0000950170-22-004096 | 10-K | XBRL Viewer | Lifestance Health Group INC

Schedule Of Business Combination Consideration Transferred

Total consideration transferred consisted of the following:


Cash consideration	$	670,941
Class A-1 units		345,978
Class A-2 units		35,845
Total consideration transferred	$	1,052,764

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


	Successor				Predecessor
Allocation of Purchase Price	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Cash	$	4,718	$	5,573	$	238
Patient accounts receivable		6,954		10,371		1,344
Property and equipment		887		1,948		234
Prepaid expenses and other current assets		428		3,415		68
Deposits		201		521		87
Intangible assets		6,601		11,766		2,080
Goodwill		107,999		169,024		14,099
Total assets acquired		127,788		202,618		18,150
Total liabilities assumed		10,088		15,100		1,493
Fair value of net assets	$	117,700	$	187,518	$	16,657

Schedule of Acquired Intangible Assets

The following table summarizes the fair values of acquired intangible assets as of the date of the TPG Acquisition:


	Amount		Useful Life
Trade names – Corporate	$	235,500	22.5 years
Trade names – Regional		22,900	5 years
Non-competition agreements – Executives		77,500	4 years
Non-competition agreements – Providers		8,400	5 years
Total intangible assets	$	344,300

Schedule Of Unaudited Pro Forma Revenue and Net Loss

The Company’s unaudited pro forma revenue and net loss for the years ended December 31, 2020 and 2019 below have been prepared as if the TPG Acquisition occurred on January 1, 2019.


	Year ended December 31, 2020			Year ended December 31, 2019
Revenue	$	377,217		$	212,518
Net loss	$	(26,727	)	$	(52,463	)

T P G Acquisition

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


Allocation of Purchase Price	Amount
Cash	$	27,224
Patient accounts receivable		25,152
Property and equipment		34,813
Prepaid expenses and other current assets		9,590
Deposits		1,766
Intangible assets		344,300
Goodwill		926,658
Total assets acquired		1,369,503
Accounts payable		3,456
Accrued payroll expenses		25,739
Other accrued expenses		48,655
Current portion of contingent consideration		5,861
Other current liabilities		1,848
Long-term debt, net		135,006
Other noncurrent liabilities		9,617
Contingent consideration, net of current portion		4,048
Deferred tax liability, net		82,509
Total liabilities assumed		316,739
Fair value of net assets	$	1,052,764

Redeemable Convertible Preferred Units (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Summary of Preferred Units Prior to the TPG Acquisition

The table below includes the number of authorized units and issued units, as well as the issuance price, liquidation preference and initial carrying amount of the Preferred Units immediately prior to the TPG Acquisition which occurred on May 14, 2020.


	Year of Issuance	Authorized Units		Issued Units		Issuance Price per Unit		Liquidation Preference		Initial Carrying Amount
Unit Series
Series A-1	2017		110,898		87,000	$	1.00	$	106,978	$	87,000
	2018		110,898		22,838		1.00		26,568		22,838
					109,838			$	133,546	$	109,838
Series A	2017		23,600		11,741	$	1.00	$	14,504	$	11,741
	2018		23,600		1,500		1.50		2,536		2,250
	2019		23,600		2,885		2.00		6,276		5,770
					16,126			$	23,316	$	19,761


	Year of Issuance	Authorized Units		Issued Units		Issuance Price per Unit		Liquidation Preference		Initial Carrying Amount
Unit Series
Series A-1	2017		110,898		87,000	$	1.00	$	103,957	$	87,000
	2018		110,898		22,838		1.00		25,831		22,838
					109,838			$	129,788	$	109,838
Series A	2017		23,600		11,741	$	1.00	$	14,096	$	11,741
	2018		23,600		1,833		1.50		3,006		2,750
	2019		23,600		2,885		2.00		6,102		5,770
					16,459			$	23,204	$	20,261

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Total	$ 171,768	$ 63,781
Less: Accumulated depreciation	(19,526)	(4,432)
Total property and equipment, net	152,242	59,349
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Total	87,807	39,586
Computers and Peripherals [Member]
Property Plant And Equipment [Line Items]
Total	22,038	5,749
Furniture, Fixtures and Equipment [Member]
Property Plant And Equipment [Line Items]
Total	20,286	8,726
Medical Equipment [Member]
Property Plant And Equipment [Line Items]
Total	1,018	2,143
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Total	$ 40,619	$ 7,577

Long-Term Debt - Summary of Future Principal Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 1,323
2023	1,323
2024	1,323
2025	1,323
2026	155,938
Total	$ 161,230	$ 373,820

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

Commitments and Contingencies

Stockholders' Equity Members' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended	12 Months Ended
	Jun. 14, 2021	Jun. 09, 2021	Dec. 31, 2020	Dec. 31, 2021	May 14, 2020	Apr. 13, 2020	Dec. 31, 2019
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares			1,044,509,000	1,687,000
Common Stock, Shares Authorized			0	800,000,000			249,805,000
Common Stock, par value			$ 0.01	$ 0.01
Fair Value Of Mezzanine Equity		$ 36,750
Conversion of Stock				723,267,000
Common Unit, Outstanding			1,044,509,000	374,255,000		0
Preferred Stock, Shares Authorized			0	25,000,000
Preferred Stock, par value			$ 0.01	$ 0.01
Preferred Stock, Shares Outstanding			0	0
Redeemable Class A Unit
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares			35,000,000	0
Conversion of Stock				(35,000,000)
Common Unit, Redeemable					35,000,000
Common Unit, Outstanding			35,000,000	0		0
Redeemable Class A Unit \| Chief Executive Officer
Subsidiary Sale Of Stock [Line Items]
Shares, Issued					35,000,000
Common Stock [Member]
Subsidiary Sale Of Stock [Line Items]
Conversion of Stock		10,234,000		340,849,000
Common Unit, Outstanding				374,255,000		0
Class A-1 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares			959,563,000	0
Conversion of Stock				(959,563,000)
Common Unit, Outstanding			959,563,000	0	345,978,000	0
Class A-2 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares			49,946,000	1,687,000
Conversion of Stock				(51,633,000)
Common Unit, Outstanding			49,946,000	0	35,845,000	0
I P O
Subsidiary Sale Of Stock [Line Items]
Shares offering, price per share				$ 18.00
Preferred Stock, Shares Authorized					25,000,000
Preferred Stock, par value					$ 0.01
Preferred Stock, Shares Outstanding					0
I P O \| Common Stock [Member]
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares				32,800,000
I P O \| Minimum
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				1,000
I P O \| Maximum
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				800,000,000
Lifestance \| I P O
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares	32,800,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

NOTE 18 COMMITMENTS AND CONTINGENCIES

Contingent Consideration

For the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), there were post-close payments contingent on the future performance of its recently acquired targets achieving certain agreed upon performance metrics. Contingent consideration is recorded at fair value and was recognized in the purchase price allocation (see Note 4) of the acquired companies.

The following table presents changes to the Company’s contingent consideration balance:


	Successor						Predecessor
	December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Beginning balance	$	16,414		$	—		$	25,536
Additions related to TPG Acquisition		—			9,909			—
Additions related to acquisitions		10,685			10,220			3,788
Payments of contingent consideration		(12,279	)		(4,291	)		(19,093	)
Loss (gain) on remeasurement		2,610			576			(322	)
Ending balance	$	17,430		$	16,414		$	9,909

Leases with Third Parties

The Company leases its office facilities under operating leases expiring through 2031. The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total third-party rent expense amounted to as follows in the consolidated statements of income/(loss) and comprehensive income/(loss):


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Center costs, excluding depreciation and amortization	$	31,725	$	11,062	$	4,082	$	7,035
General and administrative expenses		905		316		128		475
Total rent expense	$	32,630	$	11,378	$	4,210	$	7,510

A summary of non-cancellable future minimum third-party operating lease payments under these leases is as follows:


Year Ended December 31,	Amount
2022	$	46,245
2023		45,805
2024		42,154
2025		38,639
2026		33,494
Thereafter		44,802
Total	$	251,139

Professional Liability Insurance

The medical malpractice insurance coverage is subject to a $2,000 per claim limit and an annual aggregate limit of $4,000 per clinician. 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, which are expected to exceed malpractice insurance coverage limits as of December 31, 2021 and 2020 (Successor).

Health Care Industry

The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government health care

program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violation of these laws and regulations could result in expulsion from government health care programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed.

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

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

In response to the COVID-19 pandemic, state and federal regulatory authorities loosened or removed a number of regulatory requirements in order to increase the availability of telehealth services. For example, many state governors issued executive orders permitting physicians and other health care professionals to practice in their state without any additional licensure or by using a temporary, expedited or abbreviated licensure process so long as they hold a valid license in another state. In addition, changes were made to the Medicare and Medicaid programs (through waivers and other regulatory authority) to increase access to telehealth services by, among other things, increasing reimbursement, permitting the enrollment of out of state providers and eliminating prior authorization requirements. It is uncertain how long these COVID-19 related regulatory changes will remain in effect and whether they will continue beyond this public health emergency period. Management does not believe that the Company’s operations or results will be materially adversely affected by a return to the status quo from a regulatory perspective.

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. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have material adverse effect on the financial condition, results of operations, or cash flows of the Company.

In March 2020, the Company received a Civil Investigative Demand from the U.S. Attorney’s Office of the Northern District of Georgia involving an investigation of a laboratory arrangement. The Company does not believe that it is a target of the investigation or that there is any material exposure based on its internal review. The Company does not know how the investigation will be resolved, to what extent it may be expanded, or whether the Company or its employees will be subject to further investigation, enforcement action or related penalties that could have a material adverse effect on its business, results of operations and financial condition.

Total Revenues (Tables)

12 Months Ended

Dec. 31, 2021

Disaggregation Of Revenue [Abstract]

Schedule of revenue from patients and third - party payors

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


	Successor
	Year Ended December 31, 2021					April 13 to December 31, 2020
	Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	601,850		90	%	$	236,649		89	%
Government		29,436		5	%		12,662		5	%
Self-pay		28,915		4	%		11,099		4	%
Total patient service revenue		660,201		99	%		260,410		98	%
Nonpatient service revenue		7,310		1	%		5,146		2	%
Total	$	667,511		100	%	$	265,556		100	%


	Predecessor
	January 1 to May 14, 2020					Year Ended December 31, 2019
	Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	98,146		88	%	$	180,242		85	%
Government		5,411		5	%		12,616		6	%
Self-pay		4,821		4	%		11,179		5	%
Total patient service revenue		108,378		97	%		204,037		96	%
Nonpatient service revenue		3,283		3	%		8,481		4	%
Total	$	111,661		100	%	$	212,518		100	%

Schedule of percentage of revenue from insurance companies

Among the commercial payors, five insurance companies comprise the following percentages of revenues:


	Successor						Predecessor
	Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020			Year Ended December 31, 2019
Top five commercial payors		55	%		68	%		67	%		64	%
Top one payor		19	%		22	%		23	%		21	%
Top two payor		14	%		19	%		19	%		18	%
Top three payor		—			13	%		11	%		11	%

Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Goodwill

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


	Amount
Beginning balance as of April 13, 2020 (Successor)	$	—
TPG Acquisition (Note 3)		926,658
Measurement period adjustment (Note 3)		2,977
Business acquisitions (Note 4)		169,024
Ending balance as of December 31, 2020 (Successor)	$	1,098,659
Business acquisitions (Note 4)		107,999
Measurement period adjustments		(2,114	)
Ending balance as of December 31, 2021 (Successor)	$	1,204,544

Retirement Plans - Additional Information (Details)	12 Months Ended
Retirement Plans - Additional Information (Details)	Dec. 31, 2021
Compensation And Retirement Disclosure [Abstract]
Retirement benefits, description	The Company 401(k) Plan provides for a 401(k) matching program under which the Company will match 100% of the employees’ contribution up to 3% of the employees’ compensation, plus 50% of salary deferrals between 3% and 5% of employees’ compensation. The matching contribution is subject to certain eligibility and vesting conditions.

Income Taxes - Components of Income Tax Provision (Detail) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current income tax provision, Federal	$ 0	$ 0	$ 0	$ 0
Current income tax provision, State	251	429	977	356
Current income tax provision	251	429	977	356
Deferred income tax provision, Federal	(1,592)	(3,239)	(19,559)	1,810
Deferred income tax provision, State	(978)	(1,212)	(7,326)	40
Deferred income tax provision	(2,570)	(4,451)	(26,885)	1,850
Total income tax (benefit) provision	$ (2,319)	$ (4,022)	$ (25,908)	$ 2,206

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Summary of the Significant Assumptions Used for the Fair Value Measurement of the Contingent Consideration Liability

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

ACQUISITIONS

NOTE 4 ACQUISITIONS

During the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), the Company completed the acquisitions of 24, 17, and 6, outpatient mental health practices, respectively. 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 acquisition date.

Total consideration transferred for these acquisitions consisted of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Cash consideration	$	105,203	$	169,708	$	12,369
Cash consideration to be paid		326		—		—
Contingent consideration, at initial fair value		10,685		10,220		3,788
Class A-2 common units1		1,486		7,590		—
Debt consideration		—		—		500
Total consideration transferred	$	117,700	$	187,518	$	16,657

(1)

Excludes 511 Class A-2 common units related to the promissory note (see “Debt consideration”) issued during the Predecessor 2020 Period that was subsequently converted to equity during the Successor 2020 Period.

The results of the acquired business have been included in the Company’s consolidated financial statements beginning after their acquisition date. It is impracticable to provide historical supplemental pro forma financial information along with revenue and earnings subsequent to the acquisition date for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees were integrated within the Company shortly after closing and are not operating as a discrete entity within the Company’s organizational structure.

Fair Values of Assets Acquired and Liabilities Assumed

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


	Successor				Predecessor
Allocation of Purchase Price	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Cash	$	4,718	$	5,573	$	238
Patient accounts receivable		6,954		10,371		1,344
Property and equipment		887		1,948		234
Prepaid expenses and other current assets		428		3,415		68
Deposits		201		521		87
Intangible assets		6,601		11,766		2,080
Goodwill		107,999		169,024		14,099
Total assets acquired		127,788		202,618		18,150
Total liabilities assumed		10,088		15,100		1,493
Fair value of net assets	$	117,700	$	187,518	$	16,657

The fair value of assets and liabilities other than intangible assets approximate the carrying amount as of acquisition dates.

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


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Regional trade names (1)	$	3,940	$	7,577	$	1,721
Non-competition agreements (2)		2,661		4,189		359
Total	$	6,601	$	11,766	$	2,080

(1)

Useful lives for 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 including Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) measures and employee retention and growth (see Note 8).

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


	Successor				Predecessor
Contingent consideration	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Maximum contingent consideration based on acquisition agreements	$	13,007	$	19,038	$	4,336

Goodwill

Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. 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.

Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) Activity (Details) - Restricted Stock Award - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding	0
Converted	30,766,000
Vested	7,265,000
Outstanding	23,501,000	23,501,000
Outstanding	$ 0
Converted	11.98
Granted	0	$ 0
Vested	11.98
Outstanding	$ 11.98	$ 11.98

Related Party Transactions - Schedule of Related Party Rent Expenses (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Related Party Transactions [Abstract]
Rent expense	$ 388	$ 659	$ 2,763	$ 2,462

Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	10 years
Furniture Fixtures And Equipment \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Furniture Fixtures And Equipment \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years
Computers And Peripherals
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Medical Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years

Stock And Unit-Based Compensation - Additional Information (Details) $ in Thousands	1 Months Ended	4 Months Ended	12 Months Ended
	Aug. 31, 2021 shares	May 14, 2020 USD ($)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Jun. 09, 2021 shares	Apr. 13, 2020 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense \| $			$ 221,823
Unrecognized compensation expense, weighted-average period			1 year 7 months 6 days
Class B Profits Interests Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock \| shares						152,865,000
Units Outstanding \| shares			0	143,343,000			0
Units outstanding fair value \| $				$ 1,015,392
Maximum \| Class B Profits Interests Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock \| shares						179,190,000
2021 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, description	January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate.
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period \| shares	6,817,000
Percentage Of Purchase Price	85
2021 Employee Stock Purchase Plan [Member] \| Common Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock Issued During Period, Shares, Employee Stock Purchase Plans \| shares			0
2021 Employee Stock Purchase Plan [Member] \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock \| shares	42,500,000
Percentage Of Deduction On Payroll	15
Two Thousand Twenty One Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock \| shares			47,037,000
Share-based compensation arrangement by share-based payment award, description			The share pool will automatically increase on January 1 of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year.
Class C Units And Class A Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense \| $		$ 0
Class C Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense \| $					$ 54
Class A Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense \| $					$ 0
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense \| $			$ 258,304
Restricted Stock Units (RSUs) \| Class B Profits Interests Units \| I P O
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock compensation expense \| $			$ 258,304

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS' / MEMBERS' EQUITY - USD ($) $ in Thousands	Total	T P G Acquisition	I P O [Member]	Class A Redeemable Units [Member]	Class A Redeemable Units [Member] T P G Acquisition	Class A-1 Common Units [Member]	Class A-1 Common Units [Member] T P G Acquisition	Class A-2 Common Units [Member]	Class A-2 Common Units [Member] T P G Acquisition	Class B Common Units [Member]	Series A Redeemable Convertible Preferred Units	Series A1 Redeemable Convertible Preferred Units	Class A Common Units	Class C Common Units	Common Stock [Member]	Common Stock [Member] I P O [Member]	Common Stock [Member] Class A-1 Common Units [Member]	Common Stock [Member] Class A-2 Common Units [Member]	Common Stock [Member] Class B Common Units [Member]	Common Stock [Member] Class A Common Units	Common Stock [Member] Class C Common Units	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] I P O [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2018	$ (109,103)																			$ 3	$ 0	$ 0		$ (109,106)
Temporary Equity, Shares Outstanding at Dec. 31, 2018											13,574,000	109,838,000
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2018											$ 14,491	$ 219,677
Shares, Outstanding at Dec. 31, 2018													25,252,000	4,955,000
Net income (loss)	5,669																							5,669
Issuance of common units for acquisitions of businesses	0
Issuance of Series A redeemable convertible preferred units for acquisitions of businesses											$ 5,770
Issuance of Series A redeemable convertible preferred units for acquisitions of businesses, shares											2,885,000
Exercise of unit-based awards shares																					25
Unit-based compensation expense	54																					54
Accretion of Redeemable Class A units	(62,975)											$ (62,975)										(54)		(62,921)
Issuance of common units for acquisitions of businesses	0
Balance at Dec. 31, 2019	(166,355)																			3	$ 0	0		(166,358)
Temporary Equity, Shares Outstanding at Dec. 31, 2019											16,459,000	109,838,000
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2019											$ 20,261	$ 282,652
Shares, Outstanding at Dec. 31, 2019													25,252,000	4,980,000
Net income (loss)	(24,945)																							(24,945)
Issuance of common units for acquisitions of businesses	0
Repurchases of Series A redeemable convertible preferred units	(500)										$ (500)													(500)
Repurchases of Series A redeemable convertible preferred units, shares											(333,000)
Accretion of Redeemable Class A units	(272,582)											$ (272,582)												(272,582)
Issuance of common units for acquisitions of businesses	0
Balance at May. 14, 2020	(464,382)																			$ 3	$ 0	0		(464,385)
Temporary Equity, Shares Outstanding at May. 14, 2020											16,126,000	109,838,000
Temporary Equity, Carrying Amount, Attributable to Parent at May. 14, 2020											$ 19,761	$ 555,234
Shares, Outstanding at May. 14, 2020													25,252,000	4,980,000
Balance at Apr. 13, 2020	0																$ 0	$ 0	$ 0			0		0
Temporary Equity, Shares Outstanding at Apr. 13, 2020				0
Temporary Equity, Carrying Amount, Attributable to Parent at Apr. 13, 2020				$ 0
Shares, Outstanding at Apr. 13, 2020						0		0		0
Net income (loss)	(13,125)																							(13,125)
Issuance of common units for acquisitions of businesses	7,590	$ 346,823			$ 35,000		$ 310,978	$ 7,590	$ 35,845
Issuance of common units for acquisitions of businesses, shares					35,000,000		310,978,000	7,590,000	35,845,000
Unit-based compensation expense	1,452																					1,452
Issuance of common units	$ 21,000	$ 633,585				$ 15,000	$ 633,585	$ 6,000
Issuance of common , Shares	1,044,509,000					15,000,000	633,585,000	6,000,000
Issuance of common units for acquisitions of businesses	$ 511							$ 511
Balance at Dec. 31, 2020	997,836														$ 0		959,563	49,946	0			1,452		(13,125)
Temporary Equity, Shares Outstanding at Dec. 31, 2020				35,000,000
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2020				$ 35,000
Shares, Outstanding at Dec. 31, 2020						959,563,000		49,946,000		0					0
Issuance of common units for convertible promissory note conversion								511,000
Net income (loss)	(307,197)																							(307,197)
Issuance of common units for acquisitions of businesses	1,486							$ 1,486
Issuance of common units for acquisitions of businesses, shares								725,000
Unit-based compensation expense	259,439																					259,439
Accretion of Redeemable Class A units	(36,750)			(36,750)																				(36,750)
Issuance of common units	$ 1,000		$ 548,905					$ 1,000								$ 328							$ 548,577
Issuance of common , Shares	1,687,000							962,000								32,800,000
Issuance of common units for acquisitions of businesses	$ 0
Vested Class B Profits Interest	17,920,000									17,920,000
Conversion of Redeemable Class A Units into common stock upon closing of initial public offering	$ 71,750			$ (71,750)											$ 102							71,648
Conversion of Redeemable Class A Units into common stock upon closing of initial public offering, Shares				(35,000,000)											10,234,000
Conversion of common units into common stock upon closing of initial public offering						$ (959,563)		$ (52,432)							$ 2,957							1,009,038
Conversion of common units into common stock upon closing of initial public offering, Shares						(959,563,000)		(51,633,000)							295,663,000
Conversion of vested Class B Profits Interests to common stock upon closing of initial public offering															$ 42							(42)
Conversion of vested Class Profits Interests to common stock upon closing of initial public offering,shares										(17,920,000)					4,186,000
Conversion of unvested Class B Profits Interests to restricted stock upon closing of initial public offering															$ 308							(308)
Conversion of Unvested Class Profits Interests to Common Stock Upon Closing of Initial Public Offering Share															30,766,000
Endowment of shares to the LifeStance Health Foundation	9,000														$ 5							8,995
Endowment of shares to the LifeStance Health Foundation, Shares															500,000
Issuance of common stock upon vesting of restricted stock units	$ (441)														$ 1							(442)
Issuance of common stock upon vesting of restricted stock units,shares	106,000														106,000
Balance at Dec. 31, 2021	$ 1,545,028														$ 3,743		$ 0	$ 0	$ 0			$ 1,898,357		$ (357,072)
Temporary Equity, Shares Outstanding at Dec. 31, 2021				0
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2021				$ 0
Shares, Outstanding at Dec. 31, 2021						0		0		0					374,255,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability:


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2021
Probability-weighted analysis	Probability	50% - 100%
based earn-outs (1)	Discount rate	8.60%

(1)

During the second quarter of 2021, all contingent consideration liabilities previously estimated using a Monte Carlo Simulation EBITDA based earn-out technique transitioned, as deemed appropriate due to the remaining timing of the contracts and materiality of the underlying balances, to a probability-weighted analysis based on projected outcomes.


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2020
Monte Carlo Simulation	Expected EBITDA	Acquisition specific
EBITDA based earn-outs	Discount rate	16.15% - 19.65%
	Counter-party risk premium	8.46% - 8.77%
	Volatility	50%

Probability-weighted analysis	Probability	25% - 100%
FTE based earn-outs	Discount rate	8.65% - 8.68%

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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


December 31, 2021 (Successor)	Level 1		Level 2		Level 3		Total
Financial Instrument
Contingent consideration liability	$	—	$	—	$	17,430	$	17,430


December 31, 2020 (Successor)	Level 1		Level 2		Level 3		Total
Financial Instrument
Contingent consideration liability	$	—	$	—	$	16,414	$	16,414

Acquisitions - Additional Information (Details) - Facility	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Business Combinations [Abstract]
Acquisitions of outpatient mental health practices	6	17	24

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the results of the Company, its wholly-owned subsidiaries, and variable interest entities in which the Company has an interest and is the primary beneficiary (see “Variable Interest Entities” below). Intercompany transactions and balances have been eliminated in consolidation.

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.

The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves.

Changes in estimates are made when circumstances warrant. Significant estimates and assumptions by management may affect total revenue impacted by variable consideration and discounts, price concessions, allowance for credit losses, the carrying value of long-lived assets (including goodwill and intangible assets), acquisition accounting, the calculation of a contingent liability in connection with an acquisition, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, payor settlements, contingencies, litigation and related legal accruals and the value attributed to employee stock and unit-based awards.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. That method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The consideration the Company transfers in exchange for the acquiree may also include equity interests which the Company records at fair value at closing of the transaction. Transaction costs incurred as a result of the acquisitions are expensed in the Company’s consolidated financial statements in the period incurred.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, and discount rates. Fair value estimates are based on the assumptions the Company believes a market participant would use in pricing the asset or liability.

Management’s estimates of fair value are based upon assumptions determined to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the estimates. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. The measurement period provides a reasonable period of time to determine the value of identifiable assets acquired, liabilities assumed, consideration transferred, equity interests, and goodwill. New information that gives rise to a measurement period adjustment should relate to events or circumstances existing at the acquisition date. Information pertaining to events that occur after the acquisition date are not measurement period adjustments. All changes that do not qualify as measurement period adjustments are included in current period earnings. The Company includes the results of all acquisitions in the consolidated financial statements from the date of acquisition.

Segment Information

The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single operating and reportable segment, mental health services, for all periods presented.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. Cash and cash equivalents consist of demand deposits held with financial institutions. Cash is stated at cost, which approximates fair value. The Company maintains cash balances at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the amounts on deposit may exceed the insured limit.

Total Revenue

Total revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients, third-party payors (including health insurers and government programs) and others and include variable consideration for retroactive adjustments due to settlement of audits, reviews and investigations. Generally, the Company bills patients and third-party payors several days after the services are performed. The Company has elected the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects the period between when service is transferred to a customer and when the customer pays for the service will be one year or less. Revenue is recognized as the related performance obligation is satisfied.

In patient revenue, the patient is the Company’s customer, and a signed patient treatment consent generally represents a written contract between the Company and the patient. Performance obligations are determined based on the nature of the services provided by the Company. Generally, the Company’s performance obligations are satisfied over time and relate to counselling sessions that are discrete in nature and commence and terminate at the discretion of the patient and thus each individual counselling session is a performance obligation. Revenue for performance obligations satisfied over time is recognized when the services are rendered based on the amount the Company expects to be entitled to for the services provided to the patient. The Company believes this method provides a faithful depiction of the transfer of services.

Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in Accounting Standards Codification (“ASC”) 606-10-50-14(A) and, therefore, is not required to disclose the aggregate amount of the transaction prices allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

The Company determined the underlying nature of the services provided are consistent irrespective of the payor type. Therefore, management assesses price concessions using a portfolio approach in its contracts with patients. The Company reports revenue net of price concessions related to contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy and/or implicit price concessions provided to patients. The differences between the price at which the Company expects to receive from patients and the standard billing rates, deemed implicit price concessions, are accounted for as contractual adjustments or discounts, which are deducted from gross revenue to arrive at net revenues. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and its historical experience.

Settlements with third-party payors for retroactive adjustments due to audits, review or investigations and disputes by either the Company or the third-party payors within the allowable specific timeframe are considered variable consideration and are included in the determination of estimated transaction price for providing patient services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as new information becomes available, or as years are settled or are no longer subject to such audits, reviews and investigations. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which vary in amount.

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and for those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient

service revenue in the period of the change. Adjustments arising from a change in the estimate of the transaction price were not material for all periods presented. Subsequent changes that are determined to be the result of an adverse change in the patient’s or third-party payor’s ability to pay are recorded as bad debt expense.

Services are occasionally provided to patients with a reduced ability to pay for their care. Therefore, the Company has determined it has provided implicit price concessions to patients who may be in need of financial assistance. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts the Company expects to collect based on its collection history with those patients. Patients who meet the Company’s criteria for discounted pricing are provided care at amounts less than established rates. Such amounts determined to be financial assistance are not reported as revenue.

Patient Accounts Receivable

Patient accounts receivable are carried at the original charge for the services provided adjusted for explicit and implicit price concessions, including allowances for contractual adjustments. Management regularly reviews data about the major payor sources of revenue in evaluating the sufficiency of the explicit and implicit price concessions. For receivables associated with services provided to patients who have third-party insurance coverage, the Company analyzes contractually due amounts and provides an allowance for contractual adjustments.

In evaluating the collectability of patient receivables, the Company analyzes its past history and identifies trends for each of its major payor sources of revenue to estimate the appropriate allowance for credit losses and provision for bad debts. Management determines the allowance for credit losses by identifying troubled accounts, by using historical experience applied to an aging of accounts, and by considering a patient’s financial history, credit history, and current economic conditions. Patient accounts receivable are written off as bad debt expense when deemed uncollectible. Recoveries of receivables previously written off are recorded as bad debt recoveries.

The Company grants credit without collateral to its patients, most of whom are insured under third-party payor agreements. Revenue and cash flows from the Medicare program are dependent upon the rates set by, and the promptness of payment from, federally administered programs, and in management’s opinion do not create a significant credit risk to the Company.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Major additions and improvements are capitalized, while replacements, maintenance, and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation of property and equipment is computed primarily using the straight-line method over the following estimated useful lives:


Furniture, fixtures and equipment	5 - 7 years
Computers and peripherals	3 years
Medical equipment	7 years

Assets acquired under capital leases, and leasehold improvements, are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of the assets, generally 5 to 10 years.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of income/(loss) and comprehensive income/(loss) in the period realized.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There was no impairment of long-lived assets for all periods presented.

Goodwill

Goodwill reflected on the consolidated balance sheets as of December 31, 2021 and 2020 (Successor) relates to goodwill from the TPG Acquisition (see Note 3) and additional goodwill from the Company’s acquisitions of businesses during the Successor period. Goodwill represents the excess of the purchase price of the acquired businesses over the fair value of the

assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. An impairment charge is recognized for the excess of the carrying value of the reporting unit inclusive of goodwill over the fair value of the reporting unit.

Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company operates as a single operating segment and as a single reporting unit for evaluating goodwill impairment.

The Company completed its annual impairment tests in 2021 and 2020 to determine if it is more-likely-than-not that the fair value of its reporting unit was less than its carrying value. Effective in 2021, on a prospective basis, the Company changed its annual goodwill impairment testing date from December 31 to October 1 to better align the testing date with its financial planning process. Management has determined that the change in the testing date does not represent a material change to a method of applying an accounting principle as this change does not accelerate, delay, avoid or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The Company’s qualitative assessment took into consideration its operating and competitive environment, any changes in the business or financial performance, and any potential related impacts to its cash flows. Additionally, the Company considered other factors, such as the credit environment, its access to capital and its ability to re-negotiate insurance rates. The Company's annual goodwill impairment analyses in 2021 and 2020 indicated that goodwill was not impaired.

Intangible Assets

Intangible assets consist of identifiable intangible assets acquired through business acquisitions. Intangible assets with definite lives are amortized on the straight-line basis over their estimated useful lives or contractual lives, whichever is shorter, as follows:


Non-competition agreements	4 to 6 years
Trade names	5 to 22.5 years

Fair Value

Fair value is the price at which an asset could be exchanged or a liability transferred (an exit price) in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied.

GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used on measuring fair value. These tiers include:

•

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

•

Level 2—Inputs are other than quoted prices included in Level 1, which are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying values of the Company’s financial instruments approximate fair value due to their short-term maturities.

The Company has obligations to transfer contingent consideration to former owners and sellers of certain entities in conjunction with its acquisitions, if specified future operational objectives and/or financial results are met. The Company records the acquisition date fair value of these contingent liabilities and measures the fair value on a recurring basis. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. The fair value is derived using valuation methodologies, such as a discounted cash flow

model, and is not based on market exchange, dealer, or broker traded transactions. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The valuation methodology differs depending on the type of earn-out target (see Note 8).

Variable Interest Entities

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“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 provide 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 interest 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. 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 provides that the Company has the right to designate a 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 its 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 members. 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 December 31, 2021 and 2020 (Successor).

Stock and Unit-based Compensation

Unit-based compensation is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the recipient is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value using the Black-Scholes option pricing model for the Class A and Class C Incentive Units granted prior to May 14, 2020 in the Predecessor periods. On the grant date, recipients of the Class C Units and Class A Units purchased the units at their fair market value paid in cash.

Additionally, beginning on May 14, 2020, the Company granted Class B Units (the “Class B Units” or “Profits Interests”) to certain employees under the Company’s Partnership Interest Award agreement (“Partnership Interest Award Agreement”) during the Successor period in 2020. The Board may reward employees with various types of awards, including but not limited to, profits interest on a service-based or performance-based schedule. These awards also contain market conditions. The Company estimates the fair value using the Monte Carlo simulation model for the Class B Units.

For Service-Vesting Units, the Company recognizes unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. According to the terms of the Partnership Interest Award Agreement, 20% of the Class B Units vest on the one year anniversary of May 14, 2020; and the remaining 80% of the Class B Units vest monthly in equal amounts, until fully vested over a five year period starting on the grant date. For Performance-Vesting Units, the Company recognizes unit-based compensation expense when it is probable that the sale of the Company or initial public offering will be achieved. The Company analyzed if a performance condition was probable for each reporting period for awards subject to performance vesting prior to the modification of the awards immediately prior to the IPO.

Following the IPO, the Company accounts for stock-based compensation awards approved by the Board of Directors, including restricted stock and restricted stock units ("RSUs"), based on their estimated grant date fair value. The Company estimates the fair value of the restricted stock and RSUs based on the fair value of the underlying common stock. The Company's restricted stock and RSUs are granted on a market and service-based vesting conditions.

The service-based awards are recognized at fair value on their grant date on a straight line basis over the requisite service period, which is generally two to three years. The market-based vesting conditions will provide for the holder to vest one-third of their awards within six months of the IPO, one-third of their awards on the first anniversary of the IPO, one-sixth of their awards eighteen months from the completion of the IPO and the remaining one-sixth of their awards two years from the completion of the IPO.

The Company has elected to account for forfeitures as they occur.

Advertising and Marketing Costs

Advertising and marketing costs include all communications and campaigns to the Company’s clients and target audience. Advertising costs are charged to expense as they are incurred in general and administrative expenses within the Company’s consolidated statements of income/(loss) and comprehensive income/(loss). Advertising expense for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor), and the year ended December 31, 2019 (Predecessor) were $11,696, $1,942, $663, and $646, respectively.

Debt Issue Costs

For term loans, debt issue costs are presented net within total long-term debt and amortized using the effective interest rate method over the term of the loan. For revolving loans, the Company presents the debt issue costs as an asset and amortizes the costs on a straight-line basis over the term of the revolving loan. Amortization of debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of income/(loss) and comprehensive income/(loss) and amounted to $7,417, $3,825, $215 and $707 for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor), and the year ended December 31, 2019 (Predecessor), respectively.

Income Taxes

The Company is subject to income taxes in both the United States and several state jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when book/tax differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date.

The Company records a valuation allowance on deferred tax assets when it is determined that some portion or all of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods. The Company did not maintain a valuation allowance at December 31, 2021 and 2020 (Successor).

The Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more-likely-than-not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax

positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of income/(loss) and comprehensive income/(loss).

Retirement Plan

The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. The Company 401(k) Plan provides for a 401(k) matching program under which the Company will match 100% of the employees’ contribution up to 3% of the employees’ compensation, plus 50% of salary deferrals between 3% and 5% of employees’ compensation. The matching contribution is subject to certain eligibility and vesting conditions. The Company recorded expense of $11,375, $4,231, $1,819 and $2,661 for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor), respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan.

Comprehensive Income/(Loss)

Comprehensive income/(loss) is equal to net income/(loss).

Net Loss Per Share

Net loss per share is computed in conformity with the two-class method required for participating securities. Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common shares, including potential dilutive common shares assuming the dilutive effect of common share equivalents, to the extent dilutive.

Basic and diluted net loss per unit was the same for each period presented as the inclusion of all potential shares of common shares outstanding would have been anti-dilutive.

Indemnification

The Company’s arrangements generally include certain provisions for indemnifying patients against liabilities if there is a breach of a patient’s data or if the Company’s service infringes on a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

Professional Liability Insurance

The Company maintains a professional liability insurance policy with a third-party insurer on a claims-made basis. The reserve for professional liability includes a claims-made basis of reported losses and amounts for incurred but not reported losses utilizing actuarial studies of historical and industry data (see Note 18).

Concentrations of Risk and Significant Customers

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and patient accounts receivable. Although the Company deposits its cash with multiple financial institutions in the U.S., its deposits, at times, may exceed federally insured limits. The Company does not have any individual customer that exceeded 10% of the Company’s patient accounts receivable balance at December 31, 2021 and 2020 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2021 and 2020 (Successor). These payors comprise 17% and 19%, of the patient accounts receivable balance, respectively, as of December 31, 2021 (Successor), and 25% and 23%, respectively, as of December 31, 2020 (Successor).

Emerging Growth Company Status

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

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and also issued subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2020-02, and ASU 2020-05 (collectively, “ASC 842”). ASC 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. ASC 842 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, inclusive of a one year deferral provided by ASU 2020-05. ASC 842 must be adopted using a modified retrospective method and early adoption is permitted. The Company is in the process of determining the impact of the adoption of ASC 842 on the Company’s consolidated financial statements and disclosures. The Company has organized an implementation group to ensure the completeness of its lease information, analyze the appropriate classification of leases under the new standard, and develop new processes to execute, approve and classify leases on an ongoing basis. However, given the Company’s current operating lease portfolio (see Note 17 and Note 18) the Company expects the recognition of the right-of-use assets and lease liabilities to have a material impact on the Company’s consolidated balance sheets.

In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11 (collectively, "ASC 326"). ASC 326 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASC 326 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASC 326 is effective for public companies for annual periods beginning after December 15, 2019, including interim periods within those fiscal years and private entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASC 326 will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASC 326 on the Company’s consolidated financial statements and disclosures.

In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years and for private entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued and all other entities for periods for which financial statements have not yet been made available for issuance. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments issued in March 2020 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The

amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is still evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements and disclosures.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

NOTE 17 RELATED PARTY TRANSACTIONS

The Company leases 41 office facilities under operating leases with clinicians expiring through 2030. These clinicians are considered related parties as they are employees of the Company. The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total related-party rent expense included in center costs, excluding depreciation and amortization in the consolidated statements of income/(loss) and comprehensive income/(loss) amounted to:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Rent expense	$	2,763	$	659	$	388	$	2,462

A summary of noncancelable future minimum operating lease payments under these leases is as follows:


Year Ended December 31,	Amount
2022	$	2,924
2023		2,740
2024		2,491
2025		2,425
2026		833
Thereafter		743
Total	$	12,156

In addition, management fees to TPG and certain executives of the Company were identified as related party transactions. As a result of the Company's IPO, the Company incurred a termination fee of $1,213 under its management services agreement in the second quarter of 2021, and no management fees were recognized in the remainder of 2021. Total related-party management fees amounted to:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Management fees	$	1,445	$	142	$	14

Redeemable Convertible Preferred Units - Redeemable Convertible Preferred Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Series A1 Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Issued Units	109,838	109,838
Liquidation Preference	$ 133,546	$ 129,788
Initial Carrying Amount	$ 109,838	$ 109,838
Series A1 Preferred Stock \| 2017
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2017	2017
Authorized Units	110,898	110,898
Issued Units	87,000	87,000
Issuance Price per Unit	$ 1.00	$ 1.00
Liquidation Preference	$ 106,978	$ 103,957
Initial Carrying Amount	$ 87,000	$ 87,000
Series A1 Preferred Stock \| 2018
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2018	2018
Authorized Units	110,898	110,898
Issued Units	22,838	22,838
Issuance Price per Unit	$ 1.00	$ 1.00
Liquidation Preference	$ 26,568	$ 25,831
Initial Carrying Amount	$ 22,838	$ 22,838
Series A Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Issued Units	16,126	16,459
Liquidation Preference	$ 23,316	$ 23,204
Initial Carrying Amount	$ 19,761	$ 20,261
Series A Preferred Stock \| 2017
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2017	2017
Authorized Units	23,600	23,600
Issued Units	11,741	11,741
Issuance Price per Unit	$ 1.00	$ 1.00
Liquidation Preference	$ 14,504	$ 14,096
Initial Carrying Amount	$ 11,741	$ 11,741
Series A Preferred Stock \| 2018
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2018	2018
Authorized Units	23,600	23,600
Issued Units	1,500	1,833
Issuance Price per Unit	$ 1.50	$ 1.50
Liquidation Preference	$ 2,536	$ 3,006
Initial Carrying Amount	$ 2,250	$ 2,750
Series A Preferred Stock \| 2019
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2019	2019
Authorized Units	23,600	23,600
Issued Units	2,885	2,885
Issuance Price per Unit	$ 2.00	$ 2.00
Liquidation Preference	$ 6,276	$ 6,102
Initial Carrying Amount	$ 5,770	$ 5,770

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition Contingent Consideration [Line Items]

Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements

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


	Successor				Predecessor
Contingent consideration	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Maximum contingent consideration based on acquisition agreements	$	13,007	$	19,038	$	4,336

Schedule Of Related-party Rent Expense

Total related-party rent expense included in center costs, excluding depreciation and amortization in the consolidated statements of income/(loss) and comprehensive income/(loss) amounted to:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Rent expense	$	2,763	$	659	$	388	$	2,462

Contingent Consideration [Member]

Business Acquisition Contingent Consideration [Line Items]

Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements

The following table presents changes to the Company’s contingent consideration balance:


	Successor						Predecessor
	December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Beginning balance	$	16,414		$	—		$	25,536
Additions related to TPG Acquisition		—			9,909			—
Additions related to acquisitions		10,685			10,220			3,788
Payments of contingent consideration		(12,279	)		(4,291	)		(19,093	)
Loss (gain) on remeasurement		2,610			576			(322	)
Ending balance	$	17,430		$	16,414		$	9,909

Schedule Of Related-party Rent Expense

Total third-party rent expense amounted to as follows in the consolidated statements of income/(loss) and comprehensive income/(loss):


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Center costs, excluding depreciation and amortization	$	31,725	$	11,062	$	4,082	$	7,035
General and administrative expenses		905		316		128		475
Total rent expense	$	32,630	$	11,378	$	4,210	$	7,510

Summary of Future Minimum Lease Payments

A summary of non-cancellable future minimum third-party operating lease payments under these leases is as follows:


Year Ended December 31,	Amount
2022	$	46,245
2023		45,805
2024		42,154
2025		38,639
2026		33,494
Thereafter		44,802
Total	$	251,139

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Long-term Debt Instruments

Long-term debt consists of the following:


	Successor
	December 31, 2021			December 31, 2020
Term loans	$	70,665		$	283,950
Delayed Draw loans		90,565			89,870
Total long-term debt		161,230			373,820
Less: Current portion of long-term debt		(1,323	)		(3,738	)
Less: Unamortized debt issue costs		(2,491	)		(7,548	)
Total Long-Term Debt, Net of Current Portion and Unamortized Debt Issue Costs	$	157,416		$	362,534

Summary of Interest Expense

Interest expense consists of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Interest expense	$	38,911	$	19,112	$	3,020	$	5,409

Summary of Future Principal Payments

Future principal payments on long-term debt are as follows:


Year Ended December 31,	Amount
2022	$	1,323
2023		1,323
2024		1,323
2025		1,323
2026		155,938
Total	$	161,230

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Stock And Unit-Based Compensation - Summary of Restricted Stock Unit (RSU) Activity (Details) - Restricted Stock Unit shares in Thousands	7 Months Ended
	Dec. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding \| shares	0
Converted \| shares	0
Granted \| shares	6,208
Vested \| shares	106
Canceled and forfeited \| shares	71
Outstanding \| shares	6,031
Outstanding \| $ / shares	$ 0
Converted \| $ / shares	0
Granted \| $ / shares	17.93
Vested \| $ / shares	17.23
Canceled and forfeited \| $ / shares	18.00
Outstanding \| $ / shares	$ 17.95

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 13 INCOME TAXES

(Benefit) Provision for Income Taxes

The (benefit) provision for income taxes is comprised of the following components:


	Successor						Predecessor
	Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020			Year Ended December 31, 2019
Current:
Federal	$	—		$	—		$	—		$	—
State		977			429			251			356
Total current		977			429			251			356
Deferred:
Federal		(19,559	)		(3,239	)		(1,592	)		1,810
State		(7,326	)		(1,212	)		(978	)		40
Total deferred		(26,885	)		(4,451	)		(2,570	)		1,850
Total income tax (benefit) provision	$	(25,908	)	$	(4,022	)	$	(2,319	)	$	2,206

The net deferred tax assets and liabilities consist of the following:


	Successor
	December 31, 2021			December 31, 2020
Deferred tax assets
Accruals and reserves	$	14,909		$	3,064
Net operating losses		16,904			7,784
Stock and unit-based compensation		5,567			—
Interest limitation		2,567			—
Other		2,609			1
Gross deferred tax assets		42,556			10,849
Deferred tax liabilities
Fixed assets		(22,785	)		(10,200	)
Intangibles		(74,052	)		(81,875	)
Gross deferred tax liabilities		(96,837	)		(92,075	)
Net deferred tax liability	$	(54,281	)	$	(81,226	)

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision (benefit) for income taxes as follows:


	Successor
	Year Ended December 31, 2021						April 13 to December 31, 2020
	Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(69,952	)		21.00	%	$	(3,601	)		21.00	%
State income taxes, net of federal benefit		(6,507	)		1.95	%		(862	)		5.03	%
Stock and unit-based compensation		49,489			(14.86	%)		305			(1.78	%)
Other adjustments		1,062			(0.32	%)		136			(0.79	%)
Total	$	(25,908	)		7.77	%	$	(4,022	)		23.46	%


	Predecessor
	January 1 to May 14, 2020						Year Ended December 31, 2019
	Amount			%			Amount		%
Tax provision at U.S. federal statutory rate	$	(5,726	)		21.00	%	$	1,653		21.00	%
State income taxes, net of federal benefit		(762	)		2.80	%		286		3.63	%
Transaction costs		4,204			(15.42	%)		—		—
Other adjustments		(35	)		0.13	%		267		2.96	%
Total	$	(2,319	)		8.51	%	$	2,206		27.59	%

Differences between the statutory rate are primarily the result of permanent book/tax differences between transaction costs, stock and unit-based compensation and state income taxes.

As of December 31, 2021 (Successor), the Company has $75,981 of federal net operating loss carryforwards and $21,260 of state net operating loss carryforwards.

As of December 31, 2020 (Successor), the Company has $34,802 of federal net operating loss carryforwards and $13,330 of state net operating loss carryforwards.

As of May 14, 2020 (Predecessor), the Company has $14,299 of federal net operating loss carryforwards and $9,519 of state net operating loss carryforwards.

As of December 31, 2019 (Predecessor), the Company has $569 of federal net operating loss carryforwards and $1,900 of state net operating loss carryforwards.

$11,199 federal net operating loss carryforwards begin to expire in 2037, and the remaining federal net operating loss carryforwards have no expiration. The state net operating loss carryforwards begin to expire in 2036.

Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits (under IRC Section 383), in any taxable year may be limited if it experiences an ownership change. As of December 31, 2021 and 2020 (Successor), the Company has not completed a formal Section 382 study on the potential limitation of its tax attributes. However, if an ownership shift had occurred, the Company believes that existing net operating losses are not permanently limited as of December 31, 2021 and 2020 (Successor). Any limitation may limit the Company’s future use of net operating losses.

Uncertain Income Tax Positions

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the United States where applicable. There are currently no pending tax examinations. The Company's tax returns are still open under the U.S. statute from 2016 to the present. Earlier years may be examined to the extent that loss carryforwards are used in future periods. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company’s consolidated financial statements.

As of December 31, 2021 and 2020 (Successor), the Company had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $54 and $0, respectively.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Paragraph 2
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
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Prepaid Expense And Other Assets Current [Abstract]

Acquisitions - Schedule of Fair Values of Acquired Intangible Assets (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2021
Regional Trade Names
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years
Non Competition Agreements
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years

TPG Acquisition

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

TPG Acquisition

NOTE 3 TPG ACQUISITION

On April 14, 2020, LifeStance Holdings entered into a merger agreement among LifeStance Holdings, Lynnwood Intermediate Holdings, Inc., Merger Sub and Shareholder Representatives Services LLC. Immediately prior to the TPG Acquisition, LifeStance Health, LLC completed a reorganization pursuant to which the equity holders of LifeStance Health, LLC, including affiliates of Summit and affiliates of Silversmith (together with TPG and Summit, the Company’s “Principal Stockholders”) received a distribution of 100% of the equity interests of LifeStance Health Holdings, a direct subsidiary of LifeStance Health, LLC, in complete redemption of their equity interests of LifeStance Health, LLC. Pursuant to the TPG Acquisition, (i) the historic equity holders of LifeStance Health, LLC contributed a portion of their units of LifeStance Holdings to LifeStance TopCo in exchange for equity interests of LifeStance TopCo and (ii) an indirect subsidiary of LifeStance TopCo, merged with and into LifeStance Holdings, with shareholders of LifeStance Holdings receiving cash consideration in connection with cancellation of the remainder of their shares.

LifeStance TopCo has a controlling financial interest in LifeStance Holdings under the voting interest model. Therefore, the Company determined LifeStance TopCo would consolidate LifeStance Holdings. Further, the TPG Acquisition is considered to constitute a change in control of the LifeStance business, with LifeStance TopCo being deemed the acquirer. The TPG Acquisition has been accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Immediately prior to the transaction, LifeStance Health, LLC was the reporting entity. As noted above, this entity will be considered the predecessor entity and the period prior to and including May 14, 2020 will be the predecessor period. LifeStance Health, LLC was subsequently dissolved as part of the transaction. Given that LifeStance TopCo is the accounting acquirer, it will be considered the successor entity and the successor period will begin on April 13, 2020. For the period from April 13, 2020 through May 13, 2020, the operations of LifeStance TopCo were limited to those incident to its formation and the TPG Acquisition, which were not significant.

Pursuant to the merger, LifeStance TopCo issued 979,563 Class A-1 Units and 35,845 Class A-2 Units to certain of its equity holders, including TPG, Summit, Silversmith and members of the Company’s management team. Following the acquisition, the Company has conducted its business through LifeStance TopCo, L.P. and its consolidated subsidiaries. All previously owned preferred units were converted into LifeStance TopCo common units upon the acquisition.

Total consideration transferred consisted of the following:


Cash consideration	$	670,941
Class A-1 units		345,978
Class A-2 units		35,845
Total consideration transferred	$	1,052,764

The total consideration of $1,052,764 consisted of $381,823 equity, including 345,978 Class A-1 Units and 35,845 Class A-2 Units at $1 per unit and $670,941 cash, including $4,500 cash placed in escrow, transaction fees, cash for debt repayment, and a working capital adjustment. The Company recorded the fair value of net assets acquired of $126,106 and recorded goodwill of $926,658 on May 14, 2020.

Fair Values of Assets Acquired and Liabilities Assumed

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


Allocation of Purchase Price	Amount
Cash	$	27,224
Patient accounts receivable		25,152
Property and equipment		34,813
Prepaid expenses and other current assets		9,590
Deposits		1,766
Intangible assets		344,300
Goodwill		926,658
Total assets acquired		1,369,503
Accounts payable		3,456
Accrued payroll expenses		25,739
Other accrued expenses		48,655
Current portion of contingent consideration		5,861
Other current liabilities		1,848
Long-term debt, net		135,006
Other noncurrent liabilities		9,617
Contingent consideration, net of current portion		4,048
Deferred tax liability, net		82,509
Total liabilities assumed		316,739
Fair value of net assets	$	1,052,764

The fair value of assets and liabilities other than intangible assets approximate the carrying amount as of acquisition date. The liquidity of receivables are based on contractual rates to payors. The identifiable intangible assets acquired include the LifeStance corporate trade name, trade names related to the regional clinics, non-competition agreements with the Company’s executives, and non-competition agreements with providers.

In order to value trade names, the “relief-from-royalty” method was utilized. This method is based on the supposition that in lieu of ownership, the Company would be willing to pay a royalty in order to exploit the related benefits of the trade names. The value of the trade names was determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name over the expected useful life. The selected royalty rate (pre-tax) was based on an analysis of various factors, including an analysis of market data and comparable trade name agreements.

As it pertains to the non-competition agreements, the “with-and-without” method was utilized to determine the value. Revenue with the non-competition agreement in place was based on the Company’s forecast. The values indicated from the “with-and-without” method were adjusted to reflect the ability, feasibility, and desire for the partners to compete.

Subsequent to the closing of the TPG Acquisition, there was an additional cash payment of $2,977 related to a working capital adjustment, which was accounted for as a measurement period adjustment (see Note 9).

The following table summarizes the fair values of acquired intangible assets as of the date of the TPG Acquisition:


	Amount		Useful Life
Trade names – Corporate	$	235,500	22.5 years
Trade names – Regional		22,900	5 years
Non-competition agreements – Executives		77,500	4 years
Non-competition agreements – Providers		8,400	5 years
Total intangible assets	$	344,300

Goodwill

Goodwill represented the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. 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. There is no tax-deductible goodwill from the TPG Acquisition.

Pro Forma

The Company’s unaudited pro forma revenue and net loss for the years ended December 31, 2020 and 2019 below have been prepared as if the TPG Acquisition occurred on January 1, 2019.


	Year ended December 31, 2020			Year ended December 31, 2019
Revenue	$	377,217		$	212,518
Net loss	$	(26,727	)	$	(52,463	)

The transaction costs related to the TPG Acquisition were $32,942, all of which were expensed as incurred.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NOTE 19 NET LOSS PER SHARE

Prior to the IPO, as discussed in Note 1, the partnership interests of LifeStance TopCo included Redeemable Class A, Class A common and Class B units. The Class B Units were intended to be "profits interests" for U.S. federal income tax purposes. Prior to the IPO, each of the holders of partnership interests in LifeStance TopCo contributed its partnership interest to LifeStance Health Group in exchange for shares of common stock (including shares of common stock issued as restricted stock subject to vesting) of LifeStance Health Group, with no changes in relative equity holder rights, rank or value before or after this exchange. As a result, the LifeStance TopCo equity exchange of common units was considered equivalent to a stock split and requires retrospective treatment for net loss per share purposes. All share and per share information has been retroactively adjusted to reflect the equity exchange for all periods presented. Vested Class B Profits Interests Units

outstanding prior to the equity exchange were considered compensatory arrangements that were settled with shares of common stock at the time of the exchange and have been included as outstanding shares subsequent to that date.

The following table presents the calculation of basic and diluted net income/(loss) per share (“EPS”) for the Company’s common shares (on an as-converted basis):


	Successor
	Year Ended December 31, 2021			April 13 to December 31, 2020
Net loss available to common stockholders'/members'	$	(343,947	)	$	(13,125	)
Weighted-average shares used to compute basic and diluted net loss per share		327,523			302,335
Net loss per share, basic and diluted	$	(1.05	)	$	(0.04	)

The Company has issued potentially dilutive instruments in the form of restricted stock and the RSUs. The Company did not include any of these instruments in its calculation of diluted loss per share (on an as-converted basis) for the year ended December 31, 2021 (Successor) and for the period from April 13, 2020 to December 31, 2020 (Successor) because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 15 for the issued, vested and unvested Class B Profits Interests Units, restricted stock and RSUs.

TPG Acquisition - Summary of Fair Value of Acquired Intangible Assets (Details) - T P G Acquisition $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 344,300
Trade Names Corporate
Business Acquisition [Line Items]
Intangible assets	$ 235,500
Intangible assets useful life	22 years 6 months
Trade Names Regional
Business Acquisition [Line Items]
Intangible assets	$ 22,900
Intangible assets useful life	5 years
Non Competition Agreements Executives
Business Acquisition [Line Items]
Intangible assets	$ 77,500
Intangible assets useful life	4 years
Non Competition Agreements Providers
Business Acquisition [Line Items]
Intangible assets	$ 8,400
Intangible assets useful life	5 years

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


	Successor
	December 31, 2021		December 31, 2020
Clinician advances	$	4,614	$	4,586
Prepaid rent		4,874		2,549
Prepaid fixed fee bonuses		6,831		1,680
Prepaid other		3,135		1,702
Tenant improvement receivables		18,617		2,418
Other current assets		4,342		810
Total	$	42,413	$	13,745

Subsequent Events - Additional Information (Details) $ in Thousands		12 Months Ended
	Jan. 01, 2022 Facility	Dec. 31, 2021 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Acquisition Of Mental Health Practices \| Facility	2
Maximum
Subsequent Event [Line Items]
Cash consideration		$ 23,325
Contingent consideration		$ 3,000

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Lease expiration year	2031
Medical malpractice insurance, coverage per claim limit	$ 2,000
Medical malpractice insurance, annual coverage per clinician	$ 4,000

Summary of Significant Accounting Policies - Schedule of Intangible Assets With Definite Lives (Details)	12 Months Ended
	Dec. 31, 2021
Non Competition Agreements
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	5 years
Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	5 years
Minimum \| Non Competition Agreements
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	4 years
Minimum \| Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	5 years
Maximum \| Non Competition Agreements
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	6 years
Maximum \| Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	22 years 6 months

Stock And Unit-Based Compensation - Summary of Class B Profits Interests Units (Details) - $ / shares	9 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted- average grant date fair value, beginning balance	$ 0		$ 0.13
Weighted- average grant date fair value, granted	0.13		0.16
Weighted- average grant date fair value, forfeited			0.13
Weighted- average grant date fair value, conversion			0.13
Weighted- average grant date fair value, ending balance	$ 0.13	$ 0.13	$ 0
Class B Profits Interests Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Class B profits interests outstanding, beginning balance	0		143,343,000
Class B profits interests outstanding, granted		143,343,000	9,522,000
Class B profits interests outstanding, forfeited			(245,000)
Class B profits interests outstanding, conversion			(152,620,000)
Class B profits interests outstanding, ending balance	143,343,000	143,343,000	0

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8 FAIR VALUE MEASUREMENTS

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 fair value is derived using valuation methodologies, such as a discounted cash flow model, and is not based on market exchange, dealer, or broker traded transactions. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The valuation methodology differs depending on the type of earn-out target (that is, EBITDA based or full time employee (“FTE”) retention and growth). The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability:


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2021
Probability-weighted analysis	Probability	50% - 100%
based earn-outs (1)	Discount rate	8.60%

(1)


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2020
Monte Carlo Simulation	Expected EBITDA	Acquisition specific
EBITDA based earn-outs	Discount rate	16.15% - 19.65%
	Counter-party risk premium	8.46% - 8.77%
	Volatility	50%

Probability-weighted analysis	Probability	25% - 100%
FTE based earn-outs	Discount rate	8.65% - 8.68%

As of December 31, 2021 and 2020 (Successor), the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. See Note 18 for discussion of payments of contingent consideration made related to prior year acquisitions, fair value adjustments, and a rollforward of the contingent consideration balance from the prior year.

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


December 31, 2021 (Successor)	Level 1		Level 2		Level 3		Total
Financial Instrument
Contingent consideration liability	$	—	$	—	$	17,430	$	17,430


December 31, 2020 (Successor)	Level 1		Level 2		Level 3		Total
Financial Instrument
Contingent consideration liability	$	—	$	—	$	16,414	$	16,414

At the close of the TPG Acquisition (see Note 3), the Company recorded the acquired assets and assumed liabilities at their acquisition date fair values in accordance with ASC 805, Business Combinations. As disclosed in Note 4, the Company acquired several outpatient mental health practices during the periods presented. The values of net tangible assets acquired, and the resulting goodwill and other intangible assets were recorded at fair value using Level 3 inputs. 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 with the assistance of a third-party valuation expert 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. Other than assets acquired and liabilities assumed in these acquisitions, there were no material assets or liabilities measured at fair value on a nonrecurring basis during 2020 or 2021.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Schedule of Depreciation of Property and Equipment

Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 11 LONG-TERM DEBT

On August 28, 2018, the Company issued a term loan and revolver to Capital One. On March 15, 2019, the Company refinanced the term loan and revolver with Capital One under the First Amendment to the Credit Agreement (the “March 2019 Credit Agreement”). The March 2019 Credit Agreement resulted in the Company issuing new term loans and revolvers to new lenders. The March 2019 Credit Agreement also gave the Company the right to issue additional term loans ($40,000 Delayed Draw Loan) which were issued under the same terms as the March 2019 Credit Agreement.

On March 13, 2020, the Company amended the March 2019 Credit Agreement, adding an incremental $50,000 to the Delayed Draw Loan. The other underlying terms of the agreement remained the same as the terms under the March 2019 Credit Agreement. The outstanding debt balance on the revolving loan was payable in quarterly interest payments through March 15, 2024, and the outstanding debt balance on the term loan and Delayed Draw Loan was payable in quarterly principal and interest payments through March 15, 2025.

On May 14, 2020, in connection with the TPG Acquisition, the successor company entered into the May 2020 Credit Agreement (the “May 2020 Credit Agreement”). The successor company did not assume any existing debt from the predecessor company. The May 2020 Credit Agreement resulted in the extinguishment of the March 2019 Credit Agreement recorded in the predecessor period, with the May 2020 Credit Agreement debt being treated as a new issuance of debt in the successor period. Unamortized debt issue costs of $2,689 were included in the calculation of extinguishment of debt. The Company borrowed $210,000 in term loans and $50,000 in delayed draw loans, payable in quarterly principal and interest payments, with a maturity date of May 14, 2026. The interest rate is a variable interest rate determined at LIBOR plus 3.25% to 3.75%. The May 2020 Credit Agreement provides for an alternative rate structure to LIBOR. The term loans and delayed draw loans are collateralized by the tangible assets and stock pledge of the Company. The Company also obtained access to a credit revolver with a total borrowing commitment of $20,000 with interest only payments until the maturity date of May 14, 2025.

On November 4, 2020, the Company amended the May 2020 Credit Agreement, adding an aggregate $115,000 in loan commitments by increasing the term loans by $75,000 and the delayed draw loans by $40,000. The underlying terms of the agreement remained the same.

On February 1, 2021, the Company amended the May 2020 Credit Agreement, increasing the total delayed draw term loan commitment by $50,000. The other terms of the agreement remained the same.

On April 30, 2021, the Company amended the May 2020 Credit Agreement, adding an aggregated $70,000 in loan commitments, increase the term loans by $20,000 and the delayed draw term loan commitment by $50,000. The terms of the agreement otherwise remained the same.

In connection with the voluntary prepayment of $294,000 related to borrowings outstanding as of June 15, 2021, the Company recognized an extinguishment of debt charge within interest expense of $14,440 during the second quarter of 2021 related to the prepayment charge and the write-off of unamortized debt issuance costs.

The May 2020 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 December 31, 2021 and 2020 (Successor).

Long-term debt consists of the following:


	Successor
	December 31, 2021			December 31, 2020
Term loans	$	70,665		$	283,950
Delayed Draw loans		90,565			89,870
Total long-term debt		161,230			373,820
Less: Current portion of long-term debt		(1,323	)		(3,738	)
Less: Unamortized debt issue costs		(2,491	)		(7,548	)
Total Long-Term Debt, Net of Current Portion and Unamortized Debt Issue Costs	$	157,416		$	362,534

The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets.

Interest expense consists of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Interest expense	$	38,911	$	19,112	$	3,020	$	5,409

Future principal payments on long-term debt are as follows:


Year Ended December 31,	Amount
2022	$	1,323
2023		1,323
2024		1,323
2025		1,323
2026		155,938
Total	$	161,230

The fair value of long-term debt is based on the present value of future payments discounted by the market interest rate 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 consolidated balance sheets. The fair value of long-term debt at December 31, 2021 and 2020 (Successor) was $186,497 and $458,685, respectively.

Revolving Loan

Under the May 2020 Credit Agreement, the Company has a revolving loan from Capital One in the amount of $20,000. Any borrowing on the revolving loan is due in full on March 15, 2024. The revolving loan can be drawn upon at an interest rate equal to LIBOR plus 4.50% to 4.75%, depending on certain financial ratios. The unused revolving loan incurs a commitment fee of 0.5% per annum.

There are no amounts outstanding on the revolving loan as of December 31, 2021 and 2020 (Successor). In March 2022, the Company drew $20,000 from the aforementioned revolving loan.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Depreciation of property and equipment is computed primarily using the straight-line method over the following estimated useful lives:


Furniture, fixtures and equipment	5 - 7 years
Computers and peripherals	3 years
Medical equipment	7 years

Schedule of Intangible Assets With Definite Lives

Intangible assets with definite lives are amortized on the straight-line basis over their estimated useful lives or contractual lives, whichever is shorter, as follows:


Non-competition agreements	4 to 6 years
Trade names	5 to 22.5 years

Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 6 INTANGIBLE ASSETS

Intangible assets consist of the following:


December 31, 2021 (Successor)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	34,417	$	(9,633	)	$	24,784		5.0
LifeStance trade names		235,500		(17,090	)		218,410		22.5
Non-competition agreements		92,750		(35,589	)		57,161		4.2
Total intangible assets	$	362,667	$	(62,312	)	$	300,355


December 31, 2020 (Successor)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	30,477	$	(3,178	)	$	27,299		5.0
LifeStance trade names		235,500		(6,624	)		228,876		22.5
Non-competition agreements		90,089		(13,468	)		76,621		4.1
Total intangible assets	$	356,066	$	(23,270	)	$	332,796

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:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Amortization expense	$	39,042	$	23,270	$	1,435	$	3,056

The future amortization of intangible assets is as follows:


Year Ended December 31,	Amount
2022	$	39,775
2023		39,775
2024		27,537
2025		15,992
2026		11,200
Thereafter		166,076
Total	$	300,355

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment

NOTE 7 PROPERTY AND EQUIPMENT

Property and equipment, net consist of the following:


	Successor
	December 31, 2021			December 31, 2020
Leasehold improvements	$	87,807		$	39,586
Computers and peripherals		22,038			5,749
Furniture, fixtures and equipment		20,286			8,726
Medical equipment		1,018			2,143
Construction in process		40,619			7,577
Total	$	171,768		$	63,781
Less: Accumulated depreciation		(19,526	)		(4,432	)
Total property and equipment, net	$	152,242		$	59,349

Depreciation expense consists of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Depreciation expense	$	15,094	$	4,440	$	1,900	$	3,039

Long-Term Debt - Summary of Long-term Debt Instruments (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	May 14, 2020
Debt Instrument [Line Items]
Term loans	$ 157,416,000	$ 362,534,000
Less: Current portion of long-term debt	(1,323,000)	(3,738,000)
Less: Unamortized debt issue costs	(2,491,000)	(7,548,000)
Total	161,230,000	373,820,000
Term Loans
Debt Instrument [Line Items]
Total	70,665,000	283,950,000	$ 210,000
Delayed Drawn Loans
Debt Instrument [Line Items]
Total	$ 90,565,000	$ 89,870,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 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
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)
STOCKHOLDERS’/MEMBERS’ EQUITY
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	0	0
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	0
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
Redeemable Class A Unit
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	0	35,000
Common Unit Class A-1
STOCKHOLDERS’/MEMBERS’ EQUITY
Common Unit, Issuance Value	0	959,563
Common Unit Class A-2
STOCKHOLDERS’/MEMBERS’ EQUITY
Common Unit, Issuance Value	0	49,946
Common Unit Class B
STOCKHOLDERS’/MEMBERS’ EQUITY
Common Unit, Issuance Value	$ 0	$ 0

Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Debt Disclosure [Abstract]
Interest expense	$ 3,020	$ 19,112	$ 38,911	$ 5,409

TPG Acquisition - Summary of Recognized Asset acquired and Liability Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	May 14, 2020	Apr. 13, 2020
Business Acquisition [Line Items]
Goodwill	$ 1,204,544	$ 1,098,659	$ 926,658	$ 0
Current portion of contingent consideration	17,430	16,414
Current portion of contingent consideration	14,123	$ 10,563
T P G Acquisition
Business Acquisition [Line Items]
Cash	27,224
Patient accounts receivable	25,152
Property and equipment	34,813
Prepaid expenses and other current assets	9,590
Deposits	1,766
Intangible assets	344,300
Goodwill	926,658
Total assets acquired	1,369,503
Accounts payable	3,456
Accrued payroll expenses	25,739
Other accrued expenses	48,655
Current portion of contingent consideration	5,861
Other current liabilities	1,848
Long-term debt, net	135,006
Other noncurrent liabilities	9,617
Current portion of contingent consideration	4,048
Deferred tax liability, net	82,509
Total liabilities assumed	316,739
Fair value of net assets	$ 1,052,764

TPG Acquisition - Schedule of Unaudited Pro Forma Revenue and Net Loss (Details) - T P G Acquisition - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Revenue	$ 377,217	$ 212,518
Net loss	$ (26,727)	$ (52,463)

Acquisitions - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Contingent Consideration [Member]
Business Acquisition [Line Items]
Maximum contingent consideration based on acquisition agreements	$ 4,336	$ 19,038	$ 13,007

Intangible Assets - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 39,775
2023	39,775
2024	27,537
2025	15,992
2026	11,200
Thereafter	166,076
Total	$ 300,355	$ 332,796

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Common Unit, Outstanding	374,255,000	1,044,509,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	25,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	800,000,000	0
Common Stock, Shares, Issued	374,255,000	0
Common Stock, Shares, Outstanding	374,255,000	0
Redeemable Class A Unit
Temporary Equity, Shares Authorized	0	35,000,000
Temporary Equity, Shares Issued	0	35,000,000
Temporary Equity, Shares Outstanding	0	35,000,000
Common Unit Class A-1
Common Unit, Authorized	0	959,563,000
Common Unit, Issued	0	959,563,000
Common Unit, Outstanding	0	959,563,000
Common Unit Class A-2
Common Unit, Authorized	0	49,946,000
Common Unit, Issued	0	49,946,000
Common Unit, Outstanding	0	49,946,000
Common Unit Class B
Common Unit, Authorized	0	179,000,000
Common Unit, Issued	0	0
Common Unit, Outstanding	0	0

Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Patient credit payable	$ 10,457	$ 7,350
Accrual for goods received, not invoiced	5,537	0
Accrued professional fees	3,450	233
Credit card payable	1,253	110
Other accrued expense	5,813	6,992
Total	$ 26,510	$ 14,685

CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
TOTAL REVENUE	$ 111,661	$ 265,556	$ 667,511	$ 212,518
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below	78,777	179,264	466,003	150,122
General and administrative expenses	20,854	51,841	433,725	41,060
Depreciation and amortization	3,335	27,710	54,136	6,095
Total operating expenses	102,966	258,815	953,864	197,277
(LOSS) INCOME FROM OPERATIONS	8,695	6,741	(286,353)	15,241
OTHER INCOME (EXPENSE)
(Loss) gain on remeasurement of contingent consideration	322	(576)	(2,610)	229
Transaction costs	(33,247)	(3,937)	(3,762)	(2,186)
Interest expense	(3,020)	(19,112)	(38,911)	(5,409)
Other expense	(14)	(263)	(1,469)	0
Total other expense	(35,959)	(23,888)	(46,752)	(7,366)
(LOSS) INCOME BEFORE INCOME TAXES	(27,264)	(17,147)	(333,105)	7,875
INCOME TAX BENEFIT (PROVISION)	2,319	4,022	25,908	(2,206)
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME	(24,945)	(13,125)	(307,197)	5,669
Accretion of Redeemable Class A units	(272,582)		(36,750)	(62,975)
Cumulative dividend on Series A redeemable convertible preferred units (Note 14)	(662)	0	0	(1,598)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS	(298,189)	$ (13,125)	$ (343,947)	(58,904)
NET LOSS PER SHARE, BASIC AND DILUTED		$ (0.04)	$ (1.05)
Weighted-average shares used to compute basic and diluted net loss per share		302,335	327,523
Series A Preferred Stock
OTHER INCOME (EXPENSE)
Accretion of Redeemable Class A units	0	$ 0	$ (36,750)	0
Series A1 Preferred Stock
OTHER INCOME (EXPENSE)
Accretion of Redeemable Class A units	$ (272,582)	$ 0	$ 0	$ (62,975)

Total Revenues

12 Months Ended

Dec. 31, 2021

Revenues [Abstract]

TOTAL REVENUES

NOTE 12 TOTAL REVENUES

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

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


	Successor
	Year Ended December 31, 2021					April 13 to December 31, 2020
	Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	601,850		90	%	$	236,649		89	%
Government		29,436		5	%		12,662		5	%
Self-pay		28,915		4	%		11,099		4	%
Total patient service revenue		660,201		99	%		260,410		98	%
Nonpatient service revenue		7,310		1	%		5,146		2	%
Total	$	667,511		100	%	$	265,556		100	%


	Predecessor
	January 1 to May 14, 2020					Year Ended December 31, 2019
	Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	98,146		88	%	$	180,242		85	%
Government		5,411		5	%		12,616		6	%
Self-pay		4,821		4	%		11,179		5	%
Total patient service revenue		108,378		97	%		204,037		96	%
Nonpatient service revenue		3,283		3	%		8,481		4	%
Total	$	111,661		100	%	$	212,518		100	%

Among the commercial payors, five insurance companies comprise the following percentages of revenues:


	Successor						Predecessor
	Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020			Year Ended December 31, 2019
Top five commercial payors		55	%		68	%		67	%		64	%
Top one payor		19	%		22	%		23	%		21	%
Top two payor		14	%		19	%		19	%		18	%
Top three payor		—			13	%		11	%		11	%

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Temporary Equity Disclosure [Abstract]

Stockholders' Equity Members' Deficit (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Schedule of Common Stock

The Company's common stock/units consisted of the following units and common stock, which have been authorized and issued as follows as of the period ended:


	Redeemable Class A Units			Class A-1 Units			Class A-2 Units			Class B Units			Common Stock		Total
Balance as of April 13, 2020 (Successor)		—			—			—			—			—		—
Issued		35,000			959,563			49,946			—			—		1,044,509
Balance as of December 31, 2020 (Successor)		35,000			959,563			49,946			—			—		1,044,509
Issued		—			—			1,687			—			—		1,687
Vested Class B Profits Interests		—			—			—			17,920			—		17,920
Conversion of pre-IPO units to common stock		(35,000	)		(959,563	)		(51,633	)		(17,920	)		340,849		(723,267	)
Initial Public Offering		—			—			—			—			32,800		32,800
Endowment to the LifeStance Health Foundation		—			—			—			—			500		500
Issuance of common stock upon vesting of restricted stock units		—			—			—			—			106		106
Balance as of December 31, 2021 (Successor)		—			—			—			—			374,255		374,255


	Predecessor
	December 31, 2019
	Units
	Authorized		Issued
Class A		182,807		25,252
Class B		38,695		—
Class C		28,303		4,980
Total units		249,805		30,232

Redeemable Convertible Preferred Units

12 Months Ended

Dec. 31, 2021

Redeemable Convertible Preferred Units

NOTE 14 REDEEMABLE CONVERTIBLE PREFERRED UNITS

On July 20, 2017, the Company executed the Amended and Restated Limited Liability Company Agreement which established the terms of the Series A-1 redeemable convertible preferred units (“Series A-1 Preferred Units”) and Series A redeemable convertible preferred units (“Series A Preferred Units”) (collectively, referred to as the “Preferred Units”), which were issued to various investors and employees of the Company.

In connection with the TPG Acquisition, the holders of LifeStance Health, LLC’s Preferred Units exchanged 100% of their units for equity interest in LifeStance Holdings and the historic Preferred Unit holders contributed all of their interest in LifeStance Holdings to LifeStance TopCo, in exchange for LifeStance TopCo’s Class A Common Units and Class A-1 Common Units. The Preferred Units had a reverse stock split and were converted to Common Units of LifeStance TopCo. The Preferred Units are classified as mezzanine equity on the consolidated balance sheets and remeasured to their redemption value at each reporting date. The Series A Preferred Units’ redemption value is equal to its issuance price; as such, no remeasurement adjustment amount was recorded for the period ended May 14, 2020 and year ended December 31, 2019. The

Series A-1 Preferred Units’ redemption value is equal to the greater of i) fair value at the redemption date, or ii) the sum of the issuance price plus any accumulated but unpaid dividends. Changes in the carrying amount of the Series A-1 Preferred Units will be charged against retained earnings (or additional paid-in capital in the absence of retained earnings until exhausted, at which point any remainder would increase accumulated deficit). The table below includes the number of authorized units and issued units, as well as the issuance price, liquidation preference and initial carrying amount of the Preferred Units immediately prior to the TPG Acquisition which occurred on May 14, 2020.


	Year of Issuance	Authorized Units		Issued Units		Issuance Price per Unit		Liquidation Preference		Initial Carrying Amount
Unit Series
Series A-1	2017		110,898		87,000	$	1.00	$	106,978	$	87,000
	2018		110,898		22,838		1.00		26,568		22,838
					109,838			$	133,546	$	109,838
Series A	2017		23,600		11,741	$	1.00	$	14,504	$	11,741
	2018		23,600		1,500		1.50		2,536		2,250
	2019		23,600		2,885		2.00		6,276		5,770
					16,126			$	23,316	$	19,761


	Year of Issuance	Authorized Units		Issued Units		Issuance Price per Unit		Liquidation Preference		Initial Carrying Amount
Unit Series
Series A-1	2017		110,898		87,000	$	1.00	$	103,957	$	87,000
	2018		110,898		22,838		1.00		25,831		22,838
					109,838			$	129,788	$	109,838
Series A	2017		23,600		11,741	$	1.00	$	14,096	$	11,741
	2018		23,600		1,833		1.50		3,006		2,750
	2019		23,600		2,885		2.00		6,102		5,770
					16,459			$	23,204	$	20,261

Dividends

The holders of Preferred Units shall be entitled to receive, out of funds legally available therefore, cumulative cash distributions at the annual rate of 8% of the Series A-1 accrued value or the Series A accrued value (each accrued value equal to the issuance price plus any accumulated but unpaid dividends on the respective Preferred Units), as applicable (as the same may be adjusted from time to time), prior and in preference to any declaration or payment of any distribution to the holders of Class A, Class B and Class C units (collectively, the “Common Units”). Distributions on the Preferred Units shall be payable when, as, and if declared by the Board, shall be cumulative and shall accrue daily from and after, but shall compound annually on each anniversary of, the date of original issuance of each Preferred Unit, whether or not earned or declared, and whether or not there are earnings or profits, surplus or other funds or assets of the Company legally available for the payment of distributions. If any accrued distributions have not been paid in cash on or prior to any such annual distribution payment date, such accrued distribution shall be added to the accrued value of Series A-1 or Series A, as applicable.

In the event that the Board shall declare a distribution payable upon the then outstanding Common Units, the holders of Preferred Units shall be entitled, in addition to any cumulative distributions to which the Preferred Units may be entitled, to

receive the amount of distributions per unit of Preferred Units that would be payable on the number of whole units of the Common Units into which each Preferred Unit held by each holder could be converted.

As of December 31, 2019 (Predecessor), the Series A-1 and Series A Preferred Units had arrearages in cumulative dividends of $19,950, and $2,943, respectively.

Redemption

The Company will, upon each written request from the Series A holders between March 10, 2018 to March 10, 2020, redeem all or any portion of the Series A Preferred Units. Each Series A Preferred Unit shall be redeemed at issuance price. There were no requests for redemption through March 10, 2020.

An enterprise valuation approach was utilized to determine the value of the Series A-1 Preferred Units. Assumptions utilized by the Company in determining the valuation included revenue multiple and lack of marketability discount. The revenue multiple was based on the median enterprise value of transactions deemed to be most closely aligned with the Company’s business model. A lack of marketability discount was applied to adjust the valuation for the unit holder’s limitation of immediate liquidity.

In the event of any liquidation event, after payment of all debts and liabilities of the Company, each holder of Preferred Units shall be entitled to be paid out of the assets of the Company available for distribution to its members before any payment shall be made to the holders of Common Units or any other class or series of units ranking on liquidation junior to the Preferred Units by an amount in cash (i) per Series A-1 Preferred Unit equal to the greater of (A) the sum of the Series A-1 Preferred Unit issuance price plus an accrued and unpaid dividends, or (B) such amount as would have been payable to the Class A Common Units into which such Series A-1 Preferred Unit would have converted had all Series A-1 Preferred Units and Series A Preferred Units been converted into Class A Common Units and Class B Common Units, and per Series A Preferred Unit equal to the greater of (A) issuance price plus an accrued and unpaid dividends, or (B) such amount as would have been payable to the Class B Common Units into which such Series A Preferred Unit would have converted had all Series A-1 Preferred Units and Series A Preferred Units been converted into Class A Common Units and Class B Common Units, as applicable.

Conversion

Upon (i) the written consent of the Preferred Unit holders or (ii) the closing of a Qualified Public Offering, all Series A Preferred Units shall be converted into Class B Common Units, and Series A-1 Preferred Units shall be converted into Class A Common Units.

A “Qualified Public Offering” shall mean an IPO, at a price of at least 350% of the effective Series A-1 purchase price per unit (subject to appropriate adjustment for stock splits, stock distributions, combinations and other similar recapitalizations affecting such shares), in a firm commitment underwritten public offering pursuant to an effective registration statement, resulting in at least $50,000 of proceeds to the Company (net of the underwriting discounts or commissions and offering expenses) and after which the equity securities are listed on a National Exchange.

As discussed above, pursuant to the TPG Acquisition (see Note 3), the historic holders of Series A and Series A-1 Preferred Units exchanged all the units for equity interest in LifeStance Holdings, and subsequently exchanged equity interest for the successor’s Class A Units and Class A-1 Units. See Note 16 for more details on the exchange.

Liquidation Preference

Upon the occurrence of a liquidation event the Preferred Unit holders are entitled to the greater of (a) the Preferred Units unpaid capital plus any unpaid 8% preferential return or (b) the ratable distribution of proceeds on an as converted basis as follows: Series A-1 Preferred Units, Series A-1 Preferred Units on an as-converted basis into Class A Common Units followed by Series A Preferred Units on an as-converted basis into Class B Common Units. Any remaining assets available for distribution to its members are to be distributed ratably to the Class A and Class B Common unit holders and vested Common C unit holders.

Voting Rights

Each Series A-1 Preferred Unit shall be entitled to cast one (1) vote for each Class A Common Unit into which such Series A-1 Preferred Unit is then convertible (on an aggregate basis for each Holder of Series A-1 Preferred Units) on any matter

requiring approval of such Units. Class B Common Units, Class C Common Units and Series A Preferred Units have no voting rights.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consist of the following:


	Successor
	December 31, 2021			December 31, 2020
Leasehold improvements	$	87,807		$	39,586
Computers and peripherals		22,038			5,749
Furniture, fixtures and equipment		20,286			8,726
Medical equipment		1,018			2,143
Construction in process		40,619			7,577
Total	$	171,768		$	63,781
Less: Accumulated depreciation		(19,526	)		(4,432	)
Total property and equipment, net	$	152,242		$	59,349

Schedule of Depreciation Expense

Depreciation expense consists of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Depreciation expense	$	15,094	$	4,440	$	1,900	$	3,039

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Components of Income Tax Provision (Benefit)

(Benefit) Provision for Income Taxes

The (benefit) provision for income taxes is comprised of the following components:


	Successor						Predecessor
	Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020			Year Ended December 31, 2019
Current:
Federal	$	—		$	—		$	—		$	—
State		977			429			251			356
Total current		977			429			251			356
Deferred:
Federal		(19,559	)		(3,239	)		(1,592	)		1,810
State		(7,326	)		(1,212	)		(978	)		40
Total deferred		(26,885	)		(4,451	)		(2,570	)		1,850
Total income tax (benefit) provision	$	(25,908	)	$	(4,022	)	$	(2,319	)	$	2,206

Components of Net Deferred Tax Assets and Liabilities

The net deferred tax assets and liabilities consist of the following:


	Successor
	December 31, 2021			December 31, 2020
Deferred tax assets
Accruals and reserves	$	14,909		$	3,064
Net operating losses		16,904			7,784
Stock and unit-based compensation		5,567			—
Interest limitation		2,567			—
Other		2,609			1
Gross deferred tax assets		42,556			10,849
Deferred tax liabilities
Fixed assets		(22,785	)		(10,200	)
Intangibles		(74,052	)		(81,875	)
Gross deferred tax liabilities		(96,837	)		(92,075	)
Net deferred tax liability	$	(54,281	)	$	(81,226	)

Schedule of Provision for Income Taxes in Difference Between Statutory and Effective Income Tax Rate

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision (benefit) for income taxes as follows:


	Successor
	Year Ended December 31, 2021						April 13 to December 31, 2020
	Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(69,952	)		21.00	%	$	(3,601	)		21.00	%
State income taxes, net of federal benefit		(6,507	)		1.95	%		(862	)		5.03	%
Stock and unit-based compensation		49,489			(14.86	%)		305			(1.78	%)
Other adjustments		1,062			(0.32	%)		136			(0.79	%)
Total	$	(25,908	)		7.77	%	$	(4,022	)		23.46	%


	Predecessor
	January 1 to May 14, 2020						Year Ended December 31, 2019
	Amount			%			Amount		%
Tax provision at U.S. federal statutory rate	$	(5,726	)		21.00	%	$	1,653		21.00	%
State income taxes, net of federal benefit		(762	)		2.80	%		286		3.63	%
Transaction costs		4,204			(15.42	%)		—		—
Other adjustments		(35	)		0.13	%		267		2.96	%
Total	$	(2,319	)		8.51	%	$	2,206		27.59	%

Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Goodwill [Line Items]
Beginning balance	$ 0	$ 1,098,659
Business acquisitions	169,024	107,999
Measurement period adjustment	2,977	(2,114)
Ending balance	1,098,659	1,204,544
T P G Acquisition
Goodwill [Line Items]
Business acquisitions	$ 926,658
Measurement period adjustment		2,977
Ending balance		$ 926,658

Total Revenues - Schedule of Revenue From Patients And Third - Party Payors (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 111,661	$ 265,556	$ 667,511	$ 212,518
% of Total Revenue	100.00%	100.00%	100.00%	100.00%
Commercial
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 98,146	$ 236,649	$ 601,850	$ 180,242
% of Total Revenue	88.00%	89.00%	90.00%	85.00%
Government
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 5,411	$ 12,662	$ 29,436	$ 12,616
% of Total Revenue	5.00%	5.00%	5.00%	6.00%
Self-pay
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 4,821	$ 11,099	$ 28,915	$ 11,179
% of Total Revenue	4.00%	4.00%	4.00%	5.00%
Total patient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 108,378	$ 260,410	$ 660,201	$ 204,037
% of Total Revenue	97.00%	98.00%	99.00%	96.00%
Nonpatient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 3,283	$ 5,146	$ 7,310	$ 8,481
% of Total Revenue	3.00%	2.00%	1.00%	4.00%

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Schedule Of Related-party Rent Expense

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Total related-party rent expense included in center costs, excluding depreciation and amortization in the consolidated statements of income/(loss) and comprehensive income/(loss) amounted to:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Rent expense	$	2,763	$	659	$	388	$	2,462

Schedule Of Future Minimum Rental Payments For Operating Leases

A summary of noncancelable future minimum operating lease payments under these leases is as follows:


Year Ended December 31,	Amount
2022	$	2,924
2023		2,740
2024		2,491
2025		2,425
2026		833
Thereafter		743
Total	$	12,156

Total related-party management fees amounted to:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Management fees	$	1,445	$	142	$	14

Long Term Debt - Additional Information (Details) - USD ($)				3 Months Ended	12 Months Ended
	Apr. 30, 2021	Nov. 04, 2020	May 14, 2020	Jun. 30, 2021	Dec. 31, 2021	Mar. 31, 2022	Jun. 15, 2021	Feb. 28, 2021	Dec. 31, 2020	Mar. 13, 2020	Aug. 28, 2018
Debt Instrument [Line Items]
Unamortized debt issuance expense			$ 2,689
Long-term debt fair value					$ 186,497,000				$ 458,685,000
Long term debt fair value					161,230,000				373,820,000
Long-term debt, maturities, repayment terms			May 14, 2026
Voluntary prepayment of borrowings outstanding							$ 294,000
Extinguishment of debt, amount				$ 14,440
Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.25%
Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.75%
Delayed Drawn Loans
Debt Instrument [Line Items]
Long term debt fair value					90,565,000				89,870,000
Term Loans
Debt Instrument [Line Items]
Long term debt fair value			$ 210,000		70,665,000				283,950,000
Revolving Credit Facility [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Revolving loan outstanding amount						$ 20,000,000
Revolving Credit Facility [Member] \| Delayed Drawn Loans
Debt Instrument [Line Items]
Aggregate loan commitment amount										$ 50,000
March 2019 (Member)
Debt Instrument [Line Items]
Aggregate loan commitment amount											$ 40,000
May 2020 Credit Agreement [Member]
Debt Instrument [Line Items]
Aggregate loan commitment amount	$ 70,000	$ 115,000
Increase in term loan		75,000
May 2020 Credit Agreement [Member] \| Delayed Drawn Loans
Debt Instrument [Line Items]
Aggregate loan commitment amount	50,000							$ 50,000
Long term debt fair value		$ 40,000	$ 50,000
May 2020 Credit Agreement [Member] \| Term Loans
Debt Instrument [Line Items]
Increase in term loan	$ 20,000
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 20,000
Interest payment maturity date					Mar. 15, 2024
Revolving loan outstanding amount					$ 0				$ 0
Unused revolving loan commitment fee percentage					0.005
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest Rate					4.50%
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest Rate					4.75%

Commitments and Contingencies - Schedule Of Related-party Rent Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Loss Contingencies [Line Items]
Total rent expense	$ 4,210	$ 11,378	$ 32,630	$ 7,510
Center Costs Excluding Depreciation and Amortization [Member]
Loss Contingencies [Line Items]
Total rent expense	4,082	11,062	31,725	7,035
General And Administrative Expense [Member]
Loss Contingencies [Line Items]
Total rent expense	$ 128	$ 316	$ 905	$ 475

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Acquisition of Non Medical Assets			100.00%
Partnership Interest, Description			According to the terms of the Partnership Interest Award Agreement, 20% of the Class B Units vest on the one year anniversary of May 14, 2020; and the remaining 80% of the Class B Units vest monthly in equal amounts, until fully vested over a five year period starting on the grant date.
Advertising expense	$ 663	$ 1,942	$ 11,696
Amortization of debt issue costs	$ 215	$ 759	$ 1,797		$ 707
Tax benefit percentage	8.51%	23.46%	7.77%		27.59%
Concentration Risk, Benchmark Description			The Company does not have any individual customer that exceeded 10% of the Company’s patient accounts receivable balance at December 31, 2021 and 2020 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2021 and 2020 (Successor). These payors comprise 17% and 19%, of the patient accounts receivable balance, respectively, as of December 31, 2021 (Successor), and 25% and 23%, respectively, as of December 31, 2020 (Successor).
Retirement benefits, description			The Company 401(k) Plan provides for a 401(k) matching program under which the Company will match 100% of the employees’ contribution up to 3% of the employees’ compensation, plus 50% of salary deferrals between 3% and 5% of employees’ compensation. The matching contribution is subject to certain eligibility and vesting conditions.
Retirement expense	$ 1,819	$ 4,231	$ 11,375		$ 2,661
Interest Expense
Property Plant And Equipment [Line Items]
Advertising expense					646
Amortization of debt issue costs	$ 215	$ 3,825	$ 7,417		$ 707
Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives			5 years
Tax benefit percentage			50.00%
Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives			10 years
Accounts Receivable \| Customer Concentration Risk \| Minimum
Property Plant And Equipment [Line Items]
Concentration risk, percentage			17.00%	23.00%
Accounts Receivable \| Customer Concentration Risk \| Maximum
Property Plant And Equipment [Line Items]
Concentration risk, percentage			19.00%	25.00%

Stock and Unit-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK AND UNIT-BASED COMPENSATION

NOTE 15 STOCK AND UNIT-BASED COMPENSATION

Post-IPO Equity Awards

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”). All equity-based awards subsequent to June 9, 2021 will be granted under the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan permits the grant of awards of 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.

The maximum number of shares of the Company’s common stock that may be delivered in satisfaction of awards under the 2021 Equity Incentive Plan is 47,037 shares. The share pool will automatically increase on January 1 of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year.

Restricted Stock

The restricted stock was issued as part of the Organizational Transactions (see Note 1).

The following is a summary of restricted stock transactions as of and for the year ended December 31, 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, June 9, 2021 (Successor)		—		$	—
Converted		30,766			11.98
Granted		—			—
Vested		(7,265	)		11.98
Unvested, December 31, 2021 (Successor)		23,501		$	11.98

Restricted Stock Units

The restricted stock units (“RSUs”) were granted in connection with the IPO and on a go forward basis. RSUs are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees, directors and consultants based upon the grant-date fair value.

The following is a summary of RSU transactions as of and for the year ended December 31, 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, June 9, 2021 (Successor)		—		$	—
Converted		—			—
Granted		6,208			17.93
Vested		(106	)		17.23
Canceled and forfeited		(71	)		18.00
Outstanding, December 31, 2021 (Successor)		6,031		$	17.95

The Company recognized $258,304 in stock-based compensation expense related to restricted stock and RSUs for the year ended December 31, 2021 (Successor) within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss). As of December 31, 2021 (Successor), the Company had $221,823 in

unrecognized compensation expense related to all non-vested awards (restricted stock and RSUs) that will be recognized over the weighted-average remaining service period of 1.6 years.

2021 Employee Stock Purchase Plan

Effective June 9, 2021, the Board and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits the grant to eligible employees of the Company and its participating subsidiaries of options to purchase shares of the Company’s common stock.

The aggregate number of shares of the Company common stock available for purchase pursuant to the exercise of options under the ESPP is 6,817 shares, plus an automatic annual increase, as of January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate. The ESPP allows participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. The purchase price of the shares will be 85% of the lower of the fair market value of the Company’s common stock on the grant date or the exercise date.

The ESPP will generally be implemented by a series of separate offerings referred to as “Option Periods”. Unless otherwise determined by the administrator, the Option Periods will be successive periods of approximately six months commencing on the first business day in January and July of each year, anticipated to be on or around January 1 and July 1, and ending approximately six months later on the last business day in June or December, as applicable, of each year, anticipated to be on or around June 30 and December 31. The last business day of each Option Period will be an “Exercise Date”. The administrator may change the Exercise Date, the commencement date, the ending date and the duration of each Option Period, in each case, to the extent permitted by Section 423 of the Internal Revenue Code; provided, however, that no option may be exercised after 27 months from its grant date.

As of December 31, 2021 (Successor), no shares of common stock have been purchased under the Company’s ESPP.

Pre-IPO Equity Awards

Class C Units and Class A Units (Predecessor)

For the period from January 1, 2020 to May 14, 2020 and prior (Predecessor), the Board issued Class C Units and Class A Units options, which represented options to purchase membership units in LifeStance Health, LLC. All Class C Units and Class A Units options were fully vested and exercised as of May 14, 2020, and all holders were granted LifeStance TopCo Class A-1 Units upon the TPG Acquisition occurring. No options to purchase Class C Units or Class A Units were outstanding at May 14, 2020.

On the grant date, recipients of the Class C Units and Class A Units purchased for cash the units at their fair market value. The Company recorded total unit-based compensation expense of $0 for the period from January 1, 2020 to May 14, 2020 (Predecessor) related to Class C Units and Class A Units, respectively, and $54 and $0 related to Class C Units and Class A Units, respectively, for the year ended December 31, 2019 (Predecessor).

Class B Profits Interests Units (Successor)

On May 14, 2020, the Company’s Board adopted the Partnership Interest Award Agreement (“Award Agreement”). From May 14, 2020 through June 9, 2021 (Successor), under the Award Agreement, the Company granted awards in the form of Profits Interests Units to employees, officers and directors.

These Profits Interests represent profits interest ownership in the Company tied solely to the accretion, if any, in the value of the Company following the date of issuance of such Profits Interests. Profits Interests participate in any increase of the Company value related to their profits interests after the hurdle value has been achieved.

A maximum of 179,190 Class B Profits Interests Units may be granted under the Award Agreement. Awards are granted on a discretionary basis and are subject to the approval of the Company’s Board of Directors. The Company granted 152,865 Class B Profits Interests Units awards from May 14, 2020 through June 9, 2021 (Successor).

Holders of the Profits Interests Units receive distributions (other than tax distributions) only upon a liquidity event, as defined, that exceeds a threshold equivalent to the fair value of the Company, as determined by the Company’s Board, at the grant date. All awards include a repurchase option at the election of the Company for the vested portion upon termination of employment or service and any unvested awards will be forfeited.

Profits Interests Units are accounted for as equity using the fair value method, which requires the measurement and recognition of compensation expense for all profit interest-based payment awards made to the holders based upon the grant-date fair value. The Company has concluded that both the Service-Vesting Units and the Performance-Vesting Units are subject to a market condition and has assessed the market condition as part of its determination of the grant date fair value.

Accordingly, the Company determined the fair value of each award on the date of grant using a Monte Carlo simulation model with the following assumptions used for the grants issued for the year ended December 31, 2021 (Successor) and the period from April 13, 2020 to December 31, 2020 (Successor):


	Successor
	Year Ended December 31, 2021(1)			April 13 to December 31, 2020
Risk-free rate		0.14	%		0.20	%
Volatility		80.00	%		40.00	%
Time to liquidity event (years)		2.00			3.00
Discount for lack of marketability (DLOM)		—			20.00	%

(1)

Assumptions are for the Class B Profits Interests Units through the date of the Company's IPO on June 9, 2021.

The volatility assumption used in the Monte Carlo simulation model is based on the expected volatility of public companies in similar industries, adjusted to reflect the differences between the Company and public companies in size, resources, time in industry, and breadth of service offerings.

The following is a summary of Class B Profits Interests Units for the periods presented:


	Class B Profits Interests			Weighted- Average Grant Date Fair Value
Outstanding, April 13, 2020 (Successor)		—		$	—
Granted		143,343			0.13
Outstanding, December 31, 2020 (Successor)		143,343		$	0.13
Granted		9,522			0.16
Forfeited		(245	)		0.13
Converted		(152,620	)		0.13
Outstanding, December 31, 2021 (Successor)		—		$	—

The Class B Profits Interests Units outstanding as of December 31, 2020 (Successor) had a corresponding hurdle value of $1,015,392. There were no Class B Profits Interests Units outstanding as of December 31, 2021 (Successor).

Stock and Unit-Based Compensation Expense

The Company recognized unit-based compensation expense related to the Class B Profits Interests within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss) as follows:


	Successor
	Year Ended December 31, 2021		April 13 to December 31, 2020
Unit-based compensation expense	$	1,135	$	1,452

As part of the Organizational Transactions, the Class B Profits Interests Units that were subject to vesting over a period of continuous employment or service and were unvested upon the Organizational Transactions were converted to restricted stock that vests over a modified requisite service period of three years. The unvested Class B Profits Interests Units that were subject to vesting upon the sale of the Company were converted to restricted stock that were modified to add both a market and service condition and vest between six months and two years following the IPO.

These awards, which were subject to vesting upon the sale of the Company, were deemed improbable until June 10, 2021 when the IPO occurred. As a result of this vesting condition being deemed probable on the date of the IPO, the equity holders

of these awards received 30,766 shares of common stock issued as restricted stock that are subject to market and service-based vesting conditions.

The stock compensation expense recorded for these modifications to convert the Class B Profits Interests Units to restricted stock, acceleration of vesting terms, and the additional RSUs granted at the time of IPO is included in the $258,304 of stock-based compensation expense for the year ended December 31, 2021 (Successor). This amount was recognized within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss).

Acquisitions - Summary of Consideration Transferred (Details) - USD ($)
$ in Thousands

4 Months Ended

9 Months Ended

12 Months Ended

May 14, 2020

Dec. 31, 2020

Dec. 31, 2021

Outpatient Mental Health Practices

Class of units

$ 381,823

Cash consideration to be paid

Cash consideration

$ 12,369

$ 169,708

105,203

326

Debt consideration

500

Total consideration transferred

16,657

187,518

117,700

Debt | Outpatient Mental Health Practices

Class A-2 Common Units [Member] | Outpatient Mental Health Practices

Debt consideration

^[1]

7,590

1,486

Stockholders and Member Equity

Class of units

$ 3,788

$ 10,220

$ 10,685

[1]	Excludes 511 Class A-2 common units related to the promissory note (see “Debt consideration”) issued during the Predecessor 2020 Period that was subsequently converted to equity during the Successor 2020 Period.

Stockholders' Equity Members' Deficit

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

NOTE 16 STOCKHOLDERS'/MEMBERS’ EQUITY (DEFICIT)

Common Stock - Post-IPO

As discussed in Note 1, upon completion of the Company’s IPO in June 2021, the Company sold 32,800 shares of common stock at an offering price of $18.00 per share.

In connection with the IPO, the Company increased its authorized shares from 1 to 800,000 shares of common stock, par value $0.01 per share.

The Company's common stock/units consisted of the following units and common stock, which have been authorized and issued as follows as of the period ended:


	Redeemable Class A Units			Class A-1 Units			Class A-2 Units			Class B Units			Common Stock		Total
Balance as of April 13, 2020 (Successor)		—			—			—			—			—		—
Issued		35,000			959,563			49,946			—			—		1,044,509
Balance as of December 31, 2020 (Successor)		35,000			959,563			49,946			—			—		1,044,509
Issued		—			—			1,687			—			—		1,687
Vested Class B Profits Interests		—			—			—			17,920			—		17,920
Conversion of pre-IPO units to common stock		(35,000	)		(959,563	)		(51,633	)		(17,920	)		340,849		(723,267	)
Initial Public Offering		—			—			—			—			32,800		32,800
Endowment to the LifeStance Health Foundation		—			—			—			—			500		500
Issuance of common stock upon vesting of restricted stock units		—			—			—			—			106		106
Balance as of December 31, 2021 (Successor)		—			—			—			—			374,255		374,255


	Predecessor
	December 31, 2019
	Units
	Authorized		Issued
Class A		182,807		25,252
Class B		38,695		—
Class C		28,303		4,980
Total units		249,805		30,232

Common Units - Pre-IPO

The chief executive officer (“CEO”) had 35,000 redeemable Class A units prior to the completion of the IPO. The CEO had the right, upon termination for any reason other than proper cause, to put his redeemable Class A units back to the partnership at fair value (“Put Right”). The CEO (or permitted transferee) shall have this Put Right also upon death or disability. As this

was both outside of the Company’s control and probable to eventually occur, the redeemable Class A units subject to this Put Right were classified as mezzanine equity and carried at fair value (i.e., redemption price). There was no change to the fair value between May 14, 2020 and December 31, 2020. There was a change to the fair value during the period from January 1 to June 9, 2021 (Successor) of $36,750 resulting from a change in the probability assumption of an IPO. On June 9, 2021, the redeemable Class A units were converted into 10,234 shares of the Company’s common stock.

Class A and Class A-1 Common Units had equal voting rights. Class A-2, Class B and Class C Common Units were nonvoting units. All Common Units had no par value.

Upon the closing of the TPG Acquisition, the Company initiated two share exchanges for all outstanding shares, including Class A and Class C Units, as well as Series A and Series A-1 Preferred Units. Subsequent to the share exchanges, holders of the units received cash consideration for a portion of their units, and the remaining units were exchanged for Class A-1 and Class A-2 units of LifeStance TopCo based on a predetermined exchange ratio. There were 345,978 Class A-1 units, inclusive of 35,000 redeemable units, and 35,845 Class A-2 units outstanding a result of the exchange of equity on May 14, 2020. No Class A Units or Class C Units were outstanding after the TPG Acquisitions as a result of the conversion.

See Note 15 for discussion regarding Class B Units outstanding pre-IPO.

Preferred Stock

In connection with the Company’s IPO, the Company authorized the issuance of 25,000 shares of its preferred stock, par value $0.01 per share. There are no shares of preferred stock outstanding as of December 31, 2021 (Successor).

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Schedule of Basic and Diluted Net Loss Per Share

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

The following table presents the calculation of basic and diluted net income/(loss) per share (“EPS”) for the Company’s common shares (on an as-converted basis):


	Successor
	Year Ended December 31, 2021			April 13 to December 31, 2020
Net loss available to common stockholders'/members'	$	(343,947	)	$	(13,125	)
Weighted-average shares used to compute basic and diluted net loss per share		327,523			302,335
Net loss per share, basic and diluted	$	(1.05	)	$	(0.04	)

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss available to common stockholders'/members'	$ (298,189)	$ (13,125)	$ (343,947)	$ (58,904)
Weighted-average shares used to compute basic and diluted net loss per share		302,335	327,523
NET LOSS PER SHARE, BASIC AND DILUTED		$ (0.04)	$ (1.05)

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

12 Months Ended

Dec. 31, 2021

GOODWILL

NOTE 9 GOODWILL

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


	Amount
Beginning balance as of April 13, 2020 (Successor)	$	—
TPG Acquisition (Note 3)		926,658
Measurement period adjustment (Note 3)		2,977
Business acquisitions (Note 4)		169,024
Ending balance as of December 31, 2020 (Successor)	$	1,098,659
Business acquisitions (Note 4)		107,999
Measurement period adjustments		(2,114	)
Ending balance as of December 31, 2021 (Successor)	$	1,204,544

Stock and Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Restricted Stock Awards (RSA) Activity

The following is a summary of restricted stock transactions as of and for the year ended December 31, 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, June 9, 2021 (Successor)		—		$	—
Converted		30,766			11.98
Granted		—			—
Vested		(7,265	)		11.98
Unvested, December 31, 2021 (Successor)		23,501		$	11.98

Summary of Restricted Stock Unit (RSU) Activity

The following is a summary of RSU transactions as of and for the year ended December 31, 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, June 9, 2021 (Successor)		—		$	—
Converted		—			—
Granted		6,208			17.93
Vested		(106	)		17.23
Canceled and forfeited		(71	)		18.00
Outstanding, December 31, 2021 (Successor)		6,031		$	17.95

Summary of Stock and Unit Based Compensation Award Valuation Assumptions


	Successor
	Year Ended December 31, 2021(1)			April 13 to December 31, 2020
Risk-free rate		0.14	%		0.20	%
Volatility		80.00	%		40.00	%
Time to liquidity event (years)		2.00			3.00
Discount for lack of marketability (DLOM)		—			20.00	%

(1)

Assumptions are for the Class B Profits Interests Units through the date of the Company's IPO on June 9, 2021.

Summary of Class B Profits Interests Units

The following is a summary of Class B Profits Interests Units for the periods presented:


	Class B Profits Interests			Weighted- Average Grant Date Fair Value
Outstanding, April 13, 2020 (Successor)		—		$	—
Granted		143,343			0.13
Outstanding, December 31, 2020 (Successor)		143,343		$	0.13
Granted		9,522			0.16
Forfeited		(245	)		0.13
Converted		(152,620	)		0.13
Outstanding, December 31, 2021 (Successor)		—		$	—

Summary Of Unit Based Compensation Expense


	Successor
	Year Ended December 31, 2021		April 13 to December 31, 2020
Unit-based compensation expense	$	1,135	$	1,452

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Summary Of Consideration Transferred

Total consideration transferred for these acquisitions consisted of the following:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Cash consideration	$	105,203	$	169,708	$	12,369
Cash consideration to be paid		326		—		—
Contingent consideration, at initial fair value		10,685		10,220		3,788
Class A-2 common units1		1,486		7,590		—
Debt consideration		—		—		500
Total consideration transferred	$	117,700	$	187,518	$	16,657

(1)

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


	Successor				Predecessor
Allocation of Purchase Price	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Cash	$	4,718	$	5,573	$	238
Patient accounts receivable		6,954		10,371		1,344
Property and equipment		887		1,948		234
Prepaid expenses and other current assets		428		3,415		68
Deposits		201		521		87
Intangible assets		6,601		11,766		2,080
Goodwill		107,999		169,024		14,099
Total assets acquired		127,788		202,618		18,150
Total liabilities assumed		10,088		15,100		1,493
Fair value of net assets	$	117,700	$	187,518	$	16,657

Schedule Of Finite Lived Intangible Assets Acquired As Part Of Business Combination

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


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Regional trade names (1)	$	3,940	$	7,577	$	1,721
Non-competition agreements (2)		2,661		4,189		359
Total	$	6,601	$	11,766	$	2,080

(1)

Useful lives for trade names are 5 years.

(2)

Useful lives for non-competition agreements are 5 years.

Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements

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


	Successor				Predecessor
Contingent consideration	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Maximum contingent consideration based on acquisition agreements	$	13,007	$	19,038	$	4,336

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense And Other Assets Current [Abstract]
Clinical advances	$ 4,614	$ 4,586
Prepaid rent	4,874	2,549
Prepaid fixed fee bonuses	6,831	1,680
Prepaid other	3,135	1,702
Tenant improvement receivables	18,617	2,418
Other current assets	4,342	810
Total	$ 42,413	$ 13,745

Other Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consist of the following:


	Successor
	December 31, 2021		December 31, 2020
Patient credits payable	$	10,457	$	7,350
Accrual for goods received, not invoiced		5,537		—
Accrued professional fees		3,450		233
Credit card payable		1,253		110
Other accrued expense		5,813		6,992
Total	$	26,510	$	14,685

Intangible Assets - Summary of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,435	$ 23,270	$ 39,042	$ 3,056

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expense And Other Assets Current [Abstract]

Prepaid Expenses and Other Current Assets

NOTE 5 PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:


	Successor
	December 31, 2021		December 31, 2020
Clinician advances	$	4,614	$	4,586
Prepaid rent		4,874		2,549
Prepaid fixed fee bonuses		6,831		1,680
Prepaid other		3,135		1,702
Tenant improvement receivables		18,617		2,418
Other current assets		4,342		810
Total	$	42,413	$	13,745

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Material assets or liabilities measured at fair value on a recurring basis	$ 0	$ 0

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets With Definite Lives

Intangible assets consist of the following:


December 31, 2021 (Successor)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	34,417	$	(9,633	)	$	24,784		5.0
LifeStance trade names		235,500		(17,090	)		218,410		22.5
Non-competition agreements		92,750		(35,589	)		57,161		4.2
Total intangible assets	$	362,667	$	(62,312	)	$	300,355


December 31, 2020 (Successor)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	30,477	$	(3,178	)	$	27,299		5.0
LifeStance trade names		235,500		(6,624	)		228,876		22.5
Non-competition agreements		90,089		(13,468	)		76,621		4.1
Total intangible assets	$	356,066	$	(23,270	)	$	332,796

Summary of Intangible Assets Amortization Expense

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:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020		Year Ended December 31, 2019
Amortization expense	$	39,042	$	23,270	$	1,435	$	3,056

Summary of Future Amortization of Intangible Assets

The future amortization of intangible assets is as follows:


Year Ended December 31,	Amount
2022	$	39,775
2023		39,775
2024		27,537
2025		15,992
2026		11,200
Thereafter		166,076
Total	$	300,355

Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			4 Months Ended	9 Months Ended		12 Months Ended
	Jun. 25, 2021	Jun. 14, 2021	May 14, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares				1,044,509,000		1,687,000
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs			$ 0		$ 0	$ 548,905	$ 0
Reclassification of redeemable investor units						71,648
Reclassification of common units to additional paid in capital						1,008,688
Reclassification of Common Stock						3,408
Cash payment for restructuring						1,000
Aggregate cost						$ 10,000
Common Stock Option Subject To Service Based Vesting
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares						30,766,000
Common Stock [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares						295,663,000
Common Stock [Member] \| Selling Shareholders
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares		7,200,000
Shares offering, price per share		$ 18.00
Class B Profits Interests Units
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of units converted						152,620,000
I P O
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Shares offering, price per share						$ 18.00
I P O \| Common Stock [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares						32,800,000
Over-Allotment Option
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares	6,000,000
Life Stance Top Co
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of units converted						1,046,196,000
Lifestance
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs		$ 548,905
Payments for underwriting expense		32,472
Deferred offering costs		$ 9,023
Conversion of common units into common stock upon closing of initial public offering, Shares						310,083,000
Lifestance \| I P O
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares		32,800,000

Commitments and Contingencies - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Beginning balance	$ 25,536	$ 0	$ 16,414
Additions related to TPG Acquisition	0	9,909	0
Additions related to acquisitions	3,788	10,220	10,685
Payments of contingent consideration	(19,093)	(4,291)	(12,279)
Loss (gain) on remeasurement	(322)	576	2,610
Ending balance	$ 9,909	$ 16,414	$ 17,430

Stock And Unit-Based Compensation - Summary of Stock and Unit Based Compensation Award Valuation Assumptions (Details)

9 Months Ended

12 Months Ended

Dec. 31, 2020

Dec. 31, 2021

^[1]

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Risk-free rate

0.20%

0.14%

Volatility

40.00%

80.00%

Time to liquidity event (years)

3 years

2 years

Discount for lack of marketability (DLOM)

20.00

[1]	Assumptions are for the Class B Profits Interests Units through the date of the Company's IPO on June 9, 2021

TPG Acquisition - Schedule Of Business Combination Consideration Transferred (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Cash consideration	$ 670,941
Class of units	381,823
T P G Acquisition
Business Acquisition [Line Items]
Cash consideration	670,941
Total consideration transferred	1,052,764
T P G Acquisition \| Class A-1 Units
Business Acquisition [Line Items]
Class of units	345,978
T P G Acquisition \| Class A-2 Common Units [Member]
Business Acquisition [Line Items]
Class of units	$ 35,845

Stockholders' Equity Members' Deficit - Summary of Common Stock (Details) - shares		9 Months Ended	12 Months Ended
	Jun. 09, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0	1,044,509,000
Issuance of common , Shares		1,044,509,000	1,687,000
Vested Class B Profits Interest			17,920,000
Conversion to common stock			(723,267,000)
Initial Public Offering			32,800,000
Endowment to the LifeStance Health Foundation			500,000
Issuance of common stock upon vesting of restricted stock units,shares			106,000
Ending Balance		1,044,509,000	374,255,000
Common Stock, Shares Authorized		0	800,000,000	249,805,000
Common Stock, Shares, Issued		0	374,255,000	30,232,000
Common Class A [Member]
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				182,807,000
Common Stock, Shares, Issued				25,252,000
Class B Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Vested Class B Profits Interest			17,920,000
Common Stock, Shares Authorized				38,695,000
Common Stock, Shares, Issued				0
Common Class C [Member]
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				28,303,000
Common Stock, Shares, Issued				4,980,000
Redeemable Class A Unit
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0	35,000,000
Issuance of common , Shares		35,000,000	0
Vested Class B Profits Interest			0
Conversion to common stock			35,000,000
Initial Public Offering			0
Endowment to the LifeStance Health Foundation			0
Issuance of common stock upon vesting of restricted stock units,shares			0
Ending Balance		35,000,000	0
Class A-1 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0	959,563,000
Issuance of common , Shares		959,563,000	0
Vested Class B Profits Interest			0
Conversion to common stock			959,563,000
Initial Public Offering			0
Endowment to the LifeStance Health Foundation			0
Issuance of common stock upon vesting of restricted stock units,shares			0
Ending Balance		959,563,000	0
Class A-2 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0	49,946,000
Issuance of common , Shares		49,946,000	1,687,000
Vested Class B Profits Interest			0
Conversion to common stock			51,633,000
Initial Public Offering			0
Endowment to the LifeStance Health Foundation			0
Issuance of common stock upon vesting of restricted stock units,shares			0
Ending Balance		49,946,000	0
Class B Units [Member]
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0	0
Issuance of common , Shares		0	0
Vested Class B Profits Interest			17,920,000
Conversion to common stock			17,920,000
Initial Public Offering			0
Endowment to the LifeStance Health Foundation			0
Issuance of common stock upon vesting of restricted stock units,shares			0
Ending Balance		0	0
Common Stock [Member]
Subsidiary Sale Of Stock [Line Items]
Begining Balance		0
Conversion to common stock	(10,234,000)		(340,849,000)
Initial Public Offering			32,800,000
Endowment to the LifeStance Health Foundation			500,000
Issuance of common stock upon vesting of restricted stock units,shares			106,000
Ending Balance			374,255,000

Acquisitions - Schedule of Fair Value Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Business Combinations [Abstract]
Cash	$ 238	$ 5,573	$ 4,718
Patient accounts receivable	1,344	10,371	6,954
Property and equipment	234	1,948	887
Prepaid expenses and other current assets	68	3,415	428
Deposits	87	521	201
Intangible assets	2,080	11,766	6,601
Goodwill	14,099	169,024	107,999
Total assets acquired	18,150	202,618	127,788
Total liabilities assumed	1,493	15,100	10,088
Fair value of net assets	$ 16,657	$ 187,518	$ 117,700

Related Party Transactions - Additional Information (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 Facility
Related Party Transactions [Abstract]
Number of office facilities \| Facility			41
Clinicians expiration			2030
Termination Fee	$ 1,213,000
Management fee		$ 0

Redeemable Convertible Preferred Units - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Series A1 Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Percentage of dividends annual rate	8.00%
Cumulative dividend in preferred unit		$ 19,950
Percentage of liquidation preference of preferred stock	8.00%
Series A1 Preferred Stock \| I P O
Redeemable Noncontrolling Interest [Line Items]
Percentage of purchase price	350.00%
Series A Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Cumulative dividend in preferred unit		$ 2,943
T P G Acquisition
Redeemable Noncontrolling Interest [Line Items]
Business acquisition, equity percentage interests acquired	100.00%
T P G Acquisition \| Series A1 Preferred Stock \| I P O
Redeemable Noncontrolling Interest [Line Items]
Proceeds to the company underwriting discounts or commissions and offering expenses	$ 50,000

Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 362,667	$ 356,066
Accumulated Amortization	62,312	23,270
Total	300,355	332,796
Regional Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	34,417	30,477
Accumulated Amortization	9,633	3,178
Total	$ 24,784	$ 27,299
Intangible assets useful life	5 years	5 years
Life Stance Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 235,500	$ 235,500
Accumulated Amortization	17,090	6,624
Total	$ 218,410	$ 228,876
Intangible assets useful life	22 years 6 months	22 years 6 months
Non Competition Agreements [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 92,750	$ 90,089
Accumulated Amortization	35,589	13,468
Total	$ 57,161	$ 76,621
Intangible assets useful life	4 years 2 months 12 days	4 years 1 month 6 days

Acquisitions - Schedule of Fair Values of Acquired Intangible Assets (Details) - USD ($)
$ in Thousands

4 Months Ended

9 Months Ended

12 Months Ended

May 14, 2020

Dec. 31, 2020

Dec. 31, 2021

Acquired intangible assets, Fair value

$ 2,080

$ 11,766

Regional Trade Names

Acquired intangible assets, Fair value

^[1]

1,721

7,577

3,940

Non Competition Agreements

Acquired intangible assets, Fair value

^[2]

$ 359

$ 4,189

$ 2,661

[1]	Useful lives for trade names are 5 years.
[2]	Useful lives for non-competition agreements are 5 years.

Related Party Transactions - Schedule of Related Party Management Fees (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions [Abstract]
Management fees	$ 14	$ 142	$ 1,445

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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