ライフスタンスヘルスグループの四半期報告

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024


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

For the transition period from to

Commission File Number: 001-40478

LifeStance Health Group, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	86-1832801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 N. Scottsdale Road Suite 2500 Scottsdale, Arizona	85251
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $0.01 per share

    LFST

    The Nasdaq Stock Market LLC

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 31, 2024, the registrant had 382,622,704 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations and Comprehensive Loss	3
	Consolidated Statements of Changes in Stockholders' Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		32

Cautionary Note Regarding Forward-Looking Statements

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

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions described in Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on February 28, 2024, including, among other things:

•

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

•

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

•

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

•

our ability to recruit new clinicians and retain existing clinicians;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

the other factors set forth under “Risk Factors.”

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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the quarterly period ended June 30, 2024

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)


	June 30, 2024			December 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$	86,969		$	78,824
Patient accounts receivable, net		167,220			125,405
Prepaid expenses and other current assets		23,559			21,502
Total current assets		277,748			225,731
NONCURRENT ASSETS
Property and equipment, net		175,941			188,222
Right-of-use assets		160,214			170,703
Intangible assets, net		200,058			221,072
Goodwill		1,293,346			1,293,346
Other noncurrent assets		12,044			10,895
Total noncurrent assets		1,841,603			1,884,238
Total assets	$	2,119,351		$	2,109,969
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	9,973		$	7,051
Accrued payroll expenses		122,578			102,478
Other accrued expenses		38,488			35,012
Contingent consideration		3,809			8,169
Operating lease liabilities, current		49,187			46,475
Other current liabilities		3,624			3,688
Total current liabilities		227,659			202,873
NONCURRENT LIABILITIES
Long-term debt, net		279,459			280,285
Operating lease liabilities, noncurrent		165,751			181,357
Deferred tax liability, net		15,884			15,572
Other noncurrent liabilities		571			952
Total noncurrent liabilities		461,665			478,166
Total liabilities	$	689,324		$	681,039
COMMITMENTS AND CONTINGENCIES (see Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock – par value $0.01 per share; 25,000 shares authorized as of June 30, 2024 and December 31, 2023; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023		—			—
Common stock – par value $0.01 per share; 800,000 shares authorized as of June 30, 2024 and December 31, 2023; 383,314 and 378,725 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		3,833			3,789
Additional paid-in capital		2,228,771			2,183,684
Accumulated other comprehensive income		2,643			2,303
Accumulated deficit		(805,220	)		(760,846	)
Total stockholders' equity		1,430,027			1,428,930
Total liabilities and stockholders’ equity	$	2,119,351		$	2,109,969

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

LIFESTANCE HEALTH GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(In thousands, except for Net Loss per Share)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
TOTAL REVENUE	$	312,331		$	259,578		$	612,768		$	512,167
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		214,525			186,607			420,236			369,594
General and administrative expenses		95,153			101,854			184,087			186,480
Depreciation and amortization		18,600			19,530			41,164			38,599
Total operating expenses	$	328,278		$	307,991		$	645,487		$	594,673
LOSS FROM OPERATIONS	$	(15,947	)	$	(48,413	)	$	(32,719	)	$	(82,506	)
OTHER EXPENSE
(Loss) gain on remeasurement of contingent consideration		(55	)		1,539			1,960			2,576
Transaction costs		(792	)		(3	)		(792	)		(89	)
Interest expense, net		(5,823	)		(5,119	)		(11,726	)		(10,211	)
Other expense		(4	)		(24	)		(78	)		(69	)
Total other expense	$	(6,674	)	$	(3,607	)	$	(10,636	)	$	(7,793	)
LOSS BEFORE INCOME TAXES		(22,621	)		(52,020	)		(43,355	)		(90,299	)
INCOME TAX (PROVISION) BENEFIT		(656	)		6,542			(1,019	)		10,579
NET LOSS	$	(23,277	)	$	(45,478	)	$	(44,374	)	$	(79,720	)
NET LOSS PER SHARE, BASIC AND DILUTED		(0.06	)		(0.13	)		(0.12	)		(0.22	)
Weighted-average shares used to compute basic and diluted net loss per share		379,427			363,161			377,880			362,039

NET LOSS	$	(23,277	)	$	(45,478	)	$	(44,374	)	$	(79,720	)
OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized (losses) gains on cash flow hedge, net of tax		(243	)		2,147			340			877
COMPREHENSIVE LOSS	$	(23,520	)	$	(43,331	)	$	(44,034	)	$	(78,843	)

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 March 31, 2024		382,105		$	3,821		$	2,204,233		$	2,886		$	(781,943	)	$	1,428,997
Net loss		—			—			—			—			(23,277	)		(23,277	)
Issuance of common stock upon vesting of restricted stock units		1,376			14			(14	)		—			—			—
Forfeitures		(167	)		(2	)		2			—			—			—
Other comprehensive loss		—			—			—			(243	)		—			(243	)
Stock-based compensation expense		—			—			24,550			—			—			24,550
Balances at June 30, 2024		383,314		$	3,833		$	2,228,771		$	2,643		$	(805,220	)	$	1,430,027


	Common Stock						Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount			Capital			Income		Deficit			Equity
Balances at March 31, 2023		376,537		$	3,767		$	2,108,184		$	2,004	$	(608,826	)	$	1,505,129
Net loss		—			—			—			—		(45,478	)		(45,478	)
Issuance of common stock upon vesting of restricted stock units		2,295			23			(23	)		—		—			—
Forfeitures		(827	)		(8	)		(26	)		—		—			(34	)
Other comprehensive income		—			—			—			2,147		—			2,147
Stock-based compensation expense		—			—			33,112			—		—			33,112
Balances at June 30, 2023		378,005		$	3,782		$	2,141,247		$	4,151	$	(654,304	)	$	1,494,876

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		—			—			—			—		(44,374	)		(44,374	)
Issuance of common stock upon vesting of restricted stock units		7,063			70			(70	)		—		—			—
Forfeitures		(2,474	)		(26	)		26			—		—			—
Other comprehensive income		—			—			—			340		—			340
Stock-based compensation expense		—			—			45,131			—		—			45,131
Balances at June 30, 2024		383,314		$	3,833		$	2,228,771		$	2,643	$	(805,220	)	$	1,430,027


	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		—			—			—			—		(79,720	)		(79,720	)
Adoption of ASU 2016-13		—			—			—			—		(1,948	)		(1,948	)
Issuance of common stock upon vesting of restricted stock units		4,006			40			(40	)		—		—			—
Forfeitures		(1,965	)		(19	)		(3,380	)		—		—			(3,399	)
Other comprehensive income		—			—			—			877		—			877
Stock-based compensation expense		—			—			60,343			—		—			60,343
Balances at June 30, 2023		378,005		$	3,782		$	2,141,247		$	4,151	$	(654,304	)	$	1,494,876

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)


	Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(44,374	)	$	(79,720	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		41,164			38,599
Non-cash operating lease costs		19,476			20,263
Stock-based compensation		45,131			56,944
Amortization of discount and debt issue costs		844			1,076
Gain on remeasurement of contingent consideration		(1,960	)		(2,576	)
Other, net		191			2,708
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net		(41,815	)		(20,558	)
Prepaid expenses and other current assets		(2,762	)		(15,176	)
Accounts payable		3,208			(5,395	)
Accrued payroll expenses		20,100			5,158
Operating lease liabilities		(22,082	)		(16,929	)
Other accrued expenses		5,101			7,282
Net cash provided by (used in) operating activities	$	22,222		$	(8,324	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(10,214	)		(19,310	)
Acquisitions of businesses, net of cash acquired		—			(19,820	)
Net cash used in investing activities	$	(10,214	)	$	(39,130	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		—			25,000
Payments of debt issue costs		—			(188	)
Payments of long-term debt		(1,463	)		(1,173	)
Payments of contingent consideration		(2,400	)		(5,201	)
Net cash (used in) provided by financing activities	$	(3,863	)	$	18,438
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,145			(29,016	)
Cash and Cash Equivalents - Beginning of period		78,824			108,621
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	86,969		$	79,605
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net	$	12,626		$	9,830
Cash paid for taxes, net of refunds	$	(154	)	$	313
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	$	1,726		$	6,238

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 six months ended June 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 June 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 June 30,										Six Months Ended June 30,
	2024					2023					2024					2023
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	283,913		91	%	$	235,896		91	%	$	557,679		91	%	$	464,815		91	%
Government		14,634		5	%		10,999		4	%		28,166		5	%		21,950		4	%
Self-pay		11,291		3	%		10,384		4	%		21,612		3	%		20,131		4	%
Total patient service revenue		309,838		99	%		257,279		99	%		607,457		99	%		506,896		99	%
Nonpatient service revenue		2,493		1	%		2,299		1	%		5,311		1	%		5,271		1	%
Total	$	312,331		100	%	$	259,578		100	%	$	612,768		100	%	$	512,167		100	%

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Payor A		17	%		19	%		17	%		19	%
Payor B		16	%		13	%		15	%		13	%

NOTE 4 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:


	June 30, 2024			December 31, 2023
Leasehold improvements	$	171,607		$	170,212
Computers and peripherals		27,324			27,302
Internal-use software		8,096			7,197
Furniture, fixtures and equipment		43,198			42,316
Medical equipment		842			842
Construction in process		6,472			9,037
Total	$	257,539		$	256,906
Less: Accumulated depreciation		(81,598	)		(68,684	)
Total property and equipment, net	$	175,941		$	188,222

Depreciation expense consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	10,129	$	9,354	$	20,150	$	18,250

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease costs	$	13,732	$	14,264	$	27,414	$	28,572

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:


	June 30, 2024			December 31, 2023
Weighted-average remaining lease term (in years)		4.3			4.6
Weighted-average discount rate		7.33	%		7.11	%

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


	Six Months Ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	32,178	$	30,995
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	9,177	$	14,554

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


Year Ended December 31,	Amount
Remainder of 2024	$	30,349
2025		64,448
2026		57,174
2027		43,502
2028		30,942
Thereafter		26,122
Total lease payments	$	252,537
Less: imputed interest		(37,599	)
Total lease liabilities	$	214,938

Related party lease transactions were not material as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 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 and six months ended June 30, 2023, the Company recorded $3,720 of office space reductions, including primarily of $2,339 of right-of-use asset impairment and $300 of property and equipment disposal and impairment costs. 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 June 30, 2024.

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill was $1,293,346 as of June 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:


June 30, 2024	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(33,217	)	$	3,477		4.0
LifeStance trade names		235,500		(43,256	)		192,244		22.5
Non-competition agreements		94,535		(90,198	)		4,337		4.2
Total intangible assets	$	366,729	$	(166,671	)	$	200,058


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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization expense	$	8,471	$	10,176	$	21,014	$	20,349

NOTE 7 BUSINESS COMBINATIONS

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


	Six Months Ended
	June 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:


	Six Months Ended
Allocation of Purchase Price	June 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:


	Six Months Ended
	June 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:


	Six Months Ended
Contingent consideration	June 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 June 30, 2024 and December 31, 2023.


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

As of June 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 June 30, 2024, the notional value was $185,693. 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 six months ended June 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	June 30, 2024		December 31, 2023
Interest rate swap	Other noncurrent assets	$	3,584	$	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:


	June 30, 2024			December 31, 2023
Assets Measured at Fair Value
Money market funds	$	70,000		$	64,766
Level 1	$	70,000		$	64,766
Interest rate swap asset	$	3,584		$	2,931
Level 2	$	3,584		$	2,931
Total assets measured at fair value	$	73,584		$	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		(2,400	)		(7,668	)
Gain on remeasurement		(1,960	)		(3,972	)
Ending balance		3,809			8,169
Level 3	$	3,809		$	8,169
Total liabilities measured at fair value	$	3,809		$	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 are scheduled to terminate on the earlier of the date on which the commitment has been reduced to zero or 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 4.50% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus 1.00%) plus an applicable margin of 3.50%. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027.

The 2022 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at June 30, 2024 and December 31, 2023.

Long-term debt consists of the following:


	June 30, 2024			December 31, 2023
Term loans	$	196,500		$	197,500
Delayed Draw term loans		91,531			91,994
Total long-term debt		288,031			289,494
Less: Current portion of long-term debt		(2,925	)		(2,925	)
Less: Unamortized discount and debt issue costs (1)		(5,647	)		(6,284	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	279,459		$	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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest expense, net	$	5,823	$	5,119	$	11,726	$	10,211

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


Year Ended December 31,	Amount
Remainder of 2024	$	1,463
2025		2,925
2026		2,925
2027		2,925
2028		277,793
Total	$	288,031

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 June 30, 2024 and December 31, 2023 was $305,968 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 June 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 six months ended June 30, 2024:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2023		5,479		$	11.98
Vested		(13	)		11.98
Forfeited		(2,474	)		11.98
Unvested, June 30, 2024		2,992		$	11.98

Restricted Stock Units ("RSU")

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


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2023		23,378		$	7.24
Granted		13,176			6.96
Vested		(7,063	)		8.42
Canceled and forfeited		(3,517	)		7.22
Outstanding, June 30, 2024		25,974		$	6.78

Stock Options

The following is a summary of stock option activity as of and for the six months ended June 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, June 30, 2024		13,476	$	7.42		6.93	$	—
Exercisable at June 30, 2024		1,123	$	7.42		6.96	$	—
Vested or expected to vest at June 30, 2024		13,476	$	7.42		6.93	$	—

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	24,550	$	33,078	$	45,131	$	56,944

As of June 30, 2024, the Company had $160,338 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 1.8 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 June 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 June 30,					Six Months Ended June 30,
	2024		2023			2024		2023
Provision (benefit) for income taxes	$	656	$	(6,542	)	$	1,019	$	(10,579	)

The effective tax rates are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Effective tax rate		(2.9	)%		12.6	%		(2.3	)%		11.7	%

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

NOTE 12 COMMITMENTS AND CONTINGENCIES

Professional Liability Insurance

The medical malpractice insurance coverage is subject to a $3,000 per claim limit and an annual aggregate shared limit of $8,000. Should the claims-made policy not be renewed or replaced with equivalent insurance, claims based on occurrences during its term, but reported subsequently, would be uninsured. The Company is not aware of any unasserted claims, unreported incidents, or claims outstanding that are expected to exceed malpractice insurance coverage limits as of June 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 June 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 June 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss available to common stockholders'	$	(23,277	)	$	(45,478	)	$	(44,374	)	$	(79,720	)
Weighted-average shares used to compute basic and diluted net loss per share		379,427			363,161			377,880			362,039
Net loss per share, basic and diluted	$	(0.06	)	$	(0.13	)	$	(0.12	)	$	(0.22	)

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 six months ended June 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 June 30,
	2024		2023
RSAs		2,992		5,736
RSUs		25,974		25,809
Stock options		13,476		13,476
		42,442		45,021

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 6,984 licensed mental health clinicians as of June 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 June 30, 2024, we employed 6,984 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 6,984 clinicians employed through our subsidiaries and supported practices, as of June 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 3.9 million visits in the three and six months ended June 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 loss from operations. We believe this metric best reflects the economics of our model as it includes all direct expenses associated with our patients’ care. We seek to grow our Center Margin through a combination of (i) growing revenue through clinician hiring and retention, patient growth and engagement, hybrid virtual and in-person care, existing office expansion, and in-network reimbursement levels, and (ii) leveraging on our fixed cost base at each center. For acquired centers, we also seek to realize operational, technology and reimbursement synergies to drive Center Margin growth.

Investments in Growth

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

Key Metrics and Non-GAAP Financial Measures

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
(in thousands)
Total revenue	$	312,331		$	259,578		$	612,768		$	512,167
Revenue growth		20	%		24	%		20	%		24	%
Loss from operations		(15,947	)		(48,413	)		(32,719	)		(82,506	)
Center Margin		97,806			72,971			192,532			142,573
Net loss		(23,277	)		(45,478	)		(44,374	)		(79,720	)
Adjusted EBITDA		28,605			14,065			56,256			24,169

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

Center Margin

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

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

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
(in thousands)
Loss from operations	$	(15,947	)	$	(48,413	)	$	(32,719	)	$	(82,506	)
Adjusted for:
Depreciation and amortization		18,600			19,530			41,164			38,599
General and administrative expenses (1)		95,153			101,854			184,087			186,480
Center Margin	$	97,806		$	72,971		$	192,532		$	142,573

(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), loss (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 six months ended June 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
(in thousands)
Net loss	$	(23,277	)	$	(45,478	)	$	(44,374	)	$	(79,720	)
Adjusted for:
Interest expense, net		5,823			5,119			11,726			10,211
Depreciation and amortization		18,600			19,530			41,164			38,599
Income tax provision (benefit)		656			(6,542	)		1,019			(10,579	)
Loss (gain) on remeasurement of contingent consideration		55			(1,539	)		(1,960	)		(2,576	)
Stock-based compensation expense		24,550			33,078			45,131			56,944
Loss on disposal of assets		4			24			78			69
Transaction costs (1)		792			3			792			89
Executive transition costs		560			362			591			522
Litigation costs (2)		292			3,446			829			3,849
Strategic initiatives (3)		407			2,045			1,158			2,452
Real estate optimization and restructuring charges (4)		(103	)		3,720			(250	)		3,720
Amortization of cloud-based software implementation costs (5)		169			—			180			—
Other expenses (6)		77			297			172			589
Adjusted EBITDA	$	28,605		$	14,065		$	56,256		$	24,169

(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 six months ended June 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 six months ended June 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 six months ended June 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 six months ended June 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 three and six months ended June 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
(in thousands)
Acquired center integration (1)	$	—	$	210	$	95	$	319
Former owner fees (2)		—		46		—		84
Other (3)		77		41		77		186
Total	$	77	$	297	$	172	$	589

(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 six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
(in thousands)
TOTAL REVENUE	$	312,331		$	259,578		$	612,768		$	512,167
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		214,525			186,607			420,236			369,594
General and administrative expenses		95,153			101,854			184,087			186,480
Depreciation and amortization		18,600			19,530			41,164			38,599
Total operating expenses	$	328,278		$	307,991		$	645,487		$	594,673
LOSS FROM OPERATIONS	$	(15,947	)	$	(48,413	)	$	(32,719	)	$	(82,506	)
OTHER EXPENSE
(Loss) gain on remeasurement of contingent consideration		(55	)		1,539			1,960			2,576
Transaction costs		(792	)		(3	)		(792	)		(89	)
Interest expense, net		(5,823	)		(5,119	)		(11,726	)		(10,211	)
Other expense		(4	)		(24	)		(78	)		(69	)
Total other expense	$	(6,674	)	$	(3,607	)	$	(10,636	)	$	(7,793	)
LOSS BEFORE INCOME TAXES		(22,621	)		(52,020	)		(43,355	)		(90,299	)
INCOME TAX (PROVISION) BENEFIT		(656	)		6,542			(1,019	)		10,579
NET LOSS	$	(23,277	)	$	(45,478	)	$	(44,374	)	$	(79,720	)

Total Revenue

Total revenue increased $52.7 million, or 20%, to $312.3 million for the three months ended June 30, 2024 from $259.6 million for the three months ended June 30, 2023. This was primarily due to an increase of $52.5 million of patient service revenue and an increase of $0.2 million of nonpatient revenue. The increase in patient service revenue was mainly due to a net increase of 852 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 $100.6 million, or 20%, to $612.8 million for the six months ended June 30, 2024 from $512.2 million for the six months ended June 30, 2023. This was primarily due to an increase of $100.6 million of patient service revenue. The increase in patient service revenue was mainly due to a net increase of 852 in total clinicians from organic hiring, resulting in an increase in patient visits of 0.5 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 $27.9 million, or 15%, to $214.5 million for the three months ended June 30, 2024 from $186.6 million for the three months ended June 30, 2023. This was primarily due to a $26.9 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 $1.0 million.

Center costs, excluding depreciation and amortization increased $50.6 million, or 14%, to $420.2 million for the six months ended June 30, 2024 from $369.6 million for the six months ended June 30, 2023. This was primarily due to a $49.2 million increase in center-based compensation due to the increase in patient visits of 0.5 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 $1.4 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 $6.7 million, or 7%, to $95.2 million for the three months ended June 30, 2024 from $101.9 million for the three months ended June 30, 2023. This was primarily due to a decrease of $8.5 million in stock-based compensation expense primarily relating to the RSUs granted at the time of our initial public offering ("IPO") without a similar expense in 2024, which was slightly offset by an increase in salaries, wages and employee benefits of $7.2 million. The decrease is also partially attributable to a decrease of $1.6 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 $3.1 million in occupancy costs. The remainder of the decrease is due to a decrease of $0.7 million in other operating expenses as a result of lower professional fees and legal expenses incurred during the period.

General and administrative expenses decreased $2.4 million, or 1%, to $184.1 million for the six months ended June 30, 2024 from $186.5 million for the six months ended June 30, 2023. This was primarily due to a decrease of $11.8 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 $15.1 million. Other operating expenses decreased $1.5 million as a result of lower professional fees and legal expenses incurred during the period and occupancy costs decreased $2.9 million. Further, there was a decrease in third-party consulting costs and one-time costs associated with our strategic initiatives of $1.3 million related to the multi-phase system upgrade in connection with our recent and significant expansion.

Depreciation and amortization

Depreciation and amortization expense decreased $0.9 million to $18.6 million for the three months ended June 30, 2024 from $19.5 million for the three months ended June 30, 2023. This was primarily due to the amortization of intangibles and depreciation during the periods.

Depreciation and amortization expense increased $2.6 million to $41.2 million for the six months ended June 30, 2024 from $38.6 million for the six months ended June 30, 2023. This was primarily due to the amortization of intangibles and depreciation during the periods.

Other Expense

Interest Expense, net

Interest expense increased $0.7 million to $5.8 million for the three months ended June 30, 2024 from $5.1 million for the three months ended June 30, 2023. This increase was primarily due to higher borrowings outstanding during the period.

Interest expense increased $1.5 million to $11.7 million for the six months ended June 30, 2024 from $10.2 million for the six months ended June 30, 2023. This increase was primarily due to higher borrowings outstanding during the period.

Income Tax (Provision) Benefit

Income tax provision decreased $7.2 million to $0.7 million for the three months ended June 30, 2024 from a $6.5 million benefit for the three months ended June 30, 2023 primarily due to non-deductible equity awards for the three months ended June 30, 2024.

Income tax provision decreased $11.6 million to $1.0 million for the six months ended June 30, 2024 from a $10.6 million benefit for the six months ended June 30, 2023 primarily due to taxable loss and non-deductible equity awards for the six months ended June 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 $87.0 million and $78.8 million as of June 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 June 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 June 30, 2024 and December 31, 2023, there was an aggregate principal amount of $288.0 million and $289.5 million outstanding under the 2022 Credit Agreement, respectively. As of June 30, 2024, our non-cancellable future minimum operating lease payments totaled $252.5 million.

Debt

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

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

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


	Six Months Ended June 30,
	2024			2023
(in thousands)
Net cash provided by (used in) operating activities	$	22,222		$	(8,324	)
Net cash used in investing activities		(10,214	)		(39,130	)
Net cash (used in) provided by financing activities		(3,863	)		18,438
Net increase (decrease) in cash and cash equivalents	$	8,145		$	(29,016	)
Cash and cash equivalents, beginning of period		78,824			108,621
Cash and cash equivalents, end of period	$	86,969		$	79,605

Cash Flows Provided By (Used In) Operating Activities

During the six months ended June 30, 2024, operating activities provided $22.2 million of cash, primarily impacted by our $44.4 million net loss and $104.8 million in non-cash charges. This was partially offset by changes in our operating assets and liabilities of $38.2 million. During the six months ended June 30, 2023, operating activities used $8.3 million of cash, primarily impacted by our $79.7 million net loss and $117.0 million in non-cash charges. This was partially offset by changes in our operating assets and liabilities of $45.6 million.

Cash Flows Used In Investing Activities

During the six months ended June 30, 2024, investing activities used $10.2 million of cash resulting from our purchases of property and equipment. During the six months ended June 30, 2023, investing activities used $39.1 million of cash, primarily resulting from our business acquisitions of $19.8 million and purchases of property and equipment of $19.3 million.

Cash Flows (Used In) Provided By Financing Activities

During the six months ended June 30, 2024, financing activities used $3.9 million of cash, resulting primarily from payments of loan obligations of $1.5 million and payments of contingent consideration of $2.4 million. During the six months ended June 30, 2023, financing activities provided $18.4 million of cash, resulting primarily from borrowings of $25.0 million under the 2022 Credit Agreement, partially offset by payments of loan obligations of $1.2 million, payments of debt issue costs of $0.2 million and payments of contingent consideration of $5.2 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 June 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 June 30, 2024, we had an aggregate principal amount of $288.0 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 June 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 June 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.

Remediation Plan for Material Weaknesses

We are in the process of designing and implementing measures designed to improve our internal control over financial reporting and remediate the control deficiencies which led to the material weaknesses. As of June 30, 2024, our remediation measures are ongoing and include the following:

•

hired a new head of Internal Audit with extensive Sarbanes-Oxley Act experience;

•

engaged with external consultants with healthcare and IT expertise to assist with enhancing our internal control environment design and development;

•

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

•

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

•

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

•

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

•

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

•

development and implementation of controls related to computer operations surrounding critical batch jobs and data backups; and

•

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

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

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

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. 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 June 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 June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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 Danish Qureshi. The terms of this 10b5-1 trading plan are described below.

Danish Qureshi, Former President and Chief Operating Officer

On March 15, 2024, Danish Qureshi, our former President and Chief Operating Officer, entered into a Rule 10b5-1 trading plan that provides that Mr. Qureshi, acting through a broker, may sell up to an aggregate of 9,000,000 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 June 14, 2024 to June 30, 2025. The plan is scheduled to terminate on June 30, 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. Qureshi or the broker, or as otherwise provided in the plan.

Item 6. Exhibits.


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

10.1*	Second Amendment to Credit Agreement, dated as May 10, 2024, among LifeStance Health Holdings, Lynnwood Intermediate Holdings, Inc., and Capital One, National Association					X
10.2*+	Separation and Release of Claims Agreement, dated as of June 30, 2024, between LifeStance Health Group, Inc. and Danish Qureshi					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: August 8, 2024	By:	/s/ David Bourdon
		David Bourdon
		Chief Financial Officer and Treasurer (principal financial and accounting officer)

EX-10.1 2 lfst-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 10, 2024, by and among LIFESTANCE HEALTH HOLDINGS, INC., a Delaware corporation (the “Borrower”) and the Lenders party hereto.

WHEREAS, reference is made to that certain Credit Agreement dated as of May 4, 2022 (as amended by that certain First Amendment to Credit Agreement dated as of November 7, 2023 and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, LYNNWOOD INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), Capital One, National Association (“Capital One”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as revolver agent (in such capacity, including any successor thereto, the “Revolver Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, Unitranche Loan Transaction II, LLC (“ULTra”) and each other lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”);

WHEREAS, the Borrower has requested, and the Lenders party hereto have agreed, to amend certain provisions of the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.

Defined Terms; References. Unless otherwise specifically defined herein, each term used herein (including, without limitation, in the preamble and recitals hereto) which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”). Each reference to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference to the Credit Agreement contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. This Amendment is a “Loan Document” as defined under the Credit Agreement.

Section 2.

Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended as set forth below:

(a)

Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Delayed Draw Term Loan Commitment Expiration Date” in its entirety and replacing the below therefore:

“Delayed Draw Term Loan Commitment Expiration Date” means the earlier of (i) the date on which the Closing Date Delayed Draw Term Loan Facility has been reduced to zero and (ii) August 14, 2024.

Section 3.

Representations and Warranties. The Borrower represents and warrants to each Required Facility Lender as follows:

(a)

each of the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(b)

this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing;

(c)

the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not (I) contravene the terms of the Borrower’s Organizational Documents, (II) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of the Borrower (other than as permitted by Section 7.01 of the Credit Agreement) under, (i) any Contractual Obligation evidencing Indebtedness having an aggregate principal amount in excess of the Threshold Amount to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, or (III) violate any applicable Law, except with respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding clause (II) or (III), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(d)

as of the date hereof, no Event of Default has occurred or is continuing; and

(e)

as of the Second Amendment Effective Date, none of the written information and written data heretofore or contemporaneously furnished in writing by or on behalf of the Borrower or any Subsidiary Guarantor to any Agent or any Lender on or prior to the Second Amendment Effective Date, in connection with the Amendment, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such written information and written data taken as a whole, in the light of the circumstances under which it was delivered, not materially misleading (after giving effect to all modifications and supplements to such written information and written data, in each case, furnished after the date on which such written information or such written data was originally delivered and prior to the Second Amendment Effective Date); it being understood that for purposes of this Section 3(e), such written information and written data shall not include any projections, pro forma financial information, financial estimates, forecasts and forward-looking information or information of a general economic or general industry nature.

Section 4.

Conditions. The effectiveness of this Amendment is subject only to the satisfaction (or waiver by the Required Facility Lenders) of the following conditions precedent (the date on which such conditions have been satisfied (or waived by the Required Facility Lenders), the “Second Amendment Effective Date”):

(a)

counterparts of this Amendment shall have been executed and delivered by the Borrower, the Lenders party hereto (constituting the Required Facility Lenders), and acknowledged by the Administrative Agent;

(b)

each of the representations and warranties of the Borrower set forth herein shall be true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of such date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and no Event of Default shall have occurred and be continuing.

(c)

Section 5.

Indemnity. Section 10.05 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 6.

Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that the Borrower may not assign or transfer any of its rights or obligations under this Amendment without the prior written consent of the Administrative Agent and each Lender (except as permitted by Section 7.03 of the Credit Agreement).

Section 7.

Counterparts; Electronic Execution. This Amendment may be executed in one or more counterparts (any by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 8.

Severability, Captions; Independence of Provisions. The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder. The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.

Section 9.

Governing Law and Jurisdiction. Section 10.16 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 10.

Waiver of Right to Trial by Jury. Section 10.17 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 11.

Reaffirmation. The Borrower as debtor, grantor, pledgor, assignor, or in any other similar capacity in which the Borrower grants liens or security interests in its property or otherwise acts as accommodation party, as the case may be, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto), (b) acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Administrative Agent or the Lenders with regard to the Obligations and hereby releases and waives any such claims or causes of action that it may have, and (c) to the extent the Borrower granted liens on or security interests in any of its property pursuant to any such Loan Document as security for the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. The Borrower hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed, in each case, as amended hereby. The Borrower hereby acknowledges and agrees that this Amendment shall constitute a Loan Document.

The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


BORROWER:

LIFESTANCE HEALTH HOLDINGS, INC., as the Borrower

By:	/s/ Warren Gouk
Name:	Warren Gouk
Title:	Chief Administrative Officer

[Signature Page to Second Amendment to Credit Agreement (LifeStance)]


LENDERS:

UNITRANCHE LOAN TRANSACTION II, LLC, as a Required Facility Lender

By: Capital One, National Association, as Manager

By:	/s/ Earl F. Smith III
Name:	Earl F. Smith III
Title:	Duly Authorized Signatory

By: HPS Investment Partners, LLC, as Manager

By:	/s/ Aman Malik
Name:	Aman Malik
Title:	Managing Director

[Signature Page to Second Amendment to Credit Agreement (LifeStance)]


ACKNOWLEDGED AND AGREED:

CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent

By:	/s/ Chris Warash
Name:	Chris Warash
Title:	Authorized Signatory

[Signature Page to Second Amendment to Credit Agreement (LifeStance)]

EX-10.2 3 lfst-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

This Separation and Release of Claims Agreement (this “Agreement”) is entered into by LifeStance Health Group, Inc. (“LifeStance”), LifeStance Health, Inc. (the “Company”, and collectively with LifeStance and its affiliates, the “Company Group”) and Danish Qureshi (“Employee”) on June 30th, 2024. For purposes of this Agreement, “affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise, and their respective officers, employees and directors.

RECITALS

A. Employee and the Company Group have agreed that Employee’s employment with the Company Group shall terminate effective at 5:00 p.m. PST on June 30th, 2024;

B. Employee and the Company Group desire to resolve all disputes that may exist between them, whether known or unknown, including, but not limited to, disputes relating to Employee’s employment relationship with the Company Group and the termination of that employment relationship. To that end, Employee and the Company Group agree as set forth below.

AGREEMENT

Termination Date and Final Compensation. Employee acknowledges that his employment with the Company Group will end effective at 5:00 p.m. PST on June 30th, 2024 (the actual date of Employee’s termination of employment, the “Termination Date”). Regardless of whether Employee signs this Agreement, the Company will, in accordance with applicable law, pay Employee the following (the “Final Compensation”): (i) Employee’s base salary for the final payroll period of Employee’s employment, through the Termination Date, and (ii) reimbursement for business expenses properly incurred by Employee but not yet paid to Employee as of the Termination Date, in accordance with the Company Group’s reimbursement procedures and practices in effect from time to time; provided, that Employee submits all expenses and supporting documentation required within ten (10) days of the Termination Date. Employee acknowledges and agrees that nothing contained in this Agreement shall give rise to a claim for “Good Reason” under the LifeStance Health Group, Inc. Severance and Change in Control Policy (as amended from time to time, the “Severance Policy”), the Amended and Restated Employment Agreement, by and between the Company and Employee, dated as of May 14, 2020 (the “Employment Agreement”) or any equity-related plan or agreement, or for any other purpose or otherwise entitle Employee to any benefits or payments not explicitly provided for herein.

Separation Consideration. In consideration of Employee entering into this Agreement and complying with Employee’s obligations under this Agreement and any other agreements with the Company Group (including the Continuing Obligations, as defined below), and subject to Employee not revoking this Agreement, the Company agrees to provide Employee with the separation pay and benefits described in this Section 2. Employee and the Company each acknowledge and agree that Employee’s right to the separation pay and benefits stated in this Section 2 of this Agreement is expressly conditioned upon Employee’s continued full performance of his obligations hereunder. If Employee materially violates any provision of this Agreement, then all payments made or benefits provided pursuant to Section 2 shall be immediately forfeited and/or subject to repayment to the Company.

The compensation and benefits provided under Section 2 of this Agreement are collectively referred to herein as the “Separation Consideration.”

Severance Pay. The Company will continue to pay Employee his base salary as in effect on the Termination Date for a period of eighteen (18) months following the Termination Date (in an aggregate amount equal to $525,000.06 (the “Severance Pay”)), payable in substantially equal installments on the Company’s regular payment dates in accordance with the Company’s regular payroll practices as in effect from time to time following the Termination Date, with the first payment commencing on the Company’s first payroll date following the effective date of this Agreement. For the sake of clarity the Severance Pay shall not be subject to mitigation or reduction except as specifically provided in this Agreement.

Equity Awards. Any equity awards held by Employee outstanding as of the Termination Date (collectively, the “Equity Awards”) shall be treated as follows:

Employee’s outstanding shares of performance-based restricted stock granted pursuant to the Partnership Interest Award Agreement dated June 8, 2020, as amended (the “RSA Agreement”), shall remain outstanding and eligible to vest for eighteen (18) months following the Termination Date in accordance with the vesting terms set forth in the RSA agreement, notwithstanding Employee’s termination of employment.

ii)

Employee’s outstanding restricted stock units (“RSUs”) granted pursuant to the Restricted Stock Unit Award Agreement dated June 9, 2021 (the “IPO RSU Agreement”) shall remain outstanding and eligible to vest on June 9, 2024 in accordance with the vesting terms set forth in the IPO RSU Agreement, notwithstanding Employee’s termination of employment.

iii)

Employee’s outstanding time-based RSUs and performance-based RSUs granted pursuant to the Time-Based Restricted Stock Unit Award Agreements or the Performance-Based Restricted Stock Unit Award Agreements dated April 25, 2022, March 6, 2023, and March 8, 2024, respectively (collectively, the “2022 – 2024 RSU/PSU Agreements”), shall remain outstanding and eligible to vest for eighteen (18) months following the Termination Date in accordance with the vesting terms set forth in the applicable 2022 – 2024 RSU/PSU Agreement, notwithstanding Employee’s termination of employment. Any shares underlying any RSUs or PSUs which vest in accordance with this subsection (iii) shall be delivered to Employee as provided for in the relevant 2022 – 2024 RSU/PSU Agreement.

iv)

Employee’s outstanding stock options granted pursuant to the Non-Statutory Stock Option Agreement dated September 7, 2022, as amended (the “Option Agreement”) shall remain outstanding and eligible to vest and become exercisable for eighteen (18) months following the Termination Date in accordance with the vesting terms set forth in the Option Agreement, notwithstanding Employee’s termination of employment.

Employee’s outstanding equity awards, including stock options, that do not vest in accordance with Sections 2(b)(i) – (iv) will remain outstanding for a period of twenty-four (24) months following the Termination Date and will be eligible for the treatment set forth in the Severance Policy or the applicable equity award agreement, as applicable, if a Change in Control (as defined in the Severance Policy or the applicable equity award agreement, as applicable) occurs within such twenty-four (24)-month period following the Termination Date.

For the sake of clarity, if the Company signs a letter of intent or purchase agreement, however titled (collectively, an “LOI”), which results in a Change of Control, provided such LOI was executed within the twenty-four (24) month period following the termination date, the execution of the LOI shall be deemed to satisfy the definition of a Change in Control for purposes of determining a Change of Control occurred during the 24 month period; provided, however, the vested equity shall not be delivered to the Employee unless and until the closing of the Change of Control to which the LOI relates and shall be forfeited in the event that the transaction constituting the Change of Control is abandoned or terminated. Upon the expiration of such twenty-four (24)-month period following the Termination Date, if a Change in Control has not occurred, Employee’s outstanding equity awards will automatically terminate and be forfeited with no consideration due to Employee. All stock options held by Employee that are vested as of the Termination Date or that become vested following the Termination Date in accordance with this Agreement will, notwithstanding any language to the contrary herein in Section 2(b)(iv) or in any governing agreement, remain exercisable for twenty-seven (27) months following the Termination Date (or until the stock option’s expiration date, if earlier) and, to the extent not exercised prior to the end of such twenty-seven (27)-month period, will thereupon immediately terminate.

No Further Compensation. The parties agree that the Final Compensation is in complete satisfaction of any and all compensation or benefits due to Employee from the Company Group, whether for services provided or otherwise, through the Termination Date, and that, except as expressly provided under this Agreement, no further compensation or benefits are owed or will be paid or provided to Employee.

Stock Transfer Restrictions. In consideration for the Separation Consideration and other good and valuable consideration, Employee agrees that the Stock Transfer Restriction Agreement dated June 9, 2021 by and among LifeStance, TPG VIII Lynnwood Holdings Aggregation, L.P., Employee, and certain other parties (the “Stock Transfer Agreement”) shall be amended, solely with respect to Employee, such that Section 2.2 of the Stock Transfer Agreement reads in its entirety as follows:

“Management Investors. Until the first anniversary of June 30th, 2024, no Management Investor shall Transfer a number of Shares exceeding the greater of: (i) that number of Shares the Transfer of which would result in the Relative Ownership Percentage of such Management Investor immediately following such Transfer being less than the Relative Ownership Percentage of the TPG Investor immediately following such Transfer; and (ii) twenty-five percent (25%) of the Vested Equity of such Management Investor at the time of Transfer, in any three-month period (for the avoidance of doubt, excluding any Excluded Transfers).”

General Release by Employee. In consideration of LifeStance and the Company entering into this Agreement and providing the Separation Consideration, Employee agrees as follows:

Employee acknowledges that the terms of this Agreement provide Employee rights that are greater than, and are in lieu of, those that might be available under any other agreements with the Company Group or under any the Company Group’s severance or separation pay plans and programs for which Employee is eligible (collectively the “Other Agreements and Programs”).

Employee acknowledges that Employee will not be entitled to, and does hereby waive, any rights under the Other Agreements and Programs, including, but not limited to any severance payments under the Employment Agreement and the Severance Policy (except as expressly set forth herein). Employee also acknowledges that this Agreement is intended to, and shall, supersede and replace any other compensation due to Employee now or in the future under the Other Agreements and Programs. The 280G provision contained in the Severance Policy is incorporated herein by reference.

In exchange for the Separation Consideration, Employee, on behalf of Employee and Employee’s affiliates, predecessors, successors, heirs, agents and assigns, hereby irrevocably and unconditionally releases, waives and forever discharges the Company Group and its affiliates, shareholders, predecessors, successors, assigns, representatives, officers, directors, agents, contractors, employees, and any other person or entity affiliated, connected or associated with or in any way related to the Company Group (collectively “Releasees”), from all legal, statutory, and equitable claims and from all causes of action, suits, obligations, liabilities, demands, complaints, damages, losses, debts, costs and expenses, known or unknown, suspected or not, which Employee may have or claim to have (regardless of whether Employee has asserted or is aware of the claim) through, or based on any set of facts in existence on, the date that Employee signs this Agreement, including those relating in any way to either Employee’s employment relationship or termination of employment relationship with the Company Group or any other matter. The parties intend that this release shall be broadly construed in favor of the Company Group and the Releasees.

This release includes all claims arising under any federal, state, county or local law prohibiting employment relationship discrimination on the basis of age, color, disability, ethnic or national origin, marital status, military status, race, religion, sex, sexual orientation, or other factor. The release specifically includes all claims under the federal Age Discrimination in Employment Act, as well as under the federal Family and Medical Leave Act, any applicable state Law Against Discrimination, and any applicable state Equal Pay Act(s), that arose or accrued before Employee signed this Agreement. The release also includes all claims arising under any other statute, tort, contract, promise, or representation, written or oral, including claims for wrongful or retaliatory termination, actual or punitive damages, compensation, commissions, bonuses, severance, vacation pay or other paid leave or time off, payments or other benefits under employee pension and welfare benefit plans, and attorneys’ fees and costs. The foregoing release does not apply to any claims arising under this Agreement.

The release does not waive any rights provided by this Agreement and to benefits that are fully accrued and vested. It also does not waive claims or rights that as a matter of law cannot be waived by this Agreement, including filing a charge with, testifying, or participating in an investigation conducted by certain government agencies. It does, however, waive any right to monetary recovery if any agency (such as the U.S. Equal Employment Opportunity Commission) pursues any claims on Employee’s behalf; provided, however, that Employee is not waiving any right to seek and receive a financial incentive award for any information Employee provides to a governmental agency or entity. Employee acknowledges and agrees that Employee has disclosed any potential non-compliance with laws or regulations that Employee is aware of as of the date hereof to the Company Group’s Chief Compliance Officer.

Notwithstanding the foregoing, Employee does not waive rights, if any, Employee may have to unemployment insurance benefits or workers’ compensation benefits. Nothing herein waives Employee’s rights under his outstanding equity awards as provided for hereunder or any right to indemnification and/or D&O coverage to the fullest extent of Company policies and/or procedures, including, without limitation, pursuant to Section 13 of the Employment Agreement. Nothing in this paragraph prohibits Employee from paying COBRA premiums to maintain Employee’s participation, if any, in the Company Group’s group health plan to the extent allowed by law and by the terms, conditions, and limitations of the health plan.

For the purpose of implementing a full and complete release and discharge of the Releasees, Employee expressly acknowledges that, except as provided herein, this Agreement is intended to include in its effect, without limitation, all claims that Employee did not know of or suspect to exist in Employee’s favor at the time of the execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would have materially affected the settlement of this matter, and that the consideration received from each other was also for the release of those claims and contemplates the extinguishment of any such claims.

Continuing Obligations. Employee acknowledges that Employee continues to be bound by his obligations under any employment or other agreement concerning confidentiality, non-competition, non-solicitation and/or assignment of rights to intellectual property by and between Employee and any member of the Company Group, including but not limited to those set forth in the Employment Agreement, that survive the termination of Employee’s employment by necessary implication or the terms thereof (the “Continuing Obligations”); provided, however, that Restricted Business and/or Competitor, as defined in the Employment Agreement and/or any Equity Awards Agreement for purposes of the Continuing Obligations shall be limited to any entity which derives more than five (5) percent of its revenue from behavioral health. Further, the hire or solicitation of any employee whose employment has been terminated by the Company shall not be a violation of any nonsolicitation provision contained in any Continuing Obligation.

Continued Protection of Confidential Information. Employee agrees that, other than in connection with the proper performance of Employee’s duties through the Termination Date, Employee will not at any time, directly or indirectly, without written authorization from the Company Group, make use of or disclose to any Person any business-related, proprietary, secret and/or confidential information, knowledge, trade secrets, or other confidential data relative to the business, products, services, practices, or patients or customers of the Company Group or its affiliates coming within Employee’s possession during Employee’s employment relationship with the Company Group. Such information includes, but is not limited to, trade secrets, salaries, financial information, patient information, marketing information, pricing, sales information, personal employee information, or any other information of a similar confidential, sensitive or competitive nature. As used herein, “Person” means an individual, corporation, partnership, limited liability company, or other form of business entity. Employee acknowledges that nothing in this Agreement shall alter or affect Employee’s continuing obligations under any non-disclosure agreement or non-competition agreement Employee executed during Employee’s employment relationship with the Company Group, other than as stated herein.

For the avoidance of doubt, nothing in this Agreement (x) limits, restricts or in any other way affects Employee’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity, including reporting any good faith allegation of unlawful employment practices or criminal conduct or participating in any related proceeding, or (y) prevents Employee from making any truthful statements or disclosures required by law, regulation or legal process, or from requesting or receiving confidential legal advice.

No Pending Proceeding. Employee represents and warrants that Employee has not filed any complaints, charges, or claims for relief against the Company Group or any other Releasee with any local, state or federal court or administrative agency that currently are outstanding. Employee agrees that if Employee has done so, Employee will forthwith dismiss all such complaints, charges and/or claims for relief with prejudice. Without limiting Employee’s rights under the last sentence of Section 7 above, Employee further agrees and covenants not to bring any complaints, charges or claims against the Company Group or any other Releasee with respect to any matters arising out of Employee’s employment relationship with the Company Group or the termination of that employment relationship by the Company Group. Employee further represents that Employee is not aware of any injury or disease that may have arisen out of Employee’s employment relationship with the Company Group for which a workers’ compensation claim or proceeding may be filed by or for Employee after signing this Agreement.

Non-Disparagement. Employee agrees that Employee will not disparage or criticize the Company Group or any other Releasee, or their products, services, practices, business affairs and/or financial condition, to any third person or entity. The Company Group shall instruct its board members and executive officers not to disparage or criticize Employee. Notwithstanding the foregoing, nothing herein shall prevent either party from testifying truthfully in any legal or administrative proceeding where such testimony is compelled or requested, or from otherwise complying with applicable legal requirements. In addition, nothing in this Agreement limits or interferes with Employee’s ability to disclose or discuss, either orally or in writing, the underlying facts of any alleged discriminatory or unfair employment practices, and disclosure of any of the foregoing does not constitute disparagement.

Employee Cooperation. For so long as Employee is receiving the Separation Consideration hereunder and for no further consideration, Employee agrees to cooperate, upon reasonable notice, with the Company Group with respect to all matters arising during or related to Employee’s employment, including but not limited to all matters in connection with any governmental investigation, litigation or regulatory or other proceeding which may have arisen or which may arise following the signing of this Agreement. Employee shall be reimbursed for any out-of-pocket costs reasonably incurred as a result of any such cooperation.

Return of Separation Consideration. Employee agrees that if Employee materially breaches any provision of this Agreement, or if Employee does not execute, without revoking, this Agreement, Employee will not be entitled to, and therefore will not receive (and will be obligated to return, to the extent already received, upon request by the Company Group), any of the Separation Consideration and Employee will forfeit any entitlement to the Separation Consideration.

No Admission. Employee, LifeStance and the Company acknowledge that this Agreement does not constitute an admission of any fault, liability or wrongdoing by the Company Group or any other Releasee, nor an admission that Employee has any claim whatsoever against the Company Group or any other Releasee. LifeStance, the Company and all other Releasees specifically deny any liability to, or wrongful acts against, Employee.

Authority. Employee represents and warrants that Employee has not previously assigned, conveyed or pledged to any third person any claims released by this Agreement, and that Employee has full right and authorization to waive, relinquish and compromise those claims as set forth above.

Section 409A. It is the intent of the parties that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (collectively, “Section 409A”) and the provisions of this Agreement will be interpreted and construed in favor of complying with any applicable requirements of Section 409A as necessary in order to avoid the imposition of additional tax and interest under Section 409A; provided, that nothing herein shall be construed as a representation, promise or guarantee by the Company Group as to the tax treatment of any payment or benefit that may be paid or provided pursuant to this Agreement and in no event shall the Company Group have any liability relating to a failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements shall be paid to Employee no later than December 31 of the year following the year in which the expense was incurred. To the extent permitted under Section 409A, each payment made under this Agreement shall be treated as a separate payment and any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. If at the time of Employee’s separation from service, Employee is a “specified employee” within the meaning of Section 409A, any and all amounts payable in connection with such separation from service that constitute deferred compensation subject to Section 409A, as determined by the Company Group in its sole discretion, and that would (but for this sentence) be payable within six (6) months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months (or upon death if earlier).

Waiver. No waiver, express or implied, by either party of any breach of this Agreement shall be considered a waiver of any other breach.

Complete Agreement. Both Employee and the Company Group agree that this Agreement contains the entire agreement and understanding between them concerning the subject matter hereof, and that this Agreement supersedes and replaces all prior negotiations, proposed agreements, agreements or representations, excluding only the Continuing Obligations and Employee’s rights and obligations with respect to the securities of LifeStance, all of which shall remain in full force and effect in accordance with their terms. Except as set forth in the preceding sentence, the Company Group and Employee agree and acknowledge that none of LifeStance, the Company, Employee, nor any agent or attorney of either, has made any representation, warranty, promise or covenant whatsoever, express or implied, not contained in this Agreement, to induce the other to execute this Agreement.

Choice of Law. Employee, LifeStance and the Company agree that this Agreement, and any claims related to this Agreement, and/or Employee’s employment relationship with the Company Group, whether such claims are in the nature of tort, contract, or otherwise, shall be construed in accordance with the laws of the State of Arizona.

Venue. Employee, LifeStance and the Company consent and submit to the jurisdiction of any state or federal court of the State of Arizona in any action or proceeding arising out of, or related in any way to, this Agreement.

Employee, LifeStance and the Company waive any right they may have to contest the personal jurisdiction of the courts of the State of Arizona. Employee, LifeStance and the Company agree that all claims of whatever type arising out of, or related in any way to, this Agreement, the employment relationship between Employee and the Company Group, or the termination of that relationship shall be brought exclusively in a state or federal court in Maricopa County, Arizona. Employee, LifeStance and the Company waive any defense of inconvenient forum to the maintenance of any action or proceedings so brought, and waive any bond, surety, or other security that might be required of any party. Employee, LifeStance and the Company each agree that if any action or proceeding arising out of, or related in any way to, this Agreement is brought in any other court or forum other than a state or federal court in Arizona, the action or proceeding shall be dismissed with prejudice and the party bringing the action or proceeding shall pay the other party’s legal fees and costs.

Acknowledgment. Employee acknowledges that Employee has read this Agreement carefully and that Employee fully understands this Agreement. Employee acknowledges that Employee has executed this Agreement voluntarily and of Employee’s own free will, and that Employee is knowingly and voluntarily releasing and waiving all claims Employee may have against the Company Group and any other Releasee.

Headings. The headings appearing in this Agreement are solely for the convenience of the reader and shall not affect the interpretation or meanings of the provisions set forth.

Counterpart Originals. This Agreement may be executed in counterparts, which together will be considered one document. A facsimile signature shall be deemed an original signature.

Waiver and Revocation. Employee is advised that this Agreement specifically refers to rights and claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 626(f)(1)(F)(i), Employee has twenty-one (21) days in which to consider the terms of this Agreement and to consult with Employee’s attorney. Pursuant to 29 C.F.R. § 1625.22(e)(6), Employee may knowingly and voluntarily waive the twenty-one (21)-day pre-execution consideration period set forth in 29 U.S.C. § 626(f)(1)(F)(i) if Employee chooses to execute this Agreement before the expiration of such period. Pursuant to 29 U.S.C. § 626(f)(1)(G), Employee will have seven (7) days after Employee’s execution of this Agreement to revoke the ADEA portion of this Agreement. If Employee elects to so revoke the ADEA portion of this Agreement, Employee shall contact the Company Group immediately. In the event Employee revokes Employee’s Agreement, Employee will not receive the compensation and benefits specified in Section 2. This Agreement may not be executed before the Termination Date.

Effective Date. This Agreement shall become effective as of the date Employee executes it or, with respect to the ADEA portion of this Agreement, the date that is seven (7) days after Employee’s execution of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, LifeStance and Employee have executed and delivered this Separation and Release of Claims Agreement as of the date first written above.

    LifeStance Health Group, Inc.

   

    /s/ Ryan Pardo

   

    Name: Ryan Pardo

   

    Title: Chief Legal Officer, Vice President and Secretary

   

    /s/ Danish Qureshi

   

    Danish Qureshi

   

EX-31.1 4 lfst-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION 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

I, Kenneth Burdick, certify that:

I have reviewed this Quarterly Report on Form 10-Q of LifeStance Health Group, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 8, 2024	By:	/s/ Kenneth Burdick
		Kenneth Burdick
		Chief Executive Officer

EX-31.2 5 lfst-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION 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

I, David Bourdon, certify that:

I have reviewed this Quarterly Report on Form 10-Q of LifeStance Health Group, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 8, 2024	By:	/s/ David Bourdon
		David Bourdon
		Chief Financial Officer and Treasurer

EX-32.1 6 lfst-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LifeStance Health Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth Burdick, Chief Executive Officer of LifeStance Health Group, Inc., hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 8, 2024	By:	/s/ Kenneth Burdick
		Kenneth Burdick
		Chief Executive Officer

EX-32.2 7 lfst-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LifeStance Health Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Bourdon, Chief Financial Officer and Treasurer of LifeStance Health Group, Inc., hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 8, 2024	By:	/s/ David Bourdon
		David Bourdon
		Chief Financial Officer and Treasurer