10-Q

美國

證券交易委員會

華盛頓特區20549

表格 10-Q

(標記一個)


☒	根據1934年《證券交易法》第13條或第15（d）條提交的季度報告

截至季度結束日期的財務報告九月30日， 2024

或者


☐	根據1934年證券交易法第13或15(d)條款的過渡報告

對於從到的過渡期

委託文件編號：001-39866001-40478

LifeStance Health Group, Inc.

（依據其憲章指定的註冊名稱）


特拉華州	86-1832801
（國家或其他管轄區的公司成立或組織）	（IRS僱主唯一識別號碼）
4800 N. Scottsdale Road 2500套房 Scottsdale, Arizona	85251
，（主要行政辦公地址）	(郵政編碼)

公司電話號碼，包括區號：（602) 767-2100

在法案第12(b)條的規定下注冊的證券：

    每一類的名稱

    交易
符號:

    在其上註冊的交易所的名稱

    普通股，每股面值0.01美元

    LFST

    納斯達克證券交易所 LLC

請在以下複選框中打勾，指示註冊人：(1)在前12個月(或註冊人被要求提交這些報告的更短期間內)已經提交了1934年證券交易法第13或15(d)條規定需要提交的所有報告；以及(2)在過去的90天內一直受到了此類文件提交要求的限制。Yes☒ 不是 ☐

請在以下複選框中打勾，指示註冊人是否已經電子提交了根據Regulation S-T規則405條(本章節的§232.405條)需要提交的所有互動數據文件在過去的12個月內(或註冊人被要求提交這些文件的更短期間內)。Yes☒ 不是 ☐

勾選以下選框，指示申報人是大型加速評估提交人、加速評估提交人、非加速評估提交人、小型報告公司或新興成長型公司。關於「大型加速評估提交人」、「加速評估提交人」、「小型報告公司」和「新興成長型公司」的定義，請參見《交易所法規》第12億.2條。


大型加速報告人	☒	加速文件提交人	☐

非加速文件提交人	☐	較小的報告公司	☐

新興成長公司	☐

如果是新興成長型公司，在選中複選標記的同時，如果公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則，則表明該公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則。☐

請在以下空格內打勾，表示註冊人是不是外殼公司（按交易所法則120億.2條定義）。是 ☐ 否 ☒

截至 2024 年 10 月 30 日，註冊人已經 382,640,096 普通股，每股面值0.01美元，已發行。


		頁面
第一部分	財務資訊
項目一。	財務報表 (未經審核)	1
	綜合資產負債表	2
	綜合營運報表及綜合損失	3
	綜合股東權益變動報表	4
	綜合現金流量報表	6
	綜合財務報表附註	7
項目二。	管理層對財務狀況及營運結果進行討論及分析	18
第三項目。	有關市場風險的定量和定性披露	27
第四項。	控制和程序	27
第二部分	其他資訊
項目一。	法律程序	30
項目 1A。	風險因素	30
項目二。	非登記股份證券銷售及所得款項的使用	30
第三項目。	高級證券違約	30
第四項。	礦山安全披露	30
第五項。	其他資訊	30
第六項	展品	31
簽名		32

關於前瞻性陳述的注意事項

本10-Q表格的季度報告包含前瞻性聲明。前瞻性聲明既不是歷史事實，也不保證未來績效。相反，它們基於我們目前對業務未來、未來計劃和策略以及其他未來狀況的信念、期望和假設。前瞻性聲明可通過字詞識別，例如：“預期”，“相信”，“展望”，“估計”，“期待”，“打算”，“可能”，“計劃”，“預測”，“項目”，“目標”，“潛在”，“將”，“將會”，“可以”，“應該”，“繼續”，“考慮”和其他類似表達，儘管並非所有前瞻性聲明都包含這些識別字詞。舉例來說，我們所提到的所有聲明，與我們增長業務、擴展患者和支付者的進入以及投資於我們平台的能力有關；我們與額外醫院系統、大型初級保健團體和其他專科團體合作的計劃；我們預期我們將繼續開設新的中心並收購新中心；我們的增長率和財務成果；我們對未來運營、成長或倡議及策略的計劃和目標；以及我們預期的市場機遇均屬於前瞻性聲明。

我們可能實際上未能實現在我們的前瞻性陳述中披露的計劃、意圖或期望，您不應過度依賴我們的前瞻性陳述。實際結果或事件可能與我們所做的前瞻性陳述中披露的計劃、意圖和期望有實質不同。我們在很大程度上是根據我們對未來可能影響我們的財務狀況、營運業績、業務策略和財務需求的事件和趨勢的目前期望和對未來的預測來擬定這些前瞻性陳述的。這些前瞻性陳述受一系列風險、不確定性、因素和假設的影響，該等風險、不確定性、因素和假設在本季度報告表格10-Q的第二部分第1A項“風險因素”和以及我們在2024年2月28日向證券交易委員會（“SEC”）提交的年度報告表格10-K會計年度截至2023年12月31日，包括，但不僅限於：

•

如果第三方支付人的報銷比率下降，或者第三方支付人以其他方式限制我們獲得或提供病人護理的能力，都可能損害我們的業務；

•

即使我們的關鍵指標可能暗示未來增長，我們的增長率可能不會像過去那樣高，甚至可能完全沒有增長，包括如果我們無法成功執行增長計劃和業務策略；

•

如果我們未能有效管理我們的增長，開支可能會超過預期，營業收入可能不會成比例增長甚至根本不增長，我們可能無法執行我們的業務策略；

•

我們招聘新臨床醫生和留住現有臨床醫生的能力；

•

我們在一個監管嚴格的行業中開展業務，如果我們未能遵守這些法律和政府法規，可能會面臨處罰，或被要求對我們的業務進行重大變更，或遭受不利的宣發，這可能對我們的業務、運營結果和財務控件產生重大不利影響；

•

我們依賴於與受支持的實踐的關係來提供醫療服務，而這些關係並不屬於我們，如果這些關係受到干擾，或者與這些實體的安排受到法律挑戰，我們的業務將受到損害。

•

我們在一個競爭激烈的行業板塊中運營，如果我們無法有效競爭，我們的業務和財務表現將受到損害；

•

醫療改革立法及其他在醫療行業和醫療支出方面的變化對我們的影響目前尚不明朗，但可能會對我們的業務造成損害；

•

如果我們或我們的供應商的安防-半導體措施失敗或遭到破壞，未授權訪問我們的員工、患者或合作伙伴的數據，可能會使我們的系統被視爲不安全，我們可能會承擔重大責任，包括因私人訴訟或監管行動而導致的責任，我們的聲譽可能會受到損害，我們可能會失去患者和合作夥伴；

•

我們的業務依賴於我們有效投資、實施改進以及正確維護信息技術和其他業務系統的持續事件和數據完整性的能力；

•

我們現有的債務可能會對我們的業務和增長前景產生不利影響；以及

•

在「風險因素」下列出的其他因素。

本季度報告（表格10-Q）中的前瞻性陳述代表了我們截至本報告日期的觀點。除非法律要求，否則我們沒有義務公開更新任何前瞻性陳述，無論是由於新信息、未來發展還是其他原因。

第一部分——財務信息

項目 1基本報表（未經審計）。

LIFESTANCE HEALTH GROUP, INC.

合併財務報表

截至2024年9月30日的季度期間

LIFESTANCE HEALTH GROUP, INC.

合併資產負債表

(未經審計)

(以千爲單位，除了面值)


	2024年9月30日			2023年12月31日
流動資產
現金及現金等價物	$	102,615		$	78,824
患者應收賬款，淨額		158,161			125,405
預付款項及其他流動資產		26,244			21,502
總流動資產		287,020			225,731
非流動資產
物業及設備（淨額）		169,974			188,222
使用權資產		154,835			170,703
無形資產，淨值		195,352			221,072
商譽		1,293,346			1,293,346
其他非流動資產		7,414			10,895
總非流動資產		1,820,921			1,884,238
總資產	$	2,107,941		$	2,109,969
負債及股東權益
流動負債
應付賬款	$	7,282		$	7,051
應計工資費用		111,858			102,478
其他應計費用		43,291			35,012
或有對價		2,500			8,169
經營租賃負債，流動		48,959			46,475
其他流動負債		3,624			3,688
總流動負債		217,514			202,873
非流動負債
長期負債，淨額		279,055			280,285
經營租賃負債，非流動		158,679			181,357
遞延稅負債，減去流動部分		15,219			15,572
其他非流動負債		381			952
總非流動負債		453,334			478,166
總負債	$	670,848		$	681,039
承諾與或有事項（見第12條）
股東權益
優先股 - 面值$0.01 每股； 25,000截至 2024年9月30日和2023年12月31日； 0發行在外的股份數爲截至2024年9月30日和2023年12月31日		—			—
普通股 - 面值$0.01 每股； 800,000截至 2024年9月30日和2023年12月31日; 382,640 以及 378,725股數截至2024年9月30日和2023年12月31日，分別		3,826			3,789
額外實收資本		2,243,673			2,183,684
累計其他綜合收益		771			2,303
累計虧損		(811,177	)		(760,846	)
股東權益總額		1,437,093			1,428,930
總負債和股東權益	$	2,107,941		$	2,109,969

附帶的說明是這些未經審計的合併基本報表的重要組成部分。

LIFESTANCE HEALTH GROUP, INC.

合併經營報表及全面虧損

(未經審計)

(以千爲單位，除每股淨虧損外)


	截至9月30日的三個月						截至9月30日的九個月
	2024			2023			2024			2023
總營業收入	$	312,722		$	262,895		$	925,490		$	775,062
營業費用
中心費用，不包括折舊和攤銷下面單獨列出		212,291			186,686			632,527			556,280
一般及行政費用		85,269			130,945			269,356			317,425
折舊和攤銷		15,115			19,621			56,279			58,220
總營業費用	$	312,675		$	337,252		$	958,162		$	931,925
營業收入（損失）	$	47		$	(74,357	)	$	(32,672	)	$	(156,863	)
其他費用
按公允價值重新計量的收益考慮		15			1,867			1,975			4,443
交易成本		(29	)		—			(821	)		(89	)
利息費用，淨額		(5,413	)		(5,477	)		(17,139	)		(15,688	)
其他費用		(2	)		(1	)		(80	)		(70	)
其他費用總計	$	(5,429	)	$	(3,611	)	$	(16,065	)	$	(11,404	)
稅前虧損		(5,382	)		(77,968	)		(48,737	)		(168,267	)
所得稅（準備）收益		(575	)		16,385			(1,594	)		26,964
淨損失	$	(5,957	)	$	(61,583	)	$	(50,331	)	$	(141,303	)
每股淨虧損，基本和攤薄		(0.02	)		(0.17	)		(0.13	)		(0.39	)
用於計算基本和每股攤薄淨虧損的加權平均股份		380,359			372,476			378,713			365,556

淨損失	$	(5,957	)	$	(61,583	)	$	(50,331	)	$	(141,303	)
其他綜合（損失）收入
現金流抵消的未實現（損失）收益，淨額稅後		(1,872	)		230			(1,532	)		1,107
綜合損失	$	(7,829	)	$	(61,353	)	$	(51,863	)	$	(140,196	)

附帶的說明是這些未經審計的合併基本報表的重要組成部分。

LIFESTANCE HEALTH GROUP, INC.

股東權益變動的合併報表

(未經審計)

(以千計)


	普通股						額外實收資本		累計其他綜合			累計			總股東權益
	股份			金額			資本		收入			赤字			股權
截至2024年6月30日的餘額		383,314		$	3,833		$	2,228,771	$	2,643		$	(805,220	)	$	1,430,027
淨損失		—			—			—		—			(5,957	)		(5,957	)
發行普通股限制性股票單位的歸屬		63			—			—		—			—			—
沒收		(737	)		(7	)		7		—			—			—
其他綜合損失		—			—			—		(1,872	)		—			(1,872	)
基於股票的補償費用		—			—			14,895		—			—			14,895
截至2024年9月30日的餘額		382,640		$	3,826		$	2,243,673	$	771		$	(811,177	)	$	1,437,093


	普通股						額外實收資本			累計其他綜合		累計			總股東權益
	股份			金額			資本			收入		赤字			股權
截至2023年6月30日的餘額		378,005		$	3,782		$	2,141,247		$	4,151	$	(654,304	)	$	1,494,876
淨損失		—			—			—			—		(61,583	)		(61,583	)
普通股發行於限制性股票單位歸屬		707			7			(7	)		—		—			—
沒收		(105	)		(1	)		1			—		—			—
其他綜合收益		—			—			—			230		—			230
基於股票的補償費用		—			—			21,525			—		—			21,525
截至2023年9月30日的餘額		378,607		$	3,788		$	2,162,766		$	4,381	$	(715,887	)	$	1,455,048

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, 2023		378,725		$	3,789		$	2,183,684		$	2,303		$	(760,846	)	$	1,428,930
Net loss		—			—			—			—			(50,331	)		(50,331	)
Issuance of common stock upon vesting of restricted stock units		7,126			70			(70	)		—			—			—
Forfeitures		(3,211	)		(33	)		33			—			—			—
Other comprehensive loss		—			—			—			(1,532	)		—			(1,532	)
Stock-based compensation expense		—			—			60,026			—			—			60,026
Balances at September 30, 2024		382,640		$	3,826		$	2,243,673		$	771		$	(811,177	)	$	1,437,093


	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

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,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(50,331	)	$	(141,303	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		56,279			58,220
Non-cash operating lease costs		29,431			30,225
Stock-based compensation		60,026			78,469
Amortization of discount and debt issue costs		1,264			1,592
Gain on remeasurement of contingent consideration		(1,975	)		(4,443	)
Other, net		998			5,105
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net		(32,757	)		(48,484	)
Prepaid expenses and other current assets		(3,924	)		(52,293	)
Accounts payable		620			(3,848	)
Accrued payroll expenses		9,381			7,622
Operating lease liabilities		(34,300	)		(30,109	)
Other accrued expenses		10,232			65,568
Net cash provided by (used in) operating activities	$	44,944		$	(33,679	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(15,265	)		(29,106	)
Acquisitions of businesses, net of cash acquired		—			(19,820	)
Net cash used in investing activities	$	(15,265	)	$	(48,926	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		—			25,000
Payments of debt issue costs		—			(188	)
Payments of long-term debt		(2,194	)		(1,821	)
Payments of contingent consideration		(3,694	)		(6,402	)
Net cash (used in) provided by financing activities	$	(5,888	)	$	16,589
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		23,791			(66,016	)
Cash and Cash Equivalents - Beginning of period		78,824			108,621
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	102,615		$	42,605
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net	$	19,023		$	15,424
Cash paid for taxes, net of refunds	$	59		$	416
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES
Contingent consideration incurred in acquisitions of businesses	$	—		$	1,985
Acquisition of property and equipment included in liabilities	$	1,203		$	5,303

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, 2023. During the nine months ended September 30, 2024, there have been no significant changes to these policies.

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, 2023 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, 2024 and December 31, 2023.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 is effective for public companies for annual periods beginning on or after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will apply retrospectively to all prior periods presented in the financial statements. The Company is in process of evaluating the impact of adoption of ASU 2023-07 on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will apply on a prospective basis and retrospective application is permitted. The Company is in process of evaluating the impact of adoption of ASU 2023-09 on the Company's consolidated financial statements and disclosures.

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 healthcare 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,
	2024					2023					2024					2023
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	283,264		91	%	$	239,902		91	%	$	840,943		91	%	$	704,717		91	%
Government		14,850		5	%		10,993		4	%		43,016		5	%		32,943		4	%
Self-pay		11,619		3	%		10,229		4	%		33,231		3	%		30,360		4	%
Total patient service revenue		309,733		99	%		261,124		99	%		917,190		99	%		768,020		99	%
Nonpatient service revenue		2,989		1	%		1,771		1	%		8,300		1	%		7,042		1	%
Total	$	312,722		100	%	$	262,895		100	%	$	925,490		100	%	$	775,062		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,
	2024			2023			2024			2023
Payor A		16	%		19	%		17	%		19	%
Payor B		16	%		13	%		15	%		13	%

NOTE 4 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:


	September 30, 2024			December 31, 2023
Leasehold improvements	$	172,889		$	170,212
Computers and peripherals		23,471			27,302
Internal-use software		8,381			7,197
Furniture, fixtures and equipment		43,082			42,316
Medical equipment		842			842
Construction in process		6,921			9,037
Total	$	255,586		$	256,906
Less: Accumulated depreciation		(85,612	)		(68,684	)
Total property and equipment, net	$	169,974		$	188,222

Depreciation expense consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense	$	10,409	$	9,448	$	30,559	$	27,698

NOTE 5 LEASES

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,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	13,817	$	14,270	$	41,231	$	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, 2024			December 31, 2023
Weighted-average remaining lease term (in years)		4.2			4.6
Weighted-average discount rate		7.44	%		7.11	%

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


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	48,502	$	47,356
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	13,752	$	13,844

The future minimum lease payments under noncancellable operating leases as of September 30, 2024 are as follows:


Year Ended December 31,	Amount
Remainder of 2024	$	12,999
2025		65,642
2026		58,771
2027		45,104
2028		32,196
Thereafter		29,043
Total lease payments	$	243,755
Less: imputed interest		(36,117	)
Total lease liabilities	$	207,638

Related party lease transactions were not material as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and 2023.

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. The Company substantially completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases during the year ended December 31, 2023. 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 $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 $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, 2024.

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill was $1,293,346 as of September 30, 2024 and December 31, 2023. There have been no changes to the goodwill carrying value during the period.

Intangible Assets

Intangible assets consist of the following:


September 30, 2024	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(34,187	)	$	2,507		4.0
LifeStance trade names		235,500		(45,873	)		189,627		22.5
Non-competition agreements		94,535		(91,317	)		3,218		4.2
Total intangible assets	$	366,729	$	(171,377	)	$	195,352


December 31, 2023	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(26,399	)	$	10,295		5.0
LifeStance trade names		235,500		(38,024	)		197,476		22.5
Non-competition agreements		94,535		(81,234	)		13,301		4.2
Total intangible assets	$	366,729	$	(145,657	)	$	221,072

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,
	2024		2023		2024		2023
Amortization expense	$	4,706	$	10,173	$	25,720	$	30,522

NOTE 7 BUSINESS COMBINATIONS

During the nine months ended September 30, 2023, the Company completed the acquisitions of 3 outpatient mental health practices. There were no completed acquisitions during the three and nine months ended September 30, 2024. 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:


	Nine Months Ended
	September 30, 2023
Cash consideration	$	20,000
Contingent consideration, at initial fair value		1,985
Total consideration transferred	$	21,985

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 fair values of assets acquired and liabilities assumed as of the dates of acquisition:


	Nine Months Ended
Allocation of Purchase Price	September 30, 2023
Cash	$	181
Patient accounts receivable		372
Prepaid expenses and other current assets		138
Property and equipment		221
Right-of-use assets		368
Other noncurrent assets		22
Intangible assets		843
Goodwill		20,733
Total assets acquired		22,878
Total liabilities assumed		893
Fair value of net assets	$	21,985

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:


	Nine Months Ended
	September 30, 2023
Regional trade names (1)	$	435
Non-competition agreements (2)		408
Total	$	843

(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:


	Nine Months Ended
Contingent consideration	September 30, 2023
Maximum contingent consideration based on acquisition agreements	$	2,650

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, 2024 and December 31, 2023.


Valuation Technique	Range of Significant Assumptions
		September 30, 2024	December 31, 2023
Probability-weighted analysis	Probability	0% - 100%	0% - 100%
based earn-outs	Discount rate	8.4%	9.7%

As of September 30, 2024 and December 31, 2023, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date.

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, 2024, the notional value was $185,220. 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, 2024 and 2023, the Company included immaterial gains 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, 2024		December 31, 2023
Interest rate swap	Prepaid expenses and other current assets	$	1,046	$	—
Interest rate swap	Other noncurrent assets	$	—	$	2,931

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, 2024			December 31, 2023
Assets Measured at Fair Value
Money market funds	$	85,836		$	64,766
Level 1	$	85,836		$	64,766
Interest rate swap asset	$	1,046		$	2,931
Level 2	$	1,046		$	2,931
Total assets measured at fair value	$	86,882		$	67,697

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	8,169		$	17,824
Additions related to acquisitions		—			1,985
Payments of contingent consideration		(3,694	)		(7,668	)
Gain on remeasurement		(1,975	)		(3,972	)
Ending balance		2,500			8,169
Level 3	$	2,500		$	8,169
Total liabilities measured at fair value	$	2,500		$	8,169

NOTE 9 LONG-TERM DEBT

On May 4, 2022, the Company entered into a credit agreement, as amended (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 terminated on August 14, 2024. 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 3.75% 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 2.75%. 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, 2024 and December 31, 2023.

Long-term debt consists of the following:


	September 30, 2024			December 31, 2023
Term loans	$	196,000		$	197,500
Delayed Draw term loans		91,300			91,994
Total long-term debt		287,300			289,494
Less: Current portion of long-term debt		(2,925	)		(2,925	)
Less: Unamortized discount and debt issue costs (1)		(5,320	)		(6,284	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	279,055		$	280,285

(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.

Interest expense, net consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest expense, net	$	5,413	$	5,477	$	17,139	$	15,688

Future principal payments on long-term debt as of September 30, 2024 are as follows:


Year Ended December 31,	Amount
Remainder of 2024	$	731
2025		2,925
2026		2,925
2027		2,925
2028		277,794
Total	$	287,300

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, 2024 and December 31, 2023 was $306,099 and $304,955, 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.

There are no amounts outstanding on the revolving loan as of September 30, 2024 and December 31, 2023.

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, 2024, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,936 shares.

Restricted Stock Awards ("RSA")

The following is a summary of RSA transactions as of and for the nine months ended September 30, 2024:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2023		5,479		$	11.98
Vested		(13	)		11.98
Forfeited		(3,211	)		11.98
Unvested, September 30, 2024		2,255		$	11.98

Restricted Stock Units ("RSU")

The following is a summary of RSU transactions as of and for the nine months ended September 30, 2024:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2023		23,378		$	7.24
Granted		13,671			6.92
Vested		(7,126	)		8.40
Canceled and forfeited		(5,132	)		7.18
Outstanding, September 30, 2024		24,791		$	6.74

Stock Options

The following is a summary of stock option activity as of and for the nine months ended September 30, 2024:


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2023		13,476	$	7.42		8.70	$	5,565
Granted		—		—
Exercised		—		—				—
Canceled and forfeited		—		—
Outstanding, September 30, 2024		13,476	$	7.42		6.68	$	1,838
Exercisable at September 30, 2024		2,142	$	7.51		6.64	$	153
Vested or expected to vest at September 30, 2024		13,476	$	7.42		6.68	$	1,838

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,
	2024		2023		2024		2023
Stock-based compensation expense	$	14,895	$	21,525	$	60,026	$	78,469

As of September 30, 2024, the Company had $134,383 in unrecognized compensation expense related to all non-vested RSUs and stock options that will be recognized over the weighted-average remaining service period of 1.6 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 11 in the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

As of September 30, 2024, no shares of common stock have been purchased under the Company’s ESPP.

NOTE 11 INCOME TAXES

The provision (benefit) for income taxes is as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Provision (benefit) for income taxes	$	575	$	(16,385	)	$	1,594	$	(26,964	)

The effective tax rates are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Effective tax rate		(10.7	)%		21.0	%		(3.3	)%		16.0	%

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 Company's 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, 2024 and December 31, 2023.

Health Care Industry

The healthcare 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 healthcare 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 healthcare providers. Violation of these laws and regulations could result in expulsion from government healthcare 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 healthcare 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.

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, 2024.

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 Company has moved to dismiss all claims. 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, 2024.

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,
	2024			2023			2024			2023
Net loss available to common stockholders'	$	(5,957	)	$	(61,583	)	$	(50,331	)	$	(141,303	)
Weighted-average shares used to compute basic and diluted net loss per share		380,359			372,476			378,713			365,556
Net loss per share, basic and diluted	$	(0.02	)	$	(0.17	)	$	(0.13	)	$	(0.39	)

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, 2024 and 2023 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,
	2024		2023
RSAs		2,255		5,615
RSUs		24,791		24,109
Stock options		13,476		13,476
		40,522		43,200

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, 2023. 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, 2023, 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 supported practices. References to "our employees" and "our clinicians" refer collectively to employees and clinicians, respectively, of our subsidiaries and supported practices. References to "our patients" refer to the patients treated by such clinicians.

Our Business

We are reimagining mental health through a tech-enabled care delivery model built to expand access, address affordability, improve outcomes and lower overall healthcare 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 supported practices and our geographic scale, employing 7,269 licensed mental health clinicians as of September 30, 2024. 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 healthcare 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 healthcare.

•

Patients - We are the front-door to comprehensive outpatient mental healthcare. 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 supported 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 healthcare 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.

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, 2024, we employed 7,269 psychiatrists, advanced practice nurses, psychologists and therapists through our subsidiaries and supported 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. Clinician productivity impacts our ability to generate revenue and 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 7,269 clinicians employed through our subsidiaries and supported practices, as of September 30, 2024. 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 our 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 targeted 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 2.0 million and 5.9 million visits in the three and nine months ended September 30, 2024, respectively. We believe our ability to deliver more accessible, flexible, affordable and effective mental healthcare is a key driver of our patient growth. We believe we provide a superior and differentiated mental healthcare 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 affordable 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 focuses on 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 referral 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 healthcare 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 healthcare services with those of our medical provider partners. By co-locating and driving toward integration with primary care and specialty providers, we can enhance our clinicians' 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 healthcare 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 has historically 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 evaluate new payor relationships and national contracts where we believe the payor's policies and approach to mental healthcare align with our mission, 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.

As part of our ongoing business operations, we renegotiate our existing payor contracts and enter into new payor contracts. Our results of operations can fluctuate based on the reimbursement rates resulting from these payor contract negotiations and renegotiations. To the extent that payors, particularly payors comprising a significant portion of our revenue, negotiate lower reimbursement rates or elect not to cover some or all of our services, our business and results of operations could be adversely impacted.

Expand and Optimize our Center Base Within Existing and New Markets

We believe we have built a powerful market growth engine that allows us to rapidly grow our presence within our markets and unlock potential latent demand through our differentiated scale, access and affordability.

De Novo Centers

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. 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 selectively pursue acquisitions 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 has been deployed both to enter new markets and in our existing markets. In new markets, acquisitions have allowed 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 have allowed 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 completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases during 2023. We plan to continue to optimize our real estate footprint on a go-forward basis as part of our recurring operations.

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 income (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.

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,
	2024			2023			2024			2023
(in thousands)
Total revenue	$	312,722		$	262,895		$	925,490		$	775,062
Revenue growth		19	%		21	%		19	%		23	%
Income (loss) from operations		47			(74,357	)		(32,672	)		(156,863	)
Center Margin		100,431			76,209			292,963			218,782
Net loss		(5,957	)		(61,583	)		(50,331	)		(141,303	)
Adjusted EBITDA		30,713			14,582			86,969			38,751

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, income (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 income (loss) from operations excluding depreciation and amortization and general and administrative expenses. Therefore, Center Margin is computed by removing from income (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 income (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 income (loss) from operations, the most closely comparable GAAP financial measure, to Center Margin:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
(in thousands)
Income (loss) from operations	$	47	$	(74,357	)	$	(32,672	)	$	(156,863	)
Adjusted for:
Depreciation and amortization		15,115		19,621			56,279			58,220
General and administrative expenses (1)		85,269		130,945			269,356			317,425
Center Margin	$	100,431	$	76,209		$	292,963		$	218,782

(1)

Represents salaries, wages and employee benefits for our executive leadership, finance, human resources, marketing, billing and credentialing support and technology infrastructure and stock-based compensation for all employees.

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 provision (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, amortization of cloud-based software implementation costs, 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, 2024 and 2023. 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,
	2024			2023			2024			2023
(in thousands)
Net loss	$	(5,957	)	$	(61,583	)	$	(50,331	)	$	(141,303	)
Adjusted for:
Interest expense, net		5,413			5,477			17,139			15,688
Depreciation and amortization		15,115			19,621			56,279			58,220
Income tax provision (benefit)		575			(16,385	)		1,594			(26,964	)
Gain on remeasurement of contingent consideration		(15	)		(1,867	)		(1,975	)		(4,443	)
Stock-based compensation expense		14,895			21,525			60,026			78,469
Loss on disposal of assets		2			1			80			70
Transaction costs (1)		29			—			821			89
Executive transition costs		—			114			591			636
Litigation costs (2)		224			45,418			1,053			49,267
Strategic initiatives (3)		134			790			1,292			3,242
Real estate optimization and restructuring charges (4)		—			1,257			(250	)		4,977
Amortization of cloud-based software implementation costs (5)		298			—			478			—
Other expenses (6)		—			214			172			803
Adjusted EBITDA	$	30,713		$	14,582		$	86,969		$	38,751

(1)

Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions and to the secondary offering completed in the second quarter of 2024.

(2)

Litigation costs include only those costs which are considered non-recurring and outside of the ordinary course of business based on the following considerations, which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) the complexity of the case (e.g., complex class action litigation), (iii) the nature of the remedy(ies) sought, including the size of any monetary damages sought, (iv) the counterparty involved, and (v) our overall litigation strategy. During the three and nine months ended September 30, 2024 and 2023, litigation costs included cash expenses related to three distinct litigation matters, including (x) a securities class action litigation, (y) a privacy class action litigation and (z) a compensation model class action litigation. 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, 2024 and 2023, we continued a process of evaluating and adopting critical enterprise-wide systems for (i) human resources management, (ii) clinician credentialing and onboarding process, and for the three and nine months ended September 30, 2023, (iii) a scalable electronic health resources system. Strategic initiatives represents costs, such as third-party consulting costs and one-time

costs, that are not part of our ongoing operations related to these enterprise-wide systems. We considered the frequency and scale of this multi-part enterprise upgrade when determining that the expenses were not normal, recurring operating expenses.

(4)

Real estate optimization and restructuring charges consist of cash expenses and non-cash charges related to our real estate optimization initiative, which include certain asset impairment and disposal costs, certain gains and losses related to early lease terminations, and exit and disposal costs related to our real estate optimization initiative to consolidate our physical footprint during the three and nine months ended September 30, 2023. As the decision to close these centers was part of a significant strategic project driven by a historic shift in behavior, the magnitude of center closures has been and is expected to be greater than what would be expected as part of ordinary business operations and do not constitute normal recurring operating activities. During the nine months ended September 30, 2024, real estate optimization and restructuring charges consisted of certain gains and losses related to early lease terminations of previously abandoned real estate leases in 2023.

(5)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within general and administrative expenses included in our unaudited consolidated statements of operations and comprehensive loss.

(6)

Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are supported practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration and other are components of general and administrative expenses included in our unaudited consolidated statements of operations and comprehensive loss. Former owner fees is a component of center costs, excluding depreciation and amortization included in our unaudited consolidated statements of operations and comprehensive loss. These costs are summarized for each period in the table below:


	Three Months Ended		Nine Months Ended September 30,
	September 30, 2023		2024		2023
(in thousands)
Acquired center integration (1)	$	156	$	95	$	475
Former owner fees (2)		58		—		142
Other (3)		—		77		186
Total	$	214	$	172	$	803

(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, 2024 and 2023:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
(in thousands)
TOTAL REVENUE	$	312,722		$	262,895		$	925,490		$	775,062
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		212,291			186,686			632,527			556,280
General and administrative expenses		85,269			130,945			269,356			317,425
Depreciation and amortization		15,115			19,621			56,279			58,220
Total operating expenses	$	312,675		$	337,252		$	958,162		$	931,925
INCOME (LOSS) FROM OPERATIONS	$	47		$	(74,357	)	$	(32,672	)	$	(156,863	)
OTHER EXPENSE
Gain on remeasurement of contingent consideration		15			1,867			1,975			4,443
Transaction costs		(29	)		—			(821	)		(89	)
Interest expense, net		(5,413	)		(5,477	)		(17,139	)		(15,688	)
Other expense		(2	)		(1	)		(80	)		(70	)
Total other expense	$	(5,429	)	$	(3,611	)	$	(16,065	)	$	(11,404	)
LOSS BEFORE INCOME TAXES		(5,382	)		(77,968	)		(48,737	)		(168,267	)
INCOME TAX (PROVISION) BENEFIT		(575	)		16,385			(1,594	)		26,964
NET LOSS	$	(5,957	)	$	(61,583	)	$	(50,331	)	$	(141,303	)

Total Revenue

Total revenue increased $49.8 million, or 19%, to $312.7 million for the three months ended September 30, 2024 from $262.9 million for the three months ended September 30, 2023. This was primarily due to an increase of $48.6 million of patient service revenue and an increase of $1.2 million of nonpatient revenue. The increase in patient service revenue was mainly due to a net increase of 851 in total clinicians from organic hiring, resulting in an increase in patient visits of 0.3 million, or 15%. Additionally, TRPV increased year-over-year primarily driven by modest payor rate increases.

Total revenue increased $150.4 million, or 19%, to $925.5 million for the nine months ended September 30, 2024 from $775.1 million for the nine months ended September 30, 2023. This was primarily due to an increase of $149.2 million of patient service revenue and an increase of $1.2 million of nonpatient revenue. The increase in patient service revenue was mainly due to a net increase of 851 in total clinicians from organic hiring, resulting in an increase in patient visits of 0.8 million, or 15%. 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 $25.6 million, or 14%, to $212.3 million for the three months ended September 30, 2024 from $186.7 million for the three months ended September 30, 2023. This was primarily due to a $24.0 million increase in center-based compensation due to the increase in patient visits of 0.3 million from the increase in the total number of clinicians from organic hiring. In addition, occupancy costs consisting of center rent and utilities and other center operating expenses consisting of office supplies and insurance contributed to the increase of $1.6 million.

Center costs, excluding depreciation and amortization increased $76.2 million, or 14%, to $632.5 million for the nine months ended September 30, 2024 from $556.3 million for the nine months ended September 30, 2023. This was primarily due to a $73.2 million increase in center-based compensation due to the increase in patient visits of 0.8 million from the increase in the total number of clinicians from organic hiring. In addition, occupancy costs consisting of center rent and utilities and other center operating expenses consisting of office supplies and insurance contributed to the increase of $3.0 million.

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 decreased $45.6 million, or 35%, to $85.3 million for the three months ended September 30, 2024 from $130.9 million for the three months ended September 30, 2023. This was primarily due to a decrease of $41.6 million in other operating expenses as a result of professional fees and legal expenses preceding the settlement of our shareholder class action lawsuit during the third quarter of 2023 with no similar expense in the third quarter of 2024. In addition, there was a decrease of $6.6 million in stock-based compensation, which was slightly offset by an increase in salaries, wages and employee benefits of $3.8 million. Further, the decrease is also partially attributable to a decrease of $0.7 million in third-party consulting costs and one-time costs associated with our strategic initiatives related to the multi-phase system upgrade in connection with our recent and significant expansion and a decrease of $0.5 million in occupancy costs.

General and administrative expenses decreased $48.0 million, or 15%, to $269.4 million for the nine months ended September 30, 2024 from $317.4 million for the nine months ended September 30, 2023. This was primarily due to a decrease of $43.1 million as a result of professional fees and legal expenses preceding the settlement of our shareholder class action lawsuit during the third quarter of 2023 with no similar expense in the third quarter of 2024. In addition, there was a decrease of $18.4 million in stock-based compensation expense primarily relating to the RSUs granted at the time of our IPO without a similar expense in 2024, which was offset by an increase in salaries, wages and employee benefits of $18.8 million. Further, there was a decrease in third-party consulting costs and one-time costs associated with our strategic initiatives of $2.0 million related to the multi-phase system upgrade in connection with our recent and significant expansion and a decrease of $3.3 million in occupancy costs.

We expect our general and administrative expenses to increase in the foreseeable future due to our planned investments to support company growth.

Depreciation and amortization

Depreciation and amortization expense decreased $4.5 million to $15.1 million for the three months ended September 30, 2024 from $19.6 million for the three months ended September 30, 2023. This was primarily due to the amortization of intangibles and depreciation during the periods.

Depreciation and amortization expense decreased $1.9 million to $56.3 million for the nine months ended September 30, 2024 from $58.2 million for the nine months ended September 30, 2023. This was primarily due to the amortization of intangibles and depreciation during the periods.

Other Expense

Interest Expense, net

Interest expense, net decreased $0.1 million to $5.4 million for the three months ended September 30, 2024 from $5.5 million for the three months ended September 30, 2023. This decrease was primarily due to lower interest rates on borrowings outstanding during the period.

Interest expense, net increased $1.4 million to $17.1 million for the nine months ended September 30, 2024 from $15.7 million for the nine months ended September 30, 2023. This increase was primarily due to higher borrowings outstanding during the period.

Income Tax (Provision) Benefit

Income tax (provision) benefit decreased $17.0 million to a provision of $0.6 million for the three months ended September 30, 2024 from a benefit of $16.4 million for the three months ended September 30, 2023 primarily due to taxable loss and non-deductible equity awards for the three months ended September 30, 2024.

Income tax (provision) benefit decreased $28.6 million to a provision of $1.6 million for the nine months ended September 30, 2024 from a benefit of $27.0 million for the nine months ended September 30, 2023 primarily due to taxable loss and non-deductible equity awards for the nine months ended September 30, 2024.

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, as amended, 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 $102.6 million and $78.8 million as of September 30, 2024 and December 31, 2023, respectively.

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, 2024 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 and lease obligations. 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 and lease payment obligations. As of September 30, 2024 and December 31, 2023, there was an aggregate principal amount of $287.3 million and $289.5 million outstanding under the 2022 Credit Agreement, respectively. As of September 30, 2024, our non-cancellable future minimum operating lease payments totaled $243.8 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 3.75% 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 2.75%. 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, 2024, 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,
	2024			2023
(in thousands)
Net cash provided by (used in) operating activities	$	44,944		$	(33,679	)
Net cash used in investing activities		(15,265	)		(48,926	)
Net cash (used in) provided by financing activities		(5,888	)		16,589
Net increase (decrease) in cash and cash equivalents	$	23,791		$	(66,016	)
Cash and cash equivalents, beginning of period		78,824			108,621
Cash and cash equivalents, end of period	$	102,615		$	42,605

Cash Flows Provided By (Used In) Operating Activities

During the nine months ended September 30, 2024, operating activities provided $44.9 million of cash, primarily impacted by our $50.3 million net loss and $146.0 million in non-cash charges. This was partially offset by changes in our operating assets and liabilities of $50.8 million. 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.

Cash Flows Used In Investing Activities

During the nine months ended September 30, 2024, investing activities used $15.3 million of cash resulting from our purchases of property and equipment. During the nine months ended September 30, 2023, investing activities used $48.9 million of cash, primarily resulting from our business acquisitions of $19.8 million and purchases of property and equipment of $29.1 million.

Cash Flows (Used In) Provided By Financing Activities

During the nine months ended September 30, 2024, financing activities used $5.9 million of cash, resulting primarily from payments of loan obligations of $2.2 million and payments of contingent consideration of $3.7 million. 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.

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, 2024. 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, 2023. 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.

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, 2024, we had an aggregate principal amount of $287.3 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, 2024 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, 2023, 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, 2024. 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 effective 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.

Actions Taken During the Quarter Ended September 30, 2024

The following remediation efforts were completed during the quarter ended September 30, 2024:

•

We have added a Manager of Stock Administration to our human resources function to oversee our equity awards and stock-based compensation;

•

We have designed and implemented new stock administration controls and enhanced existing stock administration controls to specifically address the accuracy and completeness of awards granted to certain employees or other service providers;

•

We have enhanced controls related to cash management to achieve complete, accurate and timely financial accounting, reporting and disclosures; and

•

We have designed and implemented new controls for related party transactions and enhanced controls related to related party transactions to achieve complete, accurate and timely identification of related party transactions, reporting and disclosures.

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, we are continuing to enhance our overall control environment and are devoting substantial effort by enhancing our manual or automated controls to remediate the identified material weakness. For a more comprehensive discussion of the remedial measures which are being undertaken to address these material weaknesses, or the Remediation Plan, refer to Part II, Item 9A, “Remediation of Material Weaknesses,” of our Annual Report on Form 10-K for the year ended December 31, 2023.

Status of Remediation Efforts

We believe the measures described above will remediate the control deficiencies for the specific areas we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, or in appropriate circumstances not complete, certain of the remediation measures described above. These material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, 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 "Actions Taken During the Quarter Ended September 30, 2024" 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, 2024 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, 2023.

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, 2024, one 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).

Robert Bessler, Director

On August 28, 2024, Robert Bessler, Director, entered into a Rule 10b5-1 trading plan that provides that Mr. Bessler, acting through a broker, may sell up to an aggregate of 1,500,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from November 15, 2024 to December 31, 2025. The plan is scheduled to terminate on December 31, 2025, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Bessler or the broker, or as otherwise provided in the plan.

In Item 5 of Part II of our Quarterly Report on Form 10-Q for the period ended March 31, 2024, we inadvertently omitted the disclosure of a new Rule 10b5-1 trading plan entered into by Kevin Mullins. The terms of this 10b5-1 trading plan are described below.

Kevin Mullins, Former Chief Development Officer

On March 14, 2024, Kevin Mullins, our former Chief Development Officer, entered into a Rule 10b5-1 trading plan that provided that Mr. Mullins, acting through a broker, could sell up to an aggregate of 1,500,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan were permitted to only occur from June 13, 2024 to November 29, 2024. The plan was scheduled to terminate on November 29, 2024, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Mullins or the broker, or as otherwise provided in the plan. The plan was terminated by Mr. Mullins on August 20, 2024, following his termination from the Company.

Item 6. Exhibits.


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

10.1*	Third Amendment to Credit Agreement, dated as August 7, 2024, among LifeStance Health Holdings, Lynnwood Intermediate Holdings, Inc., and Capital One, National Association					X
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

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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 7, 2024	By:	/s/ David Bourdon
		David Bourdon
		Chief Financial Officer and Treasurer (principal financial and accounting officer)