8-K
false000184525700018452572021-11-082021-11-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 08, 2021

 

 

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40478

86-1832801

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4800 N. Scottsdale Road

Suite 6000

 

Scottsdale, Arizona

 

85251

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 602 767-2100

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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.

 

Item 2.02 Results of Operations and Financial Condition.

On November 8, 2021, LifeStance Health Group, Inc. (“LifeStance Health Group”) issued a press release announcing its results of operations for the third quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1. The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by


reference into LifeStance Health Group's filings with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure.

 

A slide presentation, which includes supplemental information related to LifeStance Health Group, is furnished as Exhibit 99.2. The information furnished under Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into LifeStance Health Group's filings with the SEC under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

Description

99.1

 

Press Release dated November 8, 2021.

99.2

 

Slide presentation providing supplemental information.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

LifeStance Health Group, Inc.

 

 

 

 

Date:

November 8, 2021

By:

/s/ J. Michael Bruff

 

 

 

J. Michael Bruff
Chief Financial Officer
(principal financial and accounting officer)

 


EX-99.1

 

Exhibit 99.1

 

Investor Relations Contact

Monica Prokocki

VP of Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports Third Quarter 2021 Results

 

Third Quarter 2021 Highlights

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

Revenue of $173.8 million increased $71.8 million or 70% compared to revenue of $102.0 million
Total clinicians of 4,375 up 72%, a net increase of 400 clinicians in the third quarter
Net loss of $120.5 million compared to net loss of $3.3 million, primarily driven by stock and unit-based compensation
Adjusted EBITDA of $10.7 million compared to Adjusted EBITDA of $15.0 million
Expecting full year revenue toward the lower end of previously guided $668 million to $678 million range; Center Margin and Adjusted EBITDA expectations remain unchanged; anticipated incremental clinician holiday time off modestly impacting revenue projection; supporting employee self-care and well-being during this acutely stressful time as a result of COVID fatigue is aligned with the company’s mission

SCOTTSDALE, Ariz. – November 8, 2021 – LifeStance Health Group, Inc. (NASDAQ: LFST), one of the nation’s largest providers of outpatient mental health care, today announced financial results for the quarter ended September 30, 2021.

"Our strong third quarter results demonstrate continued execution of our long-term strategic vision that is transforming the way mental health care is delivered,” said Michael Lester, Chairman and CEO of LifeStance. “Despite the labor challenges faced by the healthcare industry and others, our ability to attract high quality clinical talent—the heart of our organization—is a testament to our mission and commitment to a positive societal impact. We continue to prioritize the mental health of our patients, clinicians and team members."

 

Financial Highlights

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

 

Three Months Ended September 30

 

 

 

2021

 

 

2020

 

 

Change

 

(in thousands)

 

 

 

 

 

 

 

 

 

Total revenue

 

$

173.8

 

 

$

102.0

 

 

 

70.5

%

(Loss) income from operations

 

 

(124.7

)

 

 

2.7

 

 

 

(4,732.8

%)

Center Margin

 

 

52.1

 

 

 

33.1

 

 

 

57.1

%

Net loss

 

 

(120.5

)

 

 

(3.3

)

 

 

3,556.7

%

Adjusted EBITDA

 

 

10.7

 

 

 

15.0

 

 

 

(28.6

%)

As % of Total Revenue:

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

 

(71.7

%)

 

 

2.6

%

 

 

 

Center Margin

 

 

29.9

%

 

 

32.5

%

 

 

 

Net loss

 

 

(69.3

%)

 

 

(3.2

%)

 

 

 

Adjusted EBITDA

 

 

6.2

%

 

 

14.7

%

 

 

 

 

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

Total revenue grew 70% to $173.8 million. Strong revenue growth was supported by a 72% increase in net clinicians, driven by hiring and acquisitions.
Loss from operations was $124.7 million, primarily driven by stock and unit-based compensation of $120.7 million. Net loss was $120.5 million.

 


 

Center Margin grew 57% to $52.1 million, or 29.9% of total revenue. Center Margin as a percentage of revenue declined as expected as new clinicians ramp to maturity.
Adjusted EBITDA declined 29% to $10.7 million, or 6.2% of total revenue. Adjusted EBITDA as a percentage of revenue declined due to the expected decrease in Center Margin as well as planned investments in growth initiatives and public company infrastructure.

Strategy and Key Developments

During the third quarter, LifeStance took several actions in support of its three-pronged strategy to expand into new markets, build market density and offer a tech-enabled platform to patients and clinicians, including:

Drove 72% year-over-year growth to 4,375 clinicians with the addition of 400 net clinicians in the quarter, demonstrating that the company’s value proposition is resonating, despite challenging dynamics in the U.S. labor market
Clinician retention stabilized to approximately 80% annualized in the third quarter, as expected; enhanced clinician engagement and continued support for workplace and work-life flexibility resulting in improved clinician satisfaction survey results
Opened 29 de novo centers and achieved milestone of opening 200th de novo location, bringing total centers to approximately 500, further strengthening the company’s first-mover advantage
Introduced brand-new spatial design for all new de novo locations, reimagining the mental health care experience for both patients and providers; first centers to feature the new design are now open in Chicago, Illinois
Completed six acquisitions, bringing the total since inception to 70, as the company continues to build market density and expand its virtual and in-person presence in 31 states
Appointed a new independent director, Seema Verma, to the company’s Board of Directors; Verma is a leading national health policy expert with over two decades of experience in the healthcare industry, having most recently served as administrator for the Centers for Medicare & Medicaid Services (CMS), where she led efforts to transform the U.S. healthcare system by lowering costs, improving quality, and increasing access

Balance Sheet, Cash Flow and Capital Allocation

For the nine months ended September 30, 2021, cash flow used in operations was $21.2 million, which includes $22.7 million for IPO-related payments and $19.4 million in interest payments on long-term debt.

The company ended the third quarter with cash of $212.1 million, net long-term debt of $157.4 million and full availability of its $20.0 million revolving credit facility.

Full Year 2021 Guidance

LifeStance is reiterating its full year 2021 guidance ranges for revenue, Center Margin and Adjusted EBITDA.

The company expects full year revenue toward the lower end of the previously guided $668 million to $678 million range, primarily due to the expectation that clinicians will take additional time off at the holidays due to fatigue from COVID. The company supports clinician flexibility and well-being, including incremental time off as needed, in an industry environment in which many clinicians are experiencing burnout.

For the full year, the company continues to expect Center Margin in the range of $198 million to $208 million and Adjusted EBITDA in the range of $47 million to $53 million.

“As we look forward, we have a strong foundation of dedicated clinicians and unmatched capabilities and reach which have allowed us to bring our strategy to life at an unprecedented time,” said Lester. “I am extremely proud of the efforts of our purpose-led organization to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental healthcare.”

 


 

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, November 8, at 4:30 p.m. Eastern Time to discuss third quarter 2021 results. Investors who wish to participate in the call should dial 1-888-660-0230, domestically, or 1-409-217-8218, internationally, approximately 10 minutes before the call begins and provide conference ID number 4267376 or ask to be joined into the LifeStance call. A real-time audio webcast can be accessed via the Events and Presentations section of the LifeStance Investor Relations website (https://investor.lifestance.com), where related materials will be posted prior to the conference call.

About LifeStance Health Group, Inc.

Founded in 2017, LifeStance (NASDAQ: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable, and personalized mental healthcare. LifeStance employs 4,375 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 31 states and approximately 500 centers. To learn more, please visit www.LifeStance.com.

Forward-Looking Statements

Statements in this press release and on the related teleconference that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements. These statements include, but are not limited to, statements about the company’s financial position; business plans and objectives; general economic and industry trends; operating results; and working capital and liquidity and other statements contained in this presentation that are not historical facts. When used in this press release and on the related teleconference, words such as “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our ability to recruit new clinicians and retain existing clinicians; if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with affiliated practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” in the final prospectus, dated June 9, 2021, for the company’s initial public offering. LifeStance does not undertake to update any forward-looking statements made in this press release to reflect any change in management's expectations or any change in the assumptions or circumstances on which such statements are based, except as otherwise required by law.

Non-GAAP Financial Information

This press release contains certain non-GAAP financial measures, including Center Margin, Adjusted EBITDA, and Adjusted EBITDA margin. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP

 


 

measures are included at the end of this release. Management believes these non-GAAP financial measures are useful in evaluating the company’s operating performance, and may be helpful to securities analysts, institutional investors and other interested parties in understanding the company’s operating performance and prospects. These non-GAAP financial measures, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Therefore, the company’s non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP, such as net income (loss) or income (loss) from operations.

Center Margin and Adjusted EBITDA anticipated for full year 2021 are calculated in a manner consistent with the historical presentation of these measures at the end of this release. Reconciliation for the forward-looking full year 2021 Center Margin and Adjusted EBITDA guidance is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.

Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results.

 

 

 

# # # #

 

Consolidated Financial Information and Reconciliations

 

 

 

 


 

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)

 

 

 

 

 

Successor

 

 

 

September 30, 2021

 

 

December 31, 2020

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

212,123

 

 

$

18,829

 

Patient accounts receivable

 

 

70,059

 

 

 

43,706

 

Prepaid expenses and other current assets

 

 

46,144

 

 

 

13,745

 

Total current assets

 

 

328,326

 

 

 

76,280

 

NONCURRENT ASSETS

 

 

 

 

 

 

Property and equipment, net

 

 

115,049

 

 

 

59,349

 

Intangible assets, net

 

 

307,982

 

 

 

332,796

 

Goodwill

 

 

1,160,011

 

 

 

1,098,659

 

Deposits

 

 

3,388

 

 

 

2,647

 

Total noncurrent assets

 

 

1,586,430

 

 

 

1,493,451

 

Total assets

 

$

1,914,756

 

 

$

1,569,731

 

LIABILITIES, REDEEMABLE UNITS AND STOCKHOLDERS'/MEMBERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

3,074

 

 

$

7,688

 

Accrued payroll expenses

 

 

57,603

 

 

 

38,024

 

Other accrued expenses

 

 

28,331

 

 

 

14,685

 

Current portion of contingent consideration

 

 

14,012

 

 

 

10,563

 

Other current liabilities

 

 

2,185

 

 

 

4,961

 

Total current liabilities

 

 

105,205

 

 

 

75,921

 

NONCURRENT LIABILITIES

 

 

 

 

 

 

Long-term debt, net

 

 

157,447

 

 

 

362,534

 

Other noncurrent liabilities

 

 

22,892

 

 

 

11,363

 

Contingent consideration, net of current portion

 

 

3,117

 

 

 

5,851

 

Deferred tax liability, net

 

 

81,226

 

 

 

81,226

 

Total noncurrent liabilities

 

 

264,682

 

 

 

460,974

 

Total liabilities

 

$

369,887

 

 

$

536,895

 

COMMITMENT AND CONTINGENCIES (see Note 16)

 

 

 

 

 

 

REDEEMABLE UNITS

 

 

 

 

 

 

Redeemable Class A units – 0 and 35,000 units authorized, issued and outstanding as of September 30,
   2021 and December 31, 2020, respectively

 

 

 

 

 

35,000

 

STOCKHOLDERS’/MEMBERS’ EQUITY

 

 

 

 

 

 

Common units A-1 – 0 and 959,563 units authorized, issued and outstanding as of September 30, 2021
   and December 31, 2020, respectively

 

 

 

 

 

959,563

 

Common units A-2 – 0 and 49,946 units authorized, issued and outstanding as of September 30, 2021
   and December 31, 2020, respectively

 

 

 

 

 

49,946

 

Common units B – 0 and 179,000 units authorized as of September 30, 2021 and December 31, 2020,
   respectively; 0 units issued and outstanding as of September 30, 2021 and December 31, 2020

 

 

 

 

 

 

Preferred stock – par value $0.01 per share; 25,000 and 0 shares authorized as of September 30, 2021
   and December 31, 2020, respectively; 0 shares issued and outstanding as of September 30, 2021 and
   December 31, 2020

 

 

 

 

 

 

Common stock – par value $0.01 per share; 800,000 and 0 shares authorized as of September 30, 2021
   and December 31, 2020, respectively; 374,149 and 0 shares issued and outstanding as of
   September 30, 2021 and December 31, 2020, respectively

 

 

3,742

 

 

 

 

Additional paid-in capital

 

 

1,790,169

 

 

 

1,452

 

Accumulated deficit

 

 

(249,042

)

 

 

(13,125

)

Total stockholders'/members’ equity

 

 

1,544,869

 

 

 

997,836

 

Total liabilities, redeemable units and stockholders’/members’ equity

 

$

1,914,756

 

 

$

1,569,731

 

 

 

 


 

CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)

(unaudited)

(In thousands, except for Net Loss per Share)

 

Successor

 

 

 

Predecessor

 

 

Three Months Ended
September 30, 2021

 

 

Three Months Ended
September 30, 2020

 

 

Nine Months Ended
September 30, 2021

 

 

April 13 to
September 30, 2020*

 

 

 

January 1 to
May 14, 2020

 

TOTAL REVENUE

$

173,835

 

 

$

101,982

 

 

$

477,516

 

 

$

147,435

 

 

 

$

111,661

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Center costs, excluding
   depreciation and amortization
   shown separately below

 

121,783

 

 

 

68,847

 

 

 

330,258

 

 

 

100,122

 

 

 

 

78,777

 

General and administrative
   expenses

 

162,943

 

 

 

19,534

 

 

 

281,073

 

 

 

28,176

 

 

 

 

20,854

 

Depreciation and amortization

 

13,777

 

 

 

10,910

 

 

 

38,779

 

 

 

16,342

 

 

 

 

3,335

 

Total operating expenses

$

298,503

 

 

$

99,291

 

 

$

650,110

 

 

$

144,640

 

 

 

$

102,966

 

(LOSS) INCOME FROM
   OPERATIONS

$

(124,668

)

 

$

2,691

 

 

$

(172,594

)

 

$

2,795

 

 

 

$

8,695

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on remeasurement
   of contingent consideration

 

(906

)

 

 

89

 

 

 

(1,463

)

 

 

38

 

 

 

 

322

 

Transaction costs

 

(126

)

 

 

(683

)

 

 

(3,656

)

 

 

(864

)

 

 

 

(33,247

)

Interest expense

 

(3,503

)

 

 

(6,421

)

 

 

(35,309

)

 

 

(11,983

)

 

 

 

(3,020

)

Other expense

 

 

 

 

(44

)

 

 

(1,445

)

 

 

(66

)

 

 

 

(14

)

Total other expense

$

(4,535

)

 

$

(7,059

)

 

$

(41,873

)

 

$

(12,875

)

 

 

$

(35,959

)

LOSS BEFORE INCOME
   TAXES

 

(129,203

)

 

 

(4,368

)

 

 

(214,467

)

 

 

(10,080

)

 

 

 

(27,264

)

INCOME TAX BENEFIT

 

8,751

 

 

 

1,074

 

 

 

15,300

 

 

 

2,444

 

 

 

 

2,319

 

NET LOSS AND
   COMPREHENSIVE LOSS

$

(120,452

)

 

$

(3,294

)

 

$

(199,167

)

 

$

(7,636

)

 

 

$

(24,945

)

Accretion of Redeemable Class
   A units

 

 

 

 

 

 

 

(36,750

)

 

 

 

 

 

 

 

Accretion of Series A-1
   redeemable convertible
   preferred units (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(272,582

)

Cumulative dividend on Series
   A redeemable convertible
   preferred units (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(662

)

NET LOSS AVAILABLE TO
   COMMON
   STOCKHOLDERS/MEMBERS

$

(120,452

)

 

$

(3,294

)

 

$

(235,917

)

 

$

(7,636

)

 

 

$

(298,189

)

NET LOSS PER SHARE, BASIC
   AND DILUTED

 

(0.35

)

 

 

(0.01

)

 

 

(0.73

)

 

 

(0.03

)

 

 

 

 

Weighted-average shares used to
   compute basic and diluted net
   loss per share

 

343,394

 

 

 

302,657

 

 

 

321,283

 

 

 

300,799

 

 

 

 

 

 

* For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the acquisition of LifeStance by affiliates of TPG Global, LLC (the "TPG Acquisition"), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.

 

 

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

 

Successor

 

 

 

Predecessor

 

 

 

Nine Months Ended
September 30, 2021

 

 

April 13 to
September 30, 2020*

 

 

 

January 1 to
May 14, 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(199,167

)

 

$

(7,636

)

 

 

$

(24,945

)

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

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

38,779

 

 

 

16,342

 

 

 

 

3,335

 

Stock and unit-based compensation

 

 

150,809

 

 

 

865

 

 

 

 

 

Deferred income taxes

 

 

 

 

 

2,866

 

 

 

 

(2,345

)

Loss on debt extinguishment

 

 

5,620

 

 

 

3,066

 

 

 

 

 

Amortization of debt issue costs

 

 

1,498

 

 

 

358

 

 

 

 

215

 

Loss (gain) on remeasurement of contingent consideration

 

 

1,463

 

 

 

(38

)

 

 

 

(322

)

Endowment of shares to LifeStance Health Foundation

 

 

9,000

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

Patient accounts receivable

 

 

(20,711

)

 

 

(4,939

)

 

 

 

(5,122

)

Prepaid expenses and other current assets

 

 

(32,888

)

 

 

(6,468

)

 

 

 

(4,526

)

Accounts payable

 

 

(4,613

)

 

 

1,056

 

 

 

 

(1,638

)

Accrued payroll expenses

 

 

15,910

 

 

 

1,529

 

 

 

 

8,753

 

Other accrued expenses

 

 

13,085

 

 

 

(33,130

)

 

 

 

40,031

 

Net cash (used in) provided by operating activities

 

 

(21,215

)

 

 

(26,129

)

 

 

 

13,436

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(55,815

)

 

 

(14,653

)

 

 

 

(12,804

)

Acquisition of Predecessor, net of cash acquired

 

 

 

 

 

(646,694

)

 

 

 

 

Acquisitions of businesses, net of cash acquired

 

 

(58,699

)

 

 

(30,100

)

 

 

 

(12,274

)

Net cash used in investing activities

 

 

(114,514

)

 

 

(691,447

)

 

 

 

(25,078

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from initial public offering, net of underwriters discounts and
   commissions and deferred offering costs

 

 

548,905

 

 

 

 

 

 

 

 

Issuance of common units to new investors

 

 

1,000

 

 

 

21,000

 

 

 

 

 

Contributions from Members related to acquisition of Predecessor

 

 

 

 

 

633,585

 

 

 

 

 

Repurchase of Series A redeemable convertible preferred units

 

 

 

 

 

 

 

 

 

(1,000

)

Proceeds from long-term debt

 

 

98,800

 

 

 

235,900

 

 

 

 

74,350

 

Payments of debt issue costs

 

 

(2,360

)

 

 

(6,411

)

 

 

 

(650

)

Payments of long-term debt

 

 

(311,060

)

 

 

(139,130

)

 

 

 

(18,222

)

Payments of contingent consideration

 

 

(6,262

)

 

 

(2,300

)

 

 

 

(19,093

)

Net cash provided by financing activities

 

 

329,023

 

 

 

742,644

 

 

 

 

35,385

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

193,294

 

 

 

25,068

 

 

 

 

23,743

 

Cash and Cash Equivalents - Beginning of period

 

 

18,829

 

 

 

 

 

 

 

3,481

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

212,123

 

 

$

25,068

 

 

 

$

27,224

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

Cash paid for interest and prepayment premium

 

$

28,217

 

 

$

8,555

 

 

 

$

2,857

 

Cash paid for taxes

 

$

908

 

 

$

144

 

 

 

$

25

 

SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND
   FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Unpaid deferred offering costs included in accounts payable and
   other accrued expenses

 

$

 

 

$

 

 

 

$

 

Equipment financed through capital leases

 

$

14

 

 

$

7

 

 

 

$

415

 

Contingent consideration incurred in acquisitions of businesses

 

$

5,514

 

 

$

4,226

 

 

 

$

3,788

 

Acquisition of property and equipment included in liabilities

 

$

8,936

 

 

$

2,562

 

 

 

$

2,718

 

Issuance of common units for convertible promissory note conversion

 

$

 

 

$

511

 

 

 

$

 

Issuance of common units for acquisitions of businesses

 

$

1,486

 

 

$

4,500

 

 

 

$

 

 

* For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the TPG Acquisition, which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.

 

 

 

 

 

 


 

RECONCILIATION OF (LOSS) INCOME FROM OPERATIONS TO CENTER MARGIN

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended
September 30, 2021

 

 

Three Months Ended
September 30, 2020

 

 

Nine Months Ended
September 30, 2021

 

 

April 13 to
September 30, 2020

 

 

 

January 1 to
May 14, 2020

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

$

(124,668

)

 

$

2,691

 

 

$

(172,594

)

 

$

2,795

 

 

 

$

8,695

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

13,777

 

 

 

10,910

 

 

 

38,779

 

 

 

16,342

 

 

 

 

3,335

 

General and administrative
   expenses
(1)

 

 

162,943

 

 

 

19,534

 

 

 

281,073

 

 

 

28,176

 

 

 

 

20,854

 

Center Margin

 

$

52,052

 

 

$

33,135

 

 

$

147,258

 

 

$

47,313

 

 

 

$

32,884

 

 

(1)
Represents salaries, wages and employee benefits for our executive leadership, finance, human resources, marketing, billing and credentialing support and technology infrastructure.

 

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

 

 

Successor

 

 

 

Predecessor

 

 

Three Months Ended
September 30, 2021

 

 

Three Months Ended
September 30, 2020

 

 

Nine Months Ended
September 30, 2021

 

 

April 13 to
September 30, 2020

 

 

 

January 1 to
May 14, 2020

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(120,452

)

 

$

(3,294

)

 

$

(199,167

)

 

$

(7,636

)

 

 

$

(24,945

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

3,503

 

 

 

6,421

 

 

 

35,309

 

 

 

11,983

 

 

 

 

3,020

 

Depreciation and amortization

 

13,777

 

 

 

10,910

 

 

 

38,779

 

 

 

16,342

 

 

 

 

3,335

 

Income tax benefit

 

(8,751

)

 

 

(1,074

)

 

 

(15,300

)

 

 

(2,444

)

 

 

 

(2,319

)

Loss (gain) on
   remeasurement of contingent
   consideration

 

906

 

 

 

(89

)

 

 

1,463

 

 

 

(38

)

 

 

 

(322

)

Stock and unit-based
   compensation

 

120,689

 

 

 

573

 

 

 

150,809

 

 

 

865

 

 

 

 

 

Management fees (1)

 

 

 

 

44

 

 

 

1,445

 

 

 

60

 

 

 

 

14

 

Loss on disposal of assets

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

Transaction costs (2)

 

126

 

 

 

683

 

 

 

3,656

 

 

 

864

 

 

 

 

33,247

 

Offering related costs (3)

 

 

 

 

 

 

 

8,747

 

 

 

 

 

 

 

 

Endowment to the LifeStance
   Health Foundation

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

Other expenses (4)

 

896

 

 

 

810

 

 

 

2,072

 

 

 

992

 

 

 

 

635

 

Adjusted EBITDA

$

10,694

 

 

$

14,984

 

 

$

37,813

 

 

$

20,994

 

 

 

$

12,665

 

 

(1)
Represents management fees paid to certain of our executive officers and affiliates of our principal stockholders pursuant to the management services agreement entered into in connection with the TPG Acquisition. The management services agreement terminated in connection with the IPO, and we were required to pay a one-time fee of $1.2 million to such parties.
(2)
Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions and costs related to the TPG Acquisition. Of the transaction costs incurred in the period from January 1, 2020 to May 14, 2020 (Predecessor), $32.9 million relate to the TPG Acquisition.
(3)
Primarily includes non-recurring incremental professional services, such as accounting and legal, and directors' and officers' insurance incurred in connection with the IPO.
(4)
Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly owned and certain of which are affiliated practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration, former owner fees, and other are components of general and administrative expenses included in our consolidated statement of income/(loss) and comprehensive income/(loss). Impairment on loans is a component of center costs, excluding depreciation and amortization included in our consolidated statement of income/(loss) and comprehensive income/(loss).

 


Slide 1

Q3 2021 Earnings Presentation November 8, 2021 Exhibit 99.2


Slide 2

Forward-Looking Statements DISCLAIMERS Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements about LifeStance Health Group, Inc. and its subsidiaries (“LifeStance”) and the industry in which LifeStance operates, including statements regarding future results of operations and financial position of LifeStance, which are subject to known and unknown uncertainties and contingencies outside of LifeStance's control and which are largely based on our current expectations and projections about future events and financial trends that we believe may affect LifeStance's financial condition, results of operations, business strategy, and prospects. LifeStance's actual results, events, or circumstances may differ materially from these statements. Forward-looking statements include all statements that are not historical facts. 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 are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions, including, among other things: we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our ability to recruit new clinicians and retain existing clinicians; if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with affiliated practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business; if our or our vendors' security measures fail or are breached and unauthorized access to our employees' patients' or partners' data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; our existing indebtedness could adversely affect our business and growth prospects; and the other factors set forth in our filings with the Securities and Exchange Commission. The forward-looking statements, together with statements relating to our past performance, should not be regarded as a reliable indicator of our future performance. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as may be required by law. 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. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments. Use of Non-GAAP Financial Measures In addition to financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP financial measures, including Center Margin and Adjusted EBITDA. These non-GAAP measures are in addition to, and not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The non-GAAP financial measures used by LifeStance may differ from the non-GAAP financial measures used by other companies. A reconciliation of these measures to the most directly comparable U.S. GAAP measure is included in the Appendix to these slides or as otherwise described in these slides. Market and Industry Data This presentation also contains information regarding our market and industry that is derived from third-party research and publications. This information involves a number of assumptions and limitations. While we believe the information in this presentation is generally reliable, forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors.


Slide 3

Building the Nation’s Leading Outpatient Mental Health Platform LifeStance at a Glance* *Note: Data as of September 30, 2021. 70 acquisitions since inception 31 states ~500 centers 250+ in-network payor contracts $596M TTM revenues 4,375 employed clinicians Hybrid virtual and in-person model Mission-Driven Increasing access to personalized, trusted and affordable mental healthcare


Slide 4

Q3 2021 Financial Highlights Revenue of $173.8 million increased $71.8 million or 70% year over year Center Margin of $52.1 million increased 57% year over year; Center Margin as a percentage of revenue of 29.9% Adjusted EBITDA of $10.7 million compared to Adjusted EBITDA of $15.0 million in the prior year; Adjusted EBITDA as a percentage of revenue of 6.2% Strong balance sheet with a cash position of $212 million Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 5

Q3 2021 Strategy & Key Developments Total clinicians of 4,375, up 72% year over year, including 400 net clinician adds in the quarter Opened 29 de novo centers and achieved milestone of opening 200th de novo location, bringing total centers to approximately 500 Completed six acquisitions, bringing the total since inception to 70; continuing to build market density and expand virtual and in-person presence in 31 states Appointed Seema Verma, a new independent director and leading national health policy expert, to Board of Directors


Slide 6

Clinicians Revenue (in $M) Center Margin (in $M) Adjusted EBITDA (in $M) Q3 2021 Results +57% +70% +72% Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 7

Clinicians Revenue (in $M) Center Margin (in $M) Adjusted EBITDA (in $M) Quarterly Trends Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 8

Balance Sheet, Cash Flow & Capital Allocation Percentage description with ctetur ad ipisc ing elite 75% Cash and Cash Equivalents $212M Percentage description with ctetur ad ipisc ing elite 75% Net Long-term Debt $157M Percentage description with ctetur ad ipisc ing elite 75% Operating Cash Flow (YTD) ($21M) Percentage description with ctetur ad ipisc ing elite 75% Capital Expenditures (YTD) $56M Continue to deploy capital in a disciplined manner to grow our clinician base and expand our footprint De Novos Highly efficient model with predictable profitability 212 de novos opened since inception, including 29 in Q3 Capital Allocation Acquisitions Disciplined investments to drive growth 70 acquisitions since inception, including 6 in Q3 Balance Sheet & Cash Flow


Slide 9

2021 Guidance Update (All $ in M) FY 2021 Revenue $668 – $678 Expecting full year revenue toward the lower end of range Anticipated incremental clinician holiday time off modestly impacting revenue projection; supporting employee self-care and well-being during this acutely stressful time as a result of COVID fatigue is aligned with the company’s mission Center Margin $198 – $208 Unchanged Adj. EBITDA $47 – $53 Unchanged Note: Center Margin and Adjusted EBITDA anticipated for full year 2021 are calculated in a manner consistent with the historical presentation of these measures in the Appendix to this presentation. Reconciliation for the forward-looking full year 2021 Center Margin and Adjusted EBITDA guidance is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.


Slide 10

Appendix


Slide 11

Quarterly Income Statement (GAAP)     2021 2020 ($M)   Q3 Q2 Q1 Q4 Q3 Successor¹ Predecessor¹ Q1                     Total Revenues   $173.8 $160.5 $143.1 $118.1 $102.0 $45.4 $38.6 $73.1                     Operating expenses                                       Center costs, excluding depreciation and amortization   121.8 109.3 99.1 79.1 68.8 31.3 27.1 51.6 General and administrative   162.9 85.5 32.7 23.7 19.5 8.6 7.2 13.7 Depreciation and amortization   13.8 12.8 12.2 11.4 10.9 5.4 1.2 2.2 Income (loss) from operations   (124.7) (47.0) (0.9) 3.9 2.7 0.1 3.1 5.6                     Other income (expense)                   Gain (loss) on remeasurement of contingent consideration   (0.9) (0.3) (0.3) (0.6) 0.1 - - 0.4 Transaction costs   (0.1) (2.0) (1.5) (3.1) (0.7) (0.2) (32.3) (1.0) Interest expense   (3.5) (23.2) (8.6) (7.1) (6.4) (5.6) (1.3) (1.7) Other expense   - (1.4) (0.1) (0.2) - - - - Total other expense   (4.5) (26.8) (10.6) (11.0) (7.1) (5.8) (33.7) (2.3) Loss (income) before taxes   (129.2) (73.8) (11.4) (7.1) (4.4) (5.7) (30.6) 3.4                     Income tax benefit (provision)   8.8 3.8 2.8 1.6 1.1 1.4 3.0 (0.7) Net (loss) income and comprehensive (loss) income   ($120.5) ($70.0) ($8.7) ($5.5) ($3.3) ($4.3) ($27.6) $2.7                                         Subtotals in the schedule above may not foot due to rounding.                     1 - Successor Period is April 13 to June 30, 2020, Predecessor Period is April 1 to May 14, 2020               For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the acquisition of LifeStance by affiliates of TPG Global, LLC (the “TPG Acquisition”), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.


Slide 12

GAAP to Non-GAAP Reconciliations – Center Margin     2021 2020 ($M)   Q3 Q2 Q1 Q4 Q3 Successor¹ Predecessor¹ Q1                     Income (loss) from operations   ($124.7) ($47.0) ($0.9) $3.9 $2.7 $0.1 $3.1 $5.6                     Adjusted for:                   Depreciation and amortization   13.8 12.8 12.2 11.4 10.9 5.4 1.2 2.2 General and administrative   162.9 85.5 32.7 23.7 19.5 8.6 7.2 13.7 Center Margin   $52.1 $51.2 $44.0 $39.0 $33.1 $14.1 $11.4 $21.5                                         Subtotals in the schedule above may not foot due to rounding.                     1 - Successor Period is April 13 to June 30, 2020, Predecessor Period is April 1 to May 14, 2020 For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the acquisition of LifeStance by affiliates of TPG Global, LLC (the “TPG Acquisition”), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.


Slide 13

GAAP to Non-GAAP Reconciliations – Adjusted EBITDA     2021 2020 ($M)   Q3 Q2 Q1 Q4 Q3 Successor5 Predecessor5 Q1                     Net income (loss)   ($120.5) ($70.0) ($8.7) ($5.5) ($3.3) ($4.3) ($27.6) $2.7                     Adjusted for:                   Interest expense   3.5 23.2 8.6 7.1 6.4 5.6 1.3 1.7 Depreciation and amortization   13.8 12.8 12.2 11.4 10.9 5.4 1.2 2.2 Income tax (benefit) provision   (8.8) (3.8) (2.8) (1.6) (1.1) (1.4) (3.0) 0.7 Loss (gain) on remeasurement of contingent consideration   0.9 0.3 0.3 0.6 (0.1) - - (0.4) Share/unit-based compensation   120.7 29.5 0.6 0.6 0.6 0.3 - - Management fees (1)   - 1.4 0.1 0.1 - - - - Loss on disposal of assets   - - - 0.1 - - - - Transaction costs (2)   0.1 2.0 1.5 3.1 0.7 0.2 32.3 1.0 Offering related costs (3)   - 8.7 - - - - - - Endowment to the LifeStance Health Foundation   - 10.0 - - - - - - Other expenses (4)   0.9 0.5 0.6 0.6 0.8 0.2 0.2 0.4 Adjusted EBITDA   $10.7 $14.5 $12.6 $16.5 $15.0 $6.0 $4.4 $8.2                     Subtotals in the schedule above may not foot due to rounding.                     1 - Represents management fees paid to certain of our executive officers and affiliates of our principal stockholders pursuant to the management services agreement entered into in connection with the acquisition of LifeStance by affiliates of TPG Global, LLC ( the “TPG Acquisition”). The management services agreement terminated in connection with the IPO and we were required to pay a one-time fee of $1.2 million to such parties. 2 - Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions and costs related to the TPG Acquisition. Of the transaction costs incurred in the period from January 1, 2020 to May 14, 2020 (Predecessor), $32.9 million relate to the TPG Acquisition. 3 - Primarily includes non-recurring incremental professional services, such as accounting and legal, and directors' and officers' insurance incurred in connection with the IPO. 4 - Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are affiliated practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration, former owner fees, and other are components of general and administrative expenses included in our consolidated statement of income (loss). Impairment on loans is a component of center costs, excluding depreciation and amortization included in our consolidated statement of income (loss). 5 - Successor Period is April 13 to June 30, 2020, Predecessor Period is April 1 to May 14, 2020. For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the acquisition of LifeStance by affiliates of TPG Global, LLC (the “TPG Acquisition”), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.


Slide 14

Quarterly Non-GAAP Financial Metrics     2021      2020    ($M)   Q3 Q2 Q1 Q4 Q3 Successor¹ Predecessor¹ Q1 Key Metrics                   Clinicians   4,375 3,975 3,301 3,097 2,539 2,046 nq 1,734                     Total Revenues   $173.8 $160.5 $143.1 $118.1 $102.0 $45.4 $38.6 $73.1                     Center costs   121.8 109.3 99.1 79.1 68.8 31.3 27.1 51.6 Center Margin (Non-GAAP)   $52.1 $51.2 $44.0 $39.0 $33.1 $14.1 $11.4 $21.5 % Margin   29.9% 31.9% 30.7% 33.0% 32.5% 31.1% 29.6% 29.4%                     General and administrative   162.9 85.5 32.7 23.7 19.5 8.6 7.2 13.7 Depreciation and amortization   13.8 12.8 12.2 11.4 10.9 5.4 1.2 2.2 Income (loss) from operations   (124.7) (47.0) (0.9) 3.9 2.7 0.1 3.1 5.6                     Other income (expenses)                   Other income (expenses)   4.2 (23.0) (7.8) (9.4) (6.0) (4.4) (30.7) (3.0) Net (loss) income   ($120.5) ($70.0) ($8.7) ($5.5) ($3.3) ($4.3) ($27.6) $2.7                     Adjusted EBITDA build                                       Net (loss) income   (120.5) (70.0) (8.7) (5.5) (3.3) (4.3) (27.6) 2.7 Interest expense   3.5 23.2 8.6 7.1 6.4 5.6 1.3 1.7 Depreciation and amortization   13.8 12.8 12.2 11.4 10.9 5.4 1.2 2.2 Income tax (benefit) provision   (8.8) (3.8) (2.8) (1.6) (1.1) (1.4) (3.0) 0.7 Loss (gain) on remeasurement of contingent consideration   0.9 0.3 0.3 0.6 (0.1) - - (0.4) Share/unit-based compensation   120.7 29.5 0.6 0.6 0.6 0.3 - - Management fees   - 1.4 0.1 0.1 - - - - Loss on disposal of assets   - - - 0.1 - - - - Transaction costs   0.1 2.0 1.5 3.1 0.7 0.2 32.3 1.0 Offering related costs   - 8.7 - - - - - - Endowment to the LifeStance Health Foundation   - 10.0 - - - - - - Other expenses   0.9 0.5 0.6 0.6 0.8 0.2 0.2 0.4 Adjusted EBITDA (Non-GAAP)   $10.7 $14.5 $12.6 $16.5 $15.0 $6.0 $4.4 $8.2 % Margin   6.2% 9.1% 8.8% 13.9% 14.7% 13.1% 11.5% 11.2%                                         Subtotals in the schedule above may not foot due to rounding. 1 - Successor Period is April 13 to June 30, 2020, Predecessor Period is April 1 to May 14, 2020 For the period from April 13, 2020 through May 14, 2020, the operations of LifeStance TopCo, L.P. (Successor) were limited to those incident to its formation and the acquisition of LifeStance by affiliates of TPG Global, LLC (the “TPG Acquisition”), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.


Slide 15

Quarterly Balance Sheet           2021 2020 ($M)         Q3 Q2 Q1 Q4 Q3 Q2 Q1                         Cash and cash equivalents     212.1 276.2 39.5 18.8 25.1 13.8 20.3 Patient accounts receivable     70.1 60.1 47.8 43.7 34.3 31.0 25.2 Prepaid expenses and other current assets   46.1 27.8 22.3 13.7 16.1 14.0 9.0 Total current assets     328.3 364.1 109.6 76.3 75.4 58.8 54.5 Property and equipment, net     115.1 91.8 70.8 59.3 47.5 39.7 31.2 Intangible assets, net     308.0 316.5 323.3 332.8 334.0 342.8 15.8 Goodwill       1,160.0 1,138.7 1,099.7 1,098.7 963.0 951.3 224.3 Deposits       3.4 3.3 2.9 2.6 2.1 2.0 1.7 Total noncurrent assets     1,586.4 1,550.4 1,496.7 1,493.5 1,346.5 1,335.8 273.0 Total assets       $1,914.8 $1,914.4 $1,606.3 $1,569.7 $1,422.0 $1,394.6 $327.5 Accounts payable       3.1 10.0 5.9 7.7 4.4 4.3 3.5 Accrued payroll expenses     57.6 50.4 45.4 38.0 30.5 23.9 21.4 Other accrued expenses     28.3 38.8 25.7 14.7 12.5 12.4 13.5 Current portion of contingent consideration   14.0 10.9 14.9 10.6 8.1 7.1 23.5 Other current liabilities     2.2 2.6 4.9 5.0 2.8 2.8 1.0 Total current liabilities     105.2 112.6 96.8 75.9 58.2 50.5 62.9 Long-term debt, net     157.5 157.1 387.3 362.5 227.1 227.4 113.5 Other noncurrent liabilities     22.9 15.7 14.2 11.4 12.9 11.1 9.0 Contingent consideration, net of current portion   3.1 3.2 1.1 5.9 3.7 3.9 3.0 Deferred tax liability, net     81.2 81.2 81.2 81.2 85.4 85.4 0.9 Total noncurrent liabilities     264.7 257.2 483.8 461.0 329.1 327.8 126.4 Total liabilities       $369.9 $369.8 $580.5 $536.9 $387.3 $378.3 $189.3                         Redeemable units       - - 71.8 35.0 35.0 35.0 -                         Stockholders' / Members' equity   3.7 3.7 1,010.5 1,009.5 1,006.4 985.4 302.4 Additional paid-in capital     1,790.2 1,669.5 2.1 1.5 0.9 0.3 - Accumulated deficit     (249.0) (128.6) (58.6) (13.1) (7.6) (4.3) (164.2) Total stockholders'/members’ equity   1,544.9 1,544.6 954.0 997.8 999.6 981.4 138.2 Total liabilities, redeemable units and stockholders’/members’ equity   $1,914.8 $1,914.4 $1,606.3 $1,569.7 $1,422.0 $1,394.6 $327.5                                                 Subtotals in the schedule above may not foot due to rounding.                


Slide 16

          Successor Predecessor   ($M)         Nine months ended September 30, 2021 April 13 to September 30, 2020 Six months ended June 30, 2021 April 13 to June 30, 2020 January 1 to May 14, 2020 2019 FY                                             CASH FLOWS FROM OPERATING ACTIVITIES               Net loss         (199.2) (7.6) (78.7) (4.3) (24.9) 5.7 Adjustments to reconcile net loss to net cash (used in) provided by operating activities:               Depreciation and amortization     38.8 16.3 25.0 5.4 3.3 6.1 Stock and unit-based compensation   150.8 0.9 30.1 0.3 - 0.1 Deferred income taxes     - 2.9 - 2.9 (2.3) 1.8 Loss on debt extinguishment     5.6 3.1 5.6 3.1 - - Amortization of debt issue costs     1.5 0.4 1.1 0.1 0.2 0.7 Loss (gain) on remeasurement of contingent consideration   1.5 (0.0) 0.6 0.1 (0.3) (0.2) Endowment of shares to LifeStance Health Foundation   9.0 - 9.0 -     Change in operating assets and liabilities, net of businesses acquired:               Patient accounts receivable     (20.7) (4.9) (11.8) (2.5) (5.1) (5.8) Prepaid expenses and other current assets   (32.9) (6.5) (15.0) (4.4) (4.5) (2.2) Accounts payable       (4.6) 1.1 2.3 0.9 (1.6) 2.5 Accrued payroll expenses     15.9 1.5 9.6 (3.8) 8.8 5.2 Other accrued expenses     13.1 (33.1) 15.3 (35.0) 40.0 3.2 Net cash (used in) provided by operating activities   ($21.2) ($26.1) ($7.0) ($37.3) $13.4 $17.0                       CASH FLOWS FROM INVESTING ACTIVITIES               Purchases of property and equipment   (55.8) (14.7) (31.8) (5.1) (12.8) (14.3) Acquisition of Predecessor, net of cash acquired   - (646.7) - (643.7) - - Acquisitions of businesses, net of cash acquired   (58.7) (30.1) (39.1) (22.4) (12.3) (59.1) Net cash used in investing activities   ($114.5) ($691.5) ($70.9) ($671.2) ($25.1) ($73.4)                       CASH FLOWS FROM FINANCING ACTIVITIES               Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs 548.9 - 554.2 - - - Issuance of common units to new investors   1.0 21.0 1.0 - - - Contributions from Members related to acquisition of Predecessor   - 633.6 - 633.6 - - Repurchase of Series A redeemable convertible preferred units   - - - - (1.0) - Proceeds from long-term debt     98.8 235.9 98.8 235.9 74.4 55.9 Payments of debt issue costs     (2.4) (6.4) (2.4) (6.4) (0.7) (2.0) Payments of long-term debt     (311.1) (139.1) (310.7) (138.5) (18.2) (0.5) Payments of contingent consideration   (6.3) (2.3) (5.6) (2.2) (19.1) (5.0) Net cash provided by financing activities   $329.0 $742.6 $335.3 $722.3 $35.4 $48.5                       NET INCREASE IN CASH AND CASH EQUIVALENTS   $193.3 $25.1 $257.4 $13.8 $23.7 ($7.9) Cash and Cash Equivalents - Beginning of period   18.8 - 18.8 - 3.5 11.3 CASH AND CASH EQUIVALENTS – END OF PERIOD   $212.1 $25.1 $276.2 $13.8 $27.2 $3.5 GAAP Statement of Cash Flows