE 5 LEASES

The Company adopted ASC 842 on January 1, 2022 utilizing the private company effective date which did not require adoption of the new standard for any interim periods of the fiscal year in which it was adopted. As of December 31, 2022 and September 30, 2023 and for the three and nine months ended September 30, 2023, the Company accounts for its leases in accordance with ASC 842. For the comparative interim periods prior to 2023, the Company prepared its quarterly unaudited consolidated financial statements in accordance with ASC 840, which is a basis different from that of the current year. Accordingly, for the comparative three and nine months ended September 30, 2022 leases are presented in accordance with ASC 840.

The Company leases its office facilities and office equipment which are accounted for as operating leases. Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term from one to seven years.

The components of lease expense for the Company's operating leases in its unaudited consolidated statements of operations and comprehensive loss were as follows:


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Operating lease costs	$	14,270	$	42,842

Variable lease costs and short-term lease costs were not material.

The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows:


	September 30, 2023			December 31, 2022
Weighted-average remaining lease term (in years)		4.8			5.3
Weighted-average discount rate		6.93	%		6.47	%

Supplemental cash flow information related to operating leases was as follows:


	Nine Months Ended September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	47,356
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	13,844

The future minimum lease payments under noncancellable operating leases as of September 30, 2023 are as follows:


Year Ended December 31,	Amount
Remainder of 2023	$	9,794
2024		64,442
2025		61,036
2026		53,452
2027		40,192
Thereafter		50,154
Total lease payments	$	279,070
Less: imputed interest		(43,951	)
Total lease liabilities	$	235,119

The Company incurred $191 and $608 in related-party lease expense in its unaudited consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023, respectively. The Company recognized the following amounts in its unaudited consolidated balance sheets in connection with leases with related parties:


	September 30, 2023		December 31, 2022
Right-of-use assets	$	1,334	$	5,058
Operating lease liabilities, current		233		1,324
Operating lease liabilities, noncurrent		1,116		3,902

Total rent expense amounted to as follows in the unaudited consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022:


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Related-party rent expense	$	397	$	1,175
Third-party rent expense		13,826		37,122
Total lease cost	$	14,223	$	38,297

Real Estate Optimization and Restructuring Charges

In 2023, the Company announced a strategic re-focus, to prioritize resources and close certain centers as a direct result of changes to the Company's business model driven by a shift to more virtual visits initiated by the COVID-19 pandemic. During the nine months ended September 30, 2023, the Company completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases. In connection with the real estate optimization initiative, the Company expects to incur approximately $10,000 in pre-tax charges in the year ended December 31, 2023, consisting of costs associated with center and corporate leased space reductions. The Company accounts for real estate optimization restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations and ASC 360-10, Property, Plant, and Equipment. The costs are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss.

During the three months ended September 30, 2023, the Company recorded $1,257 of office space reductions, including primarily of $2,364 of property and equipment disposals and $1,602 of gains related to early lease terminations. During the nine months ended September 30, 2023, the Company recorded $4,977 of office space reductions, including primarily of $2,339 of right-of-use asset impairment, $2,664 of property and equipment disposal and impairment costs, and $1,610 of gains related to early lease terminations. The portion of these amounts to be settled by cash disbursements was accounted for as an exit cost liability within other current

liabilities and other noncurrent liabilities within the unaudited consolidated balance sheets and are not material as of September 30, 2023.

The Company expects to incur the remaining approximately $5,000 in pre-tax charges in the fourth quarter of 2023.

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table summarizes changes in the carrying amount of goodwill:


	Amount
Balance as of December 31, 2022	$	1,272,939
Business acquisitions (Note 7)		20,733
Measurement period adjustments		(246	)
Balance as of September 30, 2023	$	1,293,426

Intangible Assets

Intangible assets consist of the following:


September 30, 2023	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(22,192	)	$	14,502		5.0
LifeStance trade names		235,500		(35,407	)		200,093		22.5
Non-competition agreements		94,535		(75,515	)		19,020		4.2
Total intangible assets	$	366,729	$	(133,114	)	$	233,615


December 31, 2022	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,259	$	(16,688	)	$	19,571		5.0
LifeStance trade names		235,500		(27,557	)		207,943		22.5
Non-competition agreements		94,127		(58,347	)		35,780		4.2
Total intangible assets	$	365,886	$	(102,592	)	$	263,294

Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amortization expense	$	10,173	$	10,204	$	30,522	$	30,154

NOTE 7 BUSINESS COMBINATIONS

During the three months ended September 30, 2022 and nine months ended September 30, 2023 and 2022, the Company completed the acquisitions of 3, 3 and 9 outpatient mental health practices, respectively. There were no completed acquisitions during the three months ended September 30, 2023. The Company accounted for the acquisitions as business combinations using the acquisition method of accounting. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates.

Total consideration transferred for these acquisitions consisted of the following:


	Three Months Ended		Nine Months Ended September 30,
	September 30, 2022		2023		2022
Cash consideration	$	5,099	$	20,000	$	41,024
Cash consideration to be paid		251		—		251
Contingent consideration, at initial fair value		2,036		1,985		7,719
Total consideration transferred	$	7,386	$	21,985	$	48,994

The results of the acquired businesses have been included in the Company’s consolidated financial statements beginning as of their acquisition dates. It is impracticable to provide historical supplemental pro forma financial information along with revenue and

earnings subsequent to the acquisition dates for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the dates of acquisition:


	Three Months Ended		Nine Months Ended September 30,
Allocation of Purchase Price	September 30, 2022		2023		2022
Cash	$	173	$	181	$	1,024
Patient accounts receivable		649		372		1,842
Prepaid expenses and other current assets		351		138		581
Property and equipment		26		221		79
Right-of-use assets		—		368		—
Other noncurrent assets		10		22		66
Intangible assets		589		843		2,272
Goodwill		6,394		20,733		45,621
Total assets acquired		8,192		22,878		51,485
Total liabilities assumed		806		893		2,491
Fair value of net assets	$	7,386	$	21,985	$	48,994

The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations.

The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition:


	Three Months Ended		Nine Months Ended September 30,
	September 30, 2022		2023		2022
Regional trade names (1)	$	362	$	435	$	1,259
Non-competition agreements (2)		227		408		1,013
Total	$	589	$	843	$	2,272

(1)

Useful lives for regional trade names are 5 years.

(2)

Useful lives for non-competition agreements are 5 years.

Contingent Consideration

Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 8).

The following table summarizes the maximum contingent consideration based on the acquisition agreements:


	Three Months Ended		Nine Months Ended September 30,
Contingent consideration	September 30, 2022		2023		2022
Maximum contingent consideration based on acquisition agreements	$	3,950	$	2,650	$	11,150

Goodwill

Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes.

NOTE 8 FAIR VALUE MEASUREMENTS

Contingent Consideration

The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out

payments. The following is the summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of September 30, 2023 and December 31, 2022.


Valuation Technique	Range of Significant Assumptions
		September 30, 2023	December 31, 2022
Probability-weighted analysis	Probability	0% - 100%	50% - 100%
based earn-outs	Discount rate	9.7%	8.0%

As of September 30, 2023 and December 31, 2022, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. The noncurrent portion of the contingent consideration liability is included within other noncurrent liabilities on the unaudited consolidated balance sheets.

Hedging Activities

The Company uses derivative financial instruments, including an interest rate swap, for hedging and non-trading purposes to manage its exposure to changes in interest rates. The Company entered into a hedge transaction (interest rate swap) using a derivative financial instrument for the purpose of hedging the Company’s exposure to interest rate risks, which the contractual terms of the hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. The objective of entering into the interest rate swap is to eliminate the variability of cash flows in the Secured Overnight Financing Rate ("SOFR") interest payments associated with the variable-rate loan over the life of the loan. In August 2022, the Company entered into an interest rate swap agreement to pay a fixed rate of 3.24% on a total notional value of $189,000 of debt. As a result of the interest rate swap, 94.5% of the term loan previously exposed to interest rate risk from changes in SOFR is now hedged against the interest rate swap at a fixed rate. The interest rate swap matures on September 30, 2025. As of September 30, 2023, the notional value was $187,110. As changes in interest rates impact the future cash flow of interest payments, the hedge provides a synthetic offset to interest rate movements.

The Company used the income approach to value the derivative for the interest rate swap using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. This derivative instrument (interest rate swap) is designated and qualifies as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income. Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense, net. The cash flows from the derivative treated as a cash flow hedge is classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged.

For the three and nine months ended September 30, 2023, the Company included an immaterial gain on the hedged instrument (variable-rate borrowings) in the same line item (interest expense, net) as the offsetting gain on the related interest rate swap in the unaudited consolidated statements of operations and comprehensive loss.

The following table summarizes the location of the interest rate swap in the unaudited consolidated balance sheets:


	Consolidated balance sheets location	September 30, 2023		December 31, 2022
Interest rate swap	Other noncurrent assets	$	5,919	$	4,426

The amount of estimated cash flow hedge unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not material.

Fair Value Measured on a Recurring Basis

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis:


	September 30, 2023			December 31, 2022
Assets Measured at Fair Value
Money market funds	$	22,560		$	—
Level 1	$	22,560		$	—
Interest rate swap asset	$	5,919		$	4,426
Level 2	$	5,919		$	4,426
Total assets measured at fair value	$	28,479		$	4,426

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	17,824		$	17,430
Additions related to acquisitions		1,985			11,221
Payments of contingent consideration		(6,402	)		(12,515	)
(Gain) loss on remeasurement		(4,443	)		1,688
Ending balance		8,964			17,824
Level 3	$	8,964		$	17,824
Total liabilities measured at fair value	$	8,964		$	17,824

NOTE 9 LONG-TERM DEBT

On May 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto. The 2022 Credit Agreement established commitments in respect of a term loan facility of $200,000, a revolving loan facility of up to $50,000 and a delayed draw term loan facility of up to $100,000. The commitments under the term loan facility and the revolving facility were available to be drawn on May 16, 2022. The Company borrowed $200,000 in term loans on that date, with a maturity date of May 16, 2028. The remaining commitments under the delayed draw term loan facility are scheduled to terminate on the second anniversary of May 16, 2022. Once drawn upon, the delayed draw term loan facility has a maturity date of May 16, 2028. The loans under the term loan facility and the delayed draw term loan facility bear interest at a rate per annum equal to (x) adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus an applicable margin of 4.50% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus 1.00%) plus an applicable margin of 3.50%. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027.

The 2022 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at September 30, 2023 and December 31, 2022.

Long-term debt consists of the following:


	September 30, 2023			December 31, 2022
Term loans	$	198,000		$	199,500
Delayed Draw term loans		59,143			34,464
Total long-term debt		257,143			233,964
Less: Current portion of long-term debt		(2,595	)		(2,345	)
Less: Unamortized discount and debt issue costs (1)		(6,177	)		(6,540	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	248,371		$	225,079

(1)

The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the unaudited consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the unaudited consolidated balance sheets.

The current portion of long-term debt is included within other current liabilities on the unaudited consolidated balance sheets. In October 2023, the Company drew $8,000 from the aforementioned delayed draw term loan commitment.

Interest expense, net consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Interest expense, net	$	5,477	$	4,189	$	15,688	$	14,763

Future principal payments on long-term debt as of September 30, 2023 are as follows:


Year Ended December 31,	Amount
Remainder of 2023	$	649
2024		2,595
2025		2,595
2026		2,595
2027		2,595
Thereafter		246,114
Total	$	257,143

The fair value of long-term debt is based on the present value of future payments discounted by the market interest rates or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities, which is a Level 2 fair value measurement. Long-term debt is presented at carrying value on the unaudited consolidated balance sheets. The fair value of long-term debt at September 30, 2023 and December 31, 2022 was $263,473 and $235,049, respectively.

Revolving Loan

Under the 2022 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $50,000. Any borrowing on the revolving loan under the 2022 Credit Agreement is due in full on May 16, 2027. The revolving loan bears interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00%) plus an applicable margin of 2.25%. The unused revolving loan incurs a commitment fee of 0.50% per annum.

In April 2023, the Company drew $25,000 from the aforementioned revolving loan and converted the outstanding balance on the revolving loan to a delayed draw term loan in May 2023. There are no amounts outstanding on the revolving loan as of September 30, 2023 and December 31, 2022.

NOTE 10 STOCK-BASED COMPENSATION

2021 Equity Incentive Plan

Effective June 9, 2021, the Company’s Board of Directors (the "Board") and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan permits the grant of awards or restricted or unrestricted common stock, stock options, stock appreciation rights, restricted stock units, performance awards, and other stock-based awards to employees and directors of, and consultants and advisors to, the Company and its affiliates. On January 1, 2023, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,798 shares.

Restricted Stock Awards ("RSA")

The following is a summary of RSA transactions as of and for the nine months ended September 30, 2023:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2022		16,796		$	11.98
Vested		(9,111	)		11.98
Forfeited		(2,070	)		11.98
Unvested, September 30, 2023		5,615		$	11.98

Restricted Stock Units ("RSU")

The following is a summary of RSU transactions as of and for the nine months ended September 30, 2023:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2022		14,203		$	10.61
Granted		17,885			6.10
Vested		(4,713	)		12.07
Canceled and forfeited		(3,266	)		8.60
Outstanding, September 30, 2023		24,109		$	7.25

Stock Options

The following is a summary of stock option activity as of and for the nine months ended September 30, 2023:


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2022		13,476	$	7.42		9.70	$	—
Granted		—		—
Exercised		—		—				—
Canceled and forfeited		—		—
Outstanding, September 30, 2023		13,476	$	7.42		8.96	$	1,675
Exercisable at September 30, 2023		1,019	$	7.61		8.94	$	—
Vested or expected to vest at September 30, 2023		13,476	$	7.42		8.96	$	1,675

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense related to RSAs, RSUs, and stock options within general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock-based compensation expense	$	21,525	$	34,870	$	78,469	$	152,235

As of September 30, 2023, the Company had $169,323 in unrecognized compensation expense related to all non-vested awards (RSAs, RSUs and stock options) that will be recognized over the weighted-average remaining service period of 2.2 years.

2021 Employee Stock Purchase Plan

Effective June 9, 2021, the Board and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP is more fully described in Note 14 in the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

As of September 30, 2023, no shares of common stock have been purchased under the Company’s ESPP.

NOTE 11 INCOME TAXES

The benefit for income taxes is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Benefit for income taxes	$	16,385	$	4,353	$	26,964	$	10,106

The effective tax rates are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Effective tax rate		21.0	%		10.3	%		16.0	%		5.6	%

The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily the result of non-deductible equity awards. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized.

NOTE 12 COMMITMENTS AND CONTINGENCIES

Professional Liability Insurance

The medical malpractice insurance coverage is subject to a $3,000 per claim limit and an annual aggregate shared limit of $8,000. Should the claims-made policy not be renewed or replaced with equivalent insurance, claims based on occurrences during its term, but reported subsequently, would be uninsured. The Company is not aware of any unasserted claims, unreported incidents, or claims outstanding that are expected to exceed malpractice insurance coverage limits as of September 30, 2023 and December 31, 2022.

Health Care Industry

The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government health care program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violation of these laws and regulations could result in expulsion from government health care programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care companies have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in companies entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.

Management believes that the Company is in substantial compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

General Contingencies

The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. There has been no significant reduction in insurance coverage from the previous year in any of the Company’s policies.

Litigation

The Company may be involved from time-to-time in legal actions relating to the ownership and operations of its business. Liabilities related to loss contingencies are recognized when the Company believes it is probable a liability has occurred and the amount can be reasonably estimated by management.

On August 10, 2022, a shareholder class action lawsuit captioned Nayani v. LifeStance Health Group, Inc., et al., No. 22cv6833, was filed in the United States District Court for the Southern District of New York (the “Court”) against the Company and certain executives and board members (the “LifeStance Defendants”), as well as the underwriters of the Company’s initial public offering (the “IPO”) (collectively, “Defendants”). The lawsuit alleges that the Defendants violated Section 11 of the Securities Act of 1933 (the “Securities Act”) because the IPO registration statement purportedly contained inaccurate and misleading statements and/or failed to disclose certain facts concerning the Company's clinician retention rate. The lawsuit also asserts that certain of the LifeStance Defendants violated Section 15 of the Securities Act because they are control persons of the Company. The parties to the Nayani action have agreed to settle that action, with the settlement contemplating a monetary payment of $50,000. The Court preliminarily approved the terms of the settlement on October 25, 2023. The gross settlement amount was recorded as other accrued expenses in the unaudited consolidated balance sheets as of September 30, 2023. The Company expects the settlement and related legal costs to be approximately $50,000 net of insurance. The settlement amount, net of expected insurance recovery, was recorded as general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023.

In the first half of 2023, two related hybrid collective/class action lawsuits, captioned Armand et al. v. LifeStance Health Group, Inc. and Jessica McAfee et al. v. LifeStance Health Group, Inc., were filed against the Company, in the United States District Court for the Middle District of Florida on January 1, 2023 and the United States District Court for the District of Arizona on June 22, 2023, respectively, by a putative collective or class representing employees of the Company related to advance on compensation and alleged underpayments for time worked. The lawsuit seeks unspecified monetary damages. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of September 30, 2023.

On April 26, 2023, a class action litigation captioned Strong v. LifeStance Health Group, Inc. was filed in the United States District Court for the District of Arizona against the Company by a putative class representing users of the Company's website who allege various privacy-related claims premised on the Company's use of pixel technologies on its website. The lawsuit seeks unspecified monetary damages. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of September 30, 2023.

NOTE 13 NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share (“EPS”) for the Company’s common shares:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss available to common stockholders'	$	(61,583	)	$	(37,853	)	$	(141,303	)	$	(168,908	)
Weighted-average shares used to compute basic and diluted net loss per share		372,476			357,520			365,556			354,057
Net loss per share, basic and diluted	$	(0.17	)	$	(0.11	)	$	(0.39	)	$	(0.48	)

The Company has issued potentially dilutive instruments in the form of RSAs, RSUs and stock options. The Company did not include any of these instruments in its calculation of diluted loss per share for the three and nine months ended September 30, 2023 and 2022 because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 10 for the issued, vested and unvested RSAs, RSUs and stock options. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share:


	As of September 30,
	2023		2022
RSAs		5,615		17,372
RSUs		24,109		14,444
Stock options		13,476		12,226
		43,200		44,042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and the accompanying notes as well as "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2022. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth under “Risk Factors” Part II, Item 1A in this Quarterly Report on Form 10-Q as well as those discussed in the Annual Report on Form 10-K for the year ended December 31, 2022, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Unless stated otherwise or the context otherwise requires, the terms "we," "us," "our," "our business," "LifeStance" and "our Company" and similar references refer to LifeStance Health Group, Inc. and its consolidated subsidiaries and affiliated practices. References to "our employees" and "our clinicians" refer collectively to employees and clinicians, respectively, of our subsidiaries and affiliated practices. References to "our patients" refer to the patients treated by such clinicians.

Our Business

We are reimagining mental health through a disruptive, tech-enabled care delivery model built to expand access, address affordability, improve outcomes and lower overall health care costs. We are one of the nation’s largest outpatient mental health platforms based on the number of clinicians we employ through our subsidiaries and our affiliated practices and our geographic scale, employing 6,418 licensed mental health clinicians as of September 30, 2023. Our patient-focused platform combines a personalized, digitally-powered patient experience with differentiated clinical capabilities and in-network insurance relationships to fundamentally transform patient access and treatment. By revolutionizing the way mental health care is delivered, we believe we have an opportunity to improve the lives and health of millions of individuals.

Our model is built to empower each of the healthcare ecosystem’s key stakeholders—patients, clinicians, payors and primary care and specialist physicians—by aligning around our shared goal of delivering better outcomes for patients and providing high-quality mental health care.

•

Patients - We are the front-door to comprehensive outpatient mental health care. Our clinicians offer patients a full spectrum of outpatient services to treat mental health conditions. Our in-network payor relationships improve patient access by allowing patients to access care without significant out-of-pocket cost or delays in receiving treatment. Our personalized, data-driven comprehensive care meets patients where they are, through convenient virtual and in-person settings. We support our patients throughout their care continuum with purpose-built technological capabilities, including online assessments, digital provider communication, and seamless internal referral and follow-up capabilities.

•

Clinicians - We empower clinicians to focus on patient care and relationships by providing what we believe is a superior workplace environment, as well as clinical and technology capabilities to deliver high-quality care. We offer a unique employment model for clinicians in a collaborative clinical environment, employing our clinicians through our subsidiaries and affiliated practices. Our integrated platform and national infrastructure reduce administrative burdens for clinicians while increasing engagement and satisfaction.

•

Payors - We partner with payors to deliver access to high-quality outpatient mental health care to their members at scale. Through our extensive scale, we offer payors a pathway to reduce overall cost of care in the broader healthcare system while supporting improved physical and mental health outcomes.

•

Primary care and specialist physicians - We collaborate with primary care and specialist physicians to enhance patient care. Primary care is an important setting for the treatment of mental health conditions—primary care physicians are often the sole contact of patients with a mental illness and, in many instances where patients have a chronic condition, specialist physicians step into the role of primary physicians. We partner with primary care physicians and specialist physician groups across the country to provide a mental healthcare network for referrals and, in certain instances, through virtual and physical co-location to improve the diagnosis and treatment of their patients.

COVID-19 Impact

We believe the COVID-19 pandemic represented a paradigm shift in the importance of and focus on mental health care. We saw a significant increase in patient demand as well as payor and employer adoption of mental health coverage options during the pandemic. However, as the pandemic surged and waned, we believe there has been some impact on our operations, including due to patient and clinician illness, which resulted in cancellations of appointments, deferrals and fewer appointments initially scheduled.

Key Factors Affecting Our Results

Expanding Center Capacity and Visits Within Existing Centers

We have built a powerful organic growth engine that enables us to drive growth within our existing footprint.

Our Clinicians

As of September 30, 2023, we employed 6,418 psychiatrists, advanced practice nurses, psychologists and therapists through our subsidiaries and affiliated practices. We generate revenue on a per visit basis (total revenue per visit ("TRPV")) as clinical services are rendered by our clinicians. We generate lower revenue and experience lower clinician productivity in periods that have fewer business days than other periods. We measure productivity by the number of visits that are performed by a clinician, which is driven by the time clinicians make available to see patients and our ability to fill clinician's schedules by attracting new patients, scheduling patients, and converting scheduled appointments to completed visits also impacts our ability to generate revenue. Further, clinician productivity also impacts clinician compensation, as clinician compensation is primarily driven by the number of visits provided by each clinician. Recruiting new clinicians and retaining existing clinicians enables us to see more patients by expanding our patient visit capacity.

We believe our dedicated employment model offers a superior value proposition compared to independent practice. Our network relationships provide clinicians with ready access to patients. We also enable clinicians to manage their own patient volumes. Our platform promotes a clinically-driven professional culture and streamlines patient access and care delivery, while optimizing practice administration processes through technology. We believe we are an employer of choice in mental health, allowing us to employ highly qualified clinicians.

We believe we have significant opportunity to grow our employed clinician base from our current base of 6,418 clinicians employed through our subsidiaries and affiliated practices, as of September 30, 2023. We have developed a rigorous and exclusive in-house national clinician recruiting model that works closely with our regional clinical teams to select the best candidates and expand capacity in a timely manner. As we grow our clinician base, we can grow our business, expand access for our patients and payors and invest in our platform to further reinforce our differentiated offering to clinicians. We have available physical capacity to add clinicians to our existing centers, as well as an opportunity to add new clinicians with the roll-out of de novo centers. Our virtual care offering also allows clinicians to see more patients without investments in incremental physical space, expanding our patient visit capacity beyond in-person only levels.

Our Patients

We believe our ability to attract and retain patients to drive growth in our visits and meet the availability of our clinician base will enable us to grow our revenue. We believe we have a significant opportunity to increase the number of patients we serve in our existing markets. Our clinicians treated patients through 1.7 million and 5.1 million visits in the three and nine months ended September 30, 2023, respectively. We believe our ability to deliver more accessible, flexible, affordable and effective mental health care is a key driver of our patient growth. We believe we provide a superior and differentiated mental health care experience that integrates virtual and in-person care to deliver care in a convenient way for our patients, meeting our patients where they are. Our in-network payor relationships allow our patients to access care without significant out-of-pocket cost or delays in receiving treatment. We treat mental health conditions across the outpatient spectrum through a clinical approach that delivers improved patient outcomes. We support our patients throughout their care continuum with purpose-built technological capabilities, including online assessments, digital provider communication, and seamless internal referral and follow-up capabilities.

We utilize multiple strategies to add new patients to our platform, including our primary care and specialist physician relationships, internal referrals from our clinicians, our payor relationships and our dedicated marketing efforts. We have established a large network of national, regional and local payors that enables their members to be referred to us as patients. Payors refer patients to our platform to drive improvement in health outcomes for their members, reduction in total medical costs and increased member satisfaction and retention. Within our markets, we partner with primary care practice groups, specialists, health systems and academic institutions to refer patients to our centers and clinicians. Our local marketing teams build and maintain relationships with our referring partner networks to create awareness of our platform and services, including the opening of new centers and the introduction of newly hired clinicians with appointment availability. We also use online marketing to develop our national brand to increase brand awareness and promote additional channels of patient recruitment.

Our Primary Care and Specialist Physician Referral Relationships

We have built a powerful patient referral network through partnerships with primary care physicians and specialist physician groups across the country. We deliver value to our provider partners by offering a more efficient referral pathways, delivering improved outcomes for our shared patients, and enabling more integrated care and lower total health care costs. As we continue to scale nationally, we plan to partner with additional hospital systems, large primary care groups and other specialist groups to help streamline their mental health network needs and drive continued patient growth across our platform. Our vision over time is to further integrate our mental health care services with those of our medical provider partners. By co-locating and driving towards integration with primary care and specialty providers, we can enhance our clinician’s access to patients. We anticipate that we will continue to

grow these relationships while evolving our offering toward a fully-integrated care model in which primary care and our mental health clinicians work together to develop and provide personalized treatment plans for shared patients. We believe these efforts will help to further align our model with that of other health care providers increasing our value to them and driving new opportunities to partner to grow our patient base and revenue opportunities.

Our Payors

Our payor relationships, including national contracts with multiple payors, allow access to our services through in-network coverage for their members. We believe the alignment of our model with our payor partners’ population health objectives encourages third-party payors to partner with us. We believe we deliver value to our payor partners in several ways, including access to a national clinician employee base, lower total medical costs, and stronger member and client value proposition through the offering of in-network mental health services. The strength of our payor relationships and our value proposition allowed us to secure rate parity between in-person and virtual visits, either by contract or payor policy. To expand this network and grow access to covered patients, we continue to establish new payor relationships and national contracts while also seeking to drive regional rate improvement, including terminating certain of our lower-volume payor contracts, to support continued investment in our differentiated model for delivering mental healthcare. We believe our payor relationships differentiate us from our competitors and are a critical factor in our ability to expand our market footprint in new regions by leveraging our existing national payor relationships. As we continue to grow, we believe our scale, breadth and access will continue to be enhanced, further strengthening the value of our platform to payors.

Expand and Optimize our Center Base Within Existing and New Markets

We believe we have developed a highly replicable playbook that allows us to enter new markets and pursue growth through multiple vectors. We typically identify new markets based on the core characteristics of patient population demographics, substantial clinician recruiting opportunities, untreated patient communities and a diverse group of payors. To enter new markets, we seek to open de novo centers or acquire high-quality practices with a track record of clinical excellence and in-network payor relationships. Once we enter a new market, our powerful organic growth engine drives our growth through de novo openings, center expansion and optimization, clinician recruiting and tuck-in acquisitions.

De Novo Builds

Our de novo center strategy is a central component of our organic growth engine to build our capacity and increase density in our existing metropolitan statistical areas. From our inception in 2017 through September 30, 2023, we have successfully opened 339 de novo centers, including 23 de novo centers in 2023, 90 de novo centers in 2022, and 106 de novo centers in 2021. We believe there is a significant opportunity to use de novo center openings to address potential patient need in our existing markets and new markets that we have determined are attractive to enter. We systematically locate our centers within a given market to ensure convenient coverage for in-person access to care. We believe our successful de novo program and national clinician recruiting team can support additions of new centers and clinicians. We continue to utilize a more sustainable design for all new de novo centers that reimagines the mental healthcare experience for both patients and clinicians while reinforcing our commitment to sustainability.

Acquisitions

We believe the highly fragmented nature of the mental health market provides us with a meaningful opportunity to execute on our acquisition playbook. We seek to acquire select practices that meet our standards of high-quality clinical care and align with our mission. We believe our guiding principle of creating a national platform built with a patient and clinician focus makes us a partner of choice for smaller, independent practices. Our acquisition strategy is deployed both to enter new markets and in our existing markets. In new markets, acquisitions allow us to establish a presence with high-quality practices with a track record of clinical excellence and in-network payor relationships that can be integrated into our national platform. In existing markets, acquisitions allow us to grow our geographic reach and clinician base to expand patient access.

Real Estate Optimization

In connection with our expansion through de novo builds and acquisitions, in 2023, we announced a strategic re-focus, to prioritize resources and close certain centers as a direct result of changes to our business model driven by a shift to more virtual visits initiated by the COVID-19 pandemic. As a result, we have completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases, and plan to continue to optimize our real estate footprint in 2024.

Center Margin

As we grow our platform, we seek to generate consistent returns on our investments. See “—Key Metrics and Non-GAAP Financial Measures—Center Margin” for our definition of Center Margin and reconciliation to loss from operations. We believe this metric best reflects the economics of our model as it includes all direct expenses associated with our patients’ care. We seek to grow our Center Margin through a combination of (i) growing revenue through clinician hiring and retention, patient growth and engagement, hybrid virtual and in-person care, existing office expansion, and in-network reimbursement levels, and (ii) leveraging on

our fixed cost base at each center. For acquired centers, we also seek to realize operational, technology and reimbursement synergies to drive Center Margin growth.

Investments in Growth

We will continue to focus on long-term growth through investments in our centers and technology. In addition, we expect our general and administrative expenses to increase in the foreseeable future due to our planned investments in growth initiatives including our strategic initiatives and public company infrastructure.

Key Metrics and Non-GAAP Financial Measures

We evaluate the growth of our footprint through a variety of metrics and indicators. The following table sets forth a summary of the key financial metrics we review to evaluate our business, measure our performance, identify trends affecting our business, formulate our business plan and make strategic decisions:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
(in thousands)
Total revenue	$	262,895		$	217,560		$	775,062		$	630,182
Revenue growth		21	%		25	%		23	%		32	%
Loss from operations		(74,357	)		(38,839	)		(156,863	)		(164,162	)
Center Margin		76,209			60,293			218,782			174,325
Net loss		(61,583	)		(37,853	)		(141,303	)		(168,908	)
Adjusted EBITDA		14,582			15,379			38,751			42,493

Center Margin and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles ("GAAP") and are not intended to be substitutes for any GAAP financial measures, including revenue, loss from operations or net loss, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Therefore, non-GAAP measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

Center Margin

We define Center Margin as loss from operations excluding depreciation and amortization and general and administrative expenses. Therefore, Center Margin is computed by removing from loss from operations the costs that do not directly relate to the delivery of care and only including center costs, excluding depreciation and amortization. We consider Center Margin to be an important measure to monitor our performance relative to the direct costs of delivering care. We believe Center Margin is useful to investors to measure whether we are sufficiently controlling the direct costs of delivering care.

Center Margin is not a financial measure of, nor does it imply, profitability. The relationship of loss from operations to center costs, excluding depreciation and amortization is not necessarily indicative of future profitability from operations. Center Margin excludes certain expenses, such as general and administrative expenses, and depreciation and amortization, which are considered normal, recurring operating expenses and are essential to support the operation and development of our centers. Therefore, this measure may not provide a complete understanding of the operating results of our Company as a whole, and Center Margin should be reviewed in conjunction with our GAAP financial results. Other companies that present Center Margin may calculate it differently and, therefore, similarly titled measures presented by other companies may not be directly comparable to ours. In addition, Center Margin has limitations as an analytical tool, including that it does not reflect depreciation and amortization or other overhead allocations.

The following table provides a reconciliation of loss from operations, the most closely comparable GAAP financial measure, to Center Margin:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
(in thousands)
Loss from operations	$	(74,357	)	$	(38,839	)	$	(156,863	)	$	(164,162	)
Adjusted for:
Depreciation and amortization		19,621			17,884			58,220			50,311
General and administrative expenses (1)		130,945			81,248			317,425			288,176
Center Margin	$	76,209		$	60,293		$	218,782		$	174,325

(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.

Adjusted EBITDA

We present Adjusted EBITDA, a non-GAAP performance measure, to supplement our results of operations presented in accordance with generally accepted accounting principles, or GAAP. We believe Adjusted EBITDA is useful in evaluating our operating performance, and may be helpful to securities analysts, institutional investors and other interested parties in understanding our operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Therefore, our Adjusted EBITDA 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 or loss.

We define Adjusted EBITDA as net loss excluding interest expense, depreciation and amortization, income tax benefit, gain on remeasurement of contingent consideration, stock-based compensation, loss on disposal of assets, transaction costs, executive transition costs, litigation costs, strategic initiatives, real estate optimization and restructuring charges, and other expenses. We include Adjusted EBITDA in this Quarterly Report because it is an important measure upon which our management assesses, and believes investors should assess, our operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

However, Adjusted EBITDA has limitations as an analytical tool, including:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures;

•

Adjusted EBITDA does not include the dilution that results from equity-based compensation or any cash outflows included in equity-based compensation, including from our repurchases of shares of outstanding common stock; and

•

Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments.

A reconciliation of net loss to Adjusted EBITDA is presented below for the three and nine months ended September 30, 2023 and 2022. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view Adjusted EBITDA in conjunction with net loss.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
(in thousands)
Net loss	$	(61,583	)	$	(37,853	)	$	(141,303	)	$	(168,908	)
Adjusted for:
Interest expense, net		5,477			4,189			15,688			14,763
Depreciation and amortization		19,621			17,884			58,220			50,311
Income tax benefit		(16,385	)		(4,353	)		(26,964	)		(10,106	)
Gain on remeasurement of contingent consideration		(1,867	)		(1,176	)		(4,443	)		(562	)
Stock-based compensation expense		21,525			34,870			78,469			152,235
Loss on disposal of assets		1			144			70			144
Transaction costs (1)		—			210			89			507
Executive transition costs		114			494			636			494
Litigation costs (2)		45,418			104			49,267			104
Strategic initiatives (3)		790			—			3,242			—
Real estate optimization and restructuring charges (4)		1,257			—			4,977			—
Other expenses (5)		214			866			803			3,511
Adjusted EBITDA	$	14,582		$	15,379		$	38,751		$	42,493

(1)

Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions.

(2)

Litigation costs include only those costs which are considered non-recurring and outside of the ordinary course of business based on the following considerations, which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) the complexity of the case (e.g., complex class action litigation), (iii) the nature of the remedy(ies) sought, including the size of any monetary damages sought, (iv) the counterparty involved, and (v) our overall litigation strategy. During the three and nine months ended September 30, 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. For a discussion

of certain legal proceedings in which we are involved, please read Note 12, Commitments and Contingencies, to our unaudited consolidated financial statements in this report.

(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, 2023, we continued a process of evaluating and adopting three critical enterprise-wide systems for (i) human resources management, (ii) clinician credentialing and onboarding process and (iii) a scalable electronic health resources system. Strategic initiatives represents costs, such as third-party consulting costs and one-time costs, that are not part of our ongoing operations related to these enterprise-wide systems. We considered the frequency and scale of this multi-part enterprise upgrade when determining that the expenses were not normal, recurring operating expenses.

(4)

Real estate optimization and restructuring charges consist of cash expenses and non-cash charges related to our real estate optimization initiative, which include certain asset impairment and disposal costs, certain gains and losses related to early lease terminations, and exit and disposal costs related to our real estate optimization initiative to consolidate our physical footprint. As the decision to close these centers was part of a significant strategic project driven by a historic shift in behavior, the magnitude of center closures has been and is expected to be greater than what would be expected as part of ordinary business operations and do not constitute normal recurring operating activities. For a discussion of our real estate optimization initiative, please read Note 5, Leases, to our unaudited consolidated financial statements in this report.

(5)

Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are affiliated 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. These costs are summarized for each period in the table below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(in thousands)
Acquired center integration (1)	$	156	$	641	$	475	$	1,854
Former owner fees (2)		58		49		142		336
Other (3)		—		176		186		1,321
Total	$	214	$	866	$	803	$	3,511

(1)

Represents costs incurred pre- and post-center acquisition to integrate operations, including expenses related to conversion of compensation model, legacy system costs and data migration, consulting and legal services, and overtime and temporary labor costs.

(2)

Represents short-term agreements, generally with terms of three to six months, with former owners of acquired centers, to provide transition and integration services.

(3)

Primarily includes severance expense unrelated to integration services.

Results of Operations

The following table sets forth a summary of our financial results for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
(in thousands)
TOTAL REVENUE	$	262,895		$	217,560		$	775,062		$	630,182
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		186,686			157,267			556,280			455,857
General and administrative expenses		130,945			81,248			317,425			288,176
Depreciation and amortization		19,621			17,884			58,220			50,311
Total operating expenses	$	337,252		$	256,399		$	931,925		$	794,344
LOSS FROM OPERATIONS	$	(74,357	)	$	(38,839	)	$	(156,863	)	$	(164,162	)
OTHER INCOME (EXPENSE)
Gain on remeasurement of contingent consideration		1,867			1,176			4,443			562
Transaction costs		—			(210	)		(89	)		(507	)
Interest expense, net		(5,477	)		(4,189	)		(15,688	)		(14,763	)
Other expense		(1	)		(144	)		(70	)		(144	)
Total other expense	$	(3,611	)	$	(3,367	)	$	(11,404	)	$	(14,852	)
LOSS BEFORE INCOME TAXES		(77,968	)		(42,206	)		(168,267	)		(179,014	)
INCOME TAX BENEFIT		16,385			4,353			26,964			10,106
NET LOSS	$	(61,583	)	$	(37,853	)	$	(141,303	)	$	(168,908	)

Total Revenue

Total revenue increased $45.3 million, or 21%, to $262.9 million for the three months ended September 30, 2023 from $217.6 million for the three months ended September 30, 2022. This was primarily due to an increase composed of $45.9 million of patient service revenue and slightly offset by a decrease of $0.6 million of nonpatient revenue. The increase in patient service revenue was mainly due to a net increase of 987 in total clinicians primarily from organic hiring, and an increase in average clinician productivity, resulting in an increase in patient visits of 0.3 million, or 20%. Additionally, TRPV increased slightly quarter-over-quarter primarily driven by modest payor rate increases.

Total revenue increased $144.9 million, or 23%, to $775.1 million for the nine months ended September 30, 2023 from $630.2 million for the nine months ended September 30, 2022. This was primarily due to an increase composed of $145.2 million of patient service revenue and slightly offset by a decrease of $0.3 million of nonpatient revenue. The increase in patient service revenue was mainly due to a net increase of 987 in total clinicians, including from organic hiring, an increase in average clinician productivity and the inclusion of prior acquisitions for the full nine months, resulting in an increase in patient visits of 0.9 million, or 20%. Additionally, TRPV increased year-over-year primarily driven by modest payor rate increases.

We anticipate revenue growth to continue to be driven by our in-house clinician recruiting and de novo strategies as well as our ability to increase patient visits at existing centers through our ability to accommodate virtual sessions in addition to our in-person visits.

Operating Expenses

Center costs, excluding depreciation and amortization

Center costs, excluding depreciation and amortization increased $29.4 million, or 19%, to $186.7 million for the three months ended September 30, 2023 from $157.3 million for the three months ended September 30, 2022. This was primarily due to a $28.2 million increase in center-based compensation due to the increase in the total number of clinicians primarily from organic hiring and an increase in average clinician productivity, resulting in an overall increase in patient visits of 0.3 million. In addition, occupancy costs consisting of center rent and utilities and other center operating expenses consisting of office supplies and insurance attributed to the increase of $1.2 million primarily due to the increase in our number of centers.

Center costs, excluding depreciation and amortization increased $100.4 million, or 22%, to $556.3 million for the nine months ended September 30, 2023 from $455.9 million for the nine months ended September 30, 2022. This was primarily due to a $95.0 million increase in center-based compensation due to the increase in the total number of clinicians primarily from organic hiring and including from the prior acquisitions for the full nine months, and an increase in average clinician productivity, resulting in an overall increase in patient visits of 0.9 million. In addition, occupancy costs consisting of center rent and utilities and other center operating

expenses consisting of office supplies and insurance attributed to the increase of $5.4 million primarily due to the increase in our number of centers.

We expect our center costs, excluding depreciation and amortization to continue to increase in the short- to medium-term as we strategically invest to expand our business through our in-house clinician recruiting and de novo strategies and to potentially capture more of our market opportunity.

General and administrative expenses

General and administrative expenses increased $49.7 million, or 61%, to $130.9 million for the three months ended September 30, 2023 from $81.2 million for the three months ended September 30, 2022. This was primarily due to an increase of $46.7 million in other operating expenses, including professional services and legal expenses for ongoing litigation, including, primarily, the preliminary settlement of our shareholder class action lawsuit (see Note 12, Commitments and Contingencies, to our unaudited consolidated financial statements in this report). In addition, the increase was attributable to an increase of $2.8 million in occupancy costs, of which $1.3 million is related to our real estate optimization and restructuring charges (see Note 5, Leases, to our unaudited consolidated financial statements in this report). The increase was slightly offset by a decrease of $13.3 million in stock-based compensation expense primarily relating to RSAs and the RSUs granted at the time of our initial public offering ("IPO") without a similar expense in 2023, which was offset by an increase in salaries, wages and employee benefits of $12.7 million. Further, the increase is also partially attributable to the third-party consulting costs and one-time costs associated with our strategic initiatives of $0.8 million related to the multi-phase system upgrade in connection with our recent and significant expansion.

General and administrative expenses increased $29.2 million, or 10%, to $317.4 million for the nine months ended September 30, 2023 from $288.2 million for the nine months ended September 30, 2022. This was primarily due to an increase of $57.6 million in other operating expenses, including professional services and legal expenses for ongoing litigation, including, primarily, the preliminary settlement of our shareholder class action lawsuit (see Note 12, Commitments and Contingencies, to our unaudited consolidated financial statements in this report). In addition, the increase was attributable to an increase of $10.1 million in occupancy costs, of which $5.0 million is related to our real estate optimization and restructuring charges (see Note 5, Leases, to our unaudited consolidated financial statements in this report). This increase was offset by a decrease of $73.8 million in stock-based compensation expense primarily relating to RSAs and the RSUs granted at the time of our IPO without a similar expense in 2023, which was offset by an increase in salaries, wages and employee benefits of $32.1 million. Further, the increase is also partially attributable to the third-party consulting costs and one-time costs associated with our strategic initiatives of $3.2 million related to the multi-phase system upgrade in connection with our recent and significant expansion.

Depreciation and amortization

Depreciation and amortization expense increased $1.7 million to $19.6 million for the three months ended September 30, 2023 from $17.9 million for the three months ended September 30, 2022. This was primarily due to the amortization of intangibles and depreciation during the periods.

Depreciation and amortization expense increased $7.9 million to $58.2 million for the nine months ended September 30, 2023 from $50.3 million for the nine months ended September 30, 2022. This was primarily due to the amortization of intangibles and depreciation during the periods.

Other Expense

Interest Expense, net

Interest expense increased $1.3 million to $5.5 million for the three months ended September 30, 2023 from $4.2 million for the three months ended September 30, 2022. This increase was primarily due to higher borrowings outstanding during the period.

Interest expense increased $0.9 million to $15.7 million for the nine months ended September 30, 2023 from $14.8 million for the nine months ended September 30, 2022. This increase was primarily due to higher borrowings outstanding during the period.

Income Tax Benefit

Income tax benefit increased $12.0 million to $16.4 million for the three months ended September 30, 2023 from a $4.4 million benefit for the three months ended September 30, 2022 primarily due to taxable loss and non-deductible equity awards for the three months ended September 30, 2023.

Income tax benefit increased $16.9 million to $27.0 million for the nine months ended September 30, 2023 from a $10.1 million benefit for the nine months ended September 30, 2022 primarily due to taxable loss and non-deductible equity awards for the nine months ended September 30, 2023.

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, including to execute on our de novo strategy, contractual obligations, debt service, acquisitions, settlement

of contingent considerations obligations, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included cash from operating activities, cash on hand and amounts available under that certain credit agreement entered into on May 4, 2022 by the Company, LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto (the "2022 Credit Agreement"). We had cash and cash equivalents of $42.6 million and $108.6 million as of September 30, 2023 and December 31, 2022. The decrease in our cash and cash equivalents is primarily due to our decision to hold claims for a few large payors due to rate increases which increased our patient accounts receivable, net balance as of September 30, 2023. We expect to bill the majority of held claims and collect cash by year end.

We believe that our existing cash and cash equivalents will be sufficient to fund our operating and capital needs for at least the next 12 months from the issuance date of our September 30, 2023 unaudited financial statements, without any additional financing. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to acquire new centers and expand into new markets and the expansion of marketing activities. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations and financial condition would be adversely affected.

Our future obligations primarily consist of our debt, lease obligations and payments related to the preliminary settlement of our shareholder class action lawsuit. We expect our cash generation from operations and future ability to refinance or secure additional financing facilities to be sufficient to repay our outstanding debt obligations, lease payment obligations and shareholder class action lawsuit preliminary settlement. As of December 31, 2022 and September 30, 2023, there was an aggregate principal amount of $234.0 million and $257.1 million outstanding under the 2022 Credit Agreement, respectively. As of September 30, 2023, our non-cancellable future minimum operating lease payments totaled $279.1 million.

Debt

On May 4, 2022, LifeStance Health Holdings, Inc., one of our subsidiaries, entered into the 2022 Credit Agreement. The 2022 Credit Agreement establishes commitments in respect of a senior secured term loan facility of $200.0 million (the “Term Loan Facility”), a senior secured revolving loan facility of up to $50.0 million (the “Revolving Facility”) and a senior secured delayed draw term loan facility of up to $100.0 million (the “Delayed Draw Term Loan Facility”).

The loans under the Term Loan Facility and the Delayed Draw Term Loan Facility bear interest at a rate per annum equal to (x) adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus an applicable margin of 4.50% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus 1.00%) plus an applicable margin of 3.50%. The loans under the Revolving Facility bear interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00%) plus an applicable margin of 2.25%.

The 2022 Credit Agreement also contains a maximum first lien net leverage ratio financial maintenance covenant that requires the First Lien Net Leverage Ratio as of the last day of each fiscal quarter to not exceed 8.50:1.00. First Lien Net Leverage Ratio means the ratio of (a) Consolidated First Lien Secured Debt outstanding as of the last day of the test period, minus the Unrestricted Cash Amount on such last day, to (b) Consolidated EBITDA for such test period, in each case on a pro forma basis. As of September 30, 2023, we were in compliance with all financial covenants under the 2022 Credit Agreement.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Nine Months Ended September 30,
	2023			2022
(in thousands)
Net cash (used in) provided by operating activities	$	(33,679	)	$	16,871
Net cash used in investing activities		(48,926	)		(109,165	)
Net cash provided by financing activities		16,589			34,601
Net decrease in cash and cash equivalents	$	(66,016	)	$	(57,693	)
Cash and cash equivalents, beginning of period		108,621			148,029
Cash and cash equivalents, end of period	$	42,605		$	90,336

Cash Flows (Used In) Provided By Operating Activities

During the nine months ended September 30, 2023, operating activities used $33.7 million of cash, primarily impacted by our $141.3 million net loss and $169.2 million in non-cash charges. This was partially offset by changes in our operating assets and liabilities of $61.6 million. During the nine months ended September 30, 2022, operating activities provided $16.9 million of cash, primarily impacted by our $168.9 million net loss and $206.9 million in non-cash charges. This was partially offset by changes in our operating assets and liabilities of $21.1 million.

Cash Flows Used In Investing Activities

During the nine months ended September 30, 2023, investing activities used $48.9 million of cash, primarily resulting from our business acquisitions totaling $19.8 million and purchases of property and equipment of $29.1 million. During the nine months ended September 30, 2022, investing activities used $109.2 million of cash, primarily resulting from our business acquisitions of $40.3 million and purchases of property and equipment of $68.9 million.

Cash Flows Provided By Financing Activities

During the nine months ended September 30, 2023, financing activities provided $16.6 million of cash, resulting primarily from borrowings of $25.0 million under the 2022 Credit Agreement, partially offset by payments of loan obligations of $1.8 million, payments of debt issue costs of $0.2 million and payments of contingent consideration of $6.4 million. During the nine months ended September 30, 2022, financing activities provided $34.6 million of cash, resulting primarily from borrowings of $237.5 million under the 2022 Credit Agreement, partially offset by payments of loan obligations of $181.2 million, a prepayment for the debt paydown under the May 2020 Credit Agreement of $1.6 million, payments of debt issue costs of $7.3 million and payments of contingent consideration of $12.3 million.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements included elsewhere in this Quarterly Report include the results of LifeStance Health Group, Inc., its wholly-owned subsidiaries and VIEs consolidated by LifeStance Health Group, Inc. in which LifeStance Health Group, Inc. has an interest and is the primary beneficiary for the period ended September 30, 2023. Preparation of the consolidated financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of total revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting estimate to be critical when (1) the estimate made in accordance with GAAP is complex in nature or involves a significant level of estimation uncertainty and (2) the use of different judgments, estimates and assumptions have had or are reasonably likely to have a material impact on the financial condition or results of operations in our consolidated financial statements. Actual results could differ materially from those estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in our critical accounting estimates or methodologies to our consolidated financial statements.

Recently Adopted and Issued Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2 to our unaudited consolidated financial statements.

Emerging Growth Company Status

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our unaudited consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. As of June 30, 2023, the market value of our common stock held by non-affiliates exceeded $700 million. As a result, we will become a large accelerated filer beginning January 1, 2024 for future filings and will no longer be an emerging growth company. Therefore, as of that date, we will be required to comply with new or revised accounting standards as of the effective dates applicable to public companies that are not emerging growth companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

Interest Rate Risk

Our primary market risk exposure is changing prime rate-based interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.

As of September 30, 2023, we had an aggregate principal amount of $257.1 million outstanding under our credit facilities. In the current economic environment, we manage interest expense using a combination of variable-rate debt and a fixed-interest-rate swap. In August 2022, we entered into a hedge transaction (interest rate swap) using a derivative financial instrument for the purpose of hedging our exposure to interest rate risks, which the contractual terms of the hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. The objective of entering into the interest rate swap is to eliminate the variability of cash flows in the Secured Overnight Financing Rate interest payments associated with variable-rate loan over the life of the loan under our credit facilities.

We do not believe that an increase or decrease in interest rates of 100 basis points would have a material effect on our business, financial condition or results of operations.

Inflation Risk

Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023 due to the material weaknesses described below.

Previously Reported Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As previously reported in the Annual Report on Form 10-K for the year ended December 31, 2022, in connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2019, we identified material weaknesses in our internal control over financial reporting, which continue to exist as of September 30, 2023. The material weaknesses we identified were as follows:

We did not design and maintain an effective control environment commensurate with our financial reporting requirements due to an insufficient complement of resources in the accounting/finance and IT functions, with an appropriate level of knowledge, experience and training. This material weakness contributed to the following additional material weaknesses:

•

We did not maintain formal accounting policies and procedures, and did not design and maintain controls related to significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries.

These material weaknesses resulted in material misstatements related to the identification and valuation of intangible assets acquired in business combinations that impacted the classification of intangible assets and goodwill, related impacts to amortization and income tax expense, and the restatement of our previously issued annual consolidated financial statements as of and for the years ended December 31, 2019 and 2018 with respect to such intangibles assets acquired in business combinations. Additionally, these material weaknesses could result in a misstatement of substantially all of the financial statement accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.

•

We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls for financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and

(iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

These IT deficiencies did not result in a material misstatement to our consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, we have determined these deficiencies in the aggregate constitute a material weakness.

Remediation Plan for Material Weaknesses

We are in the process of designing and implementing measures designed to improve our internal control over financial reporting and remediate the control deficiencies which led to the material weaknesses. As of September 30, 2023, our remediation measures are ongoing and include the following:

•

hired a new head of internal audit along with engaging external consultants to assist with enhancing our internal control environment design and development;

•

hired additional accounting and IT personnel to enhance our technical reporting, transactional accounting, and IT capabilities. We designed and implemented controls to support training, development, and technical research capabilities for those personnel, along with development and implementation of policies and procedures to support the external financial reporting functions. We continue to evaluate our staffing needs and plan to hire additional personnel as necessary to support our operations;

•

performing detailed risk assessments for significant financial processes to identify, design, and implement control activities related to internal control over financial reporting;

•

developed and implemented controls related to the formalization of our accounting policies and procedures and financial reporting;

•

development and implementation of controls related to significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries;

•

developed and implemented IT security and governance controls to address program change of internally and externally developed systems and computer operations associated with information systems impacting the preparation of our consolidated financial statements;

•

developed and implemented controls related to the periodic monitoring and review of user access rights, the identification and risk ranking of segregation of duties conflicts, and, where it is determined there is a need for an individual to having conflicting access, a periodic review of the underlying activities is performed by an independent person who does not have such conflicting access;

•

developed and implemented controls related to computer operations surrounding critical batch jobs and data backups; and

•

development and implementation of program change management controls, including new or material modifications, related to testing, authorization and implementation of program and data changes affecting financial IT applications and accounting records.

We have made progress towards designing and implementing the plan to remediate the material weaknesses and will continue to review, revise, and improve the design and implementation of our internal controls as appropriate. Although we have made enhancements to our control procedures, these material weaknesses will not be considered remediated until our controls are operational for a sufficient period of time, tested, and management concludes that these controls are operating effectively.

We intend to evaluate current and projected resource needs on a regular basis and hire additional qualified resources as needed. Our ability to maintain qualified and adequate resources to support our business and our projected growth will be a critical component of our internal control environment.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. Other than the changes to our internal control over financial reporting described in “Remediation Plan for Material Weaknesses” above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of certain legal proceedings in which we are involved, please read Note 12, Commitments and Contingencies, to our unaudited consolidated financial statements in this report, which is incorporated into this item by reference.

Item 1A. Risk Factors.

There have been no material changes to our risk factors as previously disclosed under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, except as follows:

We will no longer qualify as an “emerging growth company” after December 31, 2023, and, as a result, we will have to comply with increased disclosure and compliance requirements.

We are currently an “emerging growth company” as defined in the JOBS Act. However, because the market value of our common stock held by non-affiliates exceeded $700 million as of June 30, 2023, we will no longer qualify as an “emerging growth company” as of December 31, 2023 and will be a large accelerated filer beginning January 1, 2024 for future filings.

As a large accelerated filer, we will be subject to certain disclosure and compliance requirements that apply to other public companies but that did not previously apply to us due to our status as an emerging growth company. These requirements include, but are not limited to:

•

the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002;

•

compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

•

the requirement that we provide more detailed disclosures regarding executive compensation; and

•

the requirement that we hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved.

We expect that the loss of emerging growth company status and compliance with the additional requirements of being a large accelerated filer will increase our legal, accounting and financial compliance costs and costs associated with investor relations activities, and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to public company reporting requirements. In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During our fiscal quarter ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits.


		Description of Exhibit Incorporated Herein by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith

31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

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* Filed herewith.

+ Indicates a management contract or compensatory plan, contract or arrangement.

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 8, 2023	By:	/s/ David Bourdon
		David Bourdon
		Chief Financial Officer and Treasurer (principal financial and accounting officer)