8-K
false000184525700018452572023-05-102023-05-10

 

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 10, 2023

 

 

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40478

86-1832801

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4800 N. Scottsdale Road

Suite 6000

 

Scottsdale, Arizona

 

85251

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

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

 

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

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

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

LFST

 

The Nasdaq Stock Market LLC

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

Emerging growth company

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

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 10, 2023, LifeStance Health Group, Inc. ("LifeStance Health Group", "LifeStance" or the "Company") issued a press release announcing its results of operations for the first quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into LifeStance Health Group's filings with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

Description

99.1

 

Press Release dated May 10, 2023.

99.2

 

Slide presentation providing supplemental information.

104

 

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

 

 


SIGNATURES

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

 

 

 

LifeStance Health Group, Inc.

 

 

 

 

Date:

May 10, 2023

By:

/s/ David Bourdon

 

 

 

David Bourdon
Chief Financial Officer and Treasurer
(principal financial and accounting officer)

 


EX-99

 

Exhibit 99.1

 

Investor Relations Contact

Monica Prokocki

VP of Investor Relations

602-767-2100

investor.relations@lifestance.com

 

LifeStance Reports First Quarter 2023 Results

 

SCOTTSDALE, Ariz. – May 10, 2023 – LifeStance Health Group, Inc. (Nasdaq: LFST), one of the nation’s largest providers of outpatient mental healthcare, today announced financial results for the first quarter ended March 31, 2023.

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

Q1 2023 Highlights and FY 2023 Outlook

Total revenue of $252.6 million increased $49.5 million or 24% compared to revenue of $203.1 million
Total clinicians of 5,961 up 19%, a sequential net increase of 330 in the first quarter
Net loss of $34.2 million compared to net loss of $62.3 million, primarily driven by stock-based compensation
Adjusted EBITDA of $10.1 million compared to Adjusted EBITDA of $12.5 million
Raising revenue and Center Margin guidance: Now expecting full year 2023 revenue of $990 million to $1.02 billion and Center Margin of $274 to $290 million; reaffirming full year 2023 Adjusted EBITDA guidance of $50 to $62 million

“We kicked off the year with positive momentum, thanks to the commitment and dedication of our employees, including nearly 6,000 clinicians,” said Ken Burdick, Chairman and CEO of LifeStance. “The team remains focused on execution of our priorities of simplifying administrative complexity and gaining operating leverage. At the same time, we are making progress against our strategic initiatives to improve operational performance, lay the foundation for profitable and sustainable growth, and deliver on our mission of expanding access to high-quality, affordable mental healthcare.”

Financial Highlights

 

 

 

 

 

 

 

 

 

 

 

Q1 2023

 

 

Q1 2022

 

 

Y/Y

 

(in millions)

 

 

 

 

 

 

 

 

 

Total revenue

 

$

252.6

 

 

$

203.1

 

 

 

24

%

Loss from operations

 

 

(34.1

)

 

 

(64.9

)

 

 

(47

%)

Center Margin

 

 

69.6

 

 

 

54.2

 

 

 

28

%

Net loss

 

 

(34.2

)

 

 

(62.3

)

 

 

(45

%)

Adjusted EBITDA

 

 

10.1

 

 

 

12.5

 

 

 

(19

%)

As % of Total revenue:

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(13.5

%)

 

 

(32.0

%)

 

 

 

Center Margin

 

 

27.6

%

 

 

26.7

%

 

 

 

Net loss

 

 

(13.5

%)

 

 

(30.7

%)

 

 

 

Adjusted EBITDA

 

 

4.0

%

 

 

6.2

%

 

 

 

 

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

Total revenue grew 24% to $252.6 million. Strong revenue growth in the first quarter was driven primarily by net clinician growth and increased visit volumes.
Loss from operations was $34.1 million, primarily driven by stock-based compensation expense of $23.9 million. Net loss was $34.2 million.
Center Margin grew 28% to $69.6 million, or 27.6% of total revenue.
Adjusted EBITDA declined 19% to $10.1 million, or 4.0% of total revenue. Adjusted EBITDA as a percentage of revenue decreased as a result of higher G&A expenses from investments in the business.

Balance Sheet, Cash Flow and Capital Allocation

LifeStance used $7.9 million cash flow from operations during the first quarter of 2023. The Company ended the first quarter with cash of $68.3 million and net long-term debt of $224.8 million.

 


 

2023 Guidance

LifeStance is raising full year revenue and Center Margin guidance, with the following outlook for 2023:

The Company expects full year revenue of $990 million to $1.02 billion, Center Margin of $274 to $290 million, and Adjusted EBITDA of $50 to $62 million.
For the second quarter of 2023, the Company expects total revenue of $250 to $260 million, Center Margin of $69 to $76 million, and Adjusted EBITDA of $10 to $16 million.

Conference Call, Webcast Information, and Presentations

LifeStance will hold a conference call today, May 10, 2023, at 8:30 a.m. Eastern Time to discuss the first quarter 2023 results. Investors who wish to participate in the call should dial 1-800-715-9871, domestically, or 1-646-307-1963, internationally, approximately 10 minutes before the call begins and provide conference ID number 1854301 or ask to be joined into the LifeStance call. A real-time audio webcast can be accessed via the Events and Presentations section of the LifeStance Investor Relations website (https://investor.lifestance.com), where related materials will be posted prior to the conference call.

About LifeStance Health Group, Inc.

Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable, and personalized mental healthcare. LifeStance employs approximately 6,000 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 34 states and approximately 600 centers. To learn more, please visit www.LifeStance.com.

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

Forward-Looking Statements

Statements in this press release and on the related teleconference that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements. These statements include, but are not limited to full year and second quarter guidance and management's related assumptions, statements about the Company’s financial position; business plans and objectives; general economic and industry trends; operating results; and working capital and liquidity and other statements contained in this presentation that are not historical facts. When used in this press release and on the related teleconference, words such as “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our ability to recruit new clinicians and retain existing clinicians; if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with affiliated practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; the impact of health care reform legislation and other changes in the healthcare industry and in health care spending on us is currently unknown, but may harm our business; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; actual or anticipated changes or fluctuations in our results of operations; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” included in the reports we have filed or will file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent filings made with the Securities and Exchange Commission. LifeStance does not undertake to update any forward-looking

 


 

statements made in this press release to reflect any change in management's expectations or any change in the assumptions or circumstances on which such statements are based, except as otherwise required by law.

Non-GAAP Financial Information

This press release contains certain non-GAAP financial measures, including Center Margin, Adjusted EBITDA, and Adjusted EBITDA margin. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included at the end of this release. Management believes these non-GAAP financial measures are useful in evaluating the Company’s operating performance, and may be helpful to securities analysts, institutional investors and other interested parties in understanding the Company’s operating performance and prospects. These non-GAAP financial measures, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Therefore, the Company’s non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP, such as net loss or loss from operations.

Center Margin and Adjusted EBITDA anticipated for the second quarter of 2023 and full year 2023 are calculated in a manner consistent with the historical presentation of these measures at the end of this release. Reconciliation for the forward-looking second quarter of 2023 and full year 2023 Center Margin and Adjusted EBITDA guidance is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. As such, LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.

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

# # # #

 

Consolidated Financial Information and Reconciliations

 


 

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except for par value)

 

 

 

 

 

March 31, 2023

 

 

December 31, 2022

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

68,294

 

 

$

108,621

 

Patient accounts receivable, net

 

 

118,382

 

 

 

100,868

 

Prepaid expenses and other current assets

 

 

25,833

 

 

 

23,734

 

Total current assets

 

 

212,509

 

 

 

233,223

 

NONCURRENT ASSETS

 

 

 

 

 

 

Property and equipment, net

 

 

193,511

 

 

 

194,189

 

Right-of-use assets

 

 

196,193

 

 

 

199,431

 

Intangible assets, net

 

 

253,964

 

 

 

263,294

 

Goodwill

 

 

1,293,613

 

 

 

1,272,939

 

Other noncurrent assets

 

 

8,772

 

 

 

10,795

 

Total noncurrent assets

 

 

1,946,053

 

 

 

1,940,648

 

Total assets

 

$

2,158,562

 

 

$

2,173,871

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

7,709

 

 

$

12,285

 

Accrued payroll expenses

 

 

83,673

 

 

 

75,650

 

Other accrued expenses

 

 

32,022

 

 

 

30,428

 

Current portion of contingent consideration

 

 

13,257

 

 

 

15,876

 

Operating lease liabilities, current

 

 

41,647

 

 

 

38,824

 

Other current liabilities

 

 

2,833

 

 

 

2,936

 

Total current liabilities

 

 

181,141

 

 

 

175,999

 

NONCURRENT LIABILITIES

 

 

 

 

 

 

Long-term debt, net

 

 

224,761

 

 

 

225,079

 

Operating lease liabilities, noncurrent

 

 

207,903

 

 

 

212,586

 

Deferred tax liability, net

 

 

37,569

 

 

 

38,701

 

Other noncurrent liabilities

 

 

2,059

 

 

 

2,783

 

Total noncurrent liabilities

 

 

472,292

 

 

 

479,149

 

Total liabilities

 

$

653,433

 

 

$

655,148

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Preferred stock – par value $0.01 per share; 25,000 shares authorized as of
   March 31, 2023 and December 31, 2022; 0 shares issued and outstanding as
   of March 31, 2023 and December 31, 2022

 

 

 

 

 

 

Common stock – par value $0.01 per share; 800,000 shares authorized as of
   March 31, 2023 and December 31, 2022; 376,537 and 375,964 shares
   issued and outstanding as of March 31, 2023 and December 31, 2022,
   respectively

 

 

3,767

 

 

 

3,761

 

Additional paid-in capital

 

 

2,108,184

 

 

 

2,084,324

 

Accumulated other comprehensive income

 

 

2,004

 

 

 

3,274

 

Accumulated deficit

 

 

(608,826

)

 

 

(572,636

)

Total stockholders' equity

 

 

1,505,129

 

 

 

1,518,723

 

Total liabilities and stockholders’ equity

 

$

2,158,562

 

 

$

2,173,871

 

 

 


 

consolidated statements of operations and comprehensive loss

(unaudited)

(In thousands, except for Net Loss per Share)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

TOTAL REVENUE

 

$

252,589

 

 

$

203,095

 

OPERATING EXPENSES

 

 

 

 

 

 

Center costs, excluding depreciation and amortization shown separately below

 

 

182,987

 

 

 

148,893

 

General and administrative expenses

 

 

84,626

 

 

 

103,369

 

Depreciation and amortization

 

 

19,069

 

 

 

15,684

 

Total operating expenses

 

$

286,682

 

 

$

267,946

 

LOSS FROM OPERATIONS

 

$

(34,093

)

 

$

(64,851

)

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

Gain (loss) on remeasurement of contingent consideration

 

 

1,037

 

 

 

(434

)

Transaction costs

 

 

(86

)

 

 

(278

)

Interest expense, net

 

 

(5,092

)

 

 

(3,441

)

Other expense

 

 

(45

)

 

 

 

Total other expense

 

$

(4,186

)

 

$

(4,153

)

LOSS BEFORE INCOME TAXES

 

 

(38,279

)

 

 

(69,004

)

INCOME TAX BENEFIT

 

 

4,037

 

 

 

6,676

 

NET LOSS

 

$

(34,242

)

 

$

(62,328

)

NET LOSS PER SHARE, BASIC AND DILUTED

 

 

(0.09

)

 

 

(0.18

)

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

 

 

360,902

 

 

 

350,849

 

 

 

 

 

 

 

 

NET LOSS

 

$

(34,242

)

 

$

(62,328

)

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

Unrealized losses on cash flow hedge, net of tax

 

 

(1,270

)

 

 

 

COMPREHENSIVE LOSS

 

$

(35,512

)

 

$

(62,328

)

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(34,242

)

 

$

(62,328

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

19,069

 

 

 

15,684

 

Non-cash operating lease costs

 

 

10,113

 

 

 

 

Stock-based compensation

 

 

23,866

 

 

 

59,855

 

Amortization of discount and debt issue costs

 

 

549

 

 

 

295

 

(Gain) loss on remeasurement of contingent consideration

 

 

(1,037

)

 

 

434

 

Loss on disposal of assets

 

 

45

 

 

 

 

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

 

 

 

 

 

 

Patient accounts receivable, net

 

 

(17,138

)

 

 

(18,121

)

Prepaid expenses and other current assets

 

 

(4,543

)

 

 

(12,065

)

Accounts payable

 

 

(5,466

)

 

 

1,852

 

Accrued payroll expenses

 

 

7,663

 

 

 

12,759

 

Operating lease liabilities

 

 

(8,736

)

 

 

 

Other accrued expenses

 

 

1,967

 

 

 

4,943

 

Net cash (used in) provided by operating activities

 

$

(7,890

)

 

$

3,308

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of property and equipment

 

 

(7,729

)

 

 

(27,910

)

Acquisitions of businesses, net of cash acquired

 

 

(19,820

)

 

 

(22,945

)

Net cash used in investing activities

 

$

(27,549

)

 

$

(50,855

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from long-term debt

 

 

 

 

 

20,000

 

Payments of long-term debt

 

 

(586

)

 

 

(331

)

Payments of contingent consideration

 

 

(4,302

)

 

 

(5,720

)

Taxes related to net share settlement of equity awards

 

 

 

 

 

(441

)

Net cash (used in) provided by financing activities

 

$

(4,888

)

 

$

13,508

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(40,327

)

 

 

(34,039

)

Cash and Cash Equivalents - Beginning of period

 

 

108,621

 

 

 

148,029

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

68,294

 

 

$

113,990

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest

 

$

5,059

 

 

$

3,091

 

Cash paid for taxes, net of refunds

 

$

(13

)

 

$

(60

)

SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND
   FINANCING ACTIVITIES

 

 

 

 

 

 

Equipment financed through finance leases

 

$

 

 

$

57

 

Contingent consideration incurred in acquisitions of businesses

 

$

1,985

 

 

$

2,470

 

Acquisition of property and equipment included in liabilities

 

$

8,297

 

 

$

12,320

 

 

 


 

RECONCILIATION OF loss FROM OPERATIONS TO CENTER MARGIN

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

(in thousands)

 

 

 

 

 

 

Loss from operations

 

$

(34,093

)

 

$

(64,851

)

Adjusted for:

 

 

 

 

 

 

Depreciation and amortization

 

 

19,069

 

 

 

15,684

 

General and administrative expenses (1)

 

 

84,626

 

 

 

103,369

 

Center Margin

 

$

69,602

 

 

$

54,202

 

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

 

RECONCILIATION OF NET loss TO ADJUSTED EBITDA

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

(in thousands)

 

 

 

 

 

 

Net loss

 

$

(34,242

)

 

$

(62,328

)

Adjusted for:

 

 

 

 

 

 

Interest expense, net

 

 

5,092

 

 

 

3,441

 

Depreciation and amortization

 

 

19,069

 

 

 

15,684

 

Income tax benefit

 

 

(4,037

)

 

 

(6,676

)

(Gain) loss on remeasurement of contingent consideration

 

 

(1,037

)

 

 

434

 

Stock-based compensation expense

 

 

23,866

 

 

 

59,855

 

Loss on disposal of assets

 

 

45

 

 

 

 

Transaction costs (1)

 

 

86

 

 

 

278

 

Executive transition costs

 

 

160

 

 

 

 

Litigation costs (2)

 

 

403

 

 

 

 

Strategic initiatives (3)

 

 

407

 

 

 

 

Other expenses (4)

 

 

292

 

 

 

1,794

 

Adjusted EBITDA

 

$

10,104

 

 

$

12,482

 

 

(1)
Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions.
(2)
Litigation costs include only those costs which are considered non-recurring and outside of the ordinary course of business based on the following considerations, which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) the complexity of the case, (iii) the nature of the remedy(ies) sought, including the size of any monetary damages sought, (iv) the counterparty involved, and (v) our overall litigation strategy.
(3)
Represents costs, such as third-party consulting costs and one-time costs, that are not part of our ongoing operations related to our systems strategic initiatives.
(4)
Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are affiliated practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration and other are components of general and administrative expenses included in our unaudited consolidated statements of operations and comprehensive loss. Former owner fees is a component of center costs, excluding depreciation and amortization included in our unaudited consolidated statements of operations and comprehensive loss.

 


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Reimagining Mental Health Q1 2023 Earnings Presentation • May 10, 2023 Exhibit 99.2


Slide 2

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


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LifeStance: Reimagining Mental Healthcare *Note: Unless otherwise stated, data is as of March 31, 2023; (1) Trailing twelve months Building the Leading Outpatient Mental Health Platform Increasing access to trusted, affordable, and personalized mental healthcare A truly healthy society where mental and physical healthcare are unified to make lives better OUR VISION OUR MISSION Tech-enabled platform supporting hybrid model of virtual and in-person care In-network reimbursement providing affordable access to high-quality care National platform with unmatched scale Multidisciplinary clinician model composed of W-2 employed psychiatrists, APNs, psychologists & therapists 5,961 Clinicians 19% Y/Y Growth $909M Revenue | TTM(1) 25% Y/Y TTM(1) Growth 6.0M Visits | TTM(1) 600+ Centers in 34 States 1 2 3 4


Slide 4

Q1 2023 Highlights Q1 Revenue of $252.6 million increased 24% year-over-year Total clinicians of 5,961, +19% Y/Y; 330 net clinician adds in Q1 Q1 Center Margin of $69.6 million, or 27.6% as a percentage of revenue Q1 Adjusted EBITDA of $10.1 million, or 4.0% as a percentage of revenue Ended Q1 with a cash position of $68.3 million Continued to deploy proprietary online booking and intake experience (“OBIE”) across the country, which is now live in 26 states Made progress against strategic initiatives, including signing with vendors to implement an HRIS and a technology platform that enables credentialing and onboarding of clinicians Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 5

Q1 2023 Results Adjusted EBITDA (in $M) Center Margin (in $M) Clinicians Revenue (in $M) 6.2% 4.0% 26.7% 27.6% Center Margin (% of total revenue) +28% +24% +19% -19% Adj. EBITDA (% of total revenue) Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 6

Quarterly Trends Clinicians Adjusted EBITDA (in $M) Adj. EBITDA (% of total revenue) Center Margin (in $M) Revenue (in $M) Center Margin (% of total revenue) 26.7% 28.5% 27.7% 27.3% 27.6% 6.2% 7.0% 7.1% 4.4% 4.0% Note: See reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation.


Slide 7

Balance Sheet, Cash Flow, and Capital Allocation *Long-Term Debt is Net of Current Portion and Unamortized Discount and Debt Issue Costs Balance Sheet & Cash Flow Capital Allocation Evolving from purely growth mindset to balanced set of objectives that include operational excellence, profitable growth, and disciplined capital deployment $225M Net Long-term Debt* Cash & Cash Equivalents $68M ($8M) Operating Cash Flow (Q1) $8M Capital Expenditures (Q1) De Novos Selective deployment to enable clinician and market growth Opened 3 de novos in Q1 Acquisitions Disciplined investments to drive growth Completed 3 acquisitions in Q1


Slide 8

2023 Guidance (All $ in M) FY 2023 Q2 2023 Revenue $990 – $1,020 (Raised from $980 - $1,020) $250 – $260 Center Margin $274 – $290 (Raised from $270 - $290) $69 – $76 Adj. EBITDA $50 – $62 (Reaffirmed) $10 – $16 Note: Center Margin and Adjusted EBITDA anticipated for second quarter of 2023 and full year 2023 are calculated in a manner consistent with the historical presentation of these measures in the Appendix to this presentation. Reconciliation for the forward- looking second quarter of 2023 and full year 2023 Center Margin and Adjusted EBITDA guidance is not being provided, as LifeStance does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. LifeStance management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results. Planning Assumptions Assumes ~40-45 de novo center openings Assumes M&A spend of ~$40M, inclusive of up to $20M in earnouts from prior years’ acquisitions Assumes no further COVID-related impacts or changes in the labor market environment


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Appendix


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2023 2022 ($M) Q1 Q4 Q3 Q2 Q1 Total revenue $252.6 $229.4 $217.6  $209.5   $203.1    Operating expenses     Center costs, excluding depreciation and amortization 183.0 166.7 157.3  149.7   148.9  General and administrative 84.6 89.8 81.2  103.6   103.4  Depreciation and amortization 19.1 18.9 17.9  16.7   15.7  Loss from operations (34.1) (46.0) (38.8)  (60.5)  (64.9) Other income (expense) Gain (loss) on remeasurement of contingent consideration 1.0 (2.2) 1.2  (0.2)  (0.4) Transaction costs (0.1) (0.2) (0.2)  (0.0)  (0.3) Interest expense, net (5.1) (5.2) (4.2)  (7.1)  (3.4) Other expense (0.0) (0.1) (0.1) —         — Total other expense (4.2) (7.7) (3.4)  (7.3)  (4.2) Loss before taxes (38.3) (53.7) (42.2)  (67.8)  (69.0) Income tax benefit (provision) 4.0 7.1  4.4   (0.9)   6.7  Net loss ($34.2) ($46.7)  ($37.9)  ($68.7)  ($62.3) Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (1.3) 0.1 3.2 — — Comprehensive loss ($35.5) ($46.6) ($34.7) ($68.7) ($62.3) Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited. Quarterly Statements of Operations and Comprehensive Loss


Slide 11

Quarterly GAAP to Non-GAAP Reconciliations – Center Margin 2023 2022 ($M) Q1 Q4 Q3 Q2 Q1 Loss from operations ($34.1) ($46.0) ($38.8) ($60.5) ($64.9)         Adjusted for:         Depreciation and amortization 19.1 18.9 17.9 16.7 15.7 General and administrative (1) 84.6 89.8 81.2 103.6 103.4 Center Margin $69.6 $62.7 $60.3 $59.8 $54.2 Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited. (1) Represents salaries, wages and employee benefits for our executive leadership, finance, human resources, marketing, billing and credentialing support and technology infrastructure and stock-based compensation for all employees. 


Slide 12

Quarterly GAAP to Non-GAAP Reconciliations – Adjusted EBITDA   2023 2022 ($M) Q1 Q4 Q3 Q2 Q1 Q1   Net loss ($34.2) ($46.7) ($37.9) ($68.7) ($62.3) ($62.3)           Adjusted for:         Interest expense, net 5.1 5.2 4.2 7.1 3.4 3.4 Depreciation and amortization 19.1 18.9 17.9 16.7 15.7 15.7 Income tax (benefit) provision (4.0) (7.1) (4.4) 0.9 (6.7) (6.7) (Gain) loss on remeasurement of contingent consideration (1.0) 2.2 (1.2) 0.2 0.4 0.4 Stock-based compensation 23.9 35.2 34.9 57.5 59.9 59.9 Loss on disposal of assets 0.0 0.1 0.1 — - — Transaction costs (1) 0.1 0.2 0.2 0.0 0.3 0.3 Executive transition costs 0.2 0.8 0.5 — - — Litigation costs (2) 0.4 0.7 0.1 — - — Strategic initiatives (3) 0.4 — — — — Other expenses (4) 0.3 0.6 0.9 0.9 1.8 1.8 Adjusted EBITDA $10.1 $10.2 $15.4 $14.6 $12.5 $12.5     Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.   (1) Primarily includes capital markets advisory, consulting, accounting and legal expenses related to our acquisitions. (2) Litigation costs include only those costs which are considered non-recurring and outside of the ordinary course of business based on the following considerations, which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) the complexity of the case, (iii) the nature of the remedy(ies) sought, including the size of any monetary damages sought, (iv) the counterparty involved, and (v) our overall litigation strategy. (3) Represents costs, such as third-party consulting costs and one-time costs, that are not part of our ongoing operations related to our systems strategic initiatives. (4) Primarily includes costs incurred to consummate or integrate acquired centers, certain of which are wholly-owned and certain of which are affiliated practices, in addition to the compensation paid to former owners of acquired centers and related expenses that are not reflective of the ongoing operating expenses of our centers. Acquired center integration and other are components of general and administrative expenses included in our unaudited consolidated statements operations and comprehensive loss. Former owner fees is a component of center costs, excluding depreciation and amortization included in our unaudited consolidated statements of operations and comprehensive loss.


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2023 2022 ($M) Q1 Q4 Q3 Q2 Q1 Key Metrics Clinicians 5,961 5,631 5,431 5,226 4,989       Total Revenue $252.6 $229.4 $217.6 $209.5 $203.1         Center costs, excluding depreciation and amortization 183.0 166.7 157.3 149.7 148.9 Center Margin (Non-GAAP) $69.6 $62.7 $60.3 $59.8 $54.2 % Margin 27.6% 27.3% 27.7% 28.5% 26.7%       General and administrative 84.6 89.8 81.2 103.6 103.4 Depreciation and amortization 19.1 18.9 17.9 16.7 15.7 Loss from operations (34.1) (46.0) (38.8) (60.5) (64.9)       Other (expenses) income       Other (expenses) income (0.1) (0.6) 1.0 (8.3) 2.5 Net loss ($34.2) ($46.7) ($37.9) ($68.7) ($62.3)         Other comprehensive (loss) income Unrealized (losses) gains on cash flow hedge, net of tax (1.3) 0.1 3.2 — — Comprehensive loss ($35.5) ($46.6) ($34.7) ($68.7) ($62.3) Adjusted EBITDA build       Net loss (34.2) (46.7) (37.9) (68.7) (62.3) Interest expense, net 5.1 5.2 4.2 7.1 3.4 Depreciation and amortization 19.1 18.9 17.9 16.7 15.7 Income tax (benefit) provision (4.0) (7.1) (4.4) 0.9 (6.7) (Gain) loss on remeasurement of contingent consideration (1.0) 2.2 (1.2) 0.2 0.4 Stock-based compensation 23.9 35.2 34.9 57.5 59.9 Loss on disposal of assets 0.0 0.1 0.1 — — Transaction costs 0.1 0.2 0.2 0.0 0.3 Executive transition costs 0.2 0.8 0.5 — — Litigation costs 0.4 0.7 0.1 — — Strategic initiatives 0.4 — — — — Other expenses 0.3 0.6 0.9 0.9 1.8 Adjusted EBITDA (Non-GAAP) $10.1 $10.2 $15.4 $14.6 $12.5 % Margin 4.0% 4.4% 7.1% 7.0% 6.2% Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited. Non-GAAP Financial Metrics


Slide 14

  2023 2022 ($M)   Q1 Q4 Q3 Q2 Q1  Current assets    Cash and cash equivalents   68.3 108.6 90.3 96.7 114.0 Patient accounts receivable, net   118.4 100.9 113.3 99.7 95.0 Prepaid expenses and other current assets   25.8 23.7 49.0 47.9 54.3 Total current assets   212.5 233.2 252.6 244.3 263.3 Property and equipment, net   193.5 194.2 193.4 190.7 170.9 Right-of-use assets   196.2 199.4 — — — Intangible assets, net   254.0 263.3 272.5 282.1 291.2 Goodwill   1,293.6 1,272.9 1,249.8 1,243.7 1,229.3 Other noncurrent assets   8.8 10.8 11.4 7.9 3.7 Total noncurrent assets   1,946.1 1,940.6 1,727.1 1,724.4 1,695.1 Total assets   $2,158.6 $2,173.9 $1,979.7 $1,968.7 $1,958.4 Accounts payable   7.7 12.3 7.9 12.9 15.1 Accrued payroll expenses   83.7 75.7 61.6 61.2 73.2 Other accrued expenses   32.0 30.4 29.3 26.2 21.8 Current portion of contingent consideration   13.3 15.9 10.8 9.0 13.5 Operating lease liabilities, current   41.6 38.8 — — — Other current liabilities   2.8 2.9 2.6 2.2 2.0 Total current liabilities   181.1 176.0 112.3 111.5 125.6 Long-term debt, net   224.8 225.1 212.0 203.4 177.4 Operating lease liabilities, noncurrent 207.9 212.6 — — — Contingent consideration, net of current portion   — — 1.5 3.7 1.1 Deferred tax liability, net   37.6 38.7 55.4 54.3 54.3 Other noncurrent liabilities 2.1 2.8 67.0 64.5 57.5 Total noncurrent liabilities   472.3 479.1 335.9 325.8 290.3 Total liabilities    $653.4 $655.1 $448.2 $437.4 $415.9 Common stock   3.8 3.8 3.8 3.8 3.7 Additional paid-in capital   2,108.2 2,084.3 2,050.5 2,015.7 1,958.2 Accumulated other comprehensive income 2.0 3.3 3.2 — — Accumulated deficit   (608.8) (572.6) (526.0) (488.1) (419.4) Total stockholders’ equity   1,505.1 1,518.7 1,531.5 1,531.3 1,542.5 Total liabilities and stockholders’ equity   $2,158.6 $2,173.9 $1,979.7 $1,968.7 $1,958.4   Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.   Quarterly Balance Sheets


Slide 15

Statements of Cash Flows ($M) Q1’23 Q1’22 CASH FLOWS FROM OPERATING ACTIVITIES Net loss ($34.2) ($62.3) Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        Depreciation and amortization 19.1 15.7 Non-cash operating lease costs 10.1 — Stock-based compensation 23.9 59.9 Amortization of discount and debt issue costs 0.5 0.3 (Gain) loss on remeasurement of contingent consideration (1.0) 0.4 Loss on disposal of assets 0.0 — Change in operating assets and liabilities, net of businesses acquired:     Patient accounts receivable, net (17.1) (18.1) Prepaid expenses and other current assets (4.5) (12.1) Accounts payable (5.5) 1.9 Accrued payroll expenses 7.7 12.8 Operating lease liabilities (8.7) — Other accrued expenses 2.0 4.9 Net cash (used in) provided by operating activities ($7.9) $3.3 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (7.7) (27.9) Acquisitions of businesses, net of cash acquired (19.8) (22.9) Net cash used in investing activities ($27.5) ($50.9) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt — 20.0 Payments of long-term debt (0.6) (0.3) Payments of contingent consideration (4.3) (5.7) Taxes related to net share settlement of equity awards — (0.4) Net cash (used in) provided by financing activities ($4.9) $13.5   NET DECREASE IN CASH AND CASH EQUIVALENTS ($40.3) ($34.0) Cash and Cash Equivalents - Beginning of period 108.6 148.0 CASH AND CASH EQUIVALENTS – END OF PERIOD $68.3 $114.0 Subtotals in the schedule above may not foot due to rounding. Amounts are unaudited.


Slide 16

2023 2022 ($M) Q1 Q4 Q3 Q2 Q1 Net cash (used in) provided by operating activities ($7.9) $36.0 $5.7 $7.8 $3.3       Purchases of property and equipment ($7.7) ($10.4) ($15.1) ($25.9) ($27.9) Free Cash Flow ($15.6) $25.6 ($9.4) ($18.1) ($24.6) We define FCF, a non-GAAP performance measure, as net cash provided by operating activities less purchases of property and equipment. We believe that FCF is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our operations that, after investments in property and equipment, can be used for future growth. FCF is presented for supplemental informational purposes only and has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities. It is important to note that other companies, including companies in our industry, may not use this metric, may calculate metrics differently, or may use other financial measures to evaluate their liquidity, all of which could reduce the usefulness of this non-GAAP metrics as a comparative measure. The above table presents a reconciliation of net cash provided by operating activities to FCF, the most directly comparable financial measure calculated in accordance with GAAP. Amounts are unaudited. Quarterly GAAP to Non-GAAP Reconciliations – Free Cash Flow (FCF)


Slide 17

Quarterly Visits and Total Revenue Per Visit 2023 2022 Q1 Q4 Q3 Q2 Q1 Total Revenue ($M) $252.6 $229.4 $217.6 $209.5 $203.1 Total Visits (000s) 1,665 1,487 1,429  1,413  1,392 Total Revenue Per Visit (TRPV) $152 $154 $152 $148 $146 Amounts are unaudited.