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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): March 10, 2022

 

 

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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On March 10, 2022, LifeStance Health Group, Inc. ("LifeStance Health Group") issued a press release announcing its results of operations for the fourth quarter and full year ended December 31, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit		Description
99.1		Press Release dated March 10, 2022.
99.2		Slide presentation providing supplemental information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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:	March 10, 2022	By:	/s/ J. Michael Bruff
			J. Michael Bruff Chief Financial Officer (principal financial and accounting officer)

 

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Exhibit 99.1

 

Investor Relations Contact

Monica Prokocki

VP of Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports Fourth Quarter and Full Year 2021 Results

 

SCOTTSDALE, Ariz. – March 10, 2022 – LifeStance Health Group, Inc. (NASDAQ: LFST), one of the nation’s largest providers of outpatient mental health care, today announced financial results for the fourth quarter and full year ended December 31, 2021.

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

2021 Highlights and 2022 Outlook

 

"2021 was a milestone year for LifeStance,” said Michael Lester, Chairman and CEO of LifeStance. “We were able to successfully drive significant topline growth and rapidly expand our clinician population. Our ability to deliver is a testament to our team, the strength of our strategic vision and the flexibility of our profitable hybrid model. I am pleased with our 2021 performance, and excited about our continued ability to help more people lead healthier, more fulfilling lives by improving access to trusted, affordable, and personalized mental healthcare."

Financial Highlights
		Successor																					Predecessor
		Q4 2021				Q4 2020				Y/Y				FY 2021				April 13 to December 31, 2020					January 1 to May 14, 2020				Y/Y1
(in millions)
Total revenue		$	190.1			$	118.1				61	%		$	667.5			$	265.5				$	111.7				77	%
(Loss) income from operations			(113.8	)			3.9				(3,018	%)			(286.4	)			6.7					8.7
Center Margin			54.2				39.0				39	%			201.5				86.3					32.9				69	%
Net (loss) income and    comprehensive (loss) income			(108.0	)			(5.5	)			1,864	%			(307.2	)			(13.1	)				(24.9	)
Adjusted EBITDA			11.4				16.5				(31	%)			49.2				37.5					12.7				(2	%)
As % of Total Revenue:
(Loss) income from operations			(59.9	%)			3.3	%							(42.9	%)			2.5	%				7.8	%
Center Margin			28.5	%			33.0	%							30.2	%			32.5	%				29.5	%
Net (loss) income and    comprehensive (loss) income			(56.8	%)			(4.7	%)							(46.0	%)			(4.9	%)				(22.3	%)
Adjusted EBITDA			6.0	%			13.9	%							7.4	%			14.1	%				11.4	%

 

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

 

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Strategy and Key Developments

In 2021, LifeStance took the following actions to support the Company's strategy to expand into new markets, build market density and offer a technology-enabled experience for our patients and clinicians including:

Balance Sheet, Cash Flow and Capital Allocation

LifeStance provided $9.4 million cash flow from operations during 2021, which included IPO-related payments and interest payments on long-term debt.

The company ended the fourth quarter with cash of $148.0 million, net long-term debt of $157.4 million and full availability of its $20.0 million revolving credit facility.

2022 Guidance

LifeStance is reiterating its preliminary outlook for 2022 revenue growth rate in the low 30s and Adjusted EBITDA dollar growth rate on pace with, or slightly greater than, revenue. The company expects full year revenue of $865 to $885 million, Center Margin of $240 to $255 million, and Adjusted EBITDA of $63 to $67 million.

 

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For the first quarter of 2022, the company expects total revenue of $195 to $200 million, Center Margin of $50 to $54 million, and Adjusted EBITDA of $7 to $10 million. This reflects an estimated revenue impact from Omicron in the range of $3 to $7 million in the first quarter.

“Our 2022 guidance reflects our continued confidence in our ability to execute on our profitable growth strategy, significantly expand our clinician population, and deliver best-in-class outpatient mental health services,” said Lester. “Our unique hybrid model provides competitive advantages in meeting patient and clinician needs, as well as operational flexibility. While we believe the long-term mix of virtual versus in-person visits will be around 50/50, our mix of telehealth visits is currently over 80%. Therefore, we plan to strategically moderate our de novo center openings in the second half of 2022 to improve profitability. We expect to open 80 to 90 de novo centers this year, compared to over 100 last year. Given the flexibility of our hybrid model, we can flex the pace of physical location expansion based on current and projected patient and clinician demand for in-person visits, while continuing to aggressively grow our total clinician base, which is the primary driver of revenue growth. LifeStance is uniquely positioned to support patients both in-person and virtually, and we believe that this is a significant advantage for our patients, for our clinicians and for our shareholders.”

Footnotes:

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, March 10, at 4:30 p.m. Eastern Time to discuss fourth quarter and full year 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 7577495 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 approximately 4,800 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 32 states and approximately 500 centers. To learn more, please visit www.LifeStance.com.

We routinely post information that may be important to investors on the “Investor Relations” section of our website at investor.lifestance.com. We encourage investors and potential investors to consult our website regularly for important information about us.

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 full-year and first-quarter guidance, 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

 

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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” included in the reports we have filed or will file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021. 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 the first quarter of 2022 and full year 2022 are calculated in a manner consistent with the historical presentation of these measures at the end of this release. Reconciliation for the forward-looking first quarter of 2022 and full year 2022 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. As such, 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

 

 

 

 

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CONSOLIDATED BALANCE SHEETS

(In thousands, except for par value)

 

 

 

		Successor
		December 31, 2021				December 31, 2020
CURRENT ASSETS
Cash and cash equivalents		$	148,029			$	18,829
Patient accounts receivable, net			76,078				43,706
Prepaid expenses and other current assets			42,413				13,745
Total current assets			266,520				76,280
NONCURRENT ASSETS
Property and equipment, net			152,242				59,349
Intangible assets, net			300,355				332,796
Goodwill			1,204,544				1,098,659
Deposits			3,448				2,647
Total noncurrent assets			1,660,589				1,493,451
Total assets		$	1,927,109			$	1,569,731
LIABILITIES, REDEEMABLE UNITS AND STOCKHOLDERS'/MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	14,152			$	7,688
Accrued payroll expenses			60,002				38,024
Other accrued expenses			26,510				14,685
Current portion of contingent consideration			14,123				10,563
Other current liabilities			1,965				4,961
Total current liabilities			116,752				75,921
NONCURRENT LIABILITIES
Long-term debt, net			157,416				362,534
Other noncurrent liabilities			50,325				11,363
Contingent consideration, net of current portion			3,307				5,851
Deferred tax liability, net			54,281				81,226
Total noncurrent liabilities			265,329				460,974
Total liabilities		$	382,081			$	536,895
COMMITMENT AND CONTINGENCIES (see Note 18)
REDEEMABLE UNITS
Redeemable Class A units – 0 and 35,000 units authorized, issued and outstanding as of December 31,    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 December 31,    2021 and December 31, 2020, respectively			—				959,563
Common units A-2 – 0 and 49,946 units authorized, issued and outstanding as of December 31, 2021    and December 31, 2020, respectively			—				49,946
Common units B – 0 and 179,000 units authorized as of December 31, 2021 and December 31, 2020,    respectively; 0 units issued and outstanding as of December 31, 2021 and December 31, 2020			—				—
Preferred stock – par value $0.01 per share; 25,000 and 0 shares authorized as of December 31, 2021    and December 31, 2020, respectively; 0 shares issued and outstanding as of December 31, 2021 and    December 31, 2020			—				—
Common stock – par value $0.01 per share; 800,000 and 0 shares authorized as of December 31, 2021    and December 31, 2020, respectively; 374,255 and 0 shares issued and outstanding as of    December 31, 2021 and December 31, 2020, respectively			3,743				—
Additional paid-in capital			1,898,357				1,452
Accumulated deficit			(357,072	)			(13,125	)
Total stockholders'/members’ equity			1,545,028				997,836
Total liabilities, redeemable units and stockholders’/members’ equity		$	1,927,109			$	1,569,731

 

 

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

(In thousands, except for Net Loss per Share)

 

		Successor									Predecessor
		Year Ended December 31, 2021				April 13 to December 31, 2020*					January 1 to May 14, 2020				Year Ended December 31, 2019
TOTAL REVENUE		$	667,511			$	265,556				$	111,661			$	212,518
OPERATING EXPENSES
Center costs, excluding    depreciation and amortization    shown separately below			466,003				179,264					78,777				150,122
General and administrative    expenses			433,725				51,841					20,854				41,060
Depreciation and amortization			54,136				27,710					3,335				6,095
Total operating expenses		$	953,864			$	258,815				$	102,966			$	197,277
(LOSS) INCOME FROM    OPERATIONS		$	(286,353	)		$	6,741				$	8,695			$	15,241
OTHER INCOME (EXPENSE)
(Loss) gain on remeasurement    of contingent consideration			(2,610	)			(576	)				322				229
Transaction costs			(3,762	)			(3,937	)				(33,247	)			(2,186	)
Interest expense			(38,911	)			(19,112	)				(3,020	)			(5,409	)
Other expense			(1,469	)			(263	)				(14	)			—
Total other expense		$	(46,752	)		$	(23,888	)			$	(35,959	)		$	(7,366	)
(LOSS) INCOME BEFORE    INCOME TAXES			(333,105	)			(17,147	)				(27,264	)			7,875
INCOME TAX BENEFIT    (PROVISION)			25,908				4,022					2,319				(2,206	)
NET (LOSS) INCOME AND    COMPREHENSIVE (LOSS)    INCOME		$	(307,197	)		$	(13,125	)			$	(24,945	)		$	5,669
Accretion of Redeemable Class    A units			(36,750	)			—					—				—
Accretion of Series A-1    redeemable convertible    preferred units (Note 12)			—				—					(272,582	)			(62,975	)
Cumulative dividend on Series    A redeemable convertible    preferred units (Note 12)			—				—					(662	)			(1,598	)
NET LOSS AVAILABLE TO    COMMON    STOCKHOLDERS/MEMBERS		$	(343,947	)		$	(13,125	)			$	(298,189	)		$	(58,904	)
NET LOSS PER SHARE, BASIC    AND DILUTED			(1.05	)			(0.04	)
Weighted-average shares used to    compute basic and diluted net    loss per share			327,523				302,335

 

* 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 Health, LLC by affiliates of TPG Inc. (the "TPG Acquisition"), which were not significant. Earnings from April 13 to May 14 were reflected in the Predecessor 2020 Period.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Successor									Predecessor
		Year Ended December 31, 2021				April 13 to December 31, 2020*					January 1 to May 14, 2020				Year Ended December 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(307,197	)		$	(13,125	)			$	(24,945	)		$	5,669
Adjustments to reconcile net (loss) income to net cash    provided by (used in) operating activities:
Depreciation and amortization			54,136				27,710					3,335				6,095
Stock and unit-based compensation			259,439				1,452					—				54
Deferred income taxes			(26,945	)			(4,156	)				(2,345	)			1,760
Loss on debt extinguishment			14,440				3,066					—				—
Amortization of debt issue costs			1,797				759					215				707
Loss (gain) on remeasurement of contingent consideration			2,610				576					(322	)			(229	)
Endowment of shares to LifeStance Health Foundation			9,000				—					—				—
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable			(24,213	)			(8,183	)				(5,122	)			(5,759	)
Prepaid expenses and other current assets			(29,121	)			(1,101	)				(4,526	)			(2,233	)
Accounts payable			623				2,467					(1,638	)			2,535
Accrued payroll expenses			15,265				58					8,753				5,201
Other accrued expenses			39,586				(31,492	)				40,031				3,248
Net cash provided by (used in) operating activities			9,420				(21,969	)				13,436				17,048
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment			(94,492	)			(25,262	)				(12,804	)			(14,314	)
Acquisition of Predecessor, net of cash acquired			—				(646,694	)				—				—
Acquisitions of businesses, net of cash acquired			(99,584	)			(164,135	)				(12,274	)			(59,061	)
Net cash used in investing activities			(194,076	)			(836,091	)				(25,078	)			(73,375	)
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				392,064					74,350				55,938
Payments of debt issue costs			(2,360	)			(8,684	)				(650	)			(1,964	)
Payments of long-term debt			(311,390	)			(156,785	)				(18,222	)			(488	)
Prepayment for debt paydown			(8,820	)			—					—				—
Payments of contingent consideration			(12,279	)			(4,291	)				(19,093	)			(5,023	)
Net cash provided by financing activities			313,856				876,889					35,385				48,463
NET INCREASE IN CASH AND CASH EQUIVALENTS			129,200				18,829					23,743				(7,864	)
Cash and Cash Equivalents - Beginning of period			18,829				—					3,481				11,345
CASH AND CASH EQUIVALENTS – END OF PERIOD		$	148,029			$	18,829				$	27,224			$	3,481
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest		$	22,415			$	14,292				$	2,857			$	4,582
Cash paid for taxes		$	1,093			$	221				$	25			$	254
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND    FINANCING ACTIVITIES
Equipment financed through capital leases		$	1,438			$	109				$	415			$	787
Contingent consideration incurred in acquisitions of businesses		$	10,685			$	10,220				$	3,788			$	22,868
Acquisition of property and equipment included in liabilities		$	15,845			$	4,465				$	2,718			$	1,249
Issuance of Series A redeemable convertible preferred units for    acquisitions of businesses		$	—			$	—				$	—			$	5,770
Issuance of common units for convertible promissory note conversion		$	—			$	511				$	—			$	—
Issuance of common units for acquisitions of businesses		$	1,486			$	7,590				$	—			$	—
Taxes related to net share settlement of equity awards    included in liabilities		$	441			$	—				$	—			$	—

 

* 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.

 

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RECONCILIATION OF (LOSS) INCOME FROM OPERATIONS TO CENTER MARGIN

 

		Successor									Predecessor
		Year Ended December 31, 2021				April 13 to December 31, 2020					January 1 to May 14, 2020				Year Ended December 31, 2019
(in thousands)
(Loss) income from operations		$	(286,353	)		$	6,741				$	8,695			$	15,241
Adjusted for:
Depreciation and amortization			54,136				27,710					3,335				6,095
General and administrative    expenses (1)			433,725				51,841					20,854				41,060
Center Margin		$	201,508			$	86,292				$	32,884			$	62,396

 

RECONCILIATION OF NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME TO ADJUSTED EBITDA

 

		Successor									Predecessor
		Year Ended December 31, 2021				April 13 to December 31, 2020					January 1 to May 14, 2020				Year Ended December 31, 2019
(in thousands)
Net (loss) income and comprehensive    (loss) income		$	(307,197	)		$	(13,125	)			$	(24,945	)		$	5,669
Adjusted for:
Interest expense			38,911				19,112					3,020				5,409
Depreciation and amortization			54,136				27,710					3,335				6,095
Income tax (benefit) provision			(25,908	)			(4,022	)				(2,319	)			2,206
Loss (gain) on remeasurement    of contingent consideration			2,610				576					(322	)			(229	)
Stock and unit-based    compensation expense			259,439				1,452					—				54
Management fees (1)			1,445				142					14				—
Loss on disposal of assets			24				121					—				—
Transaction costs (2)			3,762				3,937					33,247				2,186
Offering related costs (3)			8,747				—					—				—
Endowment to the LifeStance    Health Foundation			10,000				—					—				—
Other expenses (4)			3,185				1,567					635				3,010
Adjusted EBITDA		$	49,154			$	37,470				$	12,665			$	24,400