This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About LifeStance Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation's largest providers of virtual and in-person ou ...

Core Viewpoint - LifeStance Health Group, Inc. is offering 20,000,000 shares of its common stock, with an additional option for underwriters to purchase 3,000,000 shares, while the company itself will not receive any proceeds from this offering [1][2]. Company Overview - LifeStance, founded in 2017, is one of the largest providers of virtual and in-person outpatient mental health care in the United States, employing approximately 6,800 mental health professionals and operating over 550 centers across 33 states [5]. - The company's mission is to enhance access to affordable and personalized mental healthcare, aiming to help individuals lead healthier and more fulfilling lives [5]. Offering Details - The offering is being conducted under a shelf registration statement filed with the SEC, which became effective upon filing on May 21, 2024 [1][3]. - Morgan Stanley, Goldman Sachs & Co. LLC, and TPG Capital BD, LLC are acting as underwriters for this stock offering [2]. Financial Implications - The Selling Stockholders will receive all proceeds from the offering, while LifeStance will not benefit financially from this transaction [1].

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About LifeStance Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation's largest providers of virtual and in-person ou ...

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited Q1 2024 financial statements show a 19% revenue increase to $300.4 million, a narrowed net loss, and a decrease in cash due to increased receivables [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to $2.106 billion as of March 31, 2024, driven by reduced cash and increased patient accounts receivable Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $49,451 | $78,824 | | Patient accounts receivable, net | $175,937 | $125,405 | | Total current assets | $244,117 | $225,731 | | **Noncurrent Assets** | | | | Goodwill | $1,293,346 | $1,293,346 | | Total assets | $2,106,316 | $2,109,969 | | **Liabilities & Equity** | | | | Total current liabilities | $207,464 | $202,873 | | Long-term debt, net | $279,870 | $280,285 | | Total liabilities | $677,319 | $681,039 | | Total stockholders' equity | $1,428,997 | $1,428,930 | [Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2024 total revenue increased 19% to $300.4 million, with operating loss narrowing to $16.8 million and net loss improving to $21.1 million Q1 2024 vs. Q1 2023 Statement of Operations (in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total Revenue | $300,437 | $252,589 | | Total Operating Expenses | $317,209 | $286,682 | | Loss from Operations | $(16,772) | $(34,093) | | Net Loss | $(21,097) | $(34,242) | | Net Loss Per Share, Basic and Diluted | $(0.06) | $(0.09) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $21.8 million in Q1 2024, driven by higher receivables, leading to a $29.4 million cash decrease Summary of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(21,838) | $(7,890) | | Net cash used in investing activities | $(5,104) | $(27,549) | | Net cash used in financing activities | $(2,431) | $(4,888) | | **Net Decrease in Cash** | **$(29,373)** | **$(40,327)** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes cover accounting policies, revenue concentration, Q1 2024 acquisition absence, debt compliance, stock-based compensation, and ongoing legal contingencies - Revenue is highly concentrated, with **91%** derived from commercial payors. Two specific payors, Payor A and Payor B, represented **17%** and **15%** of total revenue, respectively, for the three months ended March 31, 2024[34](index=34&type=chunk) - The company completed no acquisitions in the first three months of 2024, a shift from the same period in 2023 when it acquired 3 outpatient mental health practices for a total consideration of **$22.0 million**[41](index=41&type=chunk)[42](index=42&type=chunk) - The company is a defendant in three class action lawsuits: two related to employee compensation and one concerning website privacy. Management has not recorded any material accruals for these contingencies as the ultimate resolution cannot be predicted[78](index=78&type=chunk)[80](index=80&type=chunk) Stock-Based Compensation Expense (in thousands) | Period | Expense | | :--- | :--- | | Three Months Ended March 31, 2024 | $20,581 | | Three Months Ended March 31, 2023 | $23,866 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2024 revenue growth to increased clinicians and payor rates, improving profitability despite cyberattack-related liquidity impacts [Key Metrics and Non-GAAP Financial Measures](index=19&type=section&id=Key%20Metrics%20and%20Non-GAAP%20Financial%20Measures) Q1 2024 key metrics show revenue growth to $300.4 million, with Center Margin at $94.7 million and Adjusted EBITDA at $27.7 million Key Financial Metrics (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total revenue | $300,437 | $252,589 | | Revenue growth | 19% | 24% | | Loss from operations | $(16,772) | $(34,093) | | Center Margin | $94,726 | $69,602 | | Net loss | $(21,097) | $(34,242) | | Adjusted EBITDA | $27,651 | $10,104 | Reconciliation of Loss from Operations to Center Margin (in thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Loss from operations | $(16,772) | $(34,093) | | Depreciation and amortization | $22,564 | $19,069 | | General and administrative expenses | $88,934 | $84,626 | | **Center Margin** | **$94,726** | **$69,602** | Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net loss | $(21,097) | $(34,242) | | Adjustments (Interest, D&A, Taxes, etc.) | $48,748 | $44,346 | | **Adjusted EBITDA** | **$27,651** | **$10,104** | [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Q1 2024 revenue grew 19% due to increased clinicians and patient visits, with center costs and G&A expenses rising at slower rates - Revenue growth was primarily driven by a net increase of **905 clinicians**, which led to a **15%** increase in patient visits. Higher Total Revenue Per Visit (TRPV) due to payor rate increases also contributed[121](index=121&type=chunk) - Center costs increased by **12%** to **$205.7 million**, a slower pace than revenue growth. The increase was mainly due to a **$22.3 million** rise in center-based compensation tied to the growth in clinicians and patient visits[123](index=123&type=chunk) - General and administrative expenses increased by **5%** to **$88.9 million**. This was primarily due to a **$7.9 million** increase in salaries, wages, and employee benefits, which was partially offset by a **$3.3 million** decrease in stock-based compensation expense[125](index=125&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) Cash decreased to $49.5 million due to a Change Healthcare cyberattack impacting claims, with $288.8 million in outstanding debt - The decrease in cash and cash equivalents to **$49.5 million** was primarily due to the disruption to operations resulting from the cyberattack on Change Healthcare's information technology systems, which caused delays in claims submission and cash remittance from payors[129](index=129&type=chunk)[130](index=130&type=chunk) - As of March 31, 2024, the company had an aggregate principal amount of **$288.8 million** outstanding under its 2022 Credit Agreement and was in compliance with all financial covenants[132](index=132&type=chunk)[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is variable interest rates on its debt, mitigated by an interest rate swap, with no material impact from inflation - The company's main market risk is from variable interest rates on its **$288.8 million** of outstanding debt[143](index=143&type=chunk)[144](index=144&type=chunk) - To mitigate interest rate risk, the company uses an interest rate swap to eliminate the variability of cash flows on a significant portion of its variable-rate loan[144](index=144&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of March 31, 2024, due to ongoing material weaknesses in accounting, IT, and policies, with remediation in progress - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024[148](index=148&type=chunk) - The ineffectiveness is due to ongoing material weaknesses, including an insufficient complement of resources in accounting/finance and IT, lack of formal accounting policies, and ineffective IT general controls over program changes and user access[149](index=149&type=chunk) - The company is actively working on a remediation plan, which includes hiring additional personnel (new head of Internal Audit, SVP of IT), engaging external consultants, and implementing more formalized controls and procedures[150](index=150&type=chunk)[155](index=155&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Details on legal proceedings, including three ongoing class action lawsuits, are referenced in Note 12 of the financial statements - For details on legal proceedings, the report refers to Note 12, Commitments and Contingencies, in the financial statements[157](index=157&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes have been made to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023[158](index=158&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[159](index=159&type=chunk)

LifeStance Health Group (LFST) came out with a quarterly loss of $0.06 per share versus the Zacks Consensus Estimate of a loss of $0.09. This compares to loss of $0.09 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 33.33%. A quarter ago, it was expected that this outpatient mental health services provider would post a loss of $0.09 per share when it actually produced a loss of $0.12, delivering a surprise of -33.33%.Over the ...

(All results compared to prior-year comparative period, unless otherwise noted) Q1 2024 Highlights and FY 2024 Outlook "I'm proud of the results achieved by our clinicians and team members this quarter. We met or exceeded expectations for the sixth consecutive quarter while delivering organic revenue growth of 19% and driving margin expansion," said Ken Burdick, Chairman and CEO of LifeStance. "We also successfully navigated cash collection challenges that affected many healthcare providers, reinforcing Lif ...

SCOTTSDALE, Ariz., April 18, 2024 (GLOBE NEWSWIRE) -- LifeStance Health Group, Inc. (NASDAQ:LFST), one of the nation's largest providers of outpatient mental health care, will issue its first quarter 2024 earnings release before the market opens on Thursday, May 9, 2024. LifeStance will host a live earnings conference call to discuss first quarter results on May 9, 2024, at 8:30 a.m. Eastern Time. To participate in the call, please dial 1-800-715-9871, domestically, or 1-646-307-1963, internationally, and u ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40478 LifeStance Health Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 86-1832801 (State or other jurisd ...

Financial Data and Key Metrics Changes - In Q4 2023, the company achieved revenue of $281 million, representing a 22% year-over-year growth, driven by positive visit volumes [50] - Full-year revenue for 2023 was $1.56 billion, up 23% year-over-year [75] - Adjusted EBITDA for Q4 was $20 million, with a 99% increase year-over-year, while full-year adjusted EBITDA was $59 million, representing 5.6% of revenue [51][52] - The company reported a center margin of $302 million for the full year, growing 27% year-over-year [51] - Free cash flow for 2023 was negative $57 million, impacted by shareholder litigation expenses [53] Business Line Data and Key Metrics Changes - The company consolidated 82 centers in 2023, with plans to moderate the opening of new centers to no more than 20 in 2024 [101] - Clinician productivity increased by 2% in 2023, with a total of 6645 clinicians, an 18% year-over-year increase [57][82] - The company reported a total revenue per visit increase of 2% year-over-year to $157, primarily driven by payer rate increases [75] Market Data and Key Metrics Changes - The company continues to focus on enhancing patient acquisition strategies, with a significant emphasis on the middle of the funnel for 2024 [92] - The patient net promoter score was 82, and the average Google review score was 4.5 out of 5 stars, indicating strong patient satisfaction [45] Company Strategy and Development Direction - The company is shifting from a growth-focused strategy to a more balanced approach that emphasizes operational improvements and profitability [70] - The payer strategy involves reducing the number of payer contracts by approximately 30% in 2023 and continuing to evaluate relationships in 2024 [49][25] - The company aims to achieve positive free cash flow for the full year 2024, driven by improved profitability and lower capital expenditures [55] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving double-digit margins by the end of 2025, with a focus on operational improvements and margin expansion [30] - The company anticipates that patient demand will continue to outstrip supply, indicating a favorable market environment for growth [94] - Management highlighted the importance of clinician retention and the ongoing efforts to enhance the value proposition for clinicians [106] Other Important Information - The company appointed Dr. Ujjwal Ramtekkar as Chief Medical Officer to enhance clinical quality [46] - The company is investing in a digital patient check-in tool to improve patient experience and reduce administrative costs [72] Q&A Session Summary Question: What actions have been taken to address clinician turnover and growth expectations? - Management acknowledged the stability in clinician retention and emphasized ongoing investments in support for clinicians [105] Question: How is the patient acquisition strategy evolving? - The company is focusing on optimizing the middle of the funnel while maintaining efforts in the top and bottom of the funnel [92][107] Question: What is the outlook for clinician capacity and incentives? - Management discussed initiatives to incentivize full-time clinicians through enhanced benefits and rewards [84]

Financial Performance - Fourth quarter revenue increased by 22% to $280.6 million, and full year revenue rose by 23% to $1,055.7 million compared to $859.5 million[5]. - Total revenue for 2023 was $1,055,665, an increase of 22.8% from $859,542 in 2022[22]. - The net loss for Q4 was $45.0 million, a 4% decrease from the previous year, and the full year net loss was $186.3 million, a 14% decrease[5]. - Net loss for 2023 was $186,262, compared to a net loss of $215,564 in 2022, showing an improvement of 13.6%[22]. - Net loss for the year ended December 31, 2023, was $186,262 thousand, an improvement from a net loss of $215,564 thousand in 2022, and $307,197 thousand in 2021[28]. - Adjusted EBITDA for Q4 was $20.3 million, a 99% increase, and for the full year, it was $59.0 million, a 12% increase[5]. - Adjusted EBITDA for 2023 was $59,042 thousand, compared to $52,670 thousand in 2022 and $49,154 thousand in 2021, indicating a year-over-year increase of 12.9%[28]. Operational Metrics - The clinician base grew by 18% to 6,645 clinicians, with 227 net clinician additions in Q4 and 1,014 for the full year[5]. - Fourth quarter visit volumes increased by 20% to 1.8 million, and full year visit volumes also rose by 20% to 6.9 million[5]. - The Center Margin for Q4 grew by 33% to $83.3 million, representing 29.7% of total revenue, while for the full year, it increased by 27% to $302.1 million, or 28.6% of total revenue[6]. - Center margin for 2023 was $302,096, up from $237,017 in 2022, representing a 27.5% increase[26]. Cash Flow and Debt - The company ended Q4 with cash of $78.8 million and net long-term debt of $280.3 million[8]. - Cash and cash equivalents decreased to $78,824 at the end of 2023 from $108,621 at the end of 2022, a decline of 27.5%[24]. - Cash used in operating activities was $(16,884) in 2023, a significant decrease from $52,789 in 2022[24]. - Net cash used in investing activities was $(60,340) in 2023, down from $(139,461) in 2022, indicating a 56.7% improvement[24]. - Net cash provided by financing activities was $47,427 in 2023, slightly up from $47,264 in 2022[24]. Expenses and Costs - Operating expenses totaled $1,244,799 in 2023, up from $1,069,716 in 2022, reflecting a 16.3% increase[22]. - Litigation costs for 2023 amounted to $51,034 thousand, primarily related to three distinct litigation matters, reflecting significant non-recurring expenses[30]. - Strategic initiatives expenses in 2023 included costs for a multi-phase system upgrade, focusing on human resources management, clinician credentialing, and a scalable electronic health resources system[31]. - Real estate optimization and restructuring charges in 2023 totaled $10,970 thousand, associated with a strategic project to consolidate physical locations[32]. - Stock and unit-based compensation expense decreased to $99,388 thousand in 2023 from $187,430 thousand in 2022, showing a reduction of 46.9%[28]. - Interest expense, net for 2023 was $21,220 thousand, slightly increasing from $19,928 thousand in 2022[28]. - Depreciation and amortization expenses rose to $80,437 thousand in 2023 from $69,198 thousand in 2022, indicating increased investment in assets[28]. Future Outlook - The company expects full year 2024 revenue to be between $1.19 billion and $1.24 billion, with a Center Margin of $345 to $365 million and Adjusted EBITDA of $80 to $90 million[13]. - For Q1 2024, the company anticipates total revenue of $287 to $307 million, with a Center Margin of $81 to $93 million and Adjusted EBITDA of $17 to $23 million[13].