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 terminated on 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 3.75 % 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 2.75 %. 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 September 30, 2024 and December 31, 2023. Long-term debt consists of the following: September 30, 2024 December 31, 2023 Term loans $ 196,000 $ 197,500 Delayed Draw term loans 91,300 91,994 Total long-term debt 287,300 289,494 Less: Current portion of long-term debt ( 2,925 ) ( 2,925 ) Less: Unamortized discount and debt issue costs (1) ( 5,320 ) ( 6,284 ) Total Long-Term Debt, Net of Current Portion $ 279,055 $ 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Interest expense, net $ 5,413 $ 5,477 $ 17,139 $ 15,688 Future principal payments on long-term debt as of September 30, 2024 are as follows: Year Ended December 31, Amount Remainder of 2024 $ 731 2025 2,925 2026 2,925 2027 2,925 2028 277,794 Total $ 287,300 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 September 30, 2024 and December 31, 2023 was $ 306,099 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 September 30, 2024 and December 31, 2023 . |