0000950170-24-022131 | 10-K | XBRL Viewer | Lifestance Health Group INC

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Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Additional Information (Details 1) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jun. 25, 2021	Jun. 14, 2021	Jun. 09, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 08, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs				$ 0	$ 0	$ 548,905
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
Common Stock, Shares Authorized				800,000,000	800,000,000
Common Stock, par value				$ 0.01	$ 0.01
Fair Value Of Mezzanine Equity			$ 36,750
Preferred Stock, Shares Authorized				25,000,000	25,000,000
Preferred Stock, par value				$ 0.01	$ 0.01
Preferred Stock, Shares Outstanding				0	0
Life Stance Health Foundation
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares				500,000
Cash payment for restructuring				$ 1,000
Aggregate cost				$ 10,000
LifeStance
Subsidiary Sale Of Stock [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
Life Stance Top Co
Subsidiary Sale Of Stock [Line Items]
Number of units converted				1,046,196,000
Redeemable Class A Unit \| Chief Executive Officer
Subsidiary Sale Of Stock [Line Items]
Shares, Issued							35,000,000
Common Stock
Subsidiary Sale Of Stock [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares						295,663,000
Conversion of Stock			10,234,000
Common Stock \| Selling Shareholders
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares		7,200,000
Shares offering, price per share		$ 18
Common Stock Option Subject To Service Based Vesting
Subsidiary Sale Of Stock [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares				30,766,000
IPO
Subsidiary Sale Of Stock [Line Items]
Preferred Stock, Shares Authorized				25,000,000
Preferred Stock, par value				$ 0.01
IPO \| LifeStance
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares		32,800,000
IPO \| Common Stock
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares						32,800,000
IPO \| Maximum
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				800,000,000
IPO \| Minimum
Subsidiary Sale Of Stock [Line Items]
Common Stock, Shares Authorized				1,000
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares	6,000,000

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 366,729	$ 365,886
Accumulated Amortization	(145,657)	(102,592)
Total	221,072	263,294
Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	36,694	36,259
Accumulated Amortization	(26,399)	(16,688)
Total	$ 10,295	$ 19,571
Weighted Average Useful Life (Years)	5 years	5 years
Life Stance Trade Names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 235,500	$ 235,500
Accumulated Amortization	(38,024)	(27,557)
Total	$ 197,476	$ 207,943
Weighted Average Useful Life (Years)	22 years 6 months	22 years 6 months
Non Competition Agreements
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 94,535	$ 94,127
Accumulated Amortization	(81,234)	(58,347)
Total	$ 13,301	$ 35,780
Weighted Average Useful Life (Years)	4 years 2 months 12 days	4 years 2 months 12 days

Total Revenue

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

Total Revenue

NOTE 3 TOTAL REVENUE

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

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


	Year Ended December 31,
	2023					2022					2021
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	960,128		91	%	$	776,343		91	%	$	601,850		90	%
Government		44,653		4	%		37,058		4	%		29,436		5	%
Self-pay		40,797		4	%		36,382		4	%		28,915		4	%
Total patient service revenue		1,045,578		99	%		849,783		99	%		660,201		99	%
Nonpatient service revenue		10,087		1	%		9,759		1	%		7,310		1	%
Total	$	1,055,665		100	%	$	859,542		100	%	$	667,511		100	%

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


	Year Ended December 31,
	2023			2022			2021
Payor A		19	%		19	%		19	%
Payor B		13	%		14	%		14	%

- Definition

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.

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+ Details

Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 63,363	$ 53,371
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$ 16,020	$ 47,837

Leases - Schedule Of Total Rent Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Operating Leased Assets [Line Items]
Total lease cost	$ 35,393
Related-party rent expense
Operating Leased Assets [Line Items]
Total lease cost	2,763
Third-party rent expense
Operating Leased Assets [Line Items]
Total lease cost	$ 32,630

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss available to common stockholders'	$ (186,262)	$ (215,564)	$ (343,947)
Weighted-average shares used to compute basic net loss per share	367,457	355,278	327,523
Weighted-average shares used to compute diluted net loss per share	367,457	355,278	327,523
Net loss per share, basic	$ (0.51)	$ (0.61)	$ (1.05)
Net loss per share, diluted	$ (0.51)	$ (0.61)	$ (1.05)

- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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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+ Details

Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense, net	$ 21,220	$ 19,928	$ 38,911

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Depreciation of Property and Equipment

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
Internal-use software	1 - 3 years
Medical equipment	7 years

Schedule of Intangible Assets with Definite Lives

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	3 to 6 years
Trade names	4 to 22.5 years

Business Combinations - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contingent Consideration
Business Acquisition [Line Items]
Maximum contingent consideration based on acquisition agreements	$ 2,650	$ 15,325

Long-Term Debt - Summary of Long-term Debt Instruments (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

May 04, 2022

Debt Instrument [Line Items]

Term loans

$ 280,285

$ 225,079

Less: Current portion of long-term debt

(2,925)

(2,345)

Less: Unamortized discount and debt issue costs

^[1]

(6,284)

(6,540)

Total

289,494

233,964

Term Loans

Debt Instrument [Line Items]

Total

197,500

199,500

$ 200,000

Delayed Drawn term Loans

Debt Instrument [Line Items]

Total

$ 91,994

$ 34,464

[1]

The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the consolidated balance sheets.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Goodwill and Intangible Assets - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 29,657
2025	13,750
2026	11,385
2027	10,671
2028	10,467
Thereafter	145,142
Total	$ 221,072	$ 263,294

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 78,824	$ 108,621
Patient accounts receivable, net	125,405	100,868
Prepaid expenses and other current assets	21,502	23,734
Total current assets	225,731	233,223
NONCURRENT ASSETS
Property and equipment, net	188,222	194,189
Right-of-use assets	170,703	199,431
Intangible assets, net	221,072	263,294
Goodwill	1,293,346	1,272,939
Other noncurrent assets	10,895	10,795
Total noncurrent assets	1,884,238	1,940,648
Total assets	2,109,969	2,173,871
CURRENT LIABILITIES
Accounts payable	7,051	12,285
Accrued payroll expenses	102,478	75,650
Other accrued expenses	35,012	30,428
Current portion of contingent consideration	8,169	15,876
Operating lease liabilities, current	46,475	38,824
Other current liabilities	3,688	2,936
Total current liabilities	202,873	175,999
NONCURRENT LIABILITIES
Long-term debt, net	280,285	225,079
Operating lease liabilities, noncurrent	181,357	212,586
Deferred tax liability, net	15,572	38,701
Other noncurrent liabilities	952	2,783
Total noncurrent liabilities	478,166	479,149
Total liabilities	681,039	655,148
COMMITMENT AND CONTINGENCIES (see Note 13)
STOCKHOLDERS' EQUITY
Preferred stock - par value $0.01 per share; 25,000 shares authorized as of December 31, 2023 and December 31, 2022; 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022	0	0
Common stock - par value $0.01 per share; 800,000 shares authorized as of December 31, 2023 and December 31, 2022; 378,725 and 375,964 shares issued and outstanding as of December 31, 2023 and December 31, 2022,respectively	3,789	3,761
Additional paid-in capital	2,183,684	2,084,324
Accumulated other comprehensive income	2,303	3,274
Accumulated deficit	(760,846)	(572,636)
Total stockholders' equity	1,428,930	1,518,723
Total liabilities and stockholders' equity	$ 2,109,969	$ 2,173,871

Prepaid Expenses and Other Current Assets and Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Patient credit payable	$ 16,158	$ 12,085
Accrual for goods received, not invoiced	2,682	7,118
Accrued professional fees	3,503	1,973
Other accrued expense	12,669	9,252
Total	$ 35,012	$ 30,428

Total Revenue - Additional Information (Details)	12 Months Ended
Total Revenue - Additional Information (Details)	Dec. 31, 2023
Minimum \| Customer Concentration Risk \| Revenue Benchmark
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
Percentage of total revenue	10.00%

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 14,974,000	$ 1,424,000
Increased Valuation Allowance	13,549,000	1,424,000	$ 0
Accrued interest and penalties, net of federal income tax benefit, related to tax contingencies	0	0
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	163,177,000	44,350,000
Federal
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	191,668,000	$ 139,346,000
Operating loss carryforwards to expire	$ 11,199,000

Business Combinations - Summary of Consideration Transferred (Details) - Outpatient Mental Health Practices - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Cash consideration	$ 20,000	$ 61,564
Cash consideration to be paid	0	251
Contingent consideration, at initial fair value	1,985	11,221
Total consideration transferred	$ 21,985	$ 73,036

Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		12 Months Ended
	Jun. 14, 2021	Dec. 31, 2023
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Organisation incorporated date		Jan. 28, 2021
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
Life Stance Health Foundation
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Cash payment for restructuring		1,000
Aggregate cost		$ 10,000
Life Stance Top Co
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of units converted		1,046,196
Lifestance
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payments for underwriting expense	$ 32,472
Deferred offering costs	$ 9,023
Class B Profits Interests Units
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Number of units converted		152,620
Selling Shareholders \| Common Stock
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Shares offering, price per share	$ 18

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 60,879
2025	61,735
2026	54,261
2027	40,856
2028	28,703
Thereafter	23,085
Total lease payments	269,519
Less: imputed interest	(41,687)
Total lease liabilities	$ 227,832

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (186,262)	$ (215,564)	$ (307,197)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease costs	$ 56,677	$ 54,217

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consist of the following:


	December 31,
	2023			2022
Leasehold improvements	$	170,212		$	148,249
Computers and peripherals		27,302			26,650
Internal-use software		7,197			7,894
Furniture, fixtures and equipment		42,316			36,437
Medical equipment		842			950
Construction in process		9,037			16,892
Total	$	256,906		$	237,072
Less: Accumulated depreciation		(68,684	)		(42,883	)
Total property and equipment, net	$	188,222		$	194,189

Schedule of Depreciation Expense

Depreciation expense consists of the following:


	Year Ended December 31,
	2023		2022		2021
Depreciation expense	$	37,372	$	28,918	$	15,094

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
TOTAL REVENUE	$ 1,055,665	$ 859,542	$ 667,511
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below	753,569	622,525	466,003
General and administrative expenses	410,793	377,993	433,725
Depreciation and amortization	80,437	69,198	54,136
Total operating expenses	1,244,799	1,069,716	953,864
LOSS FROM OPERATIONS	(189,134)	(210,174)	(286,353)
OTHER EXPENSE
Gain (loss) on remeasurement of contingent consideration	3,972	(1,688)	(2,610)
Transaction costs	(89)	(722)	(3,762)
Interest expense, net	(21,220)	(19,928)	(38,911)
Other expense	(112)	(218)	(1,469)
Total other expense	(17,449)	(22,556)	(46,752)
LOSS BEFORE INCOME TAXES	(206,583)	(232,730)	(333,105)
INCOME TAX BENEFIT	20,321	17,166	25,908
NET LOSS	(186,262)	(215,564)	(307,197)
Accretion of Redeemable Class A units	0	0	(36,750)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS	$ (186,262)	$ (215,564)	$ (343,947)
NET LOSS PER SHARE, BASIC	$ (0.51)	$ (0.61)	$ (1.05)
NET LOSS PER SHARE, DILUTED	$ (0.51)	$ (0.61)	$ (1.05)
Weighted-average shares used to compute basic net loss per share	367,457	355,278	327,523
Weighted-average shares used to compute diluted net loss per share	367,457	355,278	327,523
Net Income (Loss)	$ (186,262)	$ (215,564)	$ (307,197)
OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized (losses) gains on cash flow hedge, net of tax	(971)	3,274	0
COMPREHENSIVE LOSS	$ (187,233)	$ (212,290)	$ (307,197)

Income Taxes - Schedule of Provision for Income Taxes in Difference Between Statutory and Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax provision at U.S. federal statutory rate	$ (43,382)	$ (48,873)	$ (69,952)
State income taxes, net of federal benefit	(5,705)	(4,183)	(6,507)
Stock and unit-based compensation	4,343	27,014	49,489
IRC Section 162M limitation	10,458	5,685	994
Valuation allowance	13,549	1,424	0
Other adjustments	416	1,767	68
Total income tax benefit	$ (20,321)	$ (17,166)	$ (25,908)
Tax provision at U.S. federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	2.80%	1.80%	2.00%
Stock and unit-based compensation	(2.10%)	(11.60%)	(14.90%)
IRC Section 162M limitation	(5.10%)	(2.40%)	(0.30%)
Valuation allowance	(6.60%)	(0.60%)	0.00%
Other adjustments	(0.20%)	(0.80%)	0.00%
Total	9.80%	7.40%	7.80%

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill

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


	Amount
Balance as of December 31, 2021	$	1,204,544
Business acquisitions (Note 7)		68,314
Measurement period adjustments		81
Balance as of December 31, 2022	$	1,272,939
Business acquisitions (Note 7)		20,733
Measurement period adjustments		(326	)
Balance as of December 31, 2023	$	1,293,346

Summary of Intangible Assets

Intangible assets consist of the following:


December 31, 2023	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(26,399	)	$	10,295		5.0
LifeStance trade names		235,500		(38,024	)		197,476		22.5
Non-competition agreements		94,535		(81,234	)		13,301		4.2
Total intangible assets	$	366,729	$	(145,657	)	$	221,072


December 31, 2022	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,259	$	(16,688	)	$	19,571		5.0
LifeStance trade names		235,500		(27,557	)		207,943		22.5
Non-competition agreements		94,127		(58,347	)		35,780		4.2
Total intangible assets	$	365,886	$	(102,592	)	$	263,294

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:


	Year Ended December 31,
	2023		2022		2021
Amortization expense	$	43,065	$	40,280	$	39,042

Summary of Future Amortization of Intangible Assets

The future amortization of intangible assets as of December 31, 2023 is as follows:


Year Ended December 31,	Amount
2024	$	29,657
2025		13,750
2026		11,385
2027		10,671
2028		10,467
Thereafter		145,142
Total	$	221,072

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Nature of the Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of the Business

NOTE 1 NATURE OF THE BUSINESS

Description of Business

LifeStance Health Group, Inc. (“LifeStance Health Group”) was formed as a Delaware corporation on January 28, 2021 for the purpose of completing an initial public offering (“IPO”) and related transactions in order to carry on the business of LifeStance TopCo, L.P. (“LifeStance TopCo”) and subsidiaries. Prior to the IPO, LifeStance Health Group had no operations. LifeStance Health Group is the sole equity holder of LifeStance TopCo and operates and controls all of the business and affairs. As a result, LifeStance Health Group consolidates the financial results of LifeStance TopCo, its wholly-owned subsidiaries and variable interest entities and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. LifeStance Health Group and LifeStance TopCo are collectively referred to herein as the “Company” or "LifeStance".

The Company operates as a provider of outpatient mental health services, spanning psychiatric evaluations and treatment, psychological and neuropsychological testing, and individual, family and group therapy.

Fair Value Measurements - Summary of the Significant Assumptions Used for the Fair Value Measurement of the Contingent Consideration Liability (Details)	Dec. 31, 2023	Dec. 31, 2022
F T E Based Earn Outs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.097	0.08
Minimum \| Probability Weighted Analysis
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0	0.50
Maximum \| Probability Weighted Analysis
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	1	1

Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Business Combinations

NOTE 7 BUSINESS COMBINATIONS

During the years ended December 31, 2023 and 2022, the Company completed the acquisitions of 3 and 13, 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:


	Year Ended December 31,
	2023		2022
Cash consideration	$	20,000	$	61,564
Cash consideration to be paid		—		251
Contingent consideration, at initial fair value		1,985		11,221
Total consideration transferred	$	21,985	$	73,036

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:


	Year Ended December 31,
Allocation of Purchase Price	2023		2022
Cash	$	181	$	1,652
Patient accounts receivable		372		2,652
Prepaid expenses and other current assets		138		718
Property and equipment		221		225
Right-of-use assets		368		—
Other noncurrent assets		22		80
Intangible assets		843		3,219
Goodwill		20,733		68,314
Total assets acquired		22,878		76,860
Total liabilities assumed		893		3,824
Fair value of net assets	$	21,985	$	73,036

The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations.

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


	Year Ended December 31,
	2023		2022
Regional trade names (1)	$	435	$	1,842
Non-competition agreements (2)		408		1,377
Total	$	843	$	3,219

(1)

Useful lives for trade names are 5 years.

(2)

Useful lives for non-competition agreements are 3 to 5 years.

Contingent Consideration

Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 9).

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


	Year Ended December 31,
Contingent consideration	2023		2022
Maximum contingent consideration based on acquisition agreements	$	2,650	$	15,325

Goodwill

Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes.

Management Fees

Management fees to TPG and certain executives of the Company were identified as related party transactions. For the year ended December 31, 2021, the Company incurred related party management fees of $1,445. 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 post-IPO.

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Summary of Consideration Transferred

Total consideration transferred for these acquisitions consisted of the following:


	Year Ended December 31,
	2023		2022
Cash consideration	$	20,000	$	61,564
Cash consideration to be paid		—		251
Contingent consideration, at initial fair value		1,985		11,221
Total consideration transferred	$	21,985	$	73,036

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:


	Year Ended December 31,
Allocation of Purchase Price	2023		2022
Cash	$	181	$	1,652
Patient accounts receivable		372		2,652
Prepaid expenses and other current assets		138		718
Property and equipment		221		225
Right-of-use assets		368		—
Other noncurrent assets		22		80
Intangible assets		843		3,219
Goodwill		20,733		68,314
Total assets acquired		22,878		76,860
Total liabilities assumed		893		3,824
Fair value of net assets	$	21,985	$	73,036

Schedule of Fair Values of Acquired Intangible Assets

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


	Year Ended December 31,
	2023		2022
Regional trade names (1)	$	435	$	1,842
Non-competition agreements (2)		408		1,377
Total	$	843	$	3,219

(1)

Useful lives for trade names are 5 years.

(2)

Useful lives for non-competition agreements are 3 to 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:


	Year Ended December 31,
Contingent consideration	2023		2022
Maximum contingent consideration based on acquisition agreements	$	2,650	$	15,325

Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Summary of Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares options outstanding, Beginning Balance	13,476	0
Number of options, granted	0	13,476
Number of options, Exercised	0	0
Number of options, Canceled and forfeited	0	0
Number of shares options outstanding, Ending Balance	13,476	13,476
Number of shares options, exercisable	1,123
Number of shares options, vested or expected to vest	13,476
Weighted average exercise price outstanding, Beginning Balance	$ 7.42	$ 0
Weighted average exercise price, granted	0	7.42
Weighted average exercise price, Exercised	0	0
Weighted average exercise price, Canceled and forfeited	0	0
Weighted average exercise price outstanding, Ending Balance	7.42	$ 7.42
Weighted average exercise price, exercisable	7.42
Weighted average exercise price, vested or expected to vest	$ 7.42
Weighted average remaining term in years, Outstanding, Ending	8 years 8 months 12 days	9 years 8 months 12 days
Weighted average remaining contractual life, exercisable	8 years 8 months 12 days
Weighted average remaining contractual life, vested or expected to vest	8 years 8 months 12 days
Aggregate intrinsic value outstanding, Beginning Balance	$ 0	$ 0
Aggregate intrinsic value, exercised	0
Aggregate intrinsic value outstanding, Ending Balance	5,565	$ 0
Aggregate Intrinsic Value, exercisable	464
Aggregate intrinsic value, vested or expected	$ 5,565

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

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


	Year Ended December 31,
	2023			2022			2021
Net loss available to common stockholders'	$	(186,262	)	$	(215,564	)	$	(343,947	)
Weighted-average shares used to compute basic and diluted net loss per share		367,457			355,278			327,523
Net loss per share, basic and diluted	$	(0.51	)	$	(0.61	)	$	(1.05	)

Computation of Diluted Net Loss per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share:


	As of December 31,
	2023		2022		2021
RSAs		5,479		16,796		23,501
RSUs		23,378		14,203		6,031
Stock options		13,476		13,476		—
		42,333		44,475		29,532

Income Taxes - Components of Income Tax Provision (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Current income tax provision, Federal	$ 0	$ 0	$ 0
Current income tax provision, State	1,589	(433)	977
Current income tax provision	1,589	(433)	977
Deferred income tax provision, Federal	(17,134)	(12,364)	(19,559)
Deferred income tax provision, State	(4,776)	(4,369)	(7,326)
Deferred income tax provision	(21,910)	(16,733)	(26,885)
Total income tax benefit	$ (20,321)	$ (17,166)	$ (25,908)

- Definition

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

+ References + Details

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 10 LONG-TERM DEBT

On May 14, 2020, in connection with the TPG Acquisition, the Company entered into the Credit Agreement among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto (the "May 2020 Credit Agreement"). The term loans and delayed draw term loans were payable in quarterly principal and interest payments through May 14, 2026.

On May 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto. The 2022 Credit Agreement established commitments in respect of a term loan facility of $200,000, a revolving loan facility of up to $50,000 and a delayed draw term loan facility of up to $100,000. The commitments under the term loan facility and the revolving facility were available to be drawn on May 16, 2022. The Company borrowed $200,000 in term loans on that date, with a maturity date of May 16, 2028. The remaining commitments under the delayed draw term loan facility are scheduled to terminate on the second anniversary of May 16, 2022. Once drawn upon, the delayed draw term loan facility has a maturity date of May 16, 2028. The loans under the term loan facility and the delayed draw term loan facility bear interest at a rate per annum equal to (x) adjusted term Secured Overnight Financing Rate ("SOFR") (which adjusted term SOFR is subject to a minimum of 0.75%) plus an applicable margin of 4.50% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus 1.00%) plus an applicable margin of 3.50%. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027.

The proceeds from the 2022 Credit Agreement term loans were used to repay in full and extinguish the May 2020 Credit Agreement. The 2022 Credit Agreement term loans are treated as a new issuance of debt. In relation to the May 2020 Credit Agreement, the Company recognized an extinguishment of debt charge within interest expense of $3,380, consisting of $1,609 prepayment charge and the write-off of unamortized debt issue costs associated with the extinguished term loans of $1,771 during the year ended December 31, 2022.

As part of the 2022 Credit Agreement refinancing, TPG provided arrangement and structuring services. The Company incurred related party fees of $4,375 during the year ended December 31, 2022 included within debt issue costs.

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

Long-term debt consists of the following:


	December 31,
	2023			2022
Term loans	$	197,500		$	199,500
Delayed Draw term loans		91,994			34,464
Total long-term debt		289,494			233,964
Less: Current portion of long-term debt		(2,925	)		(2,345	)
Less: Unamortized discount and debt issue costs (1)		(6,284	)		(6,540	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	280,285		$	225,079

(1)

The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets. In October and December 2023, the Company drew $8,000 and $25,000, respectively, from the aforementioned delayed draw term loan commitment.

Interest expense consists of the following:


	Year Ended December 31,
	2023		2022		2021
Interest expense, net	$	21,220	$	19,928	$	38,911

Future principal payments on long-term debt as of December 31, 2023 are as follows:


Year Ended December 31,	Amount
2024	$	2,925
2025		2,925
2026		2,925
2027		2,925
2028		277,794
Total	$	289,494

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, 2023 and 2022 was $304,955 and $235,049, respectively.

Revolving Loan

Under the May 2020 Credit Agreement, the Company had a revolving loan from Capital One in the amount of $20,000.

Under the 2022 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $50,000. Any borrowing on the revolving loan under the 2022 Credit Agreement is due in full on May 16, 2027. The revolving loan bears interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00%) plus an applicable margin of 2.25%. The unused revolving loan incurs a commitment fee of 0.50% per annum.

In April 2023, the Company drew $25,000 from the aforementioned revolving loan and converted the outstanding balance on the revolving loan to a delayed draw term loan in May 2023. There are no amounts outstanding on the revolving loan as of December 31, 2023 and 2022.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Summary of Components of Lease Expense

The components of lease expense for the Company's operating leases in its consolidated statements of operations and comprehensive loss were as follows:


	Year Ended December 31,
	2023		2022
Operating lease costs	$	56,677	$	54,217

Variable lease costs and short-term lease costs were not material.

The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows:


	December 31,
	2023			2022
Weighted-average remaining lease term (in years)		4.6			5.3
Weighted-average discount rate		7.11	%		6.47	%

Summary of Supplemental Cash Flow Information Related to Operating Leases

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


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	63,363	$	53,371
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	16,020	$	47,837

Summary of Future Minimum Lease Payments

The future minimum lease payments under noncancellable operating leases as of December 31, 2023 are as follows:


Year Ended December 31,	Amount
2024	$	60,879
2025		61,735
2026		54,261
2027		40,856
2028		28,703
Thereafter		23,085
Total lease payments	$	269,519
Less: imputed interest		(41,687	)
Total lease liabilities	$	227,832

Schedule of Total Rent Expense

Total rent expense amounted to as follows in the consolidated statements of operations and comprehensive loss:


	Year Ended December 31, 2021
Related-party rent expense	$	2,763
Third-party rent expense		32,630
Total lease cost	$	35,393

Net Loss Per Share - Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	42,333	44,475	29,532
Restricted Stock Awards RSA
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	5,479	16,796	23,501
Restricted Stock Units RSU
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	23,378	14,203	6,031
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	13,476	13,476	0

Fair Value Measurements - Additional Information (Details) - Interest Rate Swap - USD ($)	Dec. 31, 2023	Aug. 31, 2022
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Percent of Debt Exposed		94.50%
Cash Flow Hedging
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fixed Interest Rate		3.24%
Derivative, Notional Amount	$ 186,638	$ 189,000

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

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.

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.

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. 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, 2023 and 2022.

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 are accounted for as contractual adjustments, discounts or implicit price concessions, which are deducted from gross revenue to arrive at net revenues. The Company determines its estimates of contractual adjustments, discounts and implicit price concessions 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.

Center Costs, Excluding Depreciation and Amortization

Center costs, excluding depreciation and amortization includes the costs the Company incurs to operate its centers, consisting primarily of salaries, wages and employee benefits for clinicians and patient support, occupancy costs such as rent and utilities, medical supplies, insurance and other operating expenses. Center costs, excluding depreciation and amortization excludes stock and unit-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents consist of demand deposits held with financial institutions and investments in money market funds. Cash and cash equivalents are 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.

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. 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, net

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
Internal-use software	1 - 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 operations and comprehensive loss in the period realized.

Leases

The Company adopted ASC 842, Leases (“ASC 842”) using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2022 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”). As of January 1, 2022, the impact of the adoption to the Company’s consolidated balance sheets includes the recognition of operating lease liabilities, current, of $16,753, operating lease liabilities, noncurrent, of $200,247 based on the present value of the remaining lease payments for existing operating leases with corresponding right-of-use assets of $190,013. The difference between the amount of right-of-use assets and lease liabilities recognized upon the adoption of ASC 842 is related to adjustments to existing deferred rent and lease incentives.

The Company determines if a contract meets the definition of a lease at inception and evaluates the lease classification at that time. The Company has elected not to recognize on the consolidated balance sheets leases with terms of one year or less. Options to extend or terminate the lease are included in the determination of the lease term when it is reasonably certain that the Company will exercise such options. When the implicit rate is unknown, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of the lease payments.

Lease liabilities represent the obligation to make lease payments and right-of-use assets represent the right to use the underlying asset during the lease term. Lease liabilities and their corresponding right-of-use assets are recognized in the consolidated balance sheets as the commencement date based on the present value of the future minimum lease payments over the estimated lease term. Right-of-use assets are adjusted for payments made at or before the commencement date and tenant incentives under the lease. When a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the right-of-use assets and the lease liabilities. The effects of these escalation clauses or concessions have been reflected in lease expenses on a straight-line basis over the expected lease term and any variable lease payments subsequent to establishing the lease liability are expensed as incurred.

The Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. Operating lease and variable lease costs are included in center costs, excluding depreciation and amortization and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Variable lease costs are the portion of lease payments that are not fixed over the lease term. Variable lease costs include real estate payments that are adjusted periodically for inflation or other variables as well as payments for taxes and insurance. The Company expenses variable lease costs in the period incurred.

Operating leases are included in right-of-use assets, operating lease liabilities, current and operating lease liabilities, noncurrent on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, other current liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. Finance leases are not material.

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.

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 or 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 asset or asset group exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There was an immaterial impairment of long-lived assets for the year ended December 31, 2023 and no impairment of long-lived assets for the years ended December 31, 2022 and 2021.

Intangible Assets


Non-competition agreements	3 to 6 years
Trade names	4 to 22.5 years

Goodwill

The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually on October 1st or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit's goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. For purposes of goodwill impairment testing, the Company has one reporting unit. There were no goodwill impairments recorded during all periods presented.

Fair Value Measurements

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.

Stock and Unit-Based Compensation

The Company accounts for stock-based compensation awards approved by the Board of Directors, including restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and stock options, based on their estimated grant date fair value. The Company estimates

the fair value of the RSAs and RSUs based on the fair value of the underlying common stock on their grant date. The Company's stock awards are granted on service-, performance-, and/or market-based vesting conditions.

RSUs are granted to certain employees and other service providers subject to certain service-based or service- and performance-based vesting conditions. The ultimate number of shares that are issued in respect of the performance-based RSUs are based on actual performance over a three or four-year performance period and ranging from zero to 100% of the performance-based RSUs subject to the award. Each fiscal year within the award period represents a separately vesting tranche of the award. For a portion of the performance-based RSUs, as the performance conditions have not been established beyond the first year of the award, a grant date has not yet been established for the remaining annual periods of these performance-based RSUs.

The related compensation expense for the performance awards is recognized on a straight line basis over the requisite service period for each separately vesting tranche of the award if and when the Company concludes that it is probable that the performance conditions will be achieved. At the end of each reporting period, the Company reevaluates the probability that the performance conditions will be achieved.

The service-based awards are recognized on a straight line basis over the requisite service period, which is generally two to four years. The market-based vesting conditions for awards granted in connection with the Company's IPO provided 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 granted stock options to certain employees, which generally vest as one-third (1/3) of the underlying shares based on continued service over four years, with 25% of the time-based option shares vesting each year, and as to two-thirds (2/3) of the underlying shares subject to market-based vesting conditions over four years, with 25% of the market-based option shares vesting each year subject to attainment of specified performance thresholds. Options generally expire ten years from the date of grant. The exercise price for each stock option award is equal to the closing price of a share of the Company's common stock on the grant date of the award.

For stock option awards issued with only time-based vesting conditions, the fair value is estimated on the date of grant using a Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company's expected dividend yield.

For stock option awards issued with time- and market-based vesting conditions, the grant date fair value is determined through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition may not be satisfied. A Monte Carlo simulation requires the use of various assumptions, including the underlying stock price, volatility and the risk-free interest rate as of the valuation date, corresponding to the length of the time remaining in the performance period, and expected dividend yield. The expected term represents the derived service period for the respective tranches, which is the longer of the specified service period or the period in which the market conditions are expected to be met.

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

Income Taxes

The Company is subject to income taxes in both the United States and various 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 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 in the consolidated statements of operations and comprehensive loss.

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 operations and comprehensive loss. Advertising expense for the years ended December 31, 2023, 2022 and 2021, were $9,399, $8,632 and $11,696, respectively.

Debt Issue Costs

For term loans, debt discount and 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 and delayed draw term loan commitments, 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 and delayed draw term loan commitment, respectively. Amortization of discount and debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of operations and comprehensive loss and amounted to $2,101, $3,720 and $7,417 for the years ended December 31, 2023, 2022 and 2021, respectively.

Comprehensive Loss

Comprehensive loss consists of net loss and unrealized gains or losses on interest rate swaps. Unrealized gains or losses on interest rate swaps are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations and comprehensive 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.

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 $18,846, $15,746 and $11,375 for the years ended December 31, 2023, 2022 and 2021, respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan.

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 13).

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, 2023 and 2022. Two payors individually exceeded 10% of the

Company’s patients accounts receivable balance at December 31, 2023 and 2022. These payors comprise 17% and 15%, of the patient accounts receivable balance, respectively, as of December 31, 2023, and 16% and 16%, respectively, as of December 31, 2022.

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 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 estimate of expected credit losses requires entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. The CECL model is expected to result in more timely recognition of credit losses. The Company adopted the standard on January 1, 2023 using the modified retrospective adoption method and did not have a material impact to the consolidated financial statements. The Company makes estimates of expected credit losses based on a combination of factors, including historical losses adjusted for current market conditions, the Company's customers' financial condition, delinquency trends, aging behaviors of receivables and credit and liquidity indicators, and future market and economic conditions and regularly reviews the adequacy of the allowance for credit losses.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 is effective for public companies for annual periods beginning on or after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will apply retrospectively to all prior periods presented in the financial statements. The Company is in process of evaluating the impact of adoption of ASU 2023-07 on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will apply on a prospective basis and retrospective application is permitted. The Company is in process of evaluating the impact of adoption of ASU 2023-09 on the Company's consolidated financial statements and disclosures.

Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Summary of Restricted Stock Unit (RSU) Activity (Details) - Restricted Stock Unit - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding	14,203	6,031
Granted	17,885	12,195
Vested	(4,831)	(2,204)
Canceled and forfeited	(3,879)	(1,819)
Outstanding	23,378	14,203
Outstanding	$ 10.61	$ 17.95
Granted	6.11	8.43
Vested	11.94	16.86
Canceled and forfeited	8.49	8.39
Outstanding	$ 7.24	$ 10.61

Prepaid Expenses and Other Current Assets and Other Accrued Expenses

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets and Other Accrued Expenses

NOTE 8 PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ACCRUED EXPENSES

Prepaid expenses and other current assets consist of the following:


	December 31,
	2023		2022
Prepaid bonuses and advances	$	10,538	$	12,097
Other receivables		235		640
Other current assets		10,729		10,997
Total	$	21,502	$	23,734

Other accrued expenses consist of the following:


	December 31,
	2023		2022
Patient credits payable	$	16,158	$	12,085
Accrual for goods received, not invoiced		2,682		7,118
Accrued professional fees		3,503		1,973
Other accrued expense		12,669		9,252
Total	$	35,012	$	30,428

Total Revenue - Schedule of Revenue From Patients And Third - Party Payors (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 1,055,665	$ 859,542	$ 667,511
% of Total Revenue	100.00%	100.00%	100.00%
Commercial
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 960,128	$ 776,343	$ 601,850
% of Total Revenue	91.00%	91.00%	90.00%
Government
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 44,653	$ 37,058	$ 29,436
% of Total Revenue	4.00%	4.00%	5.00%
Self-pay
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 40,797	$ 36,382	$ 28,915
% of Total Revenue	4.00%	4.00%	4.00%
Total patient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 1,045,578	$ 849,783	$ 660,201
% of Total Revenue	99.00%	99.00%	99.00%
Nonpatient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 10,087	$ 9,759	$ 7,310
% of Total Revenue	1.00%	1.00%	1.00%

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (186,262)	$ (215,564)	$ (307,197)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	80,437	69,198	54,136
Non-cash operating lease costs	39,987	38,161	0
Stock and unit-based compensation	99,388	187,430	259,439
Deferred income taxes	(21,920)	(16,733)	(26,945)
Loss on debt extinguishment	0	3,380	14,440
Amortization of discount and debt issue costs	2,101	1,949	1,797
(Gain) loss on remeasurement of contingent consideration	(3,972)	1,688	2,610
Other, net	7,080	218	0
Endowment of shares to LifeStance Health Foundation	0	0	9,000
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net	(24,175)	(21,663)	(24,213)
Prepaid expenses and other current assets	(3,070)	(3,431)	(29,121)
Accounts payable	(5,605)	7,667	623
Accrued payroll expenses	26,484	12,100	15,265
Operating lease liabilities	(37,564)	(13,169)	0
Other accrued expenses	10,207	1,558	39,586
Net cash (used in) provided by operating activities	(16,884)	52,789	9,420
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(40,520)	(79,255)	(94,492)
Acquisitions of businesses, net of cash acquired	(19,820)	(60,206)	(99,584)
Net cash used in investing activities	(60,340)	(139,461)	(194,076)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs	0	0	548,905
Issuance of common units to new investors	0	0	1,000
Proceeds from long-term debt, net of discount	57,753	257,324	98,800
Payments of debt issue costs	(188)	(7,266)	(2,360)
Payments of long-term debt	(2,470)	(187,766)	(311,390)
Prepayment for debt paydown	0	(1,609)	(8,820)
Payments of contingent consideration	(7,668)	(12,515)	(12,279)
Taxes related to net share settlement of equity awards	0	(904)	0
Net cash provided by financing activities	47,427	47,264	313,856
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(29,797)	(39,408)	129,200
Cash and Cash Equivalents - Beginning of period	108,621	148,029	18,829
CASH AND CASH EQUIVALENTS – END OF PERIOD	78,824	108,621	148,029
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net	21,044	14,365	22,415
Cash paid for taxes, net of refunds	80	2,237	1,093
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES
Equipment financed through finance leases	0	363	1,438
Contingent consideration incurred in acquisitions of businesses	1,985	11,221	10,685
Acquisition of property and equipment included in liabilities	3,827	7,891	15,845
Surrender of common stock	0	982	0
Issuance of common units for acquisitions of businesses	0	0	1,486
Taxes related to net share settlement of equity awards included in liabilities	$ 0	$ 0	$ 441

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY, CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS' / MEMBERS' EQUITY (SUCCESSOR) AND CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND MEMBERS' DEFICIT (PREDECESSOR) - USD ($) $ in Thousands	Total	IPO	Class A Redeemable Units	Class A-1 Common Units	Class A-2 Common Units	Class B Common Units	Common Stock	Common Stock IPO	Common Stock Class A-1 Common Units	Common Stock Class A-2 Common Units	Common Stock Class B Common Units	Additional Paid-in Capital	Additional Paid-in Capital IPO	Accumulated Other Comprehensive Income	Accumulated Deficit
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
Net loss	(307,197)														(307,197)
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
Stock-based compensation expense	259,439											259,439
Issuance of common units for acquisitions of businesses	1,486				$ 1,486
Issuance of common units for acquisitions of businesses, shares					725,000
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					962,000			32,800,000
Vested Class B Profits Interest						17,920,000
Conversion of Redeemable Class A Units into common stock upon closing of initial public offering, Value	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, Value				$ (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, Value							$ 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, Value							$ 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, Value	9,000						$ 5					8,995
Endowment of shares to the LifeStance Health Foundation, Shares							500,000
Balance at Dec. 31, 2021	1,545,028						$ 3,743		$ 0	$ 0	$ 0	1,898,357		$ 0	(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
Net loss	(215,564)														(215,564)
Issuance of common stock upon vesting of restricted stock units	(463)						$ 22					(485)		0
Issuance of common stock upon vesting of restricted stock units, Shares							2,204,000
Forfeitures, shares							(363,000)
Forfeitures, value	(1,360)						$ (3)					(1,357)
Surrender of common stock, shares							(132,000)
Surrender of common stock	(982)						$ (1)					(981)
Other comprehensive loss	3,274													3,274
Stock-based compensation expense	188,790											188,790
Issuance of common units for acquisitions of businesses	0
Accretion of Redeemable Class A units	0
Balance at Dec. 31, 2022	1,518,723						$ 3,761					2,084,324		3,274	(572,636)
Shares, Outstanding at Dec. 31, 2022							375,964,000
Net loss	(186,262)														(186,262)
Adoption of ASU 2016-13	(1,948)														(1,948)
Issuance of common stock upon vesting of restricted stock units							$ 48					(48)
Issuance of common stock upon vesting of restricted stock units, Shares							4,831,000
Forfeitures, shares							(2,070,000)
Forfeitures, value	(3,399)						$ (20)					(3,379)
Other comprehensive loss	(971)													(971)
Stock-based compensation expense	102,787											102,787
Issuance of common units for acquisitions of businesses	0
Accretion of Redeemable Class A units	0
Balance at Dec. 31, 2023	$ 1,428,930						$ 3,789					$ 2,183,684		$ 2,303	$ (760,846)
Shares, Outstanding at Dec. 31, 2023							378,725,000

Goodwill and Intangible Assets - Summary of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 43,065	$ 40,280	$ 39,042

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	25,000,000	25,000,000
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	800,000,000
Common Stock, Shares, Issued	378,725,000	375,964,000
Common Stock, Shares, Outstanding	378,725,000	375,964,000

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

NOTE 5 LEASES

Leases - ASC 842

The Company leases its office facilities and office equipment which are accounted for as operating leases. Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term from 1 to 7 years.

The components of lease expense for the Company's operating leases in its consolidated statements of operations and comprehensive loss were as follows:


	Year Ended December 31,
	2023		2022
Operating lease costs	$	56,677	$	54,217

Variable lease costs and short-term lease costs were not material.

The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows:


	December 31,
	2023			2022
Weighted-average remaining lease term (in years)		4.6			5.3
Weighted-average discount rate		7.11	%		6.47	%

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


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	63,363	$	53,371
Noncash lease activity
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	16,020	$	47,837

The future minimum lease payments under noncancellable operating leases as of December 31, 2023 are as follows:


Year Ended December 31,	Amount
2024	$	60,879
2025		61,735
2026		54,261
2027		40,856
2028		28,703
Thereafter		23,085
Total lease payments	$	269,519
Less: imputed interest		(41,687	)
Total lease liabilities	$	227,832

Related party lease transactions were not material as of and for the year ended December 31, 2023. The Company incurred $1,565 in related-party lease expense in its consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The Company had $5,058 in right-of-use assets, $1,324 in operating lease liabilities, current, and $3,902 in operating lease liabilities, noncurrent, with related parties as of December 31, 2022.

Real Estate Optimization and Restructuring Charges

In 2023, the Company announced a strategic re-focus, to prioritize resources and close certain centers as a direct result of changes to the Company's business model driven by a shift to more virtual visits initiated by the COVID-19 pandemic. During the year ended December 31, 2023, the Company substantially completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases. The Company accounts for real estate optimization restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations and ASC 360-10, Property, Plant, and Equipment. The costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2023, the Company recorded $10,970 of office space reductions, including primarily of $4,734 of right-of-use asset impairment, $4,618 of property and equipment disposal and impairment costs, and $2,419 of gains related to early lease terminations. The portion of these amounts to be settled by cash disbursements was accounted for as an exit cost liability within other current liabilities and other noncurrent liabilities within the consolidated balance sheets and are not material as of December 31, 2023.

Leases - ASC 840

Prior to the adoption of ASC 842 as of January 1, 2022, the Company accounted for its operating lease arrangements under ASC 840 with no right-of-use assets or lease liabilities being reflected on the consolidated balance sheets. Total rent expense amounted to as follows in the consolidated statements of operations and comprehensive loss:


	Year Ended December 31, 2021
Related-party rent expense	$	2,763
Third-party rent expense		32,630
Total lease cost	$	35,393

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

NOTE 13 COMMITMENTS AND CONTINGENCIES

Professional Liability Insurance

The medical malpractice insurance coverage is subject to a $3,000 per claim limit and an annual aggregate limit of $8,000 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, 2023 and 2022.

Healthcare Industry

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government healthcare program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violation of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed.

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

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

General Contingencies

The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. There has been no significant reduction in insurance coverage from the previous year in any of the Company’s policies.

Litigation

The Company may be involved from time-to-time in legal actions relating to the ownership and operations of its business. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company.

On August 10, 2022, a shareholder class action lawsuit captioned Nayani v. LifeStance Health Group, Inc., et al., No. 22cv6833, was filed in the United States District Court for the Southern District of New York (the “Court”) against the Company and certain executives and board members (the “LifeStance Defendants”), as well as the underwriters of the Company’s initial public offering (the “IPO”) (collectively, “Defendants”). The lawsuit alleges that the Defendants violated Section 11 of the Securities Act of 1933 (the “Securities Act”) because the IPO registration statement purportedly contained inaccurate and misleading statements and/or failed to disclose certain facts concerning the Company's clinician retention rate. The lawsuit also asserts that certain of the LifeStance Defendants violated Section 15 of the Securities Act because they are control persons of the Company. The parties to the Nayani action have agreed to settle that action, with the settlement contemplating a monetary payment of $50,000. The Court approved the settlement and entered a final judgment on January 30, 2024. The Company expects the settlement and related legal costs to be approximately $50,000 net of insurance, of which the Company paid the settlement and substantially all of the related legal costs during the second half of 2023. The settlement amount, net of insurance recovery, was recorded as general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

In the first half of 2023, two related hybrid collective/class action lawsuits, captioned Armand et al. v. LifeStance Health Group, Inc. and Jessica McAfee et al. v. LifeStance Health Group, Inc., were filed against the Company, in the United States District Court for the Middle District of Florida on January 1, 2023 and the United States District Court for the District of Arizona on June 22, 2023, respectively, by a putative collective or class representing employees of the Company related to advance on compensation and alleged underpayments for time worked. The lawsuit seeks unspecified monetary damages. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of December 31, 2023.

On April 26, 2023, a class action litigation captioned Strong v. LifeStance Health Group, Inc. was filed in the United States District Court for the District of Arizona against the Company by a putative class representing users of the Company's website who allege various privacy-related claims premised on the Company's use of pixel technologies on its website. The lawsuit seeks unspecified monetary damages. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of December 31, 2023.

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	$ 67,697	$ 4,426
Beginning balance	17,824	17,430
Additions related to acquisitions	1,985	11,221
Payments of contingent consideration	(7,668)	(12,515)
(Gain) loss on remeasurement	(3,972)	1,688
Ending balance	8,169	17,824
Liabilities measured at fair value	8,169	17,824
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	64,766	0
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	2,931	4,426
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	64,766	0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value	2,931	4,426
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities measured at fair value	$ 8,169	$ 17,824

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 21, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Trading Symbol	LFST
Entity Registrant Name	LifeStance Health Group, Inc.
Entity Central Index Key	0001845257
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-40478
Entity Tax Identification Number	86-1832801
Entity Address, Address Line One	4800 N. Scottsdale Road
Entity Address, Address Line Two	Suite 2300
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	602
Local Phone Number	767-2100
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.01 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant's fiscal year ended December 31, 2023.
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Seattle, WashingtonFebruary 28, 2024We have served as the Company's auditor since 2020.
Entity Public Float			$ 965,097,524
Entity Common Stock, Shares Outstanding		380,689,929
Document Financial Statement Error Correction [Flag]	false

Prepaid Expenses and Other Current Assets and Other Accrued Expenses - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid bonuses and advances	$ 10,538	$ 12,097
Other receivables	235	640
Other current assets	10,729	10,997
Total	$ 21,502	$ 23,734

Long-Term Debt - Additional Information (Details) - USD ($)			12 Months Ended
	May 04, 2022	May 14, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2023	Apr. 01, 2023
Debt Instrument [Line Items]
Long-term debt, maturities, repayment terms		May 14, 2026
Long-term debt fair value			$ 304,955,000	$ 235,049,000
Long term debt fair value			289,494,000	233,964,000
Loss on debt extinguishment			0	3,380,000	$ 14,440,000
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving loan outstanding amount							$ 25,000,000
May 2020 Credit Agreement
Debt Instrument [Line Items]
Unamortized debt issuance expense				1,771
Loss on debt extinguishment				3,380
Prepayment charge				1,609
Related party fees				4,375,000
May 2020 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 20,000,000
2022 Credit Agreement
Debt Instrument [Line Items]
Term loan facility	$ 200,000,000
Debt instrument, basis spread on variable rate	1.00%
2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000,000
Unused revolving loan commitment fee percentage			0.005
Revolving loan outstanding amount			$ 0	0
Revolving loan,expiration date			May 16, 2027
Term Loans
Debt Instrument [Line Items]
Long-term debt, maturities, repayment terms	May 16, 2028
Long term debt fair value	$ 200,000,000		$ 197,500,000	199,500,000
Delayed Drawn term Loans
Debt Instrument [Line Items]
Long term debt fair value			91,994,000	$ 34,464,000
Delayed Drawn Term Loans
Debt Instrument [Line Items]
Long term debt fair value			$ 25,000,000			$ 8,000,000
Maximum \| 2022 Credit Agreement
Debt Instrument [Line Items]
Revolving loan outstanding amount	50,000,000
Maximum \| Delayed Drawn term Loans \| 2022 Credit Agreement
Debt Instrument [Line Items]
Aggregate loan commitment amount	$ 100,000,000
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| 2022 Credit Agreement
Debt Instrument [Line Items]
Long-term debt, maturities, repayment terms	May 16, 2027
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| 2022 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| 2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| 2022 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| 2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.25%
Federal Funds Rate \| 2022 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Federal Funds Rate \| 2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			0.50%
Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.50%
Base Rate \| 2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			2.25%

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total	$ 256,906	$ 237,072
Less: Accumulated depreciation	(68,684)	(42,883)
Total property and equipment, net	188,222	194,189
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total	170,212	148,249
Computers and Peripherals
Property Plant And Equipment [Line Items]
Total	27,302	26,650
Internal-use software
Property Plant And Equipment [Line Items]
Total	7,197	7,894
Furniture, Fixtures and Equipment
Property Plant And Equipment [Line Items]
Total	42,316	36,437
Medical Equipment
Property Plant And Equipment [Line Items]
Total	842	950
Construction in Progress
Property Plant And Equipment [Line Items]
Total	$ 9,037	$ 16,892

Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Summary of Class B Profits Interests General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock and unit-based compensation expense	$ 99,388	$ 187,430	$ 259,439

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Prepaid Expenses and Other Current Assets and Other Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31,
	2023		2022
Prepaid bonuses and advances	$	10,538	$	12,097
Other receivables		235		640
Other current assets		10,729		10,997
Total	$	21,502	$	23,734

Schedule of Other Accrued Expenses

Other accrued expenses consist of the following:


	December 31,
	2023		2022
Patient credits payable	$	16,158	$	12,085
Accrual for goods received, not invoiced		2,682		7,118
Accrued professional fees		3,503		1,973
Other accrued expense		12,669		9,252
Total	$	35,012	$	30,428

Summary of Significant Accounting Policies - Schedule of Intangible Assets with Definite Lives (Details)	Dec. 31, 2023
Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	5 years
Minimum \| Non Compete Agreements
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	3 years
Minimum \| Regional Trade Names
Finite Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life	4 years
Maximum \| Non Compete 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

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 170,703	$ 199,431
Operating lease liabilities, current	46,475	38,824
Operating lease liabilities, noncurrent	181,357	212,586
Operating lease costs	56,677	54,217
Variable lease costs	0
Short-term lease costs	0
Right-of-use asset, impairment	4,734
Property and equipment, disposals	4,618
Gains related to early lease terminations	2,419
Office Space Reductions
Lessee, Lease, Description [Line Items]
Exit or Disposal of office space	$ 10,970
Related Party
Lessee, Lease, Description [Line Items]
Related party lease expenses		1,565
Right-of-use assets		5,058
Operating lease liabilities, current		1,324
Operating lease liabilities, noncurrent		$ 3,902
Maximum
Lessee, Lease, Description [Line Items]
Operating leases renewal term	7 years
Minimum
Lessee, Lease, Description [Line Items]
Operating leases renewal term	1 year

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Components of Income Tax Benefit

Benefit from Income Taxes

The benefit from income taxes is comprised of the following components:


	Year Ended December 31,
	2023			2022			2021
Current:
Federal	$	—		$	—		$	—
State		1,589			(433	)		977
Total current		1,589			(433	)		977
Deferred:
Federal		(17,134	)		(12,364	)		(19,559	)
State		(4,776	)		(4,369	)		(7,326	)
Total deferred		(21,910	)		(16,733	)		(26,885	)
Total income tax benefit	$	(20,321	)	$	(17,166	)	$	(25,908	)

Components of Net Deferred Tax Assets and Liabilities

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


	December 31,
	2023			2022
Deferred tax assets
Accruals and reserves	$	3,347		$	2,274
Net operating losses		48,218			31,292
Stock-based compensation		11,936			8,849
Interest limitation		12,102			8,028
Charitable contributions		2,639			2,617
Operating lease liability		59,970			65,409
Gross deferred tax assets		138,212			118,469
Valuation allowance		(14,974	)		(1,424	)
Net deferred tax assets		123,238			117,045
Deferred tax liabilities
Fixed assets		(29,101	)		(35,847	)
Intangibles		(64,940	)		(68,013	)
Right-of-use assets		(44,769	)		(51,886	)
Gross deferred tax liabilities		(138,810	)		(155,746	)
Net deferred tax liability	$	(15,572	)	$	(38,701	)

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 benefit from income taxes as follows:


	Year Ended December 31,
	2023						2022						2021
	Amount			%			Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(43,382	)		21.0	%	$	(48,873	)		21.0	%	$	(69,952	)		21.0	%
State income taxes, net of federal benefit		(5,705	)		2.8	%		(4,183	)		1.8	%		(6,507	)		2.0	%
Stock and unit-based compensation		4,343			(2.1	%)		27,014			(11.6	%)		49,489			(14.9	%)
IRC Section 162M limitation		10,458			(5.1	%)		5,685			(2.4	%)		994			(0.3	%)
Valuation allowance		13,549			(6.6	%)		1,424			(0.6	%)		—			—
Other adjustments		416			(0.2	%)		1,767			(0.8	%)		68			(0.0	%)
Total	$	(20,321	)		9.8	%	$	(17,166	)		7.4	%	$	(25,908	)		7.8	%

Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (in years)	4 years 7 months 6 days	5 years 3 months 18 days
Weighted-average discount rate	7.11%	6.47%

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Regional Trade Names

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

^[1]

$ 435

$ 1,842

Non Compete Agreements

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

^[2]

408

1,377

Outpatient Mental Health Practices

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

$ 843

$ 3,219

[1]	Useful lives for trade names are 5 years.
[2]	Useful lives for non-competition agreements are 3 to 5 years.

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9 FAIR VALUE MEASUREMENTS

Contingent Consideration

The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of December 31, 2023 and 2022.


Valuation Technique	Range of Significant Assumptions
		December 31,
		2023	2022
Probability-weighted analysis	Probability	0% - 100%	50% - 100%
based earn-outs	Discount rate	9.7%	8.0%

As of December 31, 2023 and 2022, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. The noncurrent portion of the contingent consideration liability is included within other noncurrent liabilities on the consolidated balance sheets.

Hedging Activities

The Company uses derivative financial instruments, including an interest rate swap, for hedging and non-trading purposes to manage its exposure to changes in interest rates. The Company entered into a hedge transaction (interest rate swap) using a derivative financial instrument for the purpose of hedging the Company’s exposure to interest rate risks, which the contractual terms of the hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. The objective of entering into the interest rate swap is to eliminate the variability of cash flows in the Secured Overnight Financing Rate ("SOFR") interest payments associated with the variable-rate loan over the life of the loan. In August 2022, the Company entered into an interest rate swap agreement to pay a fixed rate of 3.24% on a total notional value of $189,000 of debt. As a result of the interest rate swap, 94.5% of the term loan previously exposed to interest rate risk from changes in SOFR is now hedged against the interest rate swap at a fixed rate. The interest rate swap matures on September 30, 2025. As of December 31, 2023, the notional value was $186,638. As changes in interest rates impact the future cash flow of interest payments, the hedge provides a synthetic offset to interest rate movements.

The Company used the income approach to value the derivative for the interest rate swap using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. This derivative instrument (interest rate swap) is designated and qualifies as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income. Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense. The cash flows from the derivative treated as a cash flow hedge are classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged.

For the years ended December 31, 2023 and 2022, the Company included an immaterial gain on the hedged item (that is, variable-rate borrowings) in the same line item - interest expense - as the offsetting gain on the related interest rate swap.

The following table summarizes the location of the interest rate swap in the consolidated balance sheets:


		December 31,
	Consolidated balance sheets location	2023		2022
Interest rate swap	Other noncurrent assets	$	2,931	$	4,426

The amount of estimated cash flow hedge unrealized gains and losses that are expected to be reclassified into earnings in the next twelve months is not material.

Fair Value Measured on a Recurring Basis

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


	December 31,
	2023			2022
Assets Measured at Fair Value
Money market funds	$	64,766		$	—
Level 1	$	64,766		$	—
Interest rate swap asset	$	2,931		$	4,426
Level 2	$	2,931		$	4,426
Total assets measured at fair value	$	67,697		$	4,426

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	17,824		$	17,430
Additions related to acquisitions		1,985			11,221
Payments of contingent consideration		(7,668	)		(12,515	)
(Gain) loss on remeasurement		(3,972	)		1,688
Ending balance		8,169			17,824
Level 3	$	8,169		$	17,824
Total liabilities measured at fair value	$	8,169		$	17,824

- Definition

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.

+ References + Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of December 31, 2023 and 2022.


Valuation Technique	Range of Significant Assumptions
		December 31,
		2023	2022
Probability-weighted analysis	Probability	0% - 100%	50% - 100%
based earn-outs	Discount rate	9.7%	8.0%

Schedule of Location of the Interest Rate Swap

The following table summarizes the location of the interest rate swap in the consolidated balance sheets:


		December 31,
	Consolidated balance sheets location	2023		2022
Interest rate swap	Other noncurrent assets	$	2,931	$	4,426

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,
	2023			2022
Assets Measured at Fair Value
Money market funds	$	64,766		$	—
Level 1	$	64,766		$	—
Interest rate swap asset	$	2,931		$	4,426
Level 2	$	2,931		$	4,426
Total assets measured at fair value	$	67,697		$	4,426

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	17,824		$	17,430
Additions related to acquisitions		1,985			11,221
Payments of contingent consideration		(7,668	)		(12,515	)
(Gain) loss on remeasurement		(3,972	)		1,688
Ending balance		8,169			17,824
Level 3	$	8,169		$	17,824
Total liabilities measured at fair value	$	8,169		$	17,824

Business Combinations - Additional Information (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($)	Dec. 31, 2023 Facility	Dec. 31, 2022 Facility	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Acquisitions of outpatient mental health practices \| Facility		3	13
IPO
Business Acquisition [Line Items]
Termination Fee	$ 1,213
Post-IPO
Business Acquisition [Line Items]
Management fees	$ 0
Related Party
Business Acquisition [Line Items]
Management fees				$ 1,445

Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Accruals and reserves	$ 3,347	$ 2,274
Net operating losses	48,218	31,292
Stock-based compensation	11,936	8,849
Interest limitation	12,102	8,028
Charitable contributions	2,639	2,617
Operating lease liability	59,970	65,409
Gross deferred tax assets	138,212	118,469
Valuation allowance	(14,974)	(1,424)
Net deferred tax assets	123,238	117,045
Deferred tax liabilities
Fixed assets	(29,101)	(35,847)
Intangibles	(64,940)	(68,013)
Right-of-use assets	(44,769)	(51,886)
Gross deferred tax liabilities	(138,810)	(155,746)
Net deferred tax liabilities	$ (15,572)	$ (38,701)

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	Amount
Balance as of December 31, 2021	$	1,204,544
Business acquisitions (Note 7)		68,314
Measurement period adjustments		81
Balance as of December 31, 2022	$	1,272,939
Business acquisitions (Note 7)		20,733
Measurement period adjustments		(326	)
Balance as of December 31, 2023	$	1,293,346

Intangible Assets

Intangible assets consist of the following:


December 31, 2023	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,694	$	(26,399	)	$	10,295		5.0
LifeStance trade names		235,500		(38,024	)		197,476		22.5
Non-competition agreements		94,535		(81,234	)		13,301		4.2
Total intangible assets	$	366,729	$	(145,657	)	$	221,072


December 31, 2022	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (Years)
Regional trade names	$	36,259	$	(16,688	)	$	19,571		5.0
LifeStance trade names		235,500		(27,557	)		207,943		22.5
Non-competition agreements		94,127		(58,347	)		35,780		4.2
Total intangible assets	$	365,886	$	(102,592	)	$	263,294

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:


	Year Ended December 31,
	2023		2022		2021
Amortization expense	$	43,065	$	40,280	$	39,042

The future amortization of intangible assets as of December 31, 2023 is as follows:


Year Ended December 31,	Amount
2024	$	29,657
2025		13,750
2026		11,385
2027		10,671
2028		10,467
Thereafter		145,142
Total	$	221,072

Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Additional Information (Details)	1 Months Ended	12 Months Ended
	Aug. 31, 2021 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Jan. 01, 2023 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense \| $		$ 142,811
Unrecognized compensation expense, weighted-average period		1 year 10 months 24 days
Grant-date fair value of stock options granted \| $			$ 56,917
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock	6,817,000
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.
Common Stock, Capital Shares Reserved for Future Issuance				3,760,000
Percentage of Purchase Price	0.85
2021 Employee Stock Purchase Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock Issued During Period, Shares, Employee Stock Purchase Plans		0	0
2021 Employee Stock Purchase Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock	42,500,000
Percentage of deduction on pay roll	0.15
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock		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 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. On January 1, 2023, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,798 shares.
Common Stock, Capital Shares Reserved for Future Issuance				18,798,000

Total Revenue (Tables)

12 Months Ended

Dec. 31, 2023

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:


	Year Ended December 31,
	2023					2022					2021
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	960,128		91	%	$	776,343		91	%	$	601,850		90	%
Government		44,653		4	%		37,058		4	%		29,436		5	%
Self-pay		40,797		4	%		36,382		4	%		28,915		4	%
Total patient service revenue		1,045,578		99	%		849,783		99	%		660,201		99	%
Nonpatient service revenue		10,087		1	%		9,759		1	%		7,310		1	%
Total	$	1,055,665		100	%	$	859,542		100	%	$	667,511		100	%

Schedule of percentage of revenue from insurance companies

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


	Year Ended December 31,
	2023			2022			2021
Payor A		19	%		19	%		19	%
Payor B		13	%		14	%		14	%

Business Combinations - Schedule of Fair Value Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Combinations [Abstract]
Cash	$ 181	$ 1,652
Patient accounts receivable	372	2,652
Prepaid expenses and other current assets	138	718
Property and equipment	221	225
Right-of-use assets	368	0
Other noncurrent assets	22	80
Intangible assets	843	3,219
Goodwill	20,733	68,314
Total assets acquired	22,878	76,860
Total liabilities assumed	893	3,824
Fair value of net assets	$ 21,985	$ 73,036

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022
Property Plant And Equipment [Line Items]
Acquisition of Non Medical Assets	100.00%
Goodwill Impairment	$ 0	$ 0	$ 0
Advertising expense	9,399,000	8,632,000	11,696,000
Amortization of discount and debt issue costs	$ 2,101,000	$ 1,949,000	$ 1,797,000
Tax benefit percentage	9.80%	7.40%	7.80%
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, 2023 and 2022. Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2023 and 2022. These payors comprise 17% and 15%, of the patient accounts receivable balance, respectively, as of December 31, 2023, and 16% and 16%, respectively, as of December 31, 2022.
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	$ 18,846,000	$ 15,746,000	$ 11,375,000
Expiration Period	10 years
Impairment of assets		0	0
Operating lease liabilities, current	$ 46,475,000	38,824,000
Operating lease liabilities, noncurrent	181,357,000	212,586,000
Right-of-use assets	$ 170,703,000	199,431,000
ASU 2016-02
Property Plant And Equipment [Line Items]
Operating lease liabilities, current				$ 16,753,000
Operating lease liabilities, noncurrent				200,247,000
Right-of-use assets				$ 190,013,000
Time Based Option
Property Plant And Equipment [Line Items]
Vesting Period	4 years
Percentage of option shares	25.00%
Performance Shares
Property Plant And Equipment [Line Items]
Vesting Period	4 years
Percentage of option shares	25.00%
Interest Expense
Property Plant And Equipment [Line Items]
Amortization of discount and debt issue costs	$ 2,101,000	$ 3,720,000	$ 7,417,000
Leasehold Improvements \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Leasehold Improvements \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	10 years
Accounts Receivable \| Customer Concentration Risk \| Payor One
Property Plant And Equipment [Line Items]
Percentage of total revenue	17.00%	16.00%
Accounts Receivable \| Customer Concentration Risk \| Payor Two
Property Plant And Equipment [Line Items]
Percentage of total revenue	15.00%	16.00%

Property and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 37,372	$ 28,918	$ 15,094

Summary of Significant Accounting Policies - Schedule of Depreciation of Property and Equipment (Details)	Dec. 31, 2023
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
Internal-use Software \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	1 year
Internal-use Software \| Maximum
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 and Stockholders'/Members' Equity - Summary of Restricted Stock Awards (RSA) Activity (Details) - Restricted Stock Award - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding	16,796	23,501
Vested	(9,247)	(6,342)
Forfeited	(2,070)	(363)
Outstanding	5,479	16,796
Outstanding	$ 11.98	$ 11.98
Vested	11.98	11.98
Forfeited	11.98	11.98
Outstanding	$ 11.98	$ 11.98

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Medical malpractice insurance, coverage per claim limit		$ 3,000
Medical malpractice insurance, annual coverage per clinician		8,000
Monetary payment of settlement		$ 50,000
Expected litigation settlement expense amount	$ 50,000

Fair Value Measurements - Schedule of Location of the Interest Rate Swap (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 2,931	$ 4,426

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References

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-Subparagraph (SX 210.12-13A(Column E))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 22: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
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-Name Accounting Standards Codification
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-Paragraph 22
-Publisher FASB
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147483444/210-20-55-10

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-10

+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 4 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:


	December 31,
	2023			2022
Leasehold improvements	$	170,212		$	148,249
Computers and peripherals		27,302			26,650
Internal-use software		7,197			7,894
Furniture, fixtures and equipment		42,316			36,437
Medical equipment		842			950
Construction in process		9,037			16,892
Total	$	256,906		$	237,072
Less: Accumulated depreciation		(68,684	)		(42,883	)
Total property and equipment, net	$	188,222		$	194,189

Depreciation expense consists of the following:


	Year Ended December 31,
	2023		2022		2021
Depreciation expense	$	37,372	$	28,918	$	15,094

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 12 INCOME TAXES

Benefit from Income Taxes

The benefit from income taxes is comprised of the following components:


	Year Ended December 31,
	2023			2022			2021
Current:
Federal	$	—		$	—		$	—
State		1,589			(433	)		977
Total current		1,589			(433	)		977
Deferred:
Federal		(17,134	)		(12,364	)		(19,559	)
State		(4,776	)		(4,369	)		(7,326	)
Total deferred		(21,910	)		(16,733	)		(26,885	)
Total income tax benefit	$	(20,321	)	$	(17,166	)	$	(25,908	)

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


	December 31,
	2023			2022
Deferred tax assets
Accruals and reserves	$	3,347		$	2,274
Net operating losses		48,218			31,292
Stock-based compensation		11,936			8,849
Interest limitation		12,102			8,028
Charitable contributions		2,639			2,617
Operating lease liability		59,970			65,409
Gross deferred tax assets		138,212			118,469
Valuation allowance		(14,974	)		(1,424	)
Net deferred tax assets		123,238			117,045
Deferred tax liabilities
Fixed assets		(29,101	)		(35,847	)
Intangibles		(64,940	)		(68,013	)
Right-of-use assets		(44,769	)		(51,886	)
Gross deferred tax liabilities		(138,810	)		(155,746	)
Net deferred tax liability	$	(15,572	)	$	(38,701	)

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


	Year Ended December 31,
	2023						2022						2021
	Amount			%			Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(43,382	)		21.0	%	$	(48,873	)		21.0	%	$	(69,952	)		21.0	%
State income taxes, net of federal benefit		(5,705	)		2.8	%		(4,183	)		1.8	%		(6,507	)		2.0	%
Stock and unit-based compensation		4,343			(2.1	%)		27,014			(11.6	%)		49,489			(14.9	%)
IRC Section 162M limitation		10,458			(5.1	%)		5,685			(2.4	%)		994			(0.3	%)
Valuation allowance		13,549			(6.6	%)		1,424			(0.6	%)		—			—
Other adjustments		416			(0.2	%)		1,767			(0.8	%)		68			(0.0	%)
Total	$	(20,321	)		9.8	%	$	(17,166	)		7.4	%	$	(25,908	)		7.8	%

Differences between the statutory rate are primarily the result of permanent book/tax differences between non-deductible equity awards, valuation allowance activity and state income taxes.

As of December 31, 2023, the Company has $191,668 of federal net operating loss carryforwards and $163,177 of state net operating loss carryforwards.

As of December 31, 2022, the Company has $139,346 of federal net operating loss carryforwards and $44,350 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 2028.

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, 2023 and 2022, 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, 2023 and 2022. Any limitation may limit the Company’s future use of net operating losses.

The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company had a valuation allowance of $14,974 and $1,424, respectively, against a portion of its charitable contribution carryforward and net operating loss carryforwards for which realization cannot be considered more likely than not at this time. The valuation allowance increased by $13,549 and $1,424 for the years ended December 31, 2023 and 2022, respectively.

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. The Company's tax returns are still open under the U.S. statute from 2019 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.

The Company had no amounts accrued for interest and penalties, net of federal income tax benefit, related to tax contingencies for the years ended December 31, 2023 and 2022.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 14 NET LOSS PER SHARE

Prior to the IPO, 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 loss per share (“EPS”) for the Company’s common shares (on an as-converted basis):


	Year Ended December 31,
	2023			2022			2021
Net loss available to common stockholders'	$	(186,262	)	$	(215,564	)	$	(343,947	)
Weighted-average shares used to compute basic and diluted net loss per share		367,457			355,278			327,523
Net loss per share, basic and diluted	$	(0.51	)	$	(0.61	)	$	(1.05	)

The Company has issued potentially dilutive instruments in the form of RSAs, RSUs and stock options. The Company did not include any of these instruments in its calculation of diluted loss per share (on an as-converted basis) for the years ended December 31, 2023, 2022 and 2021 because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 11 for the

issued, vested and unvested RSAs, RSUs and stock options. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share:


	As of December 31,
	2023		2022		2021
RSAs		5,479		16,796		23,501
RSUs		23,378		14,203		6,031
Stock options		13,476		13,476		—
		42,333		44,475		29,532

Long-Term Debt - Future Principal Payments on Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 2,925
2025	2,925
2026	2,925
2027	2,925
2028	277,794
Total	$ 289,494	$ 233,964

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stock and Unit - Based Compensation and Stockholders'/Members' Equity - Schedule of Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Black Scholes Option Pricing Model
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	3.22%
Volatility	55.00%
Expected term (years)	6 years 3 months
Expected dividend yield	0.00%
Estimated fair value per option granted	$ 4.13
Monte Carlo Simulation
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	3.22%
Volatility	55.00%
Expected term (years)	2 years 9 months 3 days
Expected dividend yield	0.00%
Estimated fair value per option granted	$ 4.27

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Total Revenue - Schedule of Percentage Of Revenue From Insurance Companies (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	100.00%	100.00%	100.00%
Payor A
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	19.00%	19.00%	19.00%
Payor B
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	13.00%	14.00%	14.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Accounting Estimates

Segment Information

Variable Interest Entities

Total Revenue

Center Costs, Excluding Depreciation and Amortization

Cash and Cash Equivalents

Patient Accounts Receivable

Property and Equipment, net


Furniture, fixtures and equipment	5 - 7 years
Computers and peripherals	3 years
Internal-use software	1 - 3 years
Medical equipment	7 years

Leases

Business Combinations

Impairment of Long-Lived Assets

Intangible Assets


Non-competition agreements	3 to 6 years
Trade names	4 to 22.5 years

Goodwill

Fair Value Measurements

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

•

Stock and Unit-Based Compensation

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

Income Taxes

Advertising and Marketing Costs

Debt Issue Costs

Comprehensive Loss

Net Loss Per Share

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.

Retirement Plan

Indemnification

Professional Liability Insurance

Concentrations of Risk and Significant Customers

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Goodwill and Intangible Assets - Summary of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Beginning balance	$ 1,272,939	$ 1,204,544
Business acquisitions	20,733	68,314
Measurement period adjustments	(326)	81
Ending balance	$ 1,293,346	$ 1,272,939

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Stock and Unit - Based Compensation and Stockholders'/Members' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Awards (RSA) Activity

The following is a summary of RSA transactions as of and for the years ended December 31, 2023 and 2022:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		23,501		$	11.98
Vested		(6,342	)		11.98
Forfeited		(363	)		11.98
Unvested, December 31, 2022		16,796		$	11.98
Vested		(9,247	)		11.98
Forfeited		(2,070	)		11.98
Unvested, December 31, 2023		5,479		$	11.98

Summary of Restricted Stock Unit (RSU) Activity

The following is a summary of RSU transactions as of and for the years ended December 31, 2023 and 2022:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2021		6,031		$	17.95
Granted		12,195			8.43
Vested		(2,204	)		16.86
Canceled and forfeited		(1,819	)		8.39
Outstanding, December 31, 2022		14,203		$	10.61
Granted		17,885			6.11
Vested		(4,831	)		11.94
Canceled and forfeited		(3,879	)		8.49
Outstanding, December 31, 2023		23,378		$	7.24

Summary of Stock Option Activity

The following is a summary of stock option activity as of and for the years ended December 31, 2023 and 2022:


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2021		—	$	—		—	$	—
Granted		13,476		7.42
Exercised		—		—
Canceled and forfeited		—		—
Outstanding, December 31, 2022		13,476	$	7.42		9.70	$	—
Granted		—		—
Exercised		—		—				—
Canceled and forfeited		—		—
Outstanding, December 31, 2023		13,476	$	7.42		8.70	$	5,565
Exercisable at December 31, 2023		1,123	$	7.42		8.70	$	464
Vested or expected to vest at December 31, 2023		13,476	$	7.42		8.70	$	5,565

Schedule of Stock Opions Assumptions

The Company estimated the fair value of stock option grants with time-based vesting conditions using a Black-Scholes option-pricing model with the following assumptions presented on a weighted-average basis:


	Year Ended December 31, 2022
Risk-free interest rate		3.22	%
Volatility		55.00	%
Expected term (years)		6.25
Expected dividend yield		0.00	%
Estimated fair value per option granted	$	4.13

The Company estimated the fair value of stock option grants with time- and market-based vesting conditions using a Monte Carlo simulation that incorporate estimates of the potential outcomes of the market condition on the grant with the following assumptions:


	Year Ended December 31, 2022
Risk-free interest rate		3.22	%
Volatility		55.00	%
Expected service period (years)		2.76
Expected dividend yield		0.00	%
Weighted-average fair value per option granted	$	4.27

Summary of Unit Based Compensation Expense

The Company recognized stock and unit-based compensation expense related to RSAs, RSUs, stock options, and the Class B Profits Interests within general and administrative expenses in the consolidated statements of operations and comprehensive loss as follows:


	Year Ended December 31,
	2023		2022		2021
Stock and unit-based compensation expense	$	99,388	$	187,430	$	259,439

Business Combinations - Schedule of Fair Values of Acquired Intangible Assets (Parenthetical) (Details)	Dec. 31, 2023
Regional Trade Names
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years
Regional Trade Names \| Minimum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	4 years
Regional Trade Names \| Maximum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	22 years 6 months
Outpatient Mental Health Practices \| Non Competition Agreements \| Minimum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	3 years
Outpatient Mental Health Practices \| Non Competition Agreements \| Maximum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years

Stock and Unit - Based Compensation and Stockholders'/Members' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Stock and Unit - Based Compensation and Stockholders'/Members' Equity

NOTE 11 STOCK AND UNIT-BASED COMPENSATION AND STOCKHOLDERS'/MEMBERS’ EQUITY

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 was initially reserved at 47,037 shares. The share pool will automatically increase on January 1 of each year 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. On January 1, 2023, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,798 shares.

Restricted Stock

The following is a summary of RSA transactions as of and for the years ended December 31, 2023 and 2022:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		23,501		$	11.98
Vested		(6,342	)		11.98
Forfeited		(363	)		11.98
Unvested, December 31, 2022		16,796		$	11.98
Vested		(9,247	)		11.98
Forfeited		(2,070	)		11.98
Unvested, December 31, 2023		5,479		$	11.98

Restricted Stock Units

The following is a summary of RSU transactions as of and for the years ended December 31, 2023 and 2022:


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2021		6,031		$	17.95
Granted		12,195			8.43
Vested		(2,204	)		16.86
Canceled and forfeited		(1,819	)		8.39
Outstanding, December 31, 2022		14,203		$	10.61
Granted		17,885			6.11
Vested		(4,831	)		11.94
Canceled and forfeited		(3,879	)		8.49
Outstanding, December 31, 2023		23,378		$	7.24

Stock Options

The following is a summary of stock option activity as of and for the years ended December 31, 2023 and 2022:


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2021		—	$	—		—	$	—
Granted		13,476		7.42
Exercised		—		—
Canceled and forfeited		—		—
Outstanding, December 31, 2022		13,476	$	7.42		9.70	$	—
Granted		—		—
Exercised		—		—				—
Canceled and forfeited		—		—
Outstanding, December 31, 2023		13,476	$	7.42		8.70	$	5,565
Exercisable at December 31, 2023		1,123	$	7.42		8.70	$	464
Vested or expected to vest at December 31, 2023		13,476	$	7.42		8.70	$	5,565

The total grant-date fair value of stock options granted during the year ended December 31, 2022 was $56,917.


	Year Ended December 31, 2022
Risk-free interest rate		3.22	%
Volatility		55.00	%
Expected term (years)		6.25
Expected dividend yield		0.00	%
Estimated fair value per option granted	$	4.13


	Year Ended December 31, 2022
Risk-free interest rate		3.22	%
Volatility		55.00	%
Expected service period (years)		2.76
Expected dividend yield		0.00	%
Weighted-average fair value per option granted	$	4.27

The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company lacks company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The Company determines the expected term of time-based vesting condition options using the simplified method which is used when there is insufficient historical data about exercise patterns. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.

The expected service period of the time- and market-based vesting condition options is based on projected exercise dates resulting from the Monte Carlo simulation for each award tranche.

Stock and Unit-Based Compensation Expense


	Year Ended December 31,
	2023		2022		2021
Stock and unit-based compensation expense	$	99,388	$	187,430	$	259,439

As of December 31, 2023, the Company had $142,811 in unrecognized compensation expense related to all non-vested awards (RSAs, RSUs and stock options) that will be recognized over the weighted-average remaining service period of 1.9 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 was 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. On January 1, 2023, the number of shares of common stock reserved and available for issuance under the ESPP increased by 3,760 shares. 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, 2023 and 2022, no shares of common stock have been purchased under the Company’s ESPP.

Initial Public Offering

On June 14, 2021, the Company completed its IPO in which it issued and sold 32,800 shares of common stock and affiliates of TPG, Silversmith, and Summit (collectively, the "Selling Shareholders") sold 7,200 shares of common stock at an offering price of $18.00 per share. The Selling Shareholders granted the underwriters an option to purchase an additional 6,000 shares of common stock. The underwriters exercised in full their option to purchase additional shares, and the sale of the option shares was completed on June 25, 2021. The Company received net proceeds of $548,905, after deducting underwriting discounts and commissions of $32,472 and deferred offering costs of $9,023. The Company did not receive any proceeds from the sale of shares by the Selling Stockholders, including the option shares. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of the Company’s common stock in the IPO, including legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering.

Prior to the IPO, each of the holders of partnership interests in LifeStance TopCo contributed its partnership interests 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. Following the contribution of partnership interests, LifeStance TopCo became wholly-owned by LifeStance Health Group. The number of shares of common stock that each such holder of partnership interests in LifeStance TopCo received was determined based on the value that such holder would have received under the distribution provisions of the limited partnership agreement of LifeStance TopCo, with shares of common stock valued by reference to the IPO price. All 1,046,196 of LifeStance TopCo’s outstanding redeemable and common Class A units and 152,620 Class B units were contributed in exchange for 310,083 shares of common stock of LifeStance Health Group plus 30,766 shares of common stock issued as RSAs subject to vesting. As a result of this contribution and exchange, the Company reclassified $71,648 of redeemable units and $1,008,688 of common units to additional paid-in capital and $3,408 to common stock.

In connection with the IPO, the Company established the LifeStance Health Foundation, a non-profit organization that focuses on youth mental health, and the mental health of underrepresented minority communities, the underemployed and the uninsured. While the LifeStance Health Foundation was founded by LifeStance and will be operated by a board of directors that the Company expects to include from time to time certain of its officers and employees, including its Chief Executive Officer, the LifeStance Health Foundation was established as an independent legal entity and will not be owned or controlled by LifeStance or its stockholders. Concurrently with the closing of the IPO, the Company endowed the LifeStance Health Foundation through a combination of $1,000 in cash and 500 shares of its common stock, representing aggregate cash and equity value of $10,000.

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 and authorized the issuance of 25,000 shares of its preferred stock, par value $0.01 per share.

Common Units - Pre-IPO

The former chief executive officer (“Former CEO”) had 35,000 redeemable Class A units prior to the completion of the IPO. The Former 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 Former 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 a change to the fair value during the period from January 1 to June 9, 2021 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.

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Long-term Debt Instruments

Long-term debt consists of the following:


	December 31,
	2023			2022
Term loans	$	197,500		$	199,500
Delayed Draw term loans		91,994			34,464
Total long-term debt		289,494			233,964
Less: Current portion of long-term debt		(2,925	)		(2,345	)
Less: Unamortized discount and debt issue costs (1)		(6,284	)		(6,540	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	280,285		$	225,079

(1)

Summary of Interest Expense

Interest expense consists of the following:


	Year Ended December 31,
	2023		2022		2021
Interest expense, net	$	21,220	$	19,928	$	38,911

Summary of Maturities of Long-term Debt

Future principal payments on long-term debt as of December 31, 2023 are as follows:


Year Ended December 31,	Amount
2024	$	2,925
2025		2,925
2026		2,925
2027		2,925
2028		277,794
Total	$	289,494

- Definition

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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