Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity Registrant Name | LifeStance Health Group, Inc. | |
Entity Central Index Key | 0001845257 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LFST | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 374,323,422 | |
Entity File Number | 001-40478 | |
Entity Tax Identification Number | 86-1832801 | |
Entity Address, Address Line Two | Suite 6000 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4800 N. Scottsdale Road | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85251 | |
City Area Code | 602 | |
Local Phone Number | 767-2100 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 113,990 | $ 148,029 |
Patient accounts receivable, net | 94,991 | 76,078 |
Prepaid expenses and other current assets | 54,316 | 42,413 |
Total current assets | 263,297 | 266,520 |
NONCURRENT ASSETS | ||
Property and equipment, net | 170,927 | 152,242 |
Intangible assets, net | 291,180 | 300,355 |
Goodwill | 1,229,303 | 1,204,544 |
Deposits | 3,679 | 3,448 |
Total noncurrent assets | 1,695,089 | 1,660,589 |
Total assets | 1,958,386 | 1,927,109 |
CURRENT LIABILITIES | ||
Accounts payable | 15,136 | 14,152 |
Accrued payroll expenses | 73,207 | 60,002 |
Other accrued expenses | 21,807 | 26,510 |
Current portion of contingent consideration | 13,491 | 14,123 |
Other current liabilities | 1,956 | 1,965 |
Total current liabilities | 125,597 | 116,752 |
NONCURRENT LIABILITIES | ||
Long-term debt, net | 177,380 | 157,416 |
Other noncurrent liabilities | 57,487 | 50,325 |
Contingent consideration, net of current portion | 1,123 | 3,307 |
Deferred tax liability, net | 54,281 | 54,281 |
Total noncurrent liabilities | 290,271 | 265,329 |
Total liabilities | 415,868 | 382,081 |
COMMITMENT AND CONTINGENCIES (see Note 14) | ||
STOCKHOLDERS’/MEMBERS’ EQUITY | ||
Preferred stock - par value $0.01 per share; 25,000 shares authorized as of March 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of March 31,2022 and December 31, 2021 | 0 | 0 |
Common stock - par value $0.01 per share; 800,000 shares authorized as of March 31, 2022 and December 31, 2021; 374,323 and 374,255 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 3,744 | 3,743 |
Additional paid-in capital | 1,958,174 | 1,898,357 |
Accumulated deficit | (419,400) | (357,072) |
Total stockholders' equity | 1,542,518 | 1,545,028 |
Total liabilities and stockholders' equity | $ 1,958,386 | $ 1,927,109 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 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 | 374,323,000 | 374,255,000 |
Common Stock, Shares, Outstanding | 374,323,000 | 374,255,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
TOTAL REVENUES | $ 203,095 | $ 143,132 |
OPERATING EXPENSES | ||
Center costs, excluding depreciation and amortization shown separately below | 148,893 | 99,134 |
General and administrative expenses | 103,369 | 32,651 |
Depreciation and amortization | 15,684 | 12,228 |
Total operating expenses | 267,946 | 144,013 |
LOSS FROM OPERATIONS | (64,851) | (881) |
OTHER INCOME (EXPENSE) | ||
Loss on remeasurement of contingent consideration | (434) | (307) |
Transaction costs | (278) | 1,534 |
Interest expense | (3,441) | (8,632) |
Other expense | 0 | (89) |
Total other expense | (4,153) | (10,562) |
LOSS BEFORE INCOME TAXES | (69,004) | (11,443) |
INCOME TAX BENEFIT | 6,676 | 2,761 |
NET LOSS | (62,328) | (8,682) |
Accretion of Redeemable Class A units | 0 | (36,750) |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS | $ (62,328) | $ (45,432) |
Net loss per share, basic and diluted | $ (0.18) | $ (0.15) |
Weighted-average shares used to compute basic and diluted net loss per share | 350,849 | 305,538 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY AND REDEEMABLE UNITS / MEMBERS' EQUITY - USD ($) | Total | Class A Redeemable Units [Member] | Class A-1 Common Units [Member] | Class A-2 Common Units [Member] | Class B Common Units [Member] | Common Stock [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] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ 997,836,000 | $ 959,563,000 | $ 49,946,000 | $ 0 | $ 1,452,000 | $ (13,125,000) | |||||
Temporary Equity, Shares Outstanding at Dec. 31, 2020 | 35,000,000 | ||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent at Dec. 31, 2020 | $ 35,000,000 | ||||||||||
Shares, Outstanding at Dec. 31, 2020 | 959,563,000 | 49,946,000 | 0 | ||||||||
Net loss | (8,682,000) | (8,682,000) | |||||||||
Issuance of common, Value | 1,000,000 | 1,000,000 | |||||||||
Issuance of common , Shares | 962,000 | ||||||||||
Accretion of Redeemable Class A units | (36,750,000) | $ (36,750,000) | 36,750,000 | ||||||||
Stock and unit-based compensation | 605,000 | 605,000 | |||||||||
Balance at Mar. 31, 2021 | 954,009,000 | $ 959,563,000 | $ 50,946,000 | $ 0 | 2,057,000 | (58,557,000) | |||||
Temporary Equity, Shares Outstanding at Mar. 31, 2021 | 35,000,000 | ||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent at Mar. 31, 2021 | $ 71,750,000 | ||||||||||
Shares, Outstanding at Mar. 31, 2021 | 959,563,000 | 50,908,000 | 0 | ||||||||
Balance at Dec. 31, 2021 | 1,545,028,000 | $ 3,743,000 | 1,898,357,000 | (357,072,000) | |||||||
Shares, Outstanding at Dec. 31, 2021 | 374,255,000 | ||||||||||
Net loss | (62,328,000) | (62,328,000) | |||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | $ 96,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units (in amount) | (37,000) | $ 1,000 | (38,000) | ||||||||
Forfeitures,shares | (28,000) | ||||||||||
Forfeitures,value | (185,000) | (185,000) | |||||||||
Accretion of Redeemable Class A units | 0 | ||||||||||
Stock and unit-based compensation | 60,040,000 | 60,040,000 | |||||||||
Balance at Mar. 31, 2022 | $ 1,542,518,000 | $ 3,744,000 | $ 1,958,174,000 | $ (419,400,000) | |||||||
Shares, Outstanding at Mar. 31, 2022 | 374,323,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (62,328) | $ (8,682) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 15,684 | 12,228 |
Stock and unit-based compensation | 59,855 | 605 |
Amortization of debt issue costs | 295 | 403 |
Loss (gain) on remeasurement of contingent consideration | 434 | 307 |
Change in operating assets and liabilities, net of businesses acquired: | ||
Patient accounts receivable, net | (18,121) | (3,116) |
Prepaid expenses and other current assets | (12,065) | (8,042) |
Accounts payable | 1,852 | 3,014 |
Accrued payroll expenses | 12,759 | 7,314 |
Other accrued expenses | 4,943 | 5,878 |
Net cash provided by operating activities | 3,308 | 9,909 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (27,910) | (11,081) |
Acquisitions of businesses, net of cash acquired | (22,945) | (754) |
Net cash used in investing activities | (50,855) | (11,835) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments of deferred offering costs | 0 | (323) |
Proceeds from long-term debt | 20,000 | 26,200 |
Payments of debt issue costs | 0 | (955) |
Payments of long-term debt | (331) | (785) |
Payments of contingent consideration | (5,720) | (1,546) |
Taxes related to net share settlement of equity awards | 441 | 0 |
Net cash provided by financing activities | 13,508 | 22,591 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (34,039) | 20,665 |
Cash and Cash Equivalents - Beginning of period | 148,029 | 18,829 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 113,990 | 39,494 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 3,091 | 6,806 |
Cash paid for taxes, net of refunds | (60) | 3 |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Unpaid deferred offering costs included in accounts payable and other accrued expenses | 0 | 1,871 |
Equipment financed through capital leases | 57 | 14 |
Contingent consideration incurred in acquisitions of businesses | 2,470 | 808 |
Acquisition of property and equipment included in liabilities | $ 12,320 | $ 7,498 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 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. 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company's significant accounting policies are discussed in Note 2 "Summary of Significant Accounting Policies" in Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2021. During the three months ended March 31, 2022, there have been no significant changes to these policies other than the additions to the stock and unit-based compensation policy further described below. Basis of Presentation and Principles of Consolidation The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the SEC regarding interim financial reporting, which include the accounts of LifeStance Health Group, LifeStance TopCo, its wholly-owned subsidiaries and VIEs in which LifeStance TopCo has an interest and is the primary beneficiary. Pursuant to these rules and regulations, the Company has omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly state its consolidated financial condition, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s audited financial statements for the year ended December 31, 2021 in the Company's Annual Report on Form 10-K. On May 14, 2020, affiliates of TPG acquired the majority of the equity interests of LifeStance Health Holdings, Inc. through certain newly formed subsidiaries ("TPG Acquisition"). Periods subsequent to the acquisition and prior to the IPO and restructuring transactions reflect the financial statements of LifeStance TopCo. Periods subsequent to the IPO and restructuring transactions reflect the financial statements of LifeStance Health Group. All periods subsequent to the TPG Acquisition have been presented as the financial statements of LifeStance Health Group. 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. Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a 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 provides 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 interests 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 agreements. 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 agreements provide 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 the equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs. The contractual arrangements described above allow the Company to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, the Company is the primary beneficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company provides to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are allocated to the Company members. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. As noted previously, the Company acquires 100% of the non-medical assets of the VIEs. The aggregate carrying values of the VIEs total assets and total liabilities not purchased by the Company but included on the consolidated balance sheets were not material at March 31, 2022 and December 31, 2021. Stock and Unit-Based Compensation Beginning in the first quarter of 2022, the Company's clinician restricted stock units ("RSUs") are granted subject to certain performance and service-based vesting conditions. The clinician RSUs are measured at fair value on their grant date. The related compensation expense 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. 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 unaudited consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and also issued subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2020-02, and ASU 2020-05 (collectively, “ASC 842”). ASC 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. ASC 842 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, inclusive of a one year deferral provided by ASU 2020-05. ASC 842 must be adopted using a modified retrospective method and early adoption is permitted. The Company is in the process of determining the impact of the adoption of ASC 842 on the Company’s consolidated financial statements and disclosures. The Company has organized an implementation group to ensure the completeness of its lease information, analyze the appropriate classification of leases under the new standard, and develop new processes to execute, approve and classify leases on an ongoing basis. However, given the Company’s current operating lease portfolio (see Note 13 and Note 14) the Company expects the recognition of the right-of-use assets and lease liabilities to have a material impact on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for private entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2016-03 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 ASU 2016-13 on the Company’s consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued and all other entities for periods for which financial statements have not yet been made available for issuance. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments issued in March 2020 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020, through December 31, 2022. The Company is still evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements and disclosures. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 ACQUISITIONS During the three months ended March 31, 2022 and 2021, the Company completed the acquisitions of 2 and 1 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 respective acquisition dates. Total consideration transferred for these acquisitions consisted of the following: Three Months Ended March 31, 2022 2021 Cash consideration $ 23,325 $ 700 Contingent consideration, at initial fair value 2,470 808 Total consideration transferred $ 25,795 $ 1,508 The results of the acquired businesses have been included in the Company’s consolidated financial statements beginning as of their acquisition dates. It is impracticable to provide historical supplemental pro forma financial information along with revenue and earnings subsequent to the acquisition dates for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees being integrated within the Company shortly after closing and not operating as discrete entities 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: Three Months Ended March 31, Allocation of Purchase Price 2022 2021 Cash $ 421 $ 40 Patient accounts receivable 486 284 Property and equipment 34 18 Prepaid expenses and other current assets 64 6 Deposits 3 5 Intangible assets 782 125 Goodwill 24,701 1,117 Total assets acquired 26,491 1,595 Total liabilities assumed 696 87 Fair value of net assets $ 25,795 $ 1,508 The fair value of assets and liabilities other than intangible assets approximate the carrying amounts as of acquisition dates. The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition: Three Months Ended March 31, 2022 2021 Regional trade names (1) $ 342 $ 77 Non-competition agreements (2) 440 48 Total $ 782 $ 125 (1) Useful lives for regional trade names are 5 years . (2) Useful lives for non-competition agreements are 5 years . Contingent Consideration Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 6). The following table summarizes the maximum contingent consideration based on the acquisition agreements: Three Months Ended March 31, Contingent consideration 2022 2021 Maximum contingent consideration based on acquisition agreements $ 3,000 $ 1,000 Goodwill Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition . All goodwill is deductible for tax purposes. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 INTANGIBLE ASSETS Intangible assets consists of the following: March 31, 2022 Gross Accumulated Net Weighted Regional trade names $ 34,759 $ ( 11,359 ) $ 23,400 5.0 LifeStance trade names 235,500 ( 19,707 ) 215,793 22.5 Non-competition agreements 93,190 ( 41,203 ) 51,987 4.2 Total intangible assets $ 363,449 $ ( 72,269 ) $ 291,180 December 31, 2021 Gross Accumulated Net Weighted 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 acquisitions. Total intangible asset amortization expense consists of the following: Three Months Ended March 31, 2022 2021 Amortization expense $ 9,957 $ 9,619 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: March 31, 2022 December 31, 2021 Leasehold improvements $ 109,524 $ 87,807 Computers and peripherals 24,142 22,038 Furniture, fixtures and equipment 25,814 20,286 Medical equipment 1,018 1,018 Construction in process 35,682 40,619 Total $ 196,180 $ 171,768 Less: Accumulated depreciation ( 25,253 ) ( 19,526 ) Total property and equipment, net $ 170,927 $ 152,242 Depreciation expense consists of the following: Three Months Ended March 31, 2022 2021 Depreciation expense $ 5,727 $ 2,609 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 6 FAIR VALUE MEASUREMENTS The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. The valuation methodology differs depending on the type of earn-out target. The following is the summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of March 31, 2022 and December 31, 2021. Valuation Technique Range of Significant Assumptions March 31, 2022 December 31, 2021 Probability-weighted analysis Probability 50 % - 100 % 50 % - 100 % based earn-outs Discount rate 8.60 % 8.60 % As of March 31, 2022 and December 31, 2021, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. See Note 14 for discussion of payment of contingent consideration made related to acquisitions, fair value adjustments, and a roll-forward of the contingent consideration balance from the prior year. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 14,614 $ 14,614 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 17,430 $ 17,430 As disclosed in Note 3, the Company acquired 2 and 1 outpatient mental health practices during the three months ended March 31, 2022 and 2021 , respectively. The values of net tangible assets acquired, and the resulting goodwill and other intangible assets, were recorded at fair value. 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 by management or with the assistance of a third-party valuation expert primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations. Other than assets acquired and liabilities assumed in these acquisitions, there were no material assets or liabilities measured at fair value on a nonrecurring basis during the periods presented. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 7 GOODWILL Goodwill consists of the following: Amount Balance as of December 31, 2021 $ 1,204,544 Business acquisitions (Note 3) 24,701 Measurement period adjustments 58 Balance as of March 31, 2022 $ 1,229,303 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | NOTE 8 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 loans are payable in quarterly principal and interest payments, with a maturity date of May 14, 2026 . The interest rate is a variable interest rate determined at LIBOR plus 3.00 % to 7.09 %. The May 2020 Credit Agreement provides for an alternative rate structure to LIBOR. The term loans and delayed draw loans are collateralized by the tangible assets and stock pledge of the Company. The May 2020 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at March 31, 2022 and December 31, 2021. Long-term debt consists of the following: March 31, 2022 December 31, 2021 Term loans $ 70,427 $ 70,665 Delayed Draw loans 90,472 90,565 Revolving loan 20,000 — Total long-term debt 180,899 161,230 Less: Current portion of long-term debt ( 1,323 ) ( 1,323 ) Less: Unamortized debt issue costs ( 2,196 ) ( 2,491 ) Total Long-Term Debt, Net of Current Portion $ 177,380 $ 157,416 The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets. Interest expense consists of the following: Three Months Ended March 31, 2022 2021 Interest expense $ 3,441 $ 8,632 Future principal payments on long-term debt are as follows: Year Ended December 31, Amount Remainder of 2022 $ 992 2023 1,323 2024 1,323 2025 21,323 2026 155,938 Total $ 180,899 The fair value of long-term debt is based on the present value of future payments discounted by the market interest rates 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 unaudited consolidated balance sheets. The fair value of long-term debt at March 31, 2022 and December 31, 2021 was $ 196,950 and $ 186,497 , respectively. Revolving Loan Under the May 2020 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $ 20,000 . Any borrowing on the revolving loan is due in full on May 14, 2025 . The revolving loan can be drawn upon at an interest rate equal to LIBOR plus 4.50 % to 4.75 %, depending on certain financial ratios. The unused revolving loan incurs a commitment fee of 0.5 % per annum. |
TOTAL REVENUES
TOTAL REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
Revenues [Abstract] | |
TOTAL REVENUES | NOTE 9 TOTAL REVENUES The Company’s total revenues are dependent on a series of contracts with third-party payors, which is typical for providers in the health care industry. The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the payor mix with third-party payors, which have different reimbursement rates. The payor mix of fee-for-service revenue from patients and third-party payors consists of the following: Three Months Ended March 31, 2022 2021 Amount % of Total Revenue Amount % of Total Revenue Commercial $ 183,609 91 % $ 128,258 90 % Government 8,833 4 % 5,723 4 % Self-pay 8,375 4 % 7,764 5 % Total patient service revenue 200,817 99 % 141,745 99 % Nonpatient service revenue 2,278 1 % 1,387 1 % Total $ 203,095 100 % $ 143,132 100 % Among the commercial payors, five insurance companies comprise the following percentage of revenue: Three Months Ended March 31, 2022 2021 Top five commercial payors 54 % 65 % Top one payor 19 % 20 % Top two payor 14 % 17 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 INCOME TAXES The benefit for income taxes is as follows: Three Months Ended March 31, 2022 2021 Benefit for income taxes $ 6,676 $ 2,761 The effective tax rates are as follows: Three Months Ended March 31, 2022 2021 Effective tax rate 9.7 % 24.1 % The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21 % was primarily the result of permanent book/tax differences between transaction costs, stock and unit-based compensation and state income taxes. 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 the deferred tax assets will not be realized. No valuation allowance was recognized as of March 31, 2022 or December 31, 2021 . |
Stock And Unit-Based Compensati
Stock And Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK AND UNIT-BASED COMPENSATION | NOTE 11 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 Plan. The 2021 Equity Incentive Plan permits the grant of awards or 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 beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year. 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 three months ended March 31, 2022: Unvested Shares Weighted-Average Unvested, December 31, 2021 23,501 $ 11.98 Vested ( 203 ) 11.98 Forfeited ( 28 ) 11.98 Unvested, March 31, 2022 23,270 $ 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 three months ended March 31, 2022: Unvested Shares Weighted-Average Outstanding, December 31, 2021 6,031 $ 17.95 Granted 10,021 8.45 Vested ( 96 ) 17.22 Canceled and forfeited ( 197 ) 8.61 Outstanding, March 31, 2022 15,759 $ 12.01 Stock and Unit-Based Compensation Expense The Company recognized stock and unit-based compensation expense related to RSAs, RSUs and the Class B Profits Interests within general and administrative expenses in the unaudited consolidated statements of operations as follows: Three Months Ended March 31, 2022 2021 Stock and unit-based compensation expense $ 59,855 $ 605 As of March 31, 2022, the Company had $ 244,356 in unrecognized compensation expense related to all non-vested awards (RSAs and RSUs) that will be recognized over the weighted-average remaining service period of 1.6 years. 2021 Employee Stock Purchase Plan Effective June 9, 2021, the Board and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits the grant to eligible employees of the Company and its participating subsidiaries of options to purchase shares of the Company’s common stock. The aggregate number of shares of the Company common stock initially available for purchase pursuant to the exercise of options under the ESPP is 6,817 shares, plus an automatic annual increase, as of January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate. 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 March 31, 2022 , no shares of common stock have been purchased under the Company’s ESPP. |
Stockholders' Equity Members' D
Stockholders' Equity Members' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders'/Member' Equity | NOTE 12 STOCKHOLDERS’/MEMBERS’ EQUITY 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 chief executive officer (“CEO”) had 35,000 redeemable Class A units outstanding prior to the completion of the IPO. The CEO had the right, upon termination for any reason other than proper cause, to put his redeemable Class A units back to the partnership at fair value (“Put Right”). The CEO (or permitted transferee) shall have this Put Right also upon death or disability. As this was both outside of the Company’s control and probable to eventually occur, the redeemable Class A units subject to this Put Right were classified as mezzanine equity and carried at fair value (i.e., redemption price). There was a change to the fair value during the three months ended March 31, 2021 of $ 36,750 , respectively, 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-1 Common Units had equal voting rights. Class A-2 and Class B Common Units were nonvoting units. 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 March 31, 2022 and December 31, 2021 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 RELATED PARTY TRANSACTIONS The Company leases 19 office facilities under operating leases with related parties expiring through 2030 . The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total related-party rent expense included in center costs, excluding depreciation and amortization in the unaudited consolidated statements of operations amounted to: Three Months Ended March 31, 2022 2021 Rent expense $ 387 $ 537 A summary of non-cancelable future minimum operating lease payments under these leases as of March 31, 2022 is as follows: Year Ended December 31, Amount Remainder of 2022 $ 1,119 2023 1,198 2024 1,012 2025 1,023 2026 144 Thereafter 257 Total $ 4,753 In addition, management fees to TPG and certain executives of the Company were identified as related party transactions. For the three months ended March 31, 2021, the Company incurred related-party management fees of $ 89 . As a result of the Company’s IPO, the Company terminated its management services agreement in the second quarter of 2021, and no management fees were recognized subsequent to the IPO. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 COMMITMENTS AND CONTINGENCIES Contingent Consideration relating to Acquisitions For the three months ended March 31, 2022, there were post-closing payments contingent upon the future performance of the Company’s recently acquired targets achieving certain agreed-upon performance metrics. Contingent consideration is recorded at fair value and was recognized in the purchase price allocation (see Note 3) of the acquired company. The following table presents changes to the Company’s contingent consideration balance: March 31, 2022 December 31, 2021 Beginning balance $ 17,430 $ 16,414 Additions related to acquisitions 2,470 10,685 Payments of contingent consideration ( 5,720 ) ( 12,279 ) Loss on remeasurement 434 2,610 Ending balance $ 14,614 $ 17,430 Leases with Third Parties The Company leases its office facilities under operating leases expiring through 2032 . The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total third-party rent expense amounted to as follows in the unaudited consolidated statements of operations: Three Months Ended March 31, 2022 2021 Center costs, excluding depreciation and amortization $ 11,020 $ 6,403 General and administrative expenses 139 175 Total rent expense $ 11,159 $ 6,578 A summary of non-cancellable future minimum third-party operating lease payments under these leases as of March 31, 2022 is as follows: Year Ended December 31, Amount Remainder of 2022 $ 37,230 2023 50,462 2024 46,855 2025 43,110 2026 38,263 Thereafter 54,601 Total $ 270,521 Professional Liability Insurance The medical malpractice insurance coverage is subject to a $ 3,000 per claim limit and an annual aggregate shared limit of $ 8,000 . 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 that are expected to exceed malpractice insurance coverage limits as of March 31, 2022 and December 31, 2021. 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. In March 2020, the Company received a Civil Investigative Demand from the U.S. Attorney’s Office of the Northern District of Georgia involving an investigation of a laboratory arrangement. The Company does not believe that it is a target of the investigation or that there is any material exposure based on its internal review. The Company does not know how the investigation will be resolved, to what extent it may be expanded, or whether the Company or its employees will be subject to further investigation, enforcement action or related penalties that could have an adverse impact on its business, results of operations and financial condition. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 15 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 RSAs 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): Three Months Ended March 31, 2022 2021 Net loss available to common stockholders'/members' $ ( 62,328 ) $ ( 45,432 ) Weighted-average shares used to compute basic and diluted 350,849 305,538 Net loss per share, basic and diluted $ ( 0.18 ) $ ( 0.15 ) The Company has issued potentially dilutive instruments in the form of RSAs and the RSUs. The Company did not include any of these instruments in its calculation of diluted loss per share (on an as-converted basis) for the three months ended March 31, 2022 and 2021 because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 11 for the issued, vested and unvested RSAs and RSUs. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share: Three Months Ended RSAs 23,270 RSUs 15,759 39,029 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 SUBSEQUENT EVENTS Long-Term Debt On May 4, 2022, the Company entered into an agreement (the "2022 Credit Agreement") for senior secured credit facilities in the form of (i) up to a $ 100,000 delayed draw loan, (ii) a $ 200,000 term loan and (iii) a $ 50,000 revolving loan. The interest rate is a variable interest rate determined at Secured Overnight Financing Rate ("SOFR") plus 3.25 % on the revolving loan and SOFR plus 4.50 % on the term loans and any delayed draw term loans. The 2022 Credit Agreement is expected to close on or prior to May 23, 2022, subject to certain conditions. In connection with the closing of the 2022 Credit Agreement, the Company will repay all outstanding amounts of the existing May 2020 Credit Agreement (see Note 8). Acquisitions Subsequent to March 31, 2022, the Company completed an acquisition of an outpatient mental health practice. 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 acquisition completed subsequent to March 31, 2022, total contractual consideration included cash consideration of $ 2,600 , funded through credit facility financing, and contingent consideration with a maximum value of $ 1,050 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company has prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the SEC regarding interim financial reporting, which include the accounts of LifeStance Health Group, LifeStance TopCo, its wholly-owned subsidiaries and VIEs in which LifeStance TopCo has an interest and is the primary beneficiary. Pursuant to these rules and regulations, the Company has omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly state its consolidated financial condition, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s audited financial statements for the year ended December 31, 2021 in the Company's Annual Report on Form 10-K. On May 14, 2020, affiliates of TPG acquired the majority of the equity interests of LifeStance Health Holdings, Inc. through certain newly formed subsidiaries ("TPG Acquisition"). Periods subsequent to the acquisition and prior to the IPO and restructuring transactions reflect the financial statements of LifeStance TopCo. Periods subsequent to the IPO and restructuring transactions reflect the financial statements of LifeStance Health Group. All periods subsequent to the TPG Acquisition have been presented as the financial statements of LifeStance Health Group. |
Use of Accounting Estimates | 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. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a 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 provides 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 interests 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 agreements. 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 agreements provide 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 the equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs. The contractual arrangements described above allow the Company to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, the Company is the primary beneficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company provides to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are allocated to the Company members. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. As noted previously, the Company acquires 100% of the non-medical assets of the VIEs. The aggregate carrying values of the VIEs total assets and total liabilities not purchased by the Company but included on the consolidated balance sheets were not material at March 31, 2022 and December 31, 2021. Stock and Unit-Based Compensation Beginning in the first quarter of 2022, the Company's clinician restricted stock units ("RSUs") are granted subject to certain performance and service-based vesting conditions. The clinician RSUs are measured at fair value on their grant date. The related compensation expense 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. |
Stock and Unit-Based Compensation | Stock and Unit-Based Compensation Beginning in the first quarter of 2022, the Company's clinician restricted stock units ("RSUs") are granted subject to certain performance and service-based vesting conditions. The clinician RSUs are measured at fair value on their grant date. The related compensation expense 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. |
Emerging Growth Company Status | 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 unaudited consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and also issued subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2020-02, and ASU 2020-05 (collectively, “ASC 842”). ASC 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. ASC 842 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, inclusive of a one year deferral provided by ASU 2020-05. ASC 842 must be adopted using a modified retrospective method and early adoption is permitted. The Company is in the process of determining the impact of the adoption of ASC 842 on the Company’s consolidated financial statements and disclosures. The Company has organized an implementation group to ensure the completeness of its lease information, analyze the appropriate classification of leases under the new standard, and develop new processes to execute, approve and classify leases on an ongoing basis. However, given the Company’s current operating lease portfolio (see Note 13 and Note 14) the Company expects the recognition of the right-of-use assets and lease liabilities to have a material impact on the Company’s consolidated balance sheets. In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for private entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2016-03 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 ASU 2016-13 on the Company’s consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued and all other entities for periods for which financial statements have not yet been made available for issuance. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments issued in March 2020 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020, through December 31, 2022. The Company is still evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements and disclosures. |
TPG Acquisition (Tables)
TPG Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: Three Months Ended March 31, Allocation of Purchase Price 2022 2021 Cash $ 421 $ 40 Patient accounts receivable 486 284 Property and equipment 34 18 Prepaid expenses and other current assets 64 6 Deposits 3 5 Intangible assets 782 125 Goodwill 24,701 1,117 Total assets acquired 26,491 1,595 Total liabilities assumed 696 87 Fair value of net assets $ 25,795 $ 1,508 The fair value of assets and liabilities other than intangible assets approximate the carrying amounts as of acquisition dates. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Summary Of Consideration Transferred | Total consideration transferred for these acquisitions consisted of the following: Three Months Ended March 31, 2022 2021 Cash consideration $ 23,325 $ 700 Contingent consideration, at initial fair value 2,470 808 Total consideration transferred $ 25,795 $ 1,508 |
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: Three Months Ended March 31, Allocation of Purchase Price 2022 2021 Cash $ 421 $ 40 Patient accounts receivable 486 284 Property and equipment 34 18 Prepaid expenses and other current assets 64 6 Deposits 3 5 Intangible assets 782 125 Goodwill 24,701 1,117 Total assets acquired 26,491 1,595 Total liabilities assumed 696 87 Fair value of net assets $ 25,795 $ 1,508 The fair value of assets and liabilities other than intangible assets approximate the carrying amounts as of acquisition dates. |
Schedule of Fair Values of Acquired Intangible Assets | The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition: Three Months Ended March 31, 2022 2021 Regional trade names (1) $ 342 $ 77 Non-competition agreements (2) 440 48 Total $ 782 $ 125 (1) Useful lives for regional trade names are 5 years . (2) Useful lives for non-competition agreements are 5 years . |
Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements | The following table summarizes the maximum contingent consideration based on the acquisition agreements: Three Months Ended March 31, Contingent consideration 2022 2021 Maximum contingent consideration based on acquisition agreements $ 3,000 $ 1,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consists of the following: March 31, 2022 Gross Accumulated Net Weighted Regional trade names $ 34,759 $ ( 11,359 ) $ 23,400 5.0 LifeStance trade names 235,500 ( 19,707 ) 215,793 22.5 Non-competition agreements 93,190 ( 41,203 ) 51,987 4.2 Total intangible assets $ 363,449 $ ( 72,269 ) $ 291,180 December 31, 2021 Gross Accumulated Net Weighted 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 acquisitions. Total intangible asset amortization expense consists of the following: Three Months Ended March 31, 2022 2021 Amortization expense $ 9,957 $ 9,619 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: March 31, 2022 December 31, 2021 Leasehold improvements $ 109,524 $ 87,807 Computers and peripherals 24,142 22,038 Furniture, fixtures and equipment 25,814 20,286 Medical equipment 1,018 1,018 Construction in process 35,682 40,619 Total $ 196,180 $ 171,768 Less: Accumulated depreciation ( 25,253 ) ( 19,526 ) Total property and equipment, net $ 170,927 $ 152,242 |
Schedule of Depreciation Expense | Depreciation expense consists of the following: Three Months Ended March 31, 2022 2021 Depreciation expense $ 5,727 $ 2,609 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 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 the summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of March 31, 2022 and December 31, 2021. Valuation Technique Range of Significant Assumptions March 31, 2022 December 31, 2021 Probability-weighted analysis Probability 50 % - 100 % 50 % - 100 % based earn-outs Discount rate 8.60 % 8.60 % |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 14,614 $ 14,614 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 17,430 $ 17,430 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Goodwill consists of the following: Amount Balance as of December 31, 2021 $ 1,204,544 Business acquisitions (Note 3) 24,701 Measurement period adjustments 58 Balance as of March 31, 2022 $ 1,229,303 |
Long- Term Debt (Tables)
Long- Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | Long-term debt consists of the following: March 31, 2022 December 31, 2021 Term loans $ 70,427 $ 70,665 Delayed Draw loans 90,472 90,565 Revolving loan 20,000 — Total long-term debt 180,899 161,230 Less: Current portion of long-term debt ( 1,323 ) ( 1,323 ) Less: Unamortized debt issue costs ( 2,196 ) ( 2,491 ) Total Long-Term Debt, Net of Current Portion $ 177,380 $ 157,416 |
Summary of Interest Expense | Interest expense consists of the following: Three Months Ended March 31, 2022 2021 Interest expense $ 3,441 $ 8,632 |
Summary of Maturities of Long-term Debt | Future principal payments on long-term debt are as follows: Year Ended December 31, Amount Remainder of 2022 $ 992 2023 1,323 2024 1,323 2025 21,323 2026 155,938 Total $ 180,899 The fair value of long-term debt is based on the present value of future payments discounted by the market interest rates 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 unaudited consolidated balance sheets. The fair value of long-term debt at March 31, 2022 and December 31, 2021 was $ 196,950 and $ 186,497 , respectively. |
TOTAL REVENUES (Tables)
TOTAL REVENUES (Tables) | 3 Months Ended |
Mar. 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: Three Months Ended March 31, 2022 2021 Amount % of Total Revenue Amount % of Total Revenue Commercial $ 183,609 91 % $ 128,258 90 % Government 8,833 4 % 5,723 4 % Self-pay 8,375 4 % 7,764 5 % Total patient service revenue 200,817 99 % 141,745 99 % Nonpatient service revenue 2,278 1 % 1,387 1 % Total $ 203,095 100 % $ 143,132 100 % |
Schedule of percentage of revenue from insurance companies | Among the commercial payors, five insurance companies comprise the following percentage of revenue: Three Months Ended March 31, 2022 2021 Top five commercial payors 54 % 65 % Top one payor 19 % 20 % Top two payor 14 % 17 % |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense Benefit | The benefit for income taxes is as follows: Three Months Ended March 31, 2022 2021 Benefit for income taxes $ 6,676 $ 2,761 |
Schedule of Effective Tax Rates | The effective tax rates are as follows: Three Months Ended March 31, 2022 2021 Effective tax rate 9.7 % 24.1 % |
Stock And Unit-Based Compensa_2
Stock And Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 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 three months ended March 31, 2022: Unvested Shares Weighted-Average Unvested, December 31, 2021 23,501 $ 11.98 Vested ( 203 ) 11.98 Forfeited ( 28 ) 11.98 Unvested, March 31, 2022 23,270 $ 11.98 |
Summary of Restricted Stock Unit (RSU) Activity | The following is a summary of RSU transactions as of and for the three months ended March 31, 2022: Unvested Shares Weighted-Average Outstanding, December 31, 2021 6,031 $ 17.95 Granted 10,021 8.45 Vested ( 96 ) 17.22 Canceled and forfeited ( 197 ) 8.61 Outstanding, March 31, 2022 15,759 $ 12.01 |
Summary of Unit Based Compensation Expense | The Company recognized stock and unit-based compensation expense related to RSAs, RSUs and the Class B Profits Interests within general and administrative expenses in the unaudited consolidated statements of operations as follows: Three Months Ended March 31, 2022 2021 Stock and unit-based compensation expense $ 59,855 $ 605 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule Of Related-party Rent Expense | Total related-party rent expense included in center costs, excluding depreciation and amortization in the unaudited consolidated statements of operations amounted to: Three Months Ended March 31, 2022 2021 Rent expense $ 387 $ 537 |
Schedule Of Future Minimum Rental Payments For Operating Leases Table | A summary of non-cancelable future minimum operating lease payments under these leases as of March 31, 2022 is as follows: Year Ended December 31, Amount Remainder of 2022 $ 1,119 2023 1,198 2024 1,012 2025 1,023 2026 144 Thereafter 257 Total $ 4,753 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements | The following table summarizes the maximum contingent consideration based on the acquisition agreements: Three Months Ended March 31, Contingent consideration 2022 2021 Maximum contingent consideration based on acquisition agreements $ 3,000 $ 1,000 |
Schedule Of Related-party Rent Expense | Total related-party rent expense included in center costs, excluding depreciation and amortization in the unaudited consolidated statements of operations amounted to: Three Months Ended March 31, 2022 2021 Rent expense $ 387 $ 537 |
Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements | The following table presents changes to the Company’s contingent consideration balance: March 31, 2022 December 31, 2021 Beginning balance $ 17,430 $ 16,414 Additions related to acquisitions 2,470 10,685 Payments of contingent consideration ( 5,720 ) ( 12,279 ) Loss on remeasurement 434 2,610 Ending balance $ 14,614 $ 17,430 |
Schedule Of Related-party Rent Expense | Total third-party rent expense amounted to as follows in the unaudited consolidated statements of operations: Three Months Ended March 31, 2022 2021 Center costs, excluding depreciation and amortization $ 11,020 $ 6,403 General and administrative expenses 139 175 Total rent expense $ 11,159 $ 6,578 |
Summary of Future Minimum Lease Payments | A summary of non-cancellable future minimum third-party operating lease payments under these leases as of March 31, 2022 is as follows: Year Ended December 31, Amount Remainder of 2022 $ 37,230 2023 50,462 2024 46,855 2025 43,110 2026 38,263 Thereafter 54,601 Total $ 270,521 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 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): Three Months Ended March 31, 2022 2021 Net loss available to common stockholders'/members' $ ( 62,328 ) $ ( 45,432 ) Weighted-average shares used to compute basic and diluted 350,849 305,538 Net loss per share, basic and diluted $ ( 0.18 ) $ ( 0.15 ) |
Computation of Diluted Net Loss per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share: Three Months Ended RSAs 23,270 RSUs 15,759 39,029 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2021 | Jun. 14, 2021 | Mar. 31, 2022 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Organisation incorporated date | Jan. 28, 2021 | ||
Life Stance Health Foundation [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Issuance of common , Shares | 500,000 | ||
Cash payment for restructuring | $ 1,000 | ||
Aggregate cost | $ 10,000 | ||
LifeStance TopCo | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of units converted | 1,046,196,000 | ||
LifeStance [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Payments of 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 Subject To Service-Based Vesting [Member] | |||
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 | ||
Class B Profits Interests Units [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Number of units converted | 152,620 | ||
Selling Shareholders [Member] | Common Stock [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Issuance of common , Shares | 7,200,000 | ||
Shares offering, price per share | $ 18 | ||
IPO | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Shares offering, price per share | $ 18 | ||
IPO | LifeStance [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Issuance of common , Shares | 32,800,000 | ||
Over-Allotment Option | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Issuance of common , Shares | 6,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Acquisition of Non Medical Assets | 100.00% |
TPG Acquisition - Additional In
TPG Acquisition - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Common Stock, Shares, Issued | 374,323,000 | 374,255,000 | |
Total consideration transferred | $ 25,795 | $ 1,508 | |
Common Stock, par value | $ 0.01 | $ 0.01 | |
Goodwill | $ 1,229,303 | $ 1,204,544 | |
Additional Cash Payment Related to a Working Capital Adjustment | $ 58 |
TPG Acquisition - Summary of Bu
TPG Acquisition - Summary of Business Consideration Trnsferred (Detaills) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total consideration transferred | $ 25,795 | $ 1,508 |
TPG Acquisition - Summary of Re
TPG Acquisition - Summary of Recognized Asset acquired and Liability Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,229,303 | $ 1,204,544 |
Current portion of contingent consideration | 14,614 | 17,430 |
Current portion of contingent consideration | $ 13,491 | $ 14,123 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - Facility | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combinations [Abstract] | ||
Acquisitions of outpatient mental health practices | 2 | 1 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Transferred (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total consideration transferred | $ 25,795 | $ 1,508 |
Outpatient Mental Health Practices | ||
Business Acquisition [Line Items] | ||
Cash consideration | 23,325 | 700 |
Class A-2 Common Units [Member] | Outpatient Mental Health Practices | ||
Business Acquisition [Line Items] | ||
Contingent consideration, at initial fair value | $ 2,470 | $ 808 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combinations [Abstract] | ||
Cash | $ 421 | $ 40 |
Patient accounts receivable | 486 | 284 |
Property and equipment | 34 | 18 |
Prepaid expenses and other current assets | 64 | 6 |
Deposits | 3 | 5 |
Intangible assets | 782 | 125 |
Goodwill | 24,701 | 1,117 |
Total assets acquired | 26,491 | 1,595 |
Total liabilities assumed | 696 | 87 |
Fair value of net assets | $ 25,795 | $ 1,508 |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Values of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Acquired intangible assets, Fair value | $ 782 | $ 125 | |
Regional Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets, Fair value | [1] | 342 | 77 |
Non-Competition Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets, Fair value | [2] | $ 440 | $ 48 |
[1] | Useful lives for regional trade names are 5 years . | ||
[2] | Useful lives for non-competition agreements are 5 years . |
Acquisitions - Schedule of Fa_3
Acquisitions - Schedule of Fair Values of Acquired Intangible Assets (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Regional Trade Names [Member] | |
Business Acquisition [Line Items] | |
Useful lives for acquired intangible assets | 5 years |
Non-Competition Agreements [Member] | |
Business Acquisition [Line Items] | |
Useful lives for acquired intangible assets | 5 years |
Acquisitions - Schedule of Maxi
Acquisitions - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contingent Consideration [Member] | ||
Business Acquisition [Line Items] | ||
Maximum contingent consideration based on acquisition agreements | $ 3,000 | $ 1,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 363,449 | $ 362,667 |
Accumulated Amortization | (72,269) | (62,312) |
Net Carrying Amount | 291,180 | 300,355 |
Regional Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,759 | 34,417 |
Accumulated Amortization | (11,359) | (9,633) |
Net Carrying Amount | $ 23,400 | $ 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 | (19,707) | (17,090) |
Net Carrying Amount | $ 215,793 | $ 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 | $ 93,190 | $ 92,750 |
Accumulated Amortization | (41,203) | (35,589) |
Net Carrying Amount | $ 51,987 | $ 57,161 |
Intangible assets useful life | 4 years 2 months 12 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 9,957 | $ 9,619 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total | $ 196,180 | $ 171,768 |
Less: Accumulated depreciation | (25,253) | (19,526) |
Total property and equipment, net | 170,927 | 152,242 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | 109,524 | 87,807 |
Computers and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | 24,142 | 22,038 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | 25,814 | 20,286 |
Medical Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | 1,018 | 1,018 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 35,682 | $ 40,619 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 5,727 | $ 2,609 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Significant Assumptions Used for the Fair Value Measurement of the Contingent Consideration Liability (Details) | Mar. 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 | 0.0860 | 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 - Sum_2
Fair Value Measurements - Summary of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 14,614 | $ 17,430 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 14,614 | $ 17,430 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2022USD ($) |
Fair Value Disclosures [Abstract] | |
Materail assets or liabilities measured at fair value on a recurring basis | $ 0 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 1,204,544 |
Business acquisitions | 24,701 |
Measurement period adjustment | 58 |
Ending balance | $ 1,229,303 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Term loans | $ 177,380 | $ 157,416 |
Less: Current portion of long-term debt | (1,323) | (1,323) |
Less: Unamortized debt issue costs | (2,196) | (2,491) |
Total | 180,899 | 161,230 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Total | 70,427 | 70,665 |
Delayed Drawn Loans | ||
Debt Instrument [Line Items] | ||
Total | 90,472 | 90,565 |
Revolving Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 20,000 | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | May 14, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | $ 196,950 | $ 186,497 | |
Long-term Debt, Maturities, Repayment Terms | May 14, 2026 | ||
May 2020 Credit Agreement [Member] | Revolving Credit Facility Member | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 20,000 | ||
Unused revolving loan commitment fee percentage | 0.005 | ||
Revolving loan outstanding amount | $ 20,000 | ||
Revolving loan,expiration date | May 14, 2025 | ||
London Interbank Offered Rate (LIBOR) [Member] | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Minimum | May 2020 Credit Agreement [Member] | Revolving Credit Facility Member | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.50% | ||
London Interbank Offered Rate (LIBOR) [Member] | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 7.09% | ||
London Interbank Offered Rate (LIBOR) [Member] | Maximum | May 2020 Credit Agreement [Member] | Revolving Credit Facility Member | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.75% |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 3,441 | $ 8,632 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments on Long Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 992 | |
2023 | 1,323 | |
2024 | 1,323 | |
2025 | 21,323 | |
2026 | 155,938 | |
Total | $ 180,899 | $ 161,230 |
TOTAL REVENUES - Schedule of Re
TOTAL REVENUES - Schedule of Revenue From Patients And Third - Party Payors (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 203,095 | $ 143,132 |
% of Total Revenue | 100.00% | 100.00% |
Commercial | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 183,609 | $ 128,258 |
% of Total Revenue | 91.00% | 90.00% |
Government | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 8,833 | $ 5,723 |
% of Total Revenue | 4.00% | 4.00% |
Self-pay | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 8,375 | $ 7,764 |
% of Total Revenue | 4.00% | 5.00% |
Total patient service revenue | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 200,817 | $ 141,745 |
% of Total Revenue | 99.00% | 99.00% |
Nonpatient service revenue | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Amount | $ 2,278 | $ 1,387 |
% of Total Revenue | 1.00% | 1.00% |
TOTAL REVENUES - Schedule of Pe
TOTAL REVENUES - Schedule of Percentage Of Revenue From Insurance Companies (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
% of Total Revenue | 100.00% | 100.00% |
Top five commercial payors | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
% of Total Revenue | 54.00% | 65.00% |
Top one payor | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
% of Total Revenue | 19.00% | 20.00% |
Top two payor | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
% of Total Revenue | 14.00% | 17.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Benefit for income taxes | $ 6,676 | $ 2,761 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rates (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Effective tax rate | 9.70% | 24.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | 21.00% | |
Effective tax rate due to its valuation allowance | $ 0 | $ 0 |
Stock And Unit-Based Compensa_3
Stock And Unit-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2021shares | Mar. 31, 2022USD ($)shares | Jan. 01, 2022shares | Jan. 01, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensattion expense | $ | $ 244,356 | |||
Unrecognized compensattion expense, weighted-average period | 1 year 7 months 6 days | |||
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 beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year. | |||
Common Stock, Capital Shares Reserved for Future Issuance | 18,713 | |||
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. On January 1, 2022, the number of shares of common stock reserved and available for issuance under the ESPP increased by 3,743 shares. | |||
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 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 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 |
Stock And Unit-Based Compensa_4
Stock And Unit-Based Compensation - Summary of Restricted Stock Awards (RSA) Activity (Details) - Restricted Stock Award | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding | shares | 23,501,000 |
Vested | shares | (203,000) |
forfeited | shares | 28,000 |
Outstanding | shares | 23,270,000 |
Outstanding | $ / shares | $ 11.98 |
Vested | $ / shares | 11.98 |
Forfeited | $ / shares | 11.98 |
Outstanding | $ / shares | $ 11.98 |
Stock And Unit-Based Compensa_5
Stock And Unit-Based Compensation - Summary of Restricted Stock Unit (RSU) Activity (Details) - Restricted Stock Unit | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding | shares | 6,031,000 |
Granted | shares | 10,021,000 |
Vested | shares | (96,000) |
Canceled and forfeited | shares | 197,000 |
Outstanding | shares | 15,759,000 |
Outstanding | $ / shares | $ 17.95 |
Granted | $ / shares | 8.45 |
Vested | $ / shares | 17.22 |
Forfeited | $ / shares | 8.61 |
Outstanding | $ / shares | $ 12.01 |
Stock And Unit-Based Compensa_6
Stock And Unit-Based Compensation - Summary of Class B Profits Interests General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 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 | $ 59,855 | $ 605 |
Stockholders'_Members' Equity -
Stockholders'/Members' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 14, 2021 | Jun. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 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 | |||
IPO | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Shares Issued, Price Per Share | $ 18 | |||
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 | 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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022Facility | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | |
Subsidiary Or Equity Method Investee [Line Items] | |||
Number of office facilities | Facility | 19 | ||
Clinicians expiration | 2030 | ||
Related-party management fees | $ 89 | ||
Management fee | $ 0 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Rent Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Rent expense | $ 387 | $ 537 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Related Party Transactions [Abstract] | |
Remainder of 2022 | $ 1,119 |
2023 | 1,198 |
2024 | 1,012 |
2025 | 1,023 |
2026 | 144 |
Thereafter | 257 |
Total | $ 4,753 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Beginning Balance | $ 17,430 | $ 16,414 |
Additions related to acquisitions | 2,470 | 10,685 |
Payments of contingent consideration | (5,720) | (12,279) |
Loss (gain) on remeasurement | 434 | 2,610 |
Ending Balance | $ 14,614 | $ 17,430 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expiration year | 2032 |
Medical malpractice insurance, coverage per claim limit | $ 3,000 |
Medical malpractice insurance, annual coverage per clinician | $ 8,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Related-party Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Total rent expense | $ 11,159 | $ 6,578 |
Center Costs Excluding Depreciation and Amortization | ||
Loss Contingencies [Line Items] | ||
Total rent expense | 11,020 | 6,403 |
General And Administrative Expense | ||
Loss Contingencies [Line Items] | ||
Total rent expense | $ 139 | $ 175 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |
Remainder of 2022 | $ 1,119 |
2023 | 1,198 |
2024 | 1,012 |
2025 | 1,023 |
2026 | 144 |
Thereafter | 257 |
Total | 4,753 |
Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Remainder of 2022 | 37,230 |
2023 | 50,462 |
2024 | 46,855 |
2025 | 43,110 |
2026 | 38,263 |
Thereafter | 54,601 |
Total | $ 270,521 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss available to common stockholders'/members' | $ (62,328) | $ (45,432) |
Weighted-average shares used to compute basic and diluted net loss per share | 350,849 | 305,538 |
Net loss per share, basic and diluted | $ (0.18) | $ (0.15) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Diluted Net Loss per Share (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net loss per share | 39,029 |
Restricted Stock Awards (RSAs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net loss per share | 23,270 |
Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Diluted net loss per share | 15,759 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 2,600,000 | |
Contingent consideration | $ 1,050,000 | |
Subsequent Event [Member] | Delayed Drawn Loans [Member] | ||
Business Acquisition [Line Items] | ||
Notes And Loans Payable | $ 100,000 | |
Subsequent Event [Member] | Delayed Drawn Loans [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
Business Acquisition [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.50% | |
Subsequent Event [Member] | Term Loans [Member] | ||
Business Acquisition [Line Items] | ||
Notes And Loans Payable | $ 200,000 | |
Subsequent Event [Member] | Revolving Loan [Member] | ||
Business Acquisition [Line Items] | ||
Notes And Loans Payable | $ 50,000 | |
Subsequent Event [Member] | Revolving Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||
Business Acquisition [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.25% |