Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Entity Registrant Name | LifeStance Health Group, Inc. | |
Entity Central Index Key | 0001845257 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | LFST | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 382,622,704 | |
Entity File Number | 001-40478 | |
Entity Tax Identification Number | 86-1832801 | |
Entity Address, Address Line Two | Suite 2500 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4800 N. Scottsdale Road | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85251 | |
City Area Code | 602 | |
Local Phone Number | 767-2100 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 86,969 | $ 78,824 |
Patient accounts receivable, net | 167,220 | 125,405 |
Prepaid expenses and other current assets | 23,559 | 21,502 |
Total current assets | 277,748 | 225,731 |
NONCURRENT ASSETS | ||
Property and equipment, net | 175,941 | 188,222 |
Right-of-use assets | 160,214 | 170,703 |
Intangible assets, net | 200,058 | 221,072 |
Goodwill | 1,293,346 | 1,293,346 |
Other noncurrent assets | 12,044 | 10,895 |
Total noncurrent assets | 1,841,603 | 1,884,238 |
Total assets | 2,119,351 | 2,109,969 |
CURRENT LIABILITIES | ||
Accounts payable | 9,973 | 7,051 |
Accrued payroll expenses | 122,578 | 102,478 |
Other accrued expenses | 38,488 | 35,012 |
Contingent consideration | 3,809 | 8,169 |
Operating lease liabilities, current | 49,187 | 46,475 |
Other current liabilities | 3,624 | 3,688 |
Total current liabilities | 227,659 | 202,873 |
NONCURRENT LIABILITIES | ||
Long-term debt, net | 279,459 | 280,285 |
Operating lease liabilities, noncurrent | 165,751 | 181,357 |
Deferred tax liability, net | 15,884 | 15,572 |
Other noncurrent liabilities | 571 | 952 |
Total noncurrent liabilities | 461,665 | 478,166 |
Total liabilities | 689,324 | 681,039 |
COMMITMENTS AND CONTINGENCIES (see Note 12) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock - par value $0.01 per share; 25,000 shares authorized as of June 30, 2024 and December 31, 2023; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock - par value $0.01 per share; 800,000 shares authorized as of June 30, 2024 and December 31, 2023; 383,314 and 378,725 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 3,833 | 3,789 |
Additional paid-in capital | 2,228,771 | 2,183,684 |
Accumulated other comprehensive income | 2,643 | 2,303 |
Accumulated deficit | (805,220) | (760,846) |
Total stockholders' equity | 1,430,027 | 1,428,930 |
Total liabilities and stockholders' equity | $ 2,119,351 | $ 2,109,969 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 383,314,000 | 378,725,000 |
Common Stock, Shares, Outstanding | 383,314,000 | 378,725,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
TOTAL REVENUE | $ 312,331 | $ 259,578 | $ 612,768 | $ 512,167 |
OPERATING EXPENSES | ||||
Center costs, excluding depreciation and amortization shown separately below | 214,525 | 186,607 | 420,236 | 369,594 |
General and administrative expenses | 95,153 | 101,854 | 184,087 | 186,480 |
Depreciation and amortization | 18,600 | 19,530 | 41,164 | 38,599 |
Total operating expenses | 328,278 | 307,991 | 645,487 | 594,673 |
LOSS FROM OPERATIONS | (15,947) | (48,413) | (32,719) | (82,506) |
OTHER EXPENSE | ||||
(Loss) gain on remeasurement of contingent consideration | (55) | 1,539 | 1,960 | 2,576 |
Transaction costs | (792) | (3) | (792) | (89) |
Interest expense, net | (5,823) | (5,119) | (11,726) | (10,211) |
Other expense | (4) | (24) | (78) | (69) |
Total other expense | (6,674) | (3,607) | (10,636) | (7,793) |
LOSS BEFORE INCOME TAXES | (22,621) | (52,020) | (43,355) | (90,299) |
INCOME TAX (PROVISION) BENEFIT | (656) | 6,542 | (1,019) | 10,579 |
NET LOSS | $ (23,277) | $ (45,478) | $ (44,374) | $ (79,720) |
NET LOSS PER SHARE, BASIC | $ (0.06) | $ (0.13) | $ (0.12) | $ (0.22) |
NET LOSS PER SHARE, DILUTED | $ (0.06) | $ (0.13) | $ (0.12) | $ (0.22) |
Weighted-average shares used to compute basic net loss per share | 379,427 | 363,161 | 377,880 | 362,039 |
Weighted-average shares used to compute diluted net loss per share | 379,427 | 363,161 | 377,880 | 362,039 |
Net Income (Loss) | $ (23,277) | $ (45,478) | $ (44,374) | $ (79,720) |
OTHER COMPREHENSIVE (LOSS) INCOME | ||||
Unrealized (losses) gains on cash flow hedge, net of tax | (243) | 2,147 | 340 | 877 |
COMPREHENSIVE LOSS | $ (23,520) | $ (43,331) | $ (44,034) | $ (78,843) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2022 | $ 1,518,723 | $ 3,761 | $ 2,084,324 | $ 3,274 | $ (572,636) |
Shares, Outstanding at Dec. 31, 2022 | 375,964,000 | ||||
Net Income (Loss) | (79,720) | (79,720) | |||
Adoption of ASU 2016-13 | (1,948) | (1,948) | |||
Issuance of common stock upon vesting of restricted stock units | $ 40 | (40) | |||
Issuance of common stock upon vesting of restricted stock units, Shares | 4,006,000 | ||||
Forfeitures, value | (3,399) | $ (19) | (3,380) | ||
Forfeitures, shares | (1,965,000) | ||||
Other comprehensive income loss | 877 | 877 | |||
Stock-based compensation expense | 60,343 | 60,343 | |||
Balance at Jun. 30, 2023 | 1,494,876 | $ 3,782 | 2,141,247 | 4,151 | (654,304) |
Shares, Outstanding at Jun. 30, 2023 | 378,005,000 | ||||
Balance at Mar. 31, 2023 | 1,505,129 | $ 3,767 | 2,108,184 | 2,004 | (608,826) |
Shares, Outstanding at Mar. 31, 2023 | 376,537,000 | ||||
Net Income (Loss) | (45,478) | (45,478) | |||
Issuance of common stock upon vesting of restricted stock units | $ 23 | (23) | |||
Issuance of common stock upon vesting of restricted stock units, Shares | 2,295,000 | ||||
Forfeitures, value | (34) | $ (8) | (26) | ||
Forfeitures, shares | (827,000) | ||||
Other comprehensive income loss | 2,147 | 2,147 | |||
Stock-based compensation expense | 33,112 | 33,112 | |||
Balance at Jun. 30, 2023 | 1,494,876 | $ 3,782 | 2,141,247 | 4,151 | (654,304) |
Shares, Outstanding at Jun. 30, 2023 | 378,005,000 | ||||
Balance at Dec. 31, 2023 | 1,428,930 | $ 3,789 | 2,183,684 | 2,303 | (760,846) |
Shares, Outstanding at Dec. 31, 2023 | 378,725,000 | ||||
Net Income (Loss) | (44,374) | (44,374) | |||
Issuance of common stock upon vesting of restricted stock units | $ 70 | (70) | |||
Issuance of common stock upon vesting of restricted stock units, Shares | 7,063,000 | ||||
Forfeitures, value | $ (26) | 26 | |||
Forfeitures, shares | (2,474,000) | ||||
Other comprehensive income loss | 340 | 340 | |||
Stock-based compensation expense | 45,131 | 45,131 | |||
Balance at Jun. 30, 2024 | 1,430,027 | $ 3,833 | 2,228,771 | 2,643 | (805,220) |
Shares, Outstanding at Jun. 30, 2024 | 383,314,000 | ||||
Balance at Mar. 31, 2024 | 1,428,997 | $ 3,821 | 2,204,233 | 2,886 | (781,943) |
Shares, Outstanding at Mar. 31, 2024 | 382,105,000 | ||||
Net Income (Loss) | (23,277) | (23,277) | |||
Issuance of common stock upon vesting of restricted stock units | $ 14 | (14) | |||
Issuance of common stock upon vesting of restricted stock units, Shares | 1,376,000 | ||||
Forfeitures, value | $ (2) | 2 | |||
Forfeitures, shares | (167,000) | ||||
Other comprehensive income loss | (243) | (243) | |||
Stock-based compensation expense | 24,550 | 24,550 | |||
Balance at Jun. 30, 2024 | $ 1,430,027 | $ 3,833 | $ 2,228,771 | $ 2,643 | $ (805,220) |
Shares, Outstanding at Jun. 30, 2024 | 383,314,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (44,374) | $ (79,720) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 41,164 | 38,599 |
Non-cash operating lease costs | 19,476 | 20,263 |
Stock-based compensation | 45,131 | 56,944 |
Amortization of discount and debt issue costs | 844 | 1,076 |
Gain on remeasurement of contingent consideration | (1,960) | (2,576) |
Other, net | 191 | 2,708 |
Change in operating assets and liabilities, net of businesses acquired: | ||
Patient accounts receivable, net | (41,815) | (20,558) |
Prepaid expenses and other current assets | (2,762) | (15,176) |
Accounts payable | 3,208 | (5,395) |
Accrued payroll expenses | 20,100 | 5,158 |
Operating lease liabilities | (22,082) | (16,929) |
Other accrued expenses | 5,101 | 7,282 |
Net cash provided by (used in) operating activities | 22,222 | (8,324) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (10,214) | (19,310) |
Acquisitions of businesses, net of cash acquired | 0 | (19,820) |
Net cash used in investing activities | (10,214) | (39,130) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 0 | 25,000 |
Payments of debt issue costs | 0 | (188) |
Payments of long-term debt | (1,463) | (1,173) |
Payments of contingent consideration | (2,400) | (5,201) |
Net cash (used in) provided by financing activities | (3,863) | 18,438 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,145 | (29,016) |
Cash and Cash Equivalents - Beginning of period | 78,824 | 108,621 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 86,969 | 79,605 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest, net | 12,626 | 9,830 |
Cash paid for taxes, net of refunds | (154) | 313 |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Contingent consideration incurred in acquisitions of businesses | 0 | 1,985 |
Acquisition of property and equipment included in liabilities | $ 1,726 | $ 6,238 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (23,277) | $ (45,478) | $ (44,374) | $ (79,720) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During our fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). In Item 5 of Part II of our Quarterly Report on Form 10-Q for the period ended March 31, 2024, we inadvertently omitted the disclosure of a new Rule 10b5-1 trading plan entered into by Danish Qureshi. The terms of this 10b5-1 trading plan are described below. Danish Qureshi , Former President and Chief Operating Officer On March 15, 2024 , Danish Qureshi, our former President and Chief Operating Officer, entered into a Rule 10b5-1 trading plan that provides that Mr. Qureshi, acting through a broker, may sell up to an aggregate of 9,000,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from June 14, 2024 to June 30, 2025 . The plan is scheduled to terminate on June 30, 2025 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Qureshi or the broker, or as otherwise provided in the plan. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Danish Qureshi [Member] | |
Trading Arrangements, by Individual | |
Name | Danish Qureshi |
Title | Former President and Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 15, 2024 |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | June 30, 2025 |
Expiration Date | June 30, 2025 |
Arrangement Duration | 381 days |
Aggregate Available | 9,000,000,000 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2024 | |
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" or 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. During the six months ended June 30, 2024, there have been no significant changes to these policies. 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, its wholly-owned subsidiaries and variable interest entities ("VIEs") in which LifeStance 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, 2023 in the Company's Annual Report on Form 10-K. 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 an appropriately licensed 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. 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 June 30, 2024 and December 31, 2023 . Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 is effective for public companies for annual periods beginning on or after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will apply retrospectively to all prior periods presented in the financial statements. The Company is in process of evaluating the impact of adoption of ASU 2023-07 on the Company's consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will apply on a prospective basis and retrospective application is permitted. The Company is in process of evaluating the impact of adoption of ASU 2023-09 on the Company's consolidated financial statements and disclosures. |
Total Revenue
Total Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenues [Abstract] | |
Total Revenue | NOTE 3 TOTAL REVENUE The Company’s total revenue is dependent on a series of contracts with third-party payors, which is typical for providers in the healthcare industry. The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the payor mix with third-party payors, which have different reimbursement rates. The payor mix of fee-for-service revenue from patients and third-party payors consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Commercial $ 283,913 91 % $ 235,896 91 % $ 557,679 91 % $ 464,815 91 % Government 14,634 5 % 10,999 4 % 28,166 5 % 21,950 4 % Self-pay 11,291 3 % 10,384 4 % 21,612 3 % 20,131 4 % Total patient service 309,838 99 % 257,279 99 % 607,457 99 % 506,896 99 % Nonpatient service 2,493 1 % 2,299 1 % 5,311 1 % 5,271 1 % Total $ 312,331 100 % $ 259,578 100 % $ 612,768 100 % $ 512,167 100 % Among the commercial payors, the table below represents insurance companies that individually represented 10 % or more of revenue: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Payor A 17 % 19 % 17 % 19 % Payor B 16 % 13 % 15 % 13 % |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: June 30, 2024 December 31, 2023 Leasehold improvements $ 171,607 $ 170,212 Computers and peripherals 27,324 27,302 Internal-use software 8,096 7,197 Furniture, fixtures and equipment 43,198 42,316 Medical equipment 842 842 Construction in process 6,472 9,037 Total $ 257,539 $ 256,906 Less: Accumulated depreciation ( 81,598 ) ( 68,684 ) Total property and equipment, net $ 175,941 $ 188,222 Depreciation expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Depreciation expense $ 10,129 $ 9,354 $ 20,150 $ 18,250 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | NOTE 5 LEASES The Company leases its office facilities and office equipment which are accounted for as operating leases. Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term fro m one to seven years . The components of lease expense for the Company's operating leases in its unaudited consolidated statements of operations and comprehensive loss were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease costs $ 13,732 $ 14,264 $ 27,414 $ 28,572 Variable lease costs and short-term lease costs were no t material. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years) 4.3 4.6 Weighted-average discount rate 7.33 % 7.11 % Supplemental cash flow information related to operating leases was as follows: Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 32,178 $ 30,995 Noncash lease activity Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 9,177 $ 14,554 The future minimum lease payments under noncancellable operating leases as of June 30, 2024 are as follows: Year Ended December 31, Amount Remainder of 2024 $ 30,349 2025 64,448 2026 57,174 2027 43,502 2028 30,942 Thereafter 26,122 Total lease payments $ 252,537 Less: imputed interest ( 37,599 ) Total lease liabilities $ 214,938 Related party lease transactions were not material as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023. Real Estate Optimization and Restructuring Charges In 2023, the Company announced a strategic re-focus, to prioritize resources and close certain centers as a direct result of changes to the Company's business model driven by a shift to more virtual visits initiated by the COVID-19 pandemic. The Company substantially completed a significant reduction in physical space and exited several underoccupied offices by both negotiating terminations of and abandoning certain real estate leases during the year ended December 31, 2023. The Company accounts for real estate optimization restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations and ASC 360-10, Property, Plant, and Equipment . The costs are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2023, the Company recorded $ 3,720 of office space reductions, including primarily of $ 2,339 of right-of-use asset impairment and $ 300 of property and equipment disposal and impairment costs. The portion of these amounts to be settled by cash disbursements was accounted for as an exit cost liability within other current liabilities and other noncurrent liabilities within the unaudited consolidated balance sheets and are not material as of June 30, 2024 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 6 GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill was $ 1,293,346 as of June 30, 2024 and December 31, 2023. There have been no changes to the goodwill carrying value during the period. Intangible Assets Intangible assets consist of the following: June 30, 2024 Gross Accumulated Net Weighted Regional trade names $ 36,694 $ ( 33,217 ) $ 3,477 4.0 LifeStance trade names 235,500 ( 43,256 ) 192,244 22.5 Non-competition agreements 94,535 ( 90,198 ) 4,337 4.2 Total intangible assets $ 366,729 $ ( 166,671 ) $ 200,058 December 31, 2023 Gross Accumulated Net Weighted Regional trade names $ 36,694 $ ( 26,399 ) $ 10,295 5.0 LifeStance trade names 235,500 ( 38,024 ) 197,476 22.5 Non-competition agreements 94,535 ( 81,234 ) 13,301 4.2 Total intangible assets $ 366,729 $ ( 145,657 ) $ 221,072 Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense $ 8,471 $ 10,176 $ 21,014 $ 20,349 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 7 BUSINESS COMBINATIONS During the six months ended June 30, 2023, the Company completed the acquisitions of 3 outpatient mental health practices. There were no completed acquisitions during the three and six months ended June 30, 2024. 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: Six Months Ended June 30, 2023 Cash consideration $ 20,000 Contingent consideration, at initial fair value 1,985 Total consideration transferred $ 21,985 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 fair values of assets acquired and liabilities assumed as of the dates of acquisition: Six Months Ended Allocation of Purchase Price June 30, 2023 Cash $ 181 Patient accounts receivable 372 Prepaid expenses and other current assets 138 Property and equipment 221 Right-of-use assets 368 Other noncurrent assets 22 Intangible assets 843 Goodwill 20,733 Total assets acquired 22,878 Total liabilities assumed 893 Fair value of net assets $ 21,985 The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations. The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition: Six Months Ended June 30, 2023 Regional trade names (1) $ 435 Non-competition agreements (2) 408 Total $ 843 (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 8). The following table summarizes the maximum contingent consideration based on the acquisition agreements: Six Months Ended Contingent consideration June 30, 2023 Maximum contingent consideration based on acquisition agreements $ 2,650 Goodwill Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 FAIR VALUE MEASUREMENTS Contingent Consideration The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. The following is the summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of June 30, 2024 and December 31, 2023. Valuation Technique Range of Significant Assumptions June 30, 2024 December 31, 2023 Probability-weighted analysis Probability 0 % - 100 % 0 % - 100 % based earn-outs Discount rate 9.7 % 9.7 % As of June 30, 2024 and December 31, 2023, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. Hedging Activities The Company uses derivative financial instruments, including an interest rate swap, for hedging and non-trading purposes to manage its exposure to changes in interest rates. The Company entered into a hedge transaction (interest rate swap) using a derivative financial instrument for the purpose of hedging the Company’s exposure to interest rate risks, which the contractual terms of the hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. The objective of entering into the interest rate swap is to eliminate the variability of cash flows in the Secured Overnight Financing Rate ("SOFR") interest payments associated with the variable-rate loan over the life of the loan. In August 2022, the Company entered into an interest rate swap agreement to pay a fixed rate of 3.24 % on a total notional value of $ 189,000 of debt. As a result of the interest rate swap, 94.5 % of the term loan previously exposed to interest rate risk from changes in SOFR is now hedged against the interest rate swap at a fixed rate. The interest rate swap matures on September 30, 2025. As of June 30, 2024, the notional value was $ 185,693 . As changes in interest rates impact the future cash flow of interest payments, the hedge provides a synthetic offset to interest rate movements. The Company used the income approach to value the derivative for the interest rate swap using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. This derivative instrument (interest rate swap) is designated and qualifies as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income. Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense, net. The cash flows from the derivative treated as a cash flow hedge is classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged. For the three and six months ended June 30, 2024 and 2023, the Company included immaterial gains on the hedged instrument (variable-rate borrowings) in the same line item (interest expense, net) as the offsetting gain on the related interest rate swap in the unaudited consolidated statements of operations and comprehensive loss. The following table summarizes the location of the interest rate swap in the unaudited consolidated balance sheets: Consolidated balance sheets location June 30, 2024 December 31, 2023 Interest rate swap Other noncurrent assets $ 3,584 $ 2,931 The amount of estimated cash flow hedge unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not material. Fair Value Measured on a Recurring Basis The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis: June 30, 2024 December 31, 2023 Assets Measured at Fair Value Money market funds $ 70,000 $ 64,766 Level 1 $ 70,000 $ 64,766 Interest rate swap asset $ 3,584 $ 2,931 Level 2 $ 3,584 $ 2,931 Total assets measured at fair value $ 73,584 $ 67,697 Liabilities Measured at Fair Value Contingent consideration liability: Beginning balance $ 8,169 $ 17,824 Additions related to acquisitions — 1,985 Payments of contingent consideration ( 2,400 ) ( 7,668 ) Gain on remeasurement ( 1,960 ) ( 3,972 ) Ending balance 3,809 8,169 Level 3 $ 3,809 $ 8,169 Total liabilities measured at fair value $ 3,809 $ 8,169 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 9 LONG-TERM DEBT On May 4, 2022, the Company entered into a credit agreement, as amended (the “2022 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto. The 2022 Credit Agreement established commitments in respect of a term loan facility of $ 200,000 , a revolving loan facility of up to $ 50,000 and a delayed draw term loan facility of up to $ 100,000 . The commitments under the term loan facility and the revolving facility were available to be drawn on May 16, 2022. The Company borrowed $ 200,000 in term loans on that date, with a maturity date of May 16, 2028 . The remaining commitments under the delayed draw term loan facility are scheduled to terminate on the earlier of the date on which the commitment has been reduced to zero or August 14, 2024 . Once drawn upon, the delayed draw term loan facility has a maturity date of May 16, 2028. The loans under the term loan facility and the delayed draw term loan facility bear interest at a rate per annum equal to (x) adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75 %) plus an applicable margin of 4.50 % or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50 % above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75 %) plus 1.00 %) plus an applicable margin of 3.50 %. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027 . The 2022 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at June 30, 2024 and December 31, 2023. Long-term debt consists of the following: June 30, 2024 December 31, 2023 Term loans $ 196,500 $ 197,500 Delayed Draw term loans 91,531 91,994 Total long-term debt 288,031 289,494 Less: Current portion of long-term debt ( 2,925 ) ( 2,925 ) Less: Unamortized discount and debt issue costs (1) ( 5,647 ) ( 6,284 ) Total Long-Term Debt, Net of Current Portion $ 279,459 $ 280,285 (1) The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the unaudited consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the unaudited consolidated balance sheets. The current portion of long-term debt is included within other current liabilities on the unaudited consolidated balance sheets. Interest expense, net consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense, net $ 5,823 $ 5,119 $ 11,726 $ 10,211 Future principal payments on long-term debt as of June 30, 2024 are as follows: Year Ended December 31, Amount Remainder of 2024 $ 1,463 2025 2,925 2026 2,925 2027 2,925 2028 277,793 Total $ 288,031 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 June 30, 2024 and December 31, 2023 was $ 305,968 and $ 304,955 , respectively. Revolving Loan Under the 2022 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $ 50,000 . Any borrowing on the revolving loan under the 2022 Credit Agreement is due in full on May 16, 2027 . The revolving loan bears interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25 % or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50 % above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00 %) plus an applicable margin of 2.25 %. The unused revolving loan incurs a commitment fee of 0.50 % per annum. There are no amounts outstanding on the revolving loan as of June 30, 2024 and December 31, 2023 . |
Stock - Based Compensation
Stock - Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | NOTE 10 STOCK-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”). 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. On January 1, 2024, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,936 shares. Restricted Stock Awards ("RSA") The following is a summary of RSA transactions as of and for the six months ended June 30, 2024: Unvested Shares Weighted-Average Unvested, December 31, 2023 5,479 $ 11.98 Vested ( 13 ) 11.98 Forfeited ( 2,474 ) 11.98 Unvested, June 30, 2024 2,992 $ 11.98 Restricted Stock Units ("RSU") The following is a summary of RSU transactions as of and for the six months ended June 30, 2024: Unvested Shares Weighted-Average Outstanding, December 31, 2023 23,378 $ 7.24 Granted 13,176 6.96 Vested ( 7,063 ) 8.42 Canceled and forfeited ( 3,517 ) 7.22 Outstanding, June 30, 2024 25,974 $ 6.78 Stock Options The following is a summary of stock option activity as of and for the six months ended June 30, 2024: Number of Options Weighted-Average Weighted-Average Aggregate Intrinsic Value Outstanding, December 31, 2023 13,476 $ 7.42 8.70 $ 5,565 Granted — — Exercised — — — Canceled and forfeited — — Outstanding, June 30, 2024 13,476 $ 7.42 6.93 $ — Exercisable at June 30, 2024 1,123 $ 7.42 6.96 $ — Vested or expected to vest at June 30, 2024 13,476 $ 7.42 6.93 $ — Stock-Based Compensation Expense The Company recognized stock-based compensation expense related to RSAs, RSUs, and stock options within general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation expense $ 24,550 $ 33,078 $ 45,131 $ 56,944 As of June 30, 2024, the Company had $ 160,338 in unrecognized compensation expense related to all non-vested RSUs and stock options that will be recognized over the weighted-average remaining service period of 1.8 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 is more fully described in Note 11 in the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. As of June 30, 2024 , no shares of common stock have been purchased under the Company’s ESPP. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 INCOME TAXES The provision (benefit) for income taxes is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Provision (benefit) for income taxes $ 656 $ ( 6,542 ) $ 1,019 $ ( 10,579 ) The effective tax rates are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Effective tax rate ( 2.9 )% 12.6 % ( 2.3 )% 11.7 % The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21 % was prima rily the result of non-deductible equity awards. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 COMMITMENTS AND CONTINGENCIES 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 June 30, 2024 and December 31, 2023. Health Care Industry The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government healthcare program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violation of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various healthcare companies have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in companies entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Management believes that the Company is in substantial compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown or unasserted at this time. General Contingencies The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. There has been no significant reduction in insurance coverage from the previous year in any of the Company’s policies. Litigation The Company may be involved from time-to-time in legal actions relating to the ownership and operations of its business. Liabilities related to loss contingencies are recognized when the Company believes it is probable a liability has occurred and the amount can be reasonably estimated by management. In the first half of 2023, two related hybrid collective/class action lawsuits, captioned Armand et al. v. LifeStance Health Group, Inc. and Jessica McAfee et al. v. LifeStance Health Group, Inc. , were filed against the Company, in the United States District Court for the Middle District of Florida on January 1, 2023 and the United States District Court for the District of Arizona on June 22, 2023, respectively, by a putative collective or class representing employees of the Company related to advance on compensation and alleged underpayments for time worked. The lawsuit seeks unspecified monetary damages. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of June 30, 2024. On April 26, 2023, a class action litigation captioned Strong v. LifeStance Health Group, Inc. was filed in the United States District Court for the District of Arizona against the Company by a putative class representing users of the Company's website who allege various privacy-related claims premised on the Company's use of pixel technologies on its website. The lawsuit seeks unspecified monetary damages. The Company has moved to dismiss all claims. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of June 30, 2024 . |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 13 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: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss available to common stockholders' $ ( 23,277 ) $ ( 45,478 ) $ ( 44,374 ) $ ( 79,720 ) Weighted-average shares used to compute basic and 379,427 363,161 377,880 362,039 Net loss per share, basic and diluted $ ( 0.06 ) $ ( 0.13 ) $ ( 0.12 ) $ ( 0.22 ) The Company has issued potentially dilutive instruments in the form of RSAs, RSUs and stock options. The Company did not include any of these instruments in its calculation of diluted loss per share for the three and six months ended June 30, 2024 and 2023 because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 10 for the issued, vested and unvested RSAs, RSUs and stock options. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share: As of June 30, 2024 2023 RSAs 2,992 5,736 RSUs 25,974 25,809 Stock options 13,476 13,476 42,442 45,021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, its wholly-owned subsidiaries and variable interest entities ("VIEs") in which LifeStance 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, 2023 in the Company's Annual Report on Form 10-K. |
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 an appropriately licensed 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. 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 June 30, 2024 and December 31, 2023 . |
Recently Adopted Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 is effective for public companies for annual periods beginning on or after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will apply retrospectively to all prior periods presented in the financial statements. The Company is in process of evaluating the impact of adoption of ASU 2023-07 on the Company's consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will apply on a prospective basis and retrospective application is permitted. The Company is in process of evaluating the impact of adoption of ASU 2023-09 on the Company's consolidated financial statements and disclosures. |
Total Revenue (Tables)
Total Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Commercial $ 283,913 91 % $ 235,896 91 % $ 557,679 91 % $ 464,815 91 % Government 14,634 5 % 10,999 4 % 28,166 5 % 21,950 4 % Self-pay 11,291 3 % 10,384 4 % 21,612 3 % 20,131 4 % Total patient service 309,838 99 % 257,279 99 % 607,457 99 % 506,896 99 % Nonpatient service 2,493 1 % 2,299 1 % 5,311 1 % 5,271 1 % Total $ 312,331 100 % $ 259,578 100 % $ 612,768 100 % $ 512,167 100 % |
Schedule of percentage of revenue from insurance companies | Among the commercial payors, the table below represents insurance companies that individually represented 10 % or more of revenue: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Payor A 17 % 19 % 17 % 19 % Payor B 16 % 13 % 15 % 13 % |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: June 30, 2024 December 31, 2023 Leasehold improvements $ 171,607 $ 170,212 Computers and peripherals 27,324 27,302 Internal-use software 8,096 7,197 Furniture, fixtures and equipment 43,198 42,316 Medical equipment 842 842 Construction in process 6,472 9,037 Total $ 257,539 $ 256,906 Less: Accumulated depreciation ( 81,598 ) ( 68,684 ) Total property and equipment, net $ 175,941 $ 188,222 |
Schedule of Depreciation Expense | Depreciation expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Depreciation expense $ 10,129 $ 9,354 $ 20,150 $ 18,250 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense for the Company's operating leases in its unaudited consolidated statements of operations and comprehensive loss were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease costs $ 13,732 $ 14,264 $ 27,414 $ 28,572 Variable lease costs and short-term lease costs were no t material. The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years) 4.3 4.6 Weighted-average discount rate 7.33 % 7.11 % |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 32,178 $ 30,995 Noncash lease activity Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 9,177 $ 14,554 |
Summary of Future Minimum Lease Payments | The future minimum lease payments under noncancellable operating leases as of June 30, 2024 are as follows: Year Ended December 31, Amount Remainder of 2024 $ 30,349 2025 64,448 2026 57,174 2027 43,502 2028 30,942 Thereafter 26,122 Total lease payments $ 252,537 Less: imputed interest ( 37,599 ) Total lease liabilities $ 214,938 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consist of the following: June 30, 2024 Gross Accumulated Net Weighted Regional trade names $ 36,694 $ ( 33,217 ) $ 3,477 4.0 LifeStance trade names 235,500 ( 43,256 ) 192,244 22.5 Non-competition agreements 94,535 ( 90,198 ) 4,337 4.2 Total intangible assets $ 366,729 $ ( 166,671 ) $ 200,058 December 31, 2023 Gross Accumulated Net Weighted Regional trade names $ 36,694 $ ( 26,399 ) $ 10,295 5.0 LifeStance trade names 235,500 ( 38,024 ) 197,476 22.5 Non-competition agreements 94,535 ( 81,234 ) 13,301 4.2 Total intangible assets $ 366,729 $ ( 145,657 ) $ 221,072 |
Summary of Intangible Assets Amortization Expense | Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense $ 8,471 $ 10,176 $ 21,014 $ 20,349 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Summary Of Consideration Transferred | Total consideration transferred for these acquisitions consisted of the following: Six Months Ended June 30, 2023 Cash consideration $ 20,000 Contingent consideration, at initial fair value 1,985 Total consideration transferred $ 21,985 |
Schedule of Recognized Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the dates of acquisition: Six Months Ended Allocation of Purchase Price June 30, 2023 Cash $ 181 Patient accounts receivable 372 Prepaid expenses and other current assets 138 Property and equipment 221 Right-of-use assets 368 Other noncurrent assets 22 Intangible assets 843 Goodwill 20,733 Total assets acquired 22,878 Total liabilities assumed 893 Fair value of net assets $ 21,985 |
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: Six Months Ended June 30, 2023 Regional trade names (1) $ 435 Non-competition agreements (2) 408 Total $ 843 (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: Six Months Ended Contingent consideration June 30, 2023 Maximum contingent consideration based on acquisition agreements $ 2,650 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023. Valuation Technique Range of Significant Assumptions June 30, 2024 December 31, 2023 Probability-weighted analysis Probability 0 % - 100 % 0 % - 100 % based earn-outs Discount rate 9.7 % 9.7 % |
Schedule of Location of the Interest Rate Swap | The following table summarizes the location of the interest rate swap in the unaudited consolidated balance sheets: Consolidated balance sheets location June 30, 2024 December 31, 2023 Interest rate swap Other noncurrent assets $ 3,584 $ 2,931 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis: June 30, 2024 December 31, 2023 Assets Measured at Fair Value Money market funds $ 70,000 $ 64,766 Level 1 $ 70,000 $ 64,766 Interest rate swap asset $ 3,584 $ 2,931 Level 2 $ 3,584 $ 2,931 Total assets measured at fair value $ 73,584 $ 67,697 Liabilities Measured at Fair Value Contingent consideration liability: Beginning balance $ 8,169 $ 17,824 Additions related to acquisitions — 1,985 Payments of contingent consideration ( 2,400 ) ( 7,668 ) Gain on remeasurement ( 1,960 ) ( 3,972 ) Ending balance 3,809 8,169 Level 3 $ 3,809 $ 8,169 Total liabilities measured at fair value $ 3,809 $ 8,169 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | Long-term debt consists of the following: June 30, 2024 December 31, 2023 Term loans $ 196,500 $ 197,500 Delayed Draw term loans 91,531 91,994 Total long-term debt 288,031 289,494 Less: Current portion of long-term debt ( 2,925 ) ( 2,925 ) Less: Unamortized discount and debt issue costs (1) ( 5,647 ) ( 6,284 ) Total Long-Term Debt, Net of Current Portion $ 279,459 $ 280,285 (1) The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the unaudited consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the unaudited consolidated balance sheets. |
Summary of Interest Expense | Interest expense, net consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense, net $ 5,823 $ 5,119 $ 11,726 $ 10,211 |
Summary of Maturities of Long-term Debt | Future principal payments on long-term debt as of June 30, 2024 are as follows: Year Ended December 31, Amount Remainder of 2024 $ 1,463 2025 2,925 2026 2,925 2027 2,925 2028 277,793 Total $ 288,031 |
Stock- Based Compensation (Tabl
Stock- Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024: Unvested Shares Weighted-Average Unvested, December 31, 2023 5,479 $ 11.98 Vested ( 13 ) 11.98 Forfeited ( 2,474 ) 11.98 Unvested, June 30, 2024 2,992 $ 11.98 |
Summary of Restricted Stock Unit (RSU) Activity | The following is a summary of RSU transactions as of and for the six months ended June 30, 2024: Unvested Shares Weighted-Average Outstanding, December 31, 2023 23,378 $ 7.24 Granted 13,176 6.96 Vested ( 7,063 ) 8.42 Canceled and forfeited ( 3,517 ) 7.22 Outstanding, June 30, 2024 25,974 $ 6.78 |
Summary of Stock Option Activity | The following is a summary of stock option activity as of and for the six months ended June 30, 2024: Number of Options Weighted-Average Weighted-Average Aggregate Intrinsic Value Outstanding, December 31, 2023 13,476 $ 7.42 8.70 $ 5,565 Granted — — Exercised — — — Canceled and forfeited — — Outstanding, June 30, 2024 13,476 $ 7.42 6.93 $ — Exercisable at June 30, 2024 1,123 $ 7.42 6.96 $ — Vested or expected to vest at June 30, 2024 13,476 $ 7.42 6.93 $ — |
Summary of Stock Based Compensation Expense | The Company recognized stock-based compensation expense related to RSAs, RSUs, and stock options within general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation expense $ 24,550 $ 33,078 $ 45,131 $ 56,944 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Provision (benefit) for income taxes $ 656 $ ( 6,542 ) $ 1,019 $ ( 10,579 ) |
Schedule of Effective Tax Rates | The effective tax rates are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Effective tax rate ( 2.9 )% 12.6 % ( 2.3 )% 11.7 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss available to common stockholders' $ ( 23,277 ) $ ( 45,478 ) $ ( 44,374 ) $ ( 79,720 ) Weighted-average shares used to compute basic and 379,427 363,161 377,880 362,039 Net loss per share, basic and diluted $ ( 0.06 ) $ ( 0.13 ) $ ( 0.12 ) $ ( 0.22 ) |
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: As of June 30, 2024 2023 RSAs 2,992 5,736 RSUs 25,974 25,809 Stock options 13,476 13,476 42,442 45,021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Jun. 30, 2024 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Acquisition of Non Medical Assets | 100% |
Total Revenue - Additional Info
Total Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Minimum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |
Disaggregation of Revenue [Line Items] | |
Percentage of total revenue | 10% |
Total Revenue - Schedule of Rev
Total Revenue - Schedule of Revenue From Patients And Third - Party Payors (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 312,331 | $ 259,578 | $ 612,768 | $ 512,167 |
% of Total Revenue | 100% | 100% | 100% | 100% |
Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 283,913 | $ 235,896 | $ 557,679 | $ 464,815 |
% of Total Revenue | 91% | 91% | 91% | 91% |
Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 14,634 | $ 10,999 | $ 28,166 | $ 21,950 |
% of Total Revenue | 5% | 4% | 5% | 4% |
Self-pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 11,291 | $ 10,384 | $ 21,612 | $ 20,131 |
% of Total Revenue | 3% | 4% | 3% | 4% |
Total patient service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 309,838 | $ 257,279 | $ 607,457 | $ 506,896 |
% of Total Revenue | 99% | 99% | 99% | 99% |
Nonpatient service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 2,493 | $ 2,299 | $ 5,311 | $ 5,271 |
% of Total Revenue | 1% | 1% | 1% | 1% |
Total Revenue - Schedule of Per
Total Revenue - Schedule of Percentage Of Revenue From Insurance Companies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
% of Total Revenue | 100% | 100% | 100% | 100% |
Payor A | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total Revenue | 17% | 19% | 17% | 19% |
Payor B | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total Revenue | 16% | 13% | 15% | 13% |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Total | $ 257,539 | $ 256,906 |
Less: Accumulated depreciation | (81,598) | (68,684) |
Total property and equipment, net | 175,941 | 188,222 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 171,607 | 170,212 |
Computers and Peripherals | ||
Property Plant And Equipment [Line Items] | ||
Total | 27,324 | 27,302 |
Internal-use software | ||
Property Plant And Equipment [Line Items] | ||
Total | 8,096 | 7,197 |
Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 43,198 | 42,316 |
Medical Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 842 | 842 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 6,472 | $ 9,037 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 10,129 | $ 9,354 | $ 20,150 | $ 18,250 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Variable lease costs | $ 0 | ||
Short-term lease costs | $ 0 | ||
Right-of-use asset, impairment | $ 2,339 | $ 2,339 | |
Property and equipment, disposals | 300 | 300 | |
Office Space Reductions | |||
Lessee, Lease, Description [Line Items] | |||
Exit or Disposal of office space | $ 3,720 | $ 3,720 | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases renewal term | 7 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases renewal term | 1 year |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense for the Company's Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease costs | $ 13,732 | $ 14,264 | $ 27,414 | $ 28,572 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 4 years 3 months 18 days | 4 years 7 months 6 days |
Weighted-average discount rate | 7.33% | 7.11% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 32,178 | $ 30,995 |
Noncash lease activity | ||
Right-of-use lease assets obtained in exchange for new operating lease liabilities | $ 9,177 | $ 14,554 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 30,349 |
2025 | 64,448 |
2026 | 57,174 |
2027 | 43,502 |
2028 | 30,942 |
Thereafter | 26,122 |
Total lease payments | 252,537 |
Less: imputed interest | (37,599) |
Total lease liabilities | $ 214,938 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,293,346 | $ 1,293,346 |
Changes to goodwill carrying value | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 366,729 | $ 366,729 |
Accumulated Amortization | (166,671) | (145,657) |
Net Carrying Amount | 200,058 | 221,072 |
Regional Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,694 | 36,694 |
Accumulated Amortization | (33,217) | (26,399) |
Net Carrying Amount | $ 3,477 | $ 10,295 |
Weighted Average Useful Life (Years) | 4 years | 5 years |
Life Stance Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 235,500 | $ 235,500 |
Accumulated Amortization | (43,256) | (38,024) |
Net Carrying Amount | $ 192,244 | $ 197,476 |
Weighted Average Useful Life (Years) | 22 years 6 months | 22 years 6 months |
Non-Competition Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,535 | $ 94,535 |
Accumulated Amortization | (90,198) | (81,234) |
Net Carrying Amount | $ 4,337 | $ 13,301 |
Weighted Average Useful Life (Years) | 4 years 2 months 12 days | 4 years 2 months 12 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Asset Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 8,471 | $ 10,176 | $ 21,014 | $ 20,349 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - Facility | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Combinations [Abstract] | |||
Acquisitions of outpatient mental health practices | 0 | 0 | 3 |
Business Combinations - Summary
Business Combinations - Summary of Consideration Transferred (Details) - Outpatient Mental Health Practices $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Cash consideration | $ 20,000 |
Contingent consideration, at initial fair value | 1,985 |
Total consideration transferred | $ 21,985 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Value Assets Acquired And Liabilities Assumed (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Business Combinations [Abstract] | |
Cash | $ 181 |
Patient accounts receivable | 372 |
Prepaid expenses and other current assets | 138 |
Property and equipment | 221 |
Right-of-use assets | 368 |
Other noncurrent assets | 22 |
Intangible assets | 843 |
Goodwill | 20,733 |
Total assets acquired | 22,878 |
Total liabilities assumed | 893 |
Fair value of net assets | $ 21,985 |
Business Combinations - Sched_2
Business Combinations - Schedule of Fair Values of Acquired Intangible Assets (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets, Fair value | $ 843 | |
Regional Trade Names | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets, Fair value | 435 | [1] |
Non-Competition Agreements | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets, Fair value | $ 408 | [2] |
[1] Useful lives for regional trade names are 5 years . Useful lives for non-competition agreements are 5 years . |
Business Combinations - Sched_3
Business Combinations - Schedule of Fair Values of Acquired Intangible Assets (Parenthetical) (Details) | Jun. 30, 2023 |
Regional Trade Names | |
Business Acquisition [Line Items] | |
Useful lives for acquired intangible assets | 5 years |
Non-Competition Agreements | |
Business Acquisition [Line Items] | |
Useful lives for acquired intangible assets | 5 years |
Business Combinations - Sched_4
Business Combinations - Schedule of Maximum Contingent Consideration Based on the Acquisition Agreements (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contingent Consideration [Member] | |
Business Acquisition [Line Items] | |
Maximum contingent consideration based on acquisition agreements | $ 2,650 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Significant Assumptions Used for the Fair Value Measurement of the Contingent Consideration Liability (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
F T E Based Earn Outs | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.097 | 0.097 |
Minimum | Probability Weighted Analysis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0 | 0 |
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 - Sched
Fair Value Measurements - Schedule of location of the interest rate swap (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | |
Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 3,584 | $ 2,931 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 73,584 | $ 67,697 |
Beginning balance | 8,169 | 17,824 |
Additions related to acquisitions | 0 | 1,985 |
Payments of contingent consideration | (2,400) | (7,668) |
Gain on remeasurement | (1,960) | (3,972) |
Ending balance | 3,809 | 8,169 |
Liabilities measured at fair value | 3,809 | 8,169 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 70,000 | 64,766 |
Interest Rate Swap | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,584 | 2,931 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 70,000 | 64,766 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,584 | 2,931 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | $ 3,809 | $ 8,169 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Interest Rate Swap - USD ($) $ in Thousands | Jun. 30, 2024 | Aug. 31, 2022 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Percent of Debt Exposed | 94.50% | |
Cash Flow Hedging | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Fixed Interest Rate | 3.24% | |
Derivative, Notional Amount | $ 185,693 | $ 189,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 6 Months Ended | |||
May 04, 2022 | Jun. 30, 2024 | Aug. 14, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Long-term debt, fair value | $ 305,968,000 | $ 304,955,000 | ||
Long term debt fair value | 288,031,000 | 289,494,000 | ||
2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan facility | $ 200,000,000 | |||
Debt instrument, basis spread on variable rate | 1% | |||
2022 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Loan withdrawal amount | 0 | 0 | ||
Maximum borrowing capacity | $ 50,000,000 | |||
Unused revolving loan commitment fee percentage | 0.005 | |||
Revolving loan outstanding amount | $ 0 | 0 | ||
Revolving loan,expiration date | May 16, 2027 | |||
Term Loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, maturities, repayment terms | May 16, 2028 | |||
Long term debt fair value | $ 200,000,000 | $ 196,500,000 | 197,500,000 | |
Delayed Draw Term Loans | ||||
Debt Instrument [Line Items] | ||||
Long term debt fair value | $ 91,531,000 | $ 91,994,000 | ||
Delayed Draw Term Loans | Scenario Forecast | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate loan commitment amount | $ 0 | |||
Maximum | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Loan withdrawal amount | 50,000,000 | |||
Revolving loan outstanding amount | 50,000,000 | |||
Maximum | Delayed Draw Term Loans | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate loan commitment amount | $ 100,000,000 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, maturities, repayment terms | May 16, 2027 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.75% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | 2022 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 4.50% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | 2022 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.25% | |||
Federal Funds Rate | 2022 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Federal Funds Rate | 2022 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.50% | |||
Base Rate | 2022 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.25% |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | May 04, 2022 | |
Debt Instrument [Line Items] | ||||
Term loans | $ 279,459 | $ 280,285 | ||
Less: Current portion of long-term debt | (2,925) | (2,925) | ||
Less: Unamortized discount and debt issue costs | [1] | (5,647) | (6,284) | |
Total | 288,031 | 289,494 | ||
Term Loans | ||||
Debt Instrument [Line Items] | ||||
Total | 196,500 | 197,500 | $ 200,000 | |
Delayed Draw Term Loans | ||||
Debt Instrument [Line Items] | ||||
Total | $ 91,531 | $ 91,994 | ||
[1] The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the unaudited consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the unaudited consolidated balance sheets. |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||||
Interest expense, net | $ 5,823 | $ 5,119 | $ 11,726 | $ 10,211 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments on Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 1,463 | |
2025 | 2,925 | |
2026 | 2,925 | |
2027 | 2,925 | |
2028 | 277,793 | |
Total | $ 288,031 | $ 289,494 |
Stock - Based Compensation - Ad
Stock - Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jan. 01, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, description | On January 1, 2024, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,936 shares. | |
Unrecognized compensation expense | $ 160,338 | |
Unrecognized compensattion expense, weighted-average period | 1 year 9 months 18 days | |
2021 Equity Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 18,936,000 | |
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 |
Stock - Based Compensation - Su
Stock - Based Compensation - Summary of Restricted Stock Awards (RSA) Activity (Details) - Restricted Stock Award shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding | shares | 5,479 |
Vested | shares | (13) |
Forfeited | shares | (2,474) |
Outstanding | shares | 2,992 |
Outstanding | $ / shares | $ 11.98 |
Vested | $ / shares | 11.98 |
Forfeited | $ / shares | 11.98 |
Outstanding | $ / shares | $ 11.98 |
Stock - Based Compensation - _2
Stock - Based Compensation - Summary of Restricted Stock Unit (RSU) Activity (Details) - Restricted Stock Unit shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding | shares | 23,378 |
Granted | shares | 13,176 |
Vested | shares | (7,063) |
Canceled and forfeited | shares | (3,517) |
Outstanding | shares | 25,974 |
Outstanding | $ / shares | $ 7.24 |
Granted | $ / shares | 6.96 |
Vested | $ / shares | 8.42 |
Canceled and forfeited | $ / shares | 7.22 |
Outstanding | $ / shares | $ 6.78 |
Stock - Based Compensation - _3
Stock - Based Compensation - Summary of Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares options outstanding, Beginning Balance | 13,476 | |
Number of options, granted | 0 | |
Number of options, exercised | 0 | |
Number of options, Canceled and forfeited | 0 | |
Number of shares options outstanding, Ending Balance | 13,476 | 13,476 |
Number of shares options, exercisable | 1,123 | |
Number of shares options, vested or expected to vest | 13,476 | |
Weighted average exercise price outstanding, Beginning Balance | $ 7.42 | |
Weighted average exercise price, granted | 0 | |
Weighted average exercise price, exercised | 0 | |
Weighted average exercise price, Canceled and forfeited | 0 | |
Weighted average exercise price outstanding, Ending Balance | 7.42 | $ 7.42 |
Weighted average exercise price, exercisable | 7.42 | |
Weighted average exercise price, vested or expected to vest | $ 7.42 | |
Weighted average remaining term in years, Outstanding, Ending | 6 years 11 months 4 days | 8 years 8 months 12 days |
Weighted average remaining contractual life, exercisable | 6 years 11 months 15 days | |
Weighted average remaining contractual life, vested or expected to vest | 6 years 11 months 4 days | |
Aggregate intrinsic value outstanding, Beginning Balance | $ 5,565 | |
Aggregate intrinsic value, exercised | 0 | |
Aggregate intrinsic value outstanding, Ending Balance | 0 | $ 5,565 |
Aggregate Intrinsic Value, exercisable | 0 | |
Aggregate intrinsic value, vested or expected | $ 0 |
Stock - Based Compensation - _4
Stock - Based Compensation - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 24,550 | $ 33,078 | $ 45,131 | $ 56,944 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Provision (benefit) for income taxes | $ 656 | $ (6,542) | $ 1,019 | $ (10,579) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rates (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Effective tax rate | (2.90%) | 12.60% | (2.30%) | 11.70% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Statutory tax rate | 21% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Medical malpractice insurance, coverage per claim limit | $ 3,000 |
Medical malpractice insurance, annual coverage per clinician | $ 8,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss available to common stockholders' | $ (23,277) | $ (45,478) | $ (44,374) | $ (79,720) |
Weighted-average shares used to compute basic net loss per share | 379,427 | 363,161 | 377,880 | 362,039 |
Weighted-average shares used to compute diluted net loss per share | 379,427 | 363,161 | 377,880 | 362,039 |
Net loss per share, basic | $ (0.06) | $ (0.13) | $ (0.12) | $ (0.22) |
Net loss per share, diluted | $ (0.06) | $ (0.13) | $ (0.12) | $ (0.22) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net loss per share | 42,442 | 45,021 |
Restricted Stock Awards RSA | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net loss per share | 2,992 | 5,736 |
Restricted Stock Units RSU | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net loss per share | 25,974 | 25,809 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted net loss per share | 13,476 | 13,476 |