0000950170-23-007018 | 10-K | XBRL Viewer | Lifestance Health Group INC

Consolidated balance sheets location

December 31, 2022

Interest rate swap

Other noncurrent assets

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

NOTE 10 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, 2022 and 2021 (Successor).


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2022	December 31, 2021
Probability-weighted analysis	Probability	50% - 100%	50% - 100%
based earn-outs	Discount rate	8.00%	8.60%

As of December 31, 2022 and 2021 (Successor), 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, 2022 (Successor), the notional value was $188,528. 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 year ended December 31, 2022 (Successor), 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 as of December 31, 2022 (Successor):

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:


	Successor
	December 31, 2022			December 31, 2021
Assets Measured at Fair Value
Interest rate swap asset	$	4,426		$	—
Level 2	$	4,426		$	—
Total assets measured at fair value	$	4,426		$	—

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	17,430		$	16,414
Additions related to acquisitions		11,221			10,685
Payments of contingent consideration		(12,515	)		(12,279	)
Loss on remeasurement		1,688			2,610
Ending balance		17,824			17,430
Level 3	$	17,824		$	17,430
Total liabilities measured at fair value	$	17,824		$	17,430

- 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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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
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	5 to 22.5 years

Prepaid Expenses and Other Current Assets and Other Accrued Expenses

12 Months Ended

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets and Other Accrued Expenses

NOTE 9 PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ACCRUED EXPENSES

Prepaid expenses and other current assets consist of the following:


	Successor
	December 31, 2022		December 31, 2021
Clinician advances	$	4,641	$	4,614
Prepaid fixed fee bonuses		7,456		6,831
Other receivables		640		19,268
Other current assets		10,997		11,700
Total	$	23,734	$	42,413

Other accrued expenses consist of the following:


	Successor
	December 31, 2022		December 31, 2021
Patient credits payable	$	12,085	$	10,457
Accrual for goods received, not invoiced		7,118		5,537
Accrued professional fees		1,973		3,450
Other accrued expense		9,252		7,066
Total	$	30,428	$	26,510

Stock And Unit-Based Compensation - 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

Income Taxes - Schedule of Provision for Income Taxes in Difference Between Statutory and Effective Income Tax Rate (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax provision at U.S. federal statutory rate	$ (5,726)	$ (3,601)	$ (48,873)	$ (69,952)
State income taxes, net of federal benefit	(762)	(862)	(4,183)	(6,507)
Stock and unit-based compensation		305	27,014	49,489
162M limitation			5,685	994
Valuation allowance			1,424
Transaction costs	4,204
Other adjustments	(35)	136	1,767	68
Total income tax benefit	$ (2,319)	$ (4,022)	$ (17,166)	$ (25,908)
Tax provision at U.S. federal statutory rate	21.00%	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	2.80%	5.00%	1.80%	2.00%
Stock and unit-based compensation		(1.80%)	(11.60%)	(14.90%)
Transaction costs	(15.40%)
162M limitation			(2.40%)	(0.30%)
Valuation allowance			(0.60%)
Other adjustments	0.10%	(0.70%)	(0.80%)	(0.00%)
Total	8.50%	23.50%	7.40%	7.80%

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 5 PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:


	Successor
	December 31, 2022			December 31, 2021
Leasehold improvements	$	148,249		$	87,807
Computers and peripherals		26,650			19,170
Internal-use software		7,894			2,868
Furniture, fixtures and equipment		36,437			20,286
Medical equipment		950			1,018
Construction in process		16,892			40,619
Total	$	237,072		$	171,768
Less: Accumulated depreciation		(42,883	)		(19,526	)
Total property and equipment, net	$	194,189		$	152,242

Depreciation expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Depreciation expense	$	28,918	$	15,094	$	4,440	$	1,900

Business Combinations - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Facility	Dec. 31, 2021 Facility
Business Acquisition [Line Items]
Acquisitions of outpatient mental health practices \| Facility	13	24
Maximum
Business Acquisition [Line Items]
Cash consideration	$ 19,950
Contingent consideration	$ 2,650

Income Taxes - Components of Income Tax Provision (Detail) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Current income tax provision, Federal	$ 0	$ 0	$ 0	$ 0
Current income tax provision, State	251	429	433	977
Current income tax provision	251	429	433	977
Deferred income tax provision, Federal	(1,592)	(3,239)	(12,364)	(19,559)
Deferred income tax provision, State	(978)	(1,212)	(4,369)	(7,326)
Deferred income tax provision	(2,570)	(4,451)	(16,733)	(26,885)
Total income tax benefit	$ (2,319)	$ (4,022)	$ (17,166)	$ (25,908)

- Definition

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

+ References + Details

Stock And Unit-Based Compensation - Summary of Restricted Stock Unit (RSU) Activity (Details) - Restricted Stock Unit - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding	6,031	0
Granted	12,195	6,208
Vested	(2,204)	(106)
Canceled and forfeited	(1,819)	(71)
Outstanding	14,203	6,031
Outstanding	$ 17.95	$ 0
Granted	8.43	17.93
Vested	16.86	17.23
Canceled and forfeited	8.39	18.00
Outstanding	$ 10.61	$ 17.95

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 7 GOODWILL AND INTANGIBLE ASSETS

Goodwill

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


	Amount
Balance as of December 31, 2020 (Successor)	$	1,098,659
Business acquisitions (Note 8)		107,999
Measurement period adjustments		(2,114	)
Balance as of December 31, 2021 (Successor)	$	1,204,544
Business acquisitions (Note 8)		68,314
Measurement period adjustments		81
Balance as of December 31, 2022 (Successor)	$	1,272,939

Intangible Assets

Intangible assets consist of the following:


December 31, 2022 (Successor)	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


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

Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Amortization expense	$	40,280	$	39,042	$	23,270	$	1,435

The future amortization of intangible assets as of December 31, 2022 (Successor) is as follows:


Year Ended December 31,	Amount
2023	$	40,528
2024		28,185
2025		16,464
2026		11,725
2027		10,785
Thereafter		155,607
Total	$	263,294

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 53,901
2024	61,035
2025	57,189
2026	49,465
2027	36,077
Thereafter	42,282
Total lease payments	299,949
Less: imputed interest	(48,539)
Total lease liabilities	$ 251,410

TPG Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Business Acquisition [Line Items]

Schedule of Business Combination Consideration Transferred

Total consideration transferred consisted of the following:


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

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


	Successor
	Year Ended December 31,
Allocation of Purchase Price	2022		2021
Cash	$	1,652	$	4,718
Patient accounts receivable		2,652		6,954
Prepaid expenses and other current assets		718		428
Property and equipment		225		887
Other noncurrent assets		80		201
Intangible assets		3,219		6,601
Goodwill		68,314		107,999
Total assets acquired		76,860		127,788
Total liabilities assumed		3,824		10,088
Fair value of net assets	$	73,036	$	117,700

Schedule of Acquired Intangible Assets

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


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

Schedule of Unaudited Pro Forma Revenue and Net Loss

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


	Year Ended December 31, 2020
Revenue	$	377,217
Net loss	$	(26,727	)

T P G Acquisition [Member]

Business Acquisition [Line Items]

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


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

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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 15 INCOME TAXES

Benefit from Income Taxes

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


	Successor									Predecessor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Current:
Federal	$	—		$	—		$	—		$	—
State		(433	)		977			429			251
Total current		(433	)		977			429			251
Deferred:
Federal		(12,364	)		(19,559	)		(3,239	)		(1,592	)
State		(4,369	)		(7,326	)		(1,212	)		(978	)
Total deferred		(16,733	)		(26,885	)		(4,451	)		(2,570	)
Total income tax benefit	$	(17,166	)	$	(25,908	)	$	(4,022	)	$	(2,319	)

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


	Successor
	December 31, 2022			December 31, 2021
Deferred tax assets
Accruals and reserves	$	2,274		$	14,909
Net operating losses		31,292			16,904
Stock and unit-based compensation		8,849			5,567
Interest limitation		8,028			2,567
Charitable contributions		2,617			2,609
Operating lease liability		65,409			—
Gross deferred tax assets		118,469			42,556
Valuation allowance		(1,424	)		—
Net deferred tax assets		117,045			42,556
Deferred tax liabilities
Fixed assets		(35,847	)		(22,785	)
Intangibles		(68,013	)		(74,052	)
Right-of-use assets		(51,886	)		—
Gross deferred tax liabilities		(155,746	)		(96,837	)
Net deferred tax liability	$	(38,701	)	$	(54,281	)

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:


	Successor
	Year Ended December 31, 2022						Year Ended December 31, 2021						April 13 to December 31, 2020
	Amount			%			Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(48,873	)		21.0	%	$	(69,952	)		21.0	%	$	(3,601	)		21.0	%
State income taxes, net of federal benefit		(4,183	)		1.8	%		(6,507	)		2.0	%		(862	)		5.0	%
Stock and unit-based compensation		27,014			(11.6	%)		49,489			(14.9	%)		305			(1.8	%)
IRC Section 162M limitation		5,685			(2.4	%)		994			(0.3	%)		—			—
Valuation allowance		1,424			(0.6	%)		—			—			—			—
Other adjustments		1,767			(0.8	%)		68			(0.0	%)		136			(0.7	%)
Total	$	(17,166	)		7.4	%	$	(25,908	)		7.8	%	$	(4,022	)		23.5	%


	Predecessor
	January 1 to May 14, 2020
	Amount			%
Tax provision at U.S. federal statutory rate	$	(5,726	)		21.0	%
State income taxes, net of federal benefit		(762	)		2.8	%
Transaction costs		4,204			(15.4	%)
Other adjustments		(35	)		0.1	%
Total	$	(2,319	)		8.5	%

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

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

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

$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 2031.

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, 2022 and 2021 (Successor), the Company has not completed a formal Section 382 study on the potential limitation of its tax attributes. However, if an ownership shift had occurred, the Company believes that

existing net operating losses are not permanently limited as of December 31, 2022 and 2021 (Successor). 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, 2022 (Successor), the Company had a valuation allowance of $1,424 against a portion of its charitable contribution carryforward for which realization cannot be considered more likely than not at this time. The Company did not have a valuation allowance as of December 31, 2021 (Successor).

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 2018 to the present. Earlier years may be examined to the extent that loss carryforwards are used in future periods. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company’s consolidated financial statements.

As of December 31, 2022 and 2021 (Successor), the Company had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $0 and $54, respectively.

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	4 Months Ended	9 Months Ended		12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (24,945)	$ (13,125)		$ (215,564)	$ (307,197)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,335	27,710		69,198	54,136
Non-cash operating lease costs	0			38,161	0	$ 0
Stock and unit-based compensation	0	1,452		187,430	259,439
Deferred income taxes	(2,345)	(4,156)		(16,733)	(26,945)
Loss on debt extinguishment	0	3,066		3,380	14,440
Amortization of discount and debt issue costs	215	759		1,949	1,797
Loss (gain) on remeasurement of contingent consideration	(322)	576		1,688	2,610
Loss on disposal of assets	0	0		218	0
Endowment of shares to LifeStance Health Foundation	0	0		0	9,000
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable	(5,122)	(8,183)		(21,663)	(24,213)
Prepaid expenses and other current assets	(4,526)	(1,101)		(3,431)	(29,121)
Accounts payable	(1,638)	2,467		7,667	623
Operating lease liabilities	0	0		(13,169)	0
Accrued payroll expenses	8,753	58		12,100	15,265
Other accrued expenses	40,031	(31,492)		1,558	39,586
Net cash provided by (used in) operating activities	13,436	(21,969)		52,789	9,420
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(12,804)	(25,262)		(79,255)	(94,492)
Acquisition of Predecessor, net of cash acquired	0	(646,694)		0	0
Acquisitions of businesses, net of cash acquired	(12,274)	(164,135)		(60,206)	(99,584)
Net cash used in investing activities	(25,078)	(836,091)		(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		0	548,905
Contributions from Members related to acquisition of Predecessor	0	633,585		0	0
Issuance of common units to new investors	0	21,000		0	1,000
Repurchase of Series A redeemable convertible preferred units	(1,000)	0		0	0
Proceeds from long-term debt, net of discount	74,350	392,064		257,324	98,800
Payments of debt issue costs	(650)	(8,684)		(7,266)	(2,360)
Payments of long-term debt	(18,222)	(156,785)		(187,766)	(311,390)
Prepayment for debt paydown	0	0		(1,609)	(8,820)
Payments of contingent consideration	(19,093)	(4,291)		(12,515)	(12,279)
Taxes related to net share settlement of equity awards	0	0		(904)	0
Net cash provided by financing activities	35,385	876,889		47,264	313,856
NET (DECREASE) INCREASE IN CASH AND CASHEQUIVALENTS	23,743	18,829		(39,408)	129,200
Cash and Cash Equivalents - Beginning of period	3,481	0		148,029	18,829	3,481
CASH AND CASH EQUIVALENTS – END OF PERIOD	27,224	18,829	$ 18,829	108,621	148,029	$ 18,829
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	2,857	14,292		14,365	22,415
Cash paid for taxes, net of refunds	25	221		2,237	1,093
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES
Equipment financed through finance leases	415	109		363	1,438
Contingent consideration incurred in acquisitions of businesses	3,788	10,220		11,221	10,685
Acquisition of property and equipment included in liabilities	2,718	4,465		7,891	15,845
Surrender of common stock	0	0		982	0
Issuance of common units for convertible promissory note conversion	0	511	511	0	0
Issuance of common units for acquisitions of businesses	0	7,590	$ 7,590	0	1,486
Taxes related to net share settlement of equity awards included in liabilities	$ 0	$ 0		$ 0	$ 441

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 4,426	$ 0
Beginning Balance	17,430	16,414
Additions related to acquisitions	11,221	10,685
Payments of contingent consideration	(12,515)	(12,279)
Loss on remeasurement	1,688	2,610
Ending Balance	17,824	17,430
Derivative Liability	$ 17,824	$ 17,430
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Noncurrent	Liabilities, Noncurrent
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 4,426	$ 0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	4,426	0
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 17,824	$ 17,430
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Noncurrent	Liabilities, Noncurrent

Fair Value Measurements - Summary of the Effects of the Company's Derivative Qualifying and Designated as a Hedging Instrument Recognized (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Interest rate swaps - cash flow hedge	$ 0	$ 0	$ 3,274	$ 0
Interest expense	$ 3,020	$ 19,112	$ 19,928	$ 38,911

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 17 NET LOSS PER SHARE

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

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


	Successor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020
Net loss available to common stockholders'/members'	$	(215,564	)	$	(343,947	)	$	(13,125	)
Weighted-average shares used to compute basic and diluted net loss per share		355,278			327,523			302,335
Net loss per share, basic and diluted	$	(0.61	)	$	(1.05	)	$	(0.04	)

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, 2022 and 2021 (Successor) and for the period from April 13, 2020 to December 31, 2020 (Successor) because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 14 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:


	Successor
	Year Ended December 31, 2022
RSAs		16,796
RSUs		14,203
Stock options		13,476
		44,475

TPG Acquisition - Summary of Fair Value of Acquired Intangible Assets (Details) - T P G Acquisition [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 344,300
Trade Names Corporate
Business Acquisition [Line Items]
Intangible assets	$ 235,500
Intangible assets useful life	22 years 6 months
Trade Names Regional
Business Acquisition [Line Items]
Intangible assets	$ 22,900
Intangible assets useful life	5 years
Non Competition Agreements Executives
Business Acquisition [Line Items]
Intangible assets	$ 77,500
Intangible assets useful life	4 years
Non Competition Agreements Providers
Business Acquisition [Line Items]
Intangible assets	$ 8,400
Intangible assets useful life	5 years

Business Combinations - Schedule of Fair Values of Acquired Intangible Assets (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022
Regional Trade Names \| Minimum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years
Regional Trade Names \| Maximum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	22 years 6 months
Non Compete Agreements \| Minimum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	3 years
Non Compete Agreements \| Maximum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	6 years
Outpatient Mental Health Practices \| Regional Trade Names
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years
Outpatient Mental Health Practices \| Non Compete Agreements \| Minimum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	3 years
Outpatient Mental Health Practices \| Non Compete Agreements \| Maximum
Business Acquisition [Line Items]
Finite lived intangible asset, useful life	5 years

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Long-term Debt Instruments

Long-term debt consists of the following:


	Successor
	December 31, 2022			December 31, 2021
Term loans	$	199,500		$	70,665
Delayed Draw loans		34,464			90,565
Total long-term debt		233,964			161,230
Less: Current portion of long-term debt		(2,345	)		(1,323	)
Less: Unamortized discount and debt issue costs (1)		(6,540	)		(2,491	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	225,079		$	157,416

(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.

Summary of Interest Expense

Interest expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Interest expense	$	19,928	$	38,911	$	19,112	$	3,020

Summary of Maturities of Long-term Debt

Future principal payments on long-term debt as of December 31, 2022 (Successor) are as follows:


Year Ended December 31,	Amount
2023	$	2,345
2024		2,345
2025		2,345
2026		2,345
2027		2,345
Thereafter		222,239
Total	$	233,964

- 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.

+ References

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+ Details

Stock and Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020 (Successor)		—		$	—
Converted		30,766			11.98
Vested		(7,265	)		11.98
Unvested, December 31, 2021 (Successor)		23,501		$	11.98
Vested		(6,342	)		11.98
Forfeited		(363	)		11.98
Unvested, December 31, 2022 (Successor)		16,796		$	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, 2022 and 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2020 (Successor)		—		$	—
Granted		6,208			17.93
Vested		(106	)		17.23
Canceled and forfeited		(71	)		18.00
Outstanding, December 31, 2021 (Successor)		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 (Successor)		14,203		$	10.61

Summary of Stock Option Activity

The following is a summary of stock option activity as of and for the year ended December 31, 2022 (Successor):


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2021 (Successor)		—	$	—		—	$	—
Granted		13,476		7.42
Vested		—		—
Canceled and forfeited		—		—
Outstanding, December 31, 2022 (Successor)		13,476	$	7.42		9.70	$	—
Vested or expected to vest at December 31, 2022 (Successor)		13,476	$	7.42		9.70	$	—

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:


	Successor
	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:


	Successor
	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:


	Successor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020
Stock and unit-based compensation expense	$	187,430	$	259,439	$	1,452

Stock And Unit-Based Compensation - Additional Information (Details)	1 Months Ended	12 Months Ended
	Aug. 31, 2021 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 shares	Jan. 01, 2022 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense \| $		$ 165,827
Unrecognized compensation expense, weighted-average period		1 year 10 months 24 days
Grant-date fair value of stock options granted \| $		$ 56,917,000
2021 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, description	January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate.
Common Stock, Capital Shares Reserved for Future Issuance				3,743
Exercise of stock options	6,817
Percentage of Purchase Price	85
2021 Employee Stock Purchase Plan [Member] \| 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 [Member] \| 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	15
2021 Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Company's common stock		47,037
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, 2022, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,713 shares.
Common Stock, Capital Shares Reserved for Future Issuance				18,713

Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			4 Months Ended	9 Months Ended	12 Months Ended
	Jun. 25, 2021	Jun. 14, 2021	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Organisation incorporated date					Jan. 28, 2021
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs			$ 0	$ 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
Life Stance Health Foundation [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares					500,000
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					1,046,196,000
Lifestance
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs		$ 548,905
Payments for underwriting expense		32,472
Deferred offering costs		$ 9,023
Conversion of common units into common stock upon closing of initial public offering, Shares					310,083,000
Common Stock Option Subject To Service Based Vesting
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares					30,766,000
Common Stock
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Conversion of common units into common stock upon closing of initial public offering, Shares						295,663,000
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]
Issuance of common units to new investors - Shares		7,200,000
Shares offering, price per share		$ 18.00
IPO
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Shares offering, price per share					$ 18.00
IPO \| Lifestance
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares		32,800,000
IPO \| Common Stock
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares						32,800,000
Over-Allotment Option
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common units to new investors - Shares	6,000,000

Redeemable Convertible Preferred Units

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Units

NOTE 12 REDEEMABLE CONVERTIBLE PREFERRED UNITS

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

In connection with the TPG Acquisition, the holders of LifeStance Health, LLC’s Preferred Units exchanged 100% of their units for equity interest in LifeStance Holdings and the historic Preferred Unit holders contributed all of their interest in LifeStance Holdings to LifeStance TopCo, in exchange for LifeStance TopCo’s Class A Common Units and Class A-1 Common Units. The Preferred Units

had a reverse stock split and were converted to Common Units of LifeStance TopCo. The Preferred Units are classified as mezzanine equity on the consolidated balance sheets and remeasured to their redemption value at each reporting date. The Series A Preferred Units’ redemption value is equal to its issuance price; as such, no remeasurement adjustment amount was recorded for the period ended May 14, 2020. The Series A-1 Preferred Units’ redemption value is equal to the greater of i) fair value at the redemption date, or ii) the sum of the issuance price plus any accumulated but unpaid dividends. Changes in the carrying amount of the Series A-1 Preferred Units will be charged against retained earnings (or additional paid-in capital in the absence of retained earnings until exhausted, at which point any remainder would increase accumulated deficit). The table below includes the number of authorized units and issued units, as well as the issuance price, liquidation preference and initial carrying amount of the Preferred Units immediately prior to the TPG Acquisition which occurred on May 14, 2020.


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

Dividends

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

In the event that the Board shall declare a distribution payable upon the then outstanding Common Units, the holders of Preferred Units shall be entitled, in addition to any cumulative distributions to which the Preferred Units may be entitled, to receive the amount of distributions per unit of Preferred Units that would be payable on the number of whole units of the Common Units into which each Preferred Unit held by each holder could be converted.

Redemption

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

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

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

Conversion

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

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

As discussed above, pursuant to the TPG Acquisition (see Note 3), the historic holders of Series A and Series A-1 Preferred Units exchanged all the units for equity interest in LifeStance Holdings, and subsequently exchanged equity interest for the successor’s Class A Units and Class A-1 Units. See Note 13 for more details on the exchange.

Liquidation Preference

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

Voting Rights

Each Series A-1 Preferred Unit shall be entitled to cast one (1) vote for each Class A Common Unit into which such Series A-1 Preferred Unit is then convertible (on an aggregate basis for each Holder of Series A-1 Preferred Units) on any matter requiring approval of such Units. Class B Common Units, Class C Common Units and Series A Preferred Units have no voting rights.

Total Revenues

12 Months Ended

Dec. 31, 2022

Revenues [Abstract]

TOTAL REVENUES

NOTE 4 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 health care industry. The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the payor mix with third-party payors which have different reimbursement rates.

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


	Successor															Predecessor
	Year Ended December 31, 2022					Year Ended December 31, 2021					April 13 to December 31, 2020					January 1 to May 14, 2020
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	776,343		91	%	$	601,850		90	%	$	236,649		89	%	$	98,146		88	%
Government		37,058		4	%		29,436		5	%		12,662		5	%		5,411		5	%
Self-pay		36,382		4	%		28,915		4	%		11,099		4	%		4,821		4	%
Total patient service revenue		849,783		99	%		660,201		99	%		260,410		98	%		108,378		97	%
Nonpatient service revenue		9,759		1	%		7,310		1	%		5,146		2	%		3,283		3	%
Total	$	859,542		100	%	$	667,511		100	%	$	265,556		100	%	$	111,661		100	%

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


	Successor									Predecessor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Top one payor		19	%		19	%		22	%		23	%
Top two payor		14	%		14	%		19	%		19	%
Top three payor		—			—			13	%		11	%

- 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.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Net Loss Per Share - Computation of Diluted Net Loss Per Share (Details)	12 Months Ended
	Dec. 31, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	44,475
Restricted Stock Awards (RSAs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	16,796
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	14,203
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted net loss per share	13,476

Long-Term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 11 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.

As part of the 2022 Credit Agreement restructuring, TPG provided arrangement and structuring services. The Company incurred related party fees of $4,375 during the year ended December 31, 2022 (Successor) 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, 2022 and 2021 (Successor).

Long-term debt consists of the following:


	Successor
	December 31, 2022			December 31, 2021
Term loans	$	199,500		$	70,665
Delayed Draw loans		34,464			90,565
Total long-term debt		233,964			161,230
Less: Current portion of long-term debt		(2,345	)		(1,323	)
Less: Unamortized discount and debt issue costs (1)		(6,540	)		(2,491	)
Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs	$	225,079		$	157,416

(1)

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

Interest expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Interest expense	$	19,928	$	38,911	$	19,112	$	3,020

Future principal payments on long-term debt as of December 31, 2022 (Successor) are as follows:


Year Ended December 31,	Amount
2023	$	2,345
2024		2,345
2025		2,345
2026		2,345
2027		2,345
Thereafter		222,239
Total	$	233,964

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, 2022 and 2021 (Successor) was $235,049 and $186,497, 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.

There are no amounts outstanding on the revolving loan as of December 31, 2022 and 2021 (Successor).

Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Accruals and reserves	$ 2,274	$ 14,909
Net operating losses	31,292	16,904
Stock and unit-based compensation	8,849	5,567
Interest limitation	8,028	2,567
Charitable contributions	2,617	2,609
Operating lease liability	65,409	0
Gross deferred tax assets	118,469	42,556
Valuation allowance	(1,424)	0
Net deferred tax assets	117,045	42,556
Deferred tax liabilities
Fixed assets	(35,847)	(22,785)
Intangibles	(68,013)	(74,052)
Right-of-use assets	(51,886)	0
Gross deferred tax liabilities	(155,746)	(96,837)
Net deferred tax liability	$ 38,701	$ 54,281

Goodwill and Intangible Assets - Summary of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Beginning balance	$ 1,204,544	$ 1,098,659
Business acquisitions	68,314	107,999
Measurement period adjustments	81	(2,114)
Ending balance	1,272,939	$ 1,204,544
T P G Acquisition [Member]
Goodwill [Line Items]
Measurement period adjustments	2,977
Ending balance	$ 926,658

- 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

Total Revenues (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Abstract]

Schedule of revenue from patients and third - party payors

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


	Successor															Predecessor
	Year Ended December 31, 2022					Year Ended December 31, 2021					April 13 to December 31, 2020					January 1 to May 14, 2020
	Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue			Amount		% of Total Revenue
Commercial	$	776,343		91	%	$	601,850		90	%	$	236,649		89	%	$	98,146		88	%
Government		37,058		4	%		29,436		5	%		12,662		5	%		5,411		5	%
Self-pay		36,382		4	%		28,915		4	%		11,099		4	%		4,821		4	%
Total patient service revenue		849,783		99	%		660,201		99	%		260,410		98	%		108,378		97	%
Nonpatient service revenue		9,759		1	%		7,310		1	%		5,146		2	%		3,283		3	%
Total	$	859,542		100	%	$	667,511		100	%	$	265,556		100	%	$	111,661		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:


	Successor									Predecessor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Top one payor		19	%		19	%		22	%		23	%
Top two payor		14	%		14	%		19	%		19	%
Top three payor		—			—			13	%		11	%

Long-Term Debt - Summary of Future Principal Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 2,345
2024	2,345
2025	2,345
2026	2,345
2027	2,345
Thereafter	222,239
Total	$ 233,964	$ 161,230

- Definition

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

+ References + Details

Stockholders' /Members' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jun. 14, 2021	Jun. 09, 2021	Dec. 31, 2021	Dec. 31, 2022	May 14, 2020
Subsidiary Sale Of Stock [Line Items]
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
Redeemable Class A Unit
Subsidiary Sale Of Stock [Line Items]
Common Unit, Redeemable					35,000,000
Redeemable Class A Unit \| Chief Executive Officer
Subsidiary Sale Of Stock [Line Items]
Shares, Issued				35,000,000
Common Stock [Member]
Subsidiary Sale Of Stock [Line Items]
Conversion of Stock		10,234,000
Class A-1 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Common Unit, Outstanding					345,978,000
Class A-2 Common Units [Member]
Subsidiary Sale Of Stock [Line Items]
Common Unit, Outstanding					35,845,000
IPO
Subsidiary Sale Of Stock [Line Items]
Shares offering, price per share				$ 18.00
Preferred Stock, Shares Authorized				25,000,000
Preferred Stock, par value				$ 0.01
Preferred Stock, Shares Outstanding			0	0
IPO \| LifeStance [Member]
Subsidiary Sale Of Stock [Line Items]
Issuance of common , Shares	32,800,000
IPO \| Common Stock [Member]
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

Redeemable Convertible Preferred Units - Redeemable Convertible Preferred Units (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Series A1 Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Issued Units \| shares	109,838
Liquidation Preference	$ 133,546
Initial Carrying Amount	$ 109,838
Series A1 Preferred Stock \| 2017
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2017
Authorized Units \| shares	110,898
Issued Units \| shares	87,000
Issuance Price per Unit \| $ / shares	$ 1.00
Liquidation Preference	$ 106,978
Initial Carrying Amount	$ 87,000
Series A1 Preferred Stock \| 2018
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2018
Authorized Units \| shares	110,898
Issued Units \| shares	22,838
Issuance Price per Unit \| $ / shares	$ 1.00
Liquidation Preference	$ 26,568
Initial Carrying Amount	$ 22,838
Series A Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Issued Units \| shares	16,126
Liquidation Preference	$ 23,316
Initial Carrying Amount	$ 19,761
Series A Preferred Stock \| 2017
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2017
Authorized Units \| shares	23,600
Issued Units \| shares	11,741
Issuance Price per Unit \| $ / shares	$ 1.00
Liquidation Preference	$ 14,504
Initial Carrying Amount	$ 11,741
Series A Preferred Stock \| 2018
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2018
Authorized Units \| shares	23,600
Issued Units \| shares	1,500
Issuance Price per Unit \| $ / shares	$ 1.50
Liquidation Preference	$ 2,536
Initial Carrying Amount	$ 2,250
Series A Preferred Stock \| 2019
Redeemable Noncontrolling Interest [Line Items]
Year of Issuance	2019
Authorized Units \| shares	23,600
Issued Units \| shares	2,885
Issuance Price per Unit \| $ / shares	$ 2.00
Liquidation Preference	$ 6,276
Initial Carrying Amount	$ 5,770

Redeemable Convertible Preferred Units (Tables)

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Summary of Preferred Units Prior to the TPG Acquisition

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


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

Fair Value Measurements - Summary of the Significant Assumptions Used for the Fair Value Measurement of the Contingent Consideration Liability (Details)	Dec. 31, 2022	Dec. 31, 2021
Minimum \| Probability Weighted Analysis
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.50	0.50
Minimum \| 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	0.0800	0.0860
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

Fair Value Measurements - Schedule of Gain on the Hedged Item (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest Expense	$ 3,020	$ 19,112	$ 19,928	$ 38,911

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Components of Lease Expense

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


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

Summary of Supplemental Cash Flow Information Related to Operating Leases

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


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

Summary of Future Minimum Lease Payments

The future minimum lease payments under noncancellable operating leases as of December 31, 2022 (Successor) are as follows:


Year Ended December 31,	Amount
2023	$	53,901
2024		61,035
2025		57,189
2026		49,465
2027		36,077
Thereafter		42,282
Total lease payments	$	299,949
Less: imputed interest		(48,539	)
Total lease liabilities	$	251,410

Schedule of Total Rent Expense

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


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Related-party rent expense	$	2,763	$	659	$	388
Third-party rent expense		32,630		11,378		4,210
Total lease cost	$	35,393	$	12,037	$	4,598

Summary of Future Minimum Lease Payments Under ASC 840

Under ASC 840, the future minimum lease payments under noncancellable operating leases as of December 31, 2021 (Successor) were as follows:


Year Ended December 31,	Amount
2022	$	49,169
2023		48,545
2024		44,645
2025		41,064
2026		34,327
Thereafter		45,545
Total	$	263,295

Long Term Debt - Additional Information (Details) - USD ($)			12 Months Ended
	May 04, 2022	May 14, 2020	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt fair value			$ 235,049,000	$ 186,497,000
Long term debt fair value			233,964,000	161,230,000
Long-term debt, maturities, repayment terms		May 14, 2026
Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.50%
Delayed Drawn Loans
Debt Instrument [Line Items]
Long term debt fair value			34,464,000	90,565,000
Term Loans
Debt Instrument [Line Items]
Long term debt fair value	$ 200,000,000		199,500,000	70,665,000
May 2020 Credit Agreement [Member]
Debt Instrument [Line Items]
Unamortized debt issuance expense			1,771
Extinguishment of debt, amount			3,380
Prepayment charge			1,609
Related party fees			4,375,000
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			20,000
Revolving loan outstanding amount			$ 0	$ 0
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Fed Funds Effective Rate Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			0.50%
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			2.25%
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Minimum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.00%
May 2020 Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Maximum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.25%
2022 Credit Agreement [Member]
Debt Instrument [Line Items]
Term loan facility	$ 200,000
Debt instrument, basis spread on variable rate	1.00%
2022 Credit Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Long-term debt, maturities, repayment terms	May 16, 2027
2022 Credit Agreement [Member] \| Fed Funds Effective Rate Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
2022 Credit Agreement [Member] \| Minimum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
2022 Credit Agreement [Member] \| Maximum
Debt Instrument [Line Items]
Revolving loan outstanding amount	$ 50,000
2022 Credit Agreement [Member] \| Maximum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.50%
2022 Credit Agreement [Member] \| Delayed Drawn Loans \| Maximum
Debt Instrument [Line Items]
Aggregate loan commitment amount	$ 100,000
2022 Credit Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000
Interest payment maturity date			May 16, 2027
Unused revolving loan commitment fee percentage			0.0050

Leases - Summary of Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease costs	$ 54,217
Variable lease costs	0
Short-term lease costs	$ 0

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

NOTE 6 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 Company incurred $54,217 in operating lease costs related to its operating leases in its consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 (Successor). Variable lease costs and short-term lease costs were not material.

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 (Successor). The Company has $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 (Successor).

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


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

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


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

The future minimum lease payments under noncancellable operating leases as of December 31, 2022 (Successor) are as follows:


Year Ended December 31,	Amount
2023	$	53,901
2024		61,035
2025		57,189
2026		49,465
2027		36,077
Thereafter		42,282
Total lease payments	$	299,949
Less: imputed interest		(48,539	)
Total lease liabilities	$	251,410

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:


	Successor				Predecessor
	Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Related-party rent expense	$	2,763	$	659	$	388
Third-party rent expense		32,630		11,378		4,210
Total lease cost	$	35,393	$	12,037	$	4,598

Under ASC 840, the future minimum lease payments under noncancellable operating leases as of December 31, 2021 (Successor) were as follows:


Year Ended December 31,	Amount
2022	$	49,169
2023		48,545
2024		44,645
2025		41,064
2026		34,327
Thereafter		45,545
Total	$	263,295

Nature of the Business

12 Months Ended

Dec. 31, 2022

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. 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. LifeStance Health Group and LifeStance TopCo are collectively referred to herein as the “Company”, "LifeStance" or "LifeStance Health".

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.

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 Inc. ("TPG"), affiliates of Silversmith Capital Partners ("Silversmith"), and affiliates of Summit Partners ("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 (the "Organizational Transactions"). 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 (the "Class B Common Units", "Profits Interests Units" or "Profits Interests") were contributed in exchange for 310,083 shares of common stock of LifeStance Health Group plus 30,766 shares of common stock issued as restricted stock ("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 on the Company’s consolidated balance sheets.

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.

Following the effective date of the IPO, LifeStance Health Group consolidates the financial results of LifeStance TopCo, its wholly-owned subsidiaries and variable interest entities ("VIEs") and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Prior to the IPO restructuring transactions, LifeStance Health Group had no operations

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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):


	Successor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020
Net loss available to common stockholders'/members'	$	(215,564	)	$	(343,947	)	$	(13,125	)
Weighted-average shares used to compute basic and diluted net loss per share		355,278			327,523			302,335
Net loss per share, basic and diluted	$	(0.61	)	$	(1.05	)	$	(0.04	)

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:


	Successor
	Year Ended December 31, 2022
RSAs		16,796
RSUs		14,203
Stock options		13,476
		44,475

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	375,964,000	374,255,000
Common Stock, Shares, Outstanding	375,964,000	374,255,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

NOTE 16 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, 2022 and 2021 (Successor).

Health Care Industry

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

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

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

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. 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, in part, 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 patient visits and clinician retention. The lawsuit also asserts that the LifeStance Defendants violated Section 15 of the Securities Act because they are control persons of the Company. The lawsuit seeks unspecified monetary damages and purports to represent all shareholders who purchased the Company’s common stock pursuant to the IPO registration statement. 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, 2022 (Successor).

Summary of Significant Accounting Policies - Schedule of Intangible Assets with Definite Lives (Details)	12 Months Ended
	Dec. 31, 2022
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	5 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

TPG Acquisition

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

TPG Acquisition

NOTE 3 TPG ACQUISITION

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

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

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

Total consideration transferred consisted of the following:


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

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

Fair Values of Assets Acquired and Liabilities Assumed

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


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

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

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

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

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

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


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

Goodwill

Goodwill represented the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. There is no tax-deductible goodwill from the TPG Acquisition.

Pro Forma

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


	Year Ended December 31, 2020
Revenue	$	377,217
Net loss	$	(26,727	)

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

Management Fees

In addition, management fees to TPG and certain executives of the Company were identified as related party transactions. For the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), the Company incurred related party management fees of $1,445, $142 and $14, respectively. As a result of the Company's IPO, the Company incurred a termination fee of $1,213 under its management services agreement in the second quarter of 2021, and no management fees were recognized in the remainder of 2021.

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total	$ 237,072	$ 171,768
Less: Accumulated depreciation	(42,883)	(19,526)
Total property and equipment, net	194,189	152,242
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Total	148,249	87,807
Computers and Peripherals [Member]
Property Plant And Equipment [Line Items]
Total	26,650	19,170
Internal-use software [Member]
Property Plant And Equipment [Line Items]
Total	7,894	2,868
Furniture, Fixtures and Equipment [Member]
Property Plant And Equipment [Line Items]
Total	36,437	20,286
Medical Equipment [Member]
Property Plant And Equipment [Line Items]
Total	950	1,018
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Total	$ 16,892	$ 40,619

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
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	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
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 6000
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 2023 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, 2022.
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Seattle, WashingtonMarch 9, 2023We have served as the Company's auditor since 2020.
Entity Public Float			$ 405,078,137
Entity Common Stock, Shares Outstanding		376,370,068

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

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	T P G Acquisition [Member]	IPO [Member]	Class A Redeemable Units [Member]	Class A Redeemable Units [Member] T P G Acquisition [Member]	Class A-1 Common Units [Member]	Class A-1 Common Units [Member] T P G Acquisition [Member]	Class A-2 Common Units [Member]	Class A-2 Common Units [Member] T P G Acquisition [Member]	Class B Common Units [Member]	Series A Redeemable Convertible Preferred Units [Member]	Series A1 Redeemable Convertible Preferred Units [Member]	Class A Common Units [Member]	Class C Common Units [Member]	Common Stock [Member]	Common Stock [Member] IPO [Member]	Common Stock [Member] Class A-1 Common Units [Member]	Common Stock [Member] Class A-2 Common Units [Member]	Common Stock [Member] Class B Common Units [Member]	Common Stock [Member] Class A Common Units [Member]	Common Stock [Member] Class C Common Units [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] IPO [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2019	$ (166,355)																			$ 3	$ 0	$ 0			$ (166,358)
Temporary Equity, Shares Outstanding at Dec. 31, 2019											16,459,000	109,838,000
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2019											$ 20,261	$ 282,652
Shares, Outstanding at Dec. 31, 2019													25,252,000	4,980,000
Net loss	(24,945)																								(24,945)
Issuance of common units for acquisitions of businesses	0
Repurchases of Series A redeemable convertible preferred units	(500)										$ (500)														(500)
Repurchases of Series A redeemable convertible preferred units, shares											(333,000)
Accretion of Redeemable Class A units	(272,582)											$ (272,582)													(272,582)
Issuance of common units for convertible promissory note conversion	0
Surrender of common stock	0
Balance at May. 14, 2020	(464,382)																			$ 3	$ 0	0			(464,385)
Temporary Equity, Shares Outstanding at May. 14, 2020											16,126,000	109,838,000
Temporary Equity, Carrying Amount, Attributable to Parent at May. 14, 2020											$ 19,761	$ 555,234
Shares, Outstanding at May. 14, 2020													25,252,000	4,980,000
Balance at Apr. 13, 2020	0																$ 0	$ 0	$ 0			0			0
Temporary Equity, Shares Outstanding at Apr. 13, 2020				0
Temporary Equity, Carrying Amount, Attributable to Parent at Apr. 13, 2020				$ 0
Shares, Outstanding at Apr. 13, 2020						0		0		0
Net loss	(13,125)																								(13,125)
Stock-based compensation expense	1,452																					1,452
Issuance of common units for acquisitions of businesses	7,590	$ 346,823			$ 35,000		$ 310,978	$ 7,590	$ 35,845
Issuance of common units for acquisitions of businesses, shares					35,000,000		310,978,000	7,590,000	35,845,000
Issuance of common units	21,000	$ 633,585				$ 15,000	$ 633,585	$ 6,000
Issuance of common , Shares						15,000,000	633,585,000	6,000,000
Issuance of common units for convertible promissory note conversion	511							$ 511
Issuance of common units for convertible promissory note conversion, Shares								511,000
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
Issuance of common units for convertible promissory note conversion	0
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
Surrender of common stock	0
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)
Issuance of common stock upon vesting of restricted stock units, Shares															2,204
Forfeitures, shares															(363)
Forfeitures, value	(1,360)														$ (3)							(1,357)
Surrender of common stock, shares															(132)
Surrender of common stock	(982)														$ (1)							(981)
Other comprehensive income	3,274																							3,274
Stock-based compensation expense	188,790																					188,790
Issuance of common units for acquisitions of businesses	0
Issuance of common units for convertible promissory note conversion	0
Surrender of common stock	(982)
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

TPG Acquisition - Summary of Recognized Asset acquired and Liability Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 14, 2020
Business Acquisition [Line Items]
Goodwill	$ 1,272,939	$ 1,204,544	$ 1,098,659	$ 926,658
Current portion of contingent consideration	15,876	$ 14,123
T P G Acquisition [Member]
Business Acquisition [Line Items]
Cash	27,224
Patient accounts receivable	25,152
Property and equipment	34,813
Prepaid expenses and other current assets	9,590
Other noncurrent assets	1,766
Intangible assets	344,300
Goodwill	926,658
Total assets acquired	1,369,503
Accounts payable	3,456
Accrued payroll expenses	25,739
Other accrued expenses	48,655
Current portion of contingent consideration	5,861
Other current liabilities	1,848
Long-term debt, net	135,006
Other noncurrent liabilities	9,617
Current portion of contingent consideration	4,048
Deferred tax liability, net	82,509
Total liabilities assumed	316,739
Fair value of net assets	$ 1,052,764

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (Successor).

Total Revenue

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

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

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

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

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

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and for those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Adjustments arising from a change in the estimate of the transaction price were not material for all periods presented. Subsequent changes that are determined to be the result of an adverse change in the patient’s or third-party payor’s ability to pay are recorded as bad debt expense.

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

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. 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 and provision for bad debts. Management determines the allowance for credit losses by identifying troubled accounts, by using historical experience applied to an aging of accounts, and by considering a patient’s financial history, credit history, and current economic conditions. Patient accounts receivable are written off as bad debt expense when deemed uncollectible. Recoveries of receivables previously written off are recorded as bad debt recoveries.

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

Property and Equipment, 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
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 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 sheet 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 no impairment of long-lived assets for all periods presented.

Intangible Assets


Non-competition agreements	3 to 6 years
Trade names	5 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 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 several state jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when book/tax differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date.

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

The Company 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, 2022 and 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor) were $8,632, $11,696, $1,942, and $663, 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 $3,720, $7,417, $3,825 and $215 for the years ended December 31, 2022 and 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), 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 $15,746, $11,375, $4,231, and $1,819 for the years ended December 31, 2022 and 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), 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 16).

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, 2022 and 2021 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2022 and 2021 (Successor). These payors comprise 16% and 16%, of the patient accounts receivable balance, respectively, as of December 31, 2022 (Successor), and 17% and 19%, respectively, as of December 31, 2021 (Successor).

Emerging Growth Company Status

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

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and also issued subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2020-02, and ASU 2020-05 (collectively, “ASC 842”). ASC 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements.

The Company adopted Accounting Standards Codification, Topic 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”). There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. In addition, the Company elected to adopt certain practical expedients permitted under the transition guidance within the new standard. The Company elected the package of practical expedients which applied to leases that commenced prior to the adoption date of the new standard and permitted a reporting entity not to reassess: (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company has elected not to use hindsight for leases existing at adoption date.

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.

In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted the new guidance on January 1, 2022, noting it did not have a material effect on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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

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

Business Combinations - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contingent Consideration [Member]
Business Acquisition [Line Items]
Maximum contingent consideration based on acquisition agreements	$ 15,325	$ 13,007

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss available to common stockholders'/members'	$ (298,189)	$ (13,125)	$ (215,564)	$ (343,947)
Weighted-average shares used to compute basic and diluted net loss per share		302,335	355,278	327,523
Net loss per share, basic		$ (0.04)	$ (0.61)	$ (1.05)
Net loss per share, diluted		$ (0.04)	$ (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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Leases - Summary of Future Minimum Lease Payments Under ASC 840 (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 49,169
2023	48,545
2024	44,645
2025	41,064
2026	34,327
Thereafter	45,545
Total	$ 263,295

Stock And Unit-Based Compensation - Summary of Class B Profits Interests General and Administrative Expenses (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Class B Profits Interests Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock and unit-based compensation expense	$ 1,452	$ 187,430	$ 259,439

Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense	$ 3,020	$ 19,112	$ 19,928	$ 38,911

Goodwill and Intangible Assets - Summary of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,435	$ 23,270	$ 40,280	$ 39,042

Leases - Schedule Of Total Rent Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2021
Operating Leased Assets [Line Items]
Total lease cost	$ 4,598	$ 12,037	$ 35,393
Related Party
Operating Leased Assets [Line Items]
Total lease cost	388	659	2,763
Third Party
Operating Leased Assets [Line Items]
Total lease cost	$ 4,210	$ 11,378	$ 32,630

TPG Acquisition - Schedule of Business Combination Consideration Transferred (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Cash consideration	$ 670,941
Contingent consideration, at initial fair value	381,823
T P G Acquisition [Member]
Business Acquisition [Line Items]
Cash consideration	670,941
Total consideration transferred	1,052,764
T P G Acquisition [Member] \| Class A-1 Units
Business Acquisition [Line Items]
Contingent consideration, at initial fair value	345,978
T P G Acquisition [Member] \| Class A-2 Common Units [Member]
Business Acquisition [Line Items]
Contingent consideration, at initial fair value	$ 35,845

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Components of Income Tax Benefit

Benefit from Income Taxes

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


	Successor									Predecessor
	Year Ended December 31, 2022			Year Ended December 31, 2021			April 13 to December 31, 2020			January 1 to May 14, 2020
Current:
Federal	$	—		$	—		$	—		$	—
State		(433	)		977			429			251
Total current		(433	)		977			429			251
Deferred:
Federal		(12,364	)		(19,559	)		(3,239	)		(1,592	)
State		(4,369	)		(7,326	)		(1,212	)		(978	)
Total deferred		(16,733	)		(26,885	)		(4,451	)		(2,570	)
Total income tax benefit	$	(17,166	)	$	(25,908	)	$	(4,022	)	$	(2,319	)

Components of Net Deferred Tax Assets and Liabilities

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


	Successor
	December 31, 2022			December 31, 2021
Deferred tax assets
Accruals and reserves	$	2,274		$	14,909
Net operating losses		31,292			16,904
Stock and unit-based compensation		8,849			5,567
Interest limitation		8,028			2,567
Charitable contributions		2,617			2,609
Operating lease liability		65,409			—
Gross deferred tax assets		118,469			42,556
Valuation allowance		(1,424	)		—
Net deferred tax assets		117,045			42,556
Deferred tax liabilities
Fixed assets		(35,847	)		(22,785	)
Intangibles		(68,013	)		(74,052	)
Right-of-use assets		(51,886	)		—
Gross deferred tax liabilities		(155,746	)		(96,837	)
Net deferred tax liability	$	(38,701	)	$	(54,281	)

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:


	Successor
	Year Ended December 31, 2022						Year Ended December 31, 2021						April 13 to December 31, 2020
	Amount			%			Amount			%			Amount			%
Tax provision at U.S. federal statutory rate	$	(48,873	)		21.0	%	$	(69,952	)		21.0	%	$	(3,601	)		21.0	%
State income taxes, net of federal benefit		(4,183	)		1.8	%		(6,507	)		2.0	%		(862	)		5.0	%
Stock and unit-based compensation		27,014			(11.6	%)		49,489			(14.9	%)		305			(1.8	%)
IRC Section 162M limitation		5,685			(2.4	%)		994			(0.3	%)		—			—
Valuation allowance		1,424			(0.6	%)		—			—			—			—
Other adjustments		1,767			(0.8	%)		68			(0.0	%)		136			(0.7	%)
Total	$	(17,166	)		7.4	%	$	(25,908	)		7.8	%	$	(4,022	)		23.5	%


	Predecessor
	January 1 to May 14, 2020
	Amount			%
Tax provision at U.S. federal statutory rate	$	(5,726	)		21.0	%
State income taxes, net of federal benefit		(762	)		2.8	%
Transaction costs		4,204			(15.4	%)
Other adjustments		(35	)		0.1	%
Total	$	(2,319	)		8.5	%

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

BUSINESS COMBINATIONS

NOTE 8 BUSINESS COMBINATIONS

During the years ended December 31, 2022 and 2021 (Successor), the Company completed the acquisitions of 13 and 24, outpatient mental health practices, respectively. The Company accounted for the acquisitions as business combinations using the acquisition method of accounting. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

Total consideration transferred for these acquisitions consisted of the following:


	Successor
	Year Ended December 31,
	2022		2021
Cash consideration	$	61,564	$	105,203
Cash consideration to be paid		251		326
Contingent consideration, at initial fair value		11,221		10,685
Class A-2 common units		—		1,486
Total consideration transferred	$	73,036	$	117,700

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

Fair Values of Assets Acquired and Liabilities Assumed

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


	Successor
	Year Ended December 31,
Allocation of Purchase Price	2022		2021
Cash	$	1,652	$	4,718
Patient accounts receivable		2,652		6,954
Prepaid expenses and other current assets		718		428
Property and equipment		225		887
Other noncurrent assets		80		201
Intangible assets		3,219		6,601
Goodwill		68,314		107,999
Total assets acquired		76,860		127,788
Total liabilities assumed		3,824		10,088
Fair value of net assets	$	73,036	$	117,700

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:


	Successor
	Year Ended December 31,
	2022		2021
Regional trade names (1)	$	1,842	$	3,940
Non-competition agreements (2)		1,377		2,661
Total	$	3,219	$	6,601

(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 10).

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


	Successor
	Year Ended December 31,
Contingent consideration	2022		2021
Maximum contingent consideration based on acquisition agreements	$	15,325	$	13,007

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.

Acquisitions Subsequent to December 31, 2022

Subsequent to December 31, 2022, the Company completed acquisitions of several mental health practices. The allocation of purchase price, including any fair value of contingent consideration, to the assets acquired and liabilities assumed as of the acquisition dates have not been completed.

For the acquisitions completed subsequent to December 31, 2022, total contractual consideration included cash consideration of $19,950, funded through credit facility financing, and contingent consideration with a maximum value of $2,650.

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 365,886	$ 362,667
Accumulated Amortization	(102,592)	(62,312)
Total	263,294	300,355
Regional Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	36,259	34,417
Accumulated Amortization	(16,688)	(9,633)
Total	$ 19,571	$ 24,784
Intangible assets useful life	5 years	5 years
Life Stance Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 235,500	$ 235,500
Accumulated Amortization	(27,557)	(17,090)
Total	$ 207,943	$ 218,410
Intangible assets useful life	22 years 6 months	22 years 6 months
Non Competition Agreements [Member]
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 94,127	$ 92,750
Accumulated Amortization	(58,347)	(35,589)
Total	$ 35,780	$ 57,161
Intangible assets useful life	4 years 2 months 12 days	4 years 2 months 12 days

Redeemable Convertible Preferred Units - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Series A1 Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Percentage of dividends annual rate	8.00%
Percentage of liquidation preference of preferred stock	8.00%
Series A1 Preferred Stock \| IPO
Redeemable Noncontrolling Interest [Line Items]
Percentage of purchase price	350.00%
T P G Acquisition [Member]
Redeemable Noncontrolling Interest [Line Items]
Business acquisition, equity percentage interests acquired	100.00%
T P G Acquisition [Member] \| Series A1 Preferred Stock \| IPO
Redeemable Noncontrolling Interest [Line Items]
Proceeds to the company underwriting discounts or commissions and offering expenses	$ 50,000

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 1,424	$ 0
Accrued interest and penalties, net of federal income tax benefit, related to tax contingencies	0	54
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	44,350	21,260
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	139,346	$ 75,981
Operating loss carryforwards to expire	$ 11,199

Prepaid Expenses and Other Current Assets and Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities and Other Liabilities [Abstract]
Patient credit payable	$ 12,085	$ 10,457
Accrual for goods received, not invoiced	7,118	5,537
Accrued professional fees	1,973	3,450
Other accrued expense	9,252	7,066
Total	$ 30,428	$ 26,510

Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) Activity (Details) - Restricted Stock Award - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding	23,501	0
Converted		30,766
Vested	(6,342)	(7,265)
Forfeited	363
Outstanding	16,796	23,501
Outstanding	$ 11.98	$ 0
Converted		11.98
Vested	11.98	11.98
Forfeited	11.98
Outstanding	$ 11.98	$ 11.98

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consist of the following:


	Successor
	December 31, 2022			December 31, 2021
Leasehold improvements	$	148,249		$	87,807
Computers and peripherals		26,650			19,170
Internal-use software		7,894			2,868
Furniture, fixtures and equipment		36,437			20,286
Medical equipment		950			1,018
Construction in process		16,892			40,619
Total	$	237,072		$	171,768
Less: Accumulated depreciation		(42,883	)		(19,526	)
Total property and equipment, net	$	194,189		$	152,242

Schedule of Depreciation Expense

Depreciation expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Depreciation expense	$	28,918	$	15,094	$	4,440	$	1,900

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	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	$ 0
Advertising expense	663,000	1,942,000	8,632,000	11,696,000
Amortization of discount and debt issue costs	$ 215,000	$ 759,000	$ 1,949,000	$ 1,797,000
Tax benefit percentage	8.50%	23.50%	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, 2022 and 2021 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2022 and 2021 (Successor). These payors comprise 16% and 16%, of the patient accounts receivable balance, respectively, as of December 31, 2022 (Successor), and 17% and 19%, respectively, as of December 31, 2021 (Successor).
Retirement benefits, description			The Company 401(k) Plan provides for a 401(k) matching program under which the Company will match 100% of the employees’ contribution up to 3% of the employees’ compensation, plus 50% of salary deferrals between 3% and 5% of employees’ compensation. The matching contribution is subject to certain eligibility and vesting conditions.
Retirement expense	$ 1,819,000	$ 4,231,000	$ 15,746,000	$ 11,375,000
Expiration Period			10 years
Operating lease liabilities, current			$ 38,824,000	0
Operating lease liabilities, noncurrent			212,586,000	0
Right-of-use assets			$ 199,431,000	0
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	$ 215,000	$ 3,825,000	$ 3,720,000	$ 7,417,000
Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives			5 years
Tax benefit percentage			50.00%
Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives			10 years
Accounts Receivable \| Customer Concentration Risk \| Minimum
Property Plant And Equipment [Line Items]
Concentration risk, percentage			16.00%	17.00%
Accounts Receivable \| Customer Concentration Risk \| Maximum
Property Plant And Equipment [Line Items]
Concentration risk, percentage			16.00%	19.00%

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 199,431	$ 0
Operating lease liabilities, current	38,824	0
Operating lease liabilities, noncurrent	212,586	$ 0
Operating lease costs	54,217
Variable lease costs	0
Short-term lease costs	0
Related Party
Lessee, Lease, Description [Line Items]
Related party lease expense	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

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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

medical supplies, insurance and other operating expenses. Center costs, excluding depreciation and amortization excludes stock and unit-based compensation.

Cash and Cash Equivalents

Patient Accounts Receivable

Property and Equipment, net


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

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Stock And Unit-Based Compensation - Summary of Stock Option Activity (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares options outstanding, Beginning Balance \| shares	0
Number of options, granted \| shares	13,476
Number of options, Vested \| shares	0
Number of options, Canceled and forfeited \| shares	0
Number of shares options outstanding, Ending Balance \| shares	13,476
Number of shares options, vested or expected to vest \| shares	13,476
Weighted average exercise price outstanding, Beginning Balance \| $ / shares	$ 0
Weighted average exercise price, granted \| $ / shares	7.42
Weighted average exercise price, Vested \| $ / shares	0
Weighted average exercise price, Canceled and forfeited \| $ / shares	0
Weighted average exercise price outstanding, Ending Balance \| $ / shares	7.42
Weighted average exercise price, vested or expected to vest \| $ / shares	$ 7.42
Weighted average remaining term in years, Outstanding, Ending	9 years 8 months 12 days
Weighted average remaining contractual life, vested or expected to vest	9 years 8 months 12 days
Aggregate intrinsic value, vested or expected \| $	$ 0

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Medical malpractice insurance, coverage per claim limit	$ 3,000
Medical malpractice insurance, annual coverage per clinician	$ 8,000

Prepaid Expenses and Other Current Assets and Other Accrued Expenses - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Clinical advances	$ 4,641	$ 4,614
Prepaid fixed fee bonuses	7,456	6,831
Other receivables	640	19,268
Other current assets	10,997	11,700
Total	$ 23,734	$ 42,413

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

12 Months Ended

Dec. 31, 2022

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:


	Successor
	December 31, 2022		December 31, 2021
Clinician advances	$	4,641	$	4,614
Prepaid fixed fee bonuses		7,456		6,831
Other receivables		640		19,268
Other current assets		10,997		11,700
Total	$	23,734	$	42,413

Schedule of Other Accrued Expenses

Other accrued expenses consist of the following:


	Successor
	December 31, 2022		December 31, 2021
Patient credits payable	$	12,085	$	10,457
Accrual for goods received, not invoiced		7,118		5,537
Accrued professional fees		1,973		3,450
Other accrued expense		9,252		7,066
Total	$	30,428	$	26,510

Fair Value Measurements - Additional Information (Details) - Interest Rate Swap - USD ($) $ in Thousands	Dec. 31, 2022	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	$ 188,528	$ 189,000

Total Revenues - Additional Information (Details)	Dec. 31, 2022
Minimum [Member]
Health Care Organization, Receivable and Revenue Disclosures [Line Items]
% of Total Revenue	10.00%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (Successor).


Valuation Technique	Range of Significant Assumptions
		Successor
		December 31, 2022	December 31, 2021
Probability-weighted analysis	Probability	50% - 100%	50% - 100%
based earn-outs	Discount rate	8.00%	8.60%

Schedule of Location of the Interest Rate Swap

The following table summarizes the location of the interest rate swap in the consolidated balance sheets as of December 31, 2022 (Successor):

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:


	Successor
	December 31, 2022			December 31, 2021
Assets Measured at Fair Value
Interest rate swap asset	$	4,426		$	—
Level 2	$	4,426		$	—
Total assets measured at fair value	$	4,426		$	—

Liabilities Measured at Fair Value
Contingent consideration liability:
Beginning balance	$	17,430		$	16,414
Additions related to acquisitions		11,221			10,685
Payments of contingent consideration		(12,515	)		(12,279	)
Loss on remeasurement		1,688			2,610
Ending balance		17,824			17,430
Level 3	$	17,824		$	17,430
Total liabilities measured at fair value	$	17,824		$	17,430

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

$ 3,219

$ 6,601

Regional Trade Names

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

^[1]

1,842

3,940

Non Compete Agreements

Business Acquisition [Line Items]

Acquired intangible assets, Fair value

^[2]

$ 1,377

$ 2,661

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

Stockholders'/Members' Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders'/Members' Equity (Deficit)

NOTE 13 STOCKHOLDERS'/MEMBERS’ EQUITY (DEFICIT)

Common Stock - Post-IPO

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

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

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 no change to the fair value between May 14, 2020 and December 31, 2020. There was a change to the fair value during the period from January 1 to June 9, 2021 (Successor) of $36,750 resulting from a change in the probability assumption of an IPO. On June 9, 2021, the redeemable Class A units were converted into 10,234 shares of the Company’s common stock.

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

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

Preferred Stock

In connection with the Company’s IPO, the Company authorized the issuance of 25,000 shares of its preferred stock, par value $0.01 per share. There are no shares of preferred stock outstanding as of December 31, 2022 and 2021 (Successor).

- Definition

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

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 108,621	$ 148,029
Patient accounts receivable, net	100,868	76,078
Prepaid expenses and other current assets	23,734	42,413
Total current assets	233,223	266,520
NONCURRENT ASSETS
Property and equipment, net	194,189	152,242
Right-of-use assets	199,431	0
Intangible assets, net	263,294	300,355
Goodwill	1,272,939	1,204,544
Other noncurrent assets	10,795	3,448
Total noncurrent assets	1,940,648	1,660,589
Total assets	2,173,871	1,927,109
CURRENT LIABILITIES
Accounts payable	12,285	14,152
Accrued payroll expenses	75,650	60,002
Other accrued expenses	30,428	26,510
Current portion of contingent consideration	15,876	14,123
Operating lease liabilities, current	38,824	0
Other current liabilities	2,936	1,965
Total current liabilities	175,999	116,752
NONCURRENT LIABILITIES
Long-term debt, net	225,079	157,416
Operating lease liabilities, noncurrent	212,586	0
Deferred tax liability, net	38,701	54,281
Other noncurrent liabilities	2,783	53,632
Total noncurrent liabilities	479,149	265,329
Total liabilities	655,148	382,081
COMMITMENT AND CONTINGENCIES (see Note 16)
STOCKHOLDERS' EQUITY
Preferred stock - par value $0.01 per share; 25,000 shares authorized as of December 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Common stock - par value $0.01 per share; 800,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively; 376,042 and 374, 255 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	3,761	3,743
Additional paid-in capital	2,084,324	1,898,357
Accumulated other comprehensive income	3,274	0
Accumulated deficit	(572,636)	(357,072)
Total stockholders' equity	1,518,723	1,545,028
Total liabilities and stockholders' equity	$ 2,173,871	$ 1,927,109

Business Combinations - Summary of Consideration Transferred (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Contingent consideration, at initial fair value	$ 381,823
Outpatient Mental Health Practices
Business Acquisition [Line Items]
Cash consideration	61,564	$ 105,203
Cash consideration to be paid	251	326
Total consideration transferred	73,036	117,700
Debt \| Outpatient Mental Health Practices
Business Acquisition [Line Items]
Class A-2 common units	0	1,486
Class A-2 Common Units [Member] \| Outpatient Mental Health Practices
Business Acquisition [Line Items]
Contingent consideration, at initial fair value	$ 11,221	$ 10,685

Fair Value Measurements - Schedule of Location of the Interest Rate Swap (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent
Derivative Asset	$ 4,426	$ 0
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 4,426

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

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, 2020 (Successor)	$	1,098,659
Business acquisitions (Note 8)		107,999
Measurement period adjustments		(2,114	)
Balance as of December 31, 2021 (Successor)	$	1,204,544
Business acquisitions (Note 8)		68,314
Measurement period adjustments		81
Balance as of December 31, 2022 (Successor)	$	1,272,939

Summary of Intangible Assets

Intangible assets consist of the following:


December 31, 2022 (Successor)	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


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

Summary of Intangible Assets Amortization Expense

Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following:


	Successor						Predecessor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020		January 1 to May 14, 2020
Amortization expense	$	40,280	$	39,042	$	23,270	$	1,435

Summary of Future Amortization of Intangible Assets

The future amortization of intangible assets as of December 31, 2022 (Successor) is as follows:


Year Ended December 31,	Amount
2023	$	40,528
2024		28,185
2025		16,464
2026		11,725
2027		10,785
Thereafter		155,607
Total	$	263,294

- Definition

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

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+ Details

Goodwill and Intangible Assets - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 40,528
2024	28,185
2025	16,464
2026	11,725
2027	10,785
Thereafter	155,607
Total	$ 263,294	$ 300,355

Total Revenues - Schedule of Revenue From Patients And Third - Party Payors (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 111,661	$ 265,556	$ 859,542	$ 667,511
% of Total Revenue	100.00%	100.00%	100.00%	100.00%
Commercial
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 98,146	$ 236,649	$ 776,343	$ 601,850
% of Total Revenue	88.00%	89.00%	91.00%	90.00%
Government
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 5,411	$ 12,662	$ 37,058	$ 29,436
% of Total Revenue	5.00%	5.00%	4.00%	5.00%
Self-pay
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 4,821	$ 11,099	$ 36,382	$ 28,915
% of Total Revenue	4.00%	4.00%	4.00%	4.00%
Total patient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 108,378	$ 260,410	$ 849,783	$ 660,201
% of Total Revenue	97.00%	98.00%	99.00%	99.00%
Nonpatient service revenue
Health Care Organization Receivable And Revenue Disclosures [Line Items]
Amount	$ 3,283	$ 5,146	$ 9,759	$ 7,310
% of Total Revenue	3.00%	2.00%	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.

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+ Details

Stock and Unit-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK AND UNIT-BASED COMPENSATION

NOTE 14 STOCK AND UNIT-BASED COMPENSATION

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, 2022, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,713 shares.

Restricted Stock

The RSAs were issued as part of the Organizational Transactions (see Note 1).

The following is a summary of RSA transactions as of and for the years ended December 31, 2022 and 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020 (Successor)		—		$	—
Converted		30,766			11.98
Vested		(7,265	)		11.98
Unvested, December 31, 2021 (Successor)		23,501		$	11.98
Vested		(6,342	)		11.98
Forfeited		(363	)		11.98
Unvested, December 31, 2022 (Successor)		16,796		$	11.98

Restricted Stock Units

The RSUs were granted in connection with the IPO and subsequent to the IPO. RSUs are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees, directors and consultants based upon the grant-date fair value.

The following is a summary of RSU transactions as of and for the years ended December 31, 2022 and 2021 (Successor):


	Unvested Shares			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2020 (Successor)		—		$	—
Granted		6,208			17.93
Vested		(106	)		17.23
Canceled and forfeited		(71	)		18.00
Outstanding, December 31, 2021 (Successor)		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 (Successor)		14,203		$	10.61

Stock Options

The following is a summary of stock option activity as of and for the year ended December 31, 2022 (Successor):


	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2021 (Successor)		—	$	—		—	$	—
Granted		13,476		7.42
Vested		—		—
Canceled and forfeited		—		—
Outstanding, December 31, 2022 (Successor)		13,476	$	7.42		9.70	$	—
Vested or expected to vest at December 31, 2022 (Successor)		13,476	$	7.42		9.70	$	—

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


	Successor
	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


	Successor
	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


	Successor
	Year Ended December 31, 2022		Year Ended December 31, 2021		April 13 to December 31, 2020
Stock and unit-based compensation expense	$	187,430	$	259,439	$	1,452

As of December 31, 2022 (Successor), the Company had $165,827 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, 2022, the number of shares of common stock reserved and available for issuance under the ESPP increased by 3,743 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, 2022 and 2021 (Successor), no shares of common stock have been purchased under the Company’s ESPP.

TPG Acquisition - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	4 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2021	May 14, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Common Stock, Shares, Issued			374,255,000		375,964,000	374,255,000
Contingent consideration, at initial fair value					$ 381,823
Common Stock, par value			$ 0.01		$ 0.01	$ 0.01
Cash consideration					$ 670,941
Escrow deposit					4,500
Fair value of net assets acquired		$ 126,106
Goodwill		926,658	$ 1,204,544	$ 1,098,659	1,272,939	$ 1,204,544
Measurement period adjustments					$ 81	(2,114)
Related-party management fees		$ 14	$ 0	$ 142		$ 1,445
Termination Fee	$ 1,213
Class A-1 Units
Business Acquisition [Line Items]
Common Stock, Shares, Issued					345,978,000
Class A-2 Common Units [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued					35,845,000
Common Stock, par value					$ 1
T P G Acquisition [Member]
Business Acquisition [Line Items]
Date of acquisition agreement					Apr. 14, 2020
Business acquisition, equity percentage interests acquired					100.00%
Total consideration transferred					$ 1,052,764
Cash consideration					670,941
Goodwill					926,658
Measurement period adjustments					2,977
Transaction costs					$ 32,942
T P G Acquisition [Member] \| Class A-1 Units
Business Acquisition [Line Items]
Common Stock, Shares, Issued					979,563,000
Contingent consideration, at initial fair value					$ 345,978
T P G Acquisition [Member] \| Class A-2 Common Units [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued					35,845,000
Contingent consideration, at initial fair value					$ 35,845

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

Dec. 31, 2022

May 04, 2022

Dec. 31, 2021

Debt Instrument [Line Items]

Term loans

$ 225,079

$ 157,416

Less: Current portion of long-term debt

(2,345)

(1,323)

Less: Unamortized discount and debt issue costs

^[1]

(6,540)

(2,491)

Total

233,964

161,230

Term Loans

Debt Instrument [Line Items]

Total

199,500

$ 200,000

70,665

Delayed Drawn Loans

Debt Instrument [Line Items]

Total

$ 34,464

$ 90,565

[1]

- Definition

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

+ References + Details

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary Of Consideration Transferred

Total consideration transferred for these acquisitions consisted of the following:


	Successor
	Year Ended December 31,
	2022		2021
Cash consideration	$	61,564	$	105,203
Cash consideration to be paid		251		326
Contingent consideration, at initial fair value		11,221		10,685
Class A-2 common units		—		1,486
Total consideration transferred	$	73,036	$	117,700

Schedule of Recognized Assets Acquired and Liabilities Assumed

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


	Successor
	Year Ended December 31,
Allocation of Purchase Price	2022		2021
Cash	$	1,652	$	4,718
Patient accounts receivable		2,652		6,954
Prepaid expenses and other current assets		718		428
Property and equipment		225		887
Other noncurrent assets		80		201
Intangible assets		3,219		6,601
Goodwill		68,314		107,999
Total assets acquired		76,860		127,788
Total liabilities assumed		3,824		10,088
Fair value of net assets	$	73,036	$	117,700

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

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


	Successor
	Year Ended December 31,
	2022		2021
Regional trade names (1)	$	1,842	$	3,940
Non-competition agreements (2)		1,377		2,661
Total	$	3,219	$	6,601

(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:


	Successor
	Year Ended December 31,
Contingent consideration	2022		2021
Maximum contingent consideration based on acquisition agreements	$	15,325	$	13,007

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
TOTAL REVENUE	$ 111,661	$ 265,556	$ 859,542	$ 667,511
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below	78,777	179,264	622,525	466,003
General and administrative expenses	20,854	51,841	377,993	433,725
Depreciation and amortization	3,335	27,710	69,198	54,136
Total operating expenses	102,966	258,815	1,069,716	953,864
(LOSS) INCOME FROM OPERATIONS	8,695	6,741	(210,174)	(286,353)
OTHER (EXPENSE) INCOME
(Loss) gain on remeasurement of contingent consideration	322	(576)	(1,688)	(2,610)
Transaction costs	(33,247)	(3,937)	(722)	(3,762)
Interest expense	(3,020)	(19,112)	(19,928)	(38,911)
Other expense	(14)	(263)	(218)	(1,469)
Total other expense	(35,959)	(23,888)	(22,556)	(46,752)
LOSS BEFORE INCOME TAXES	(27,264)	(17,147)	(232,730)	(333,105)
INCOME TAX BENEFIT	2,319	4,022	17,166	25,908
NET LOSS	(24,945)	(13,125)	(215,564)	(307,197)
Accretion of Redeemable Class A units	(272,582)			(36,750)
Cumulative dividend on Series A redeemable convertible preferred units (Note 12)	(662)	0	0	0
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS	(298,189)	$ (13,125)	$ (215,564)	$ (343,947)
NET LOSS PER SHARE, BASIC		$ (0.04)	$ (0.61)	$ (1.05)
NET LOSS PER SHARE, DILUTED		$ (0.04)	$ (0.61)	$ (1.05)
Weighted-average shares used to compute basic and diluted net loss per share		302,335	355,278	327,523
NET LOSS	(24,945)	$ (13,125)	$ (215,564)	$ (307,197)
OTHER COMPREHENSIVE INCOME
Unrealized gains on cash flow hedge, net of tax	0	0	3,274	0
COMPREHENSIVE LOSS	(24,945)	(13,125)	(212,290)	(307,197)
Series A Preferred Stock
OTHER (EXPENSE) INCOME
Accretion of Redeemable Class A units	0	0	0	(36,750)
Series A1 Preferred Stock
OTHER (EXPENSE) INCOME
Accretion of Redeemable Class A units	$ (272,582)	$ 0	$ 0	$ 0

Business Combinations - Schedule of Fair Value Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Combinations [Abstract]
Cash	$ 1,652	$ 4,718
Patient accounts receivable	2,652	6,954
Prepaid expenses and other current assets	718	428
Property and equipment	225	887
Other noncurrent assets	80	201
Intangible assets	3,219	6,601
Goodwill	68,314	107,999
Total assets acquired	76,860	127,788
Total liabilities assumed	3,824	10,088
Fair value of net assets	$ 73,036	$ 117,700

Total Revenues - Schedule of Percentage Of Revenue From Insurance Companies (Details)	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	100.00%	100.00%	100.00%	100.00%
Top one payor
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	23.00%	22.00%	19.00%	19.00%
Top two payor
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	19.00%	19.00%	14.00%	14.00%
Top three payor
Health Care Organization Receivable And Revenue Disclosures [Line Items]
% of Total Revenue	11.00%	13.00%	0.00%	0.00%

Summary of Significant Accounting Policies - Schedule of Depreciation of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	10 years
Furniture Fixtures And Equipment \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Furniture Fixtures And Equipment \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years
Computers And Peripherals
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Medical Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years

Property and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,900	$ 4,440	$ 28,918	$ 15,094