LifeStance Health Group, Inc. 10-K

Item 9A . Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Annual Report. Based upon that evaluation, as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 due to the material weaknesses described below. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies. 59 Previously Reported Material Weaknesses A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As previously reported in the Final Prospectus, in connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2019, we identified material weaknesses in our internal control over financial reporting, which continue to exist as of December 31, 2021. The material weaknesses we identified were as follows: We did not design and maintain an effective control environment commensurate with our financial reporting requirements due to an insufficient complement of resources in the accounting/finance and IT functions, with an appropriate level of knowledge, experience and training. This material weakness contributed to the following additional material weaknesses: • We did not maintain formal accounting policies and procedures, and did not design and maintain controls related to significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries. These material weaknesses resulted in material misstatements related to the identification and valuation of intangible assets acquired in business combinations that impacted the classification of intangible assets and goodwill, related impacts to amortization and income tax expense, and the restatement of our previously issued annual consolidated financial statements as of and for the years ended December 31, 2019 and 2018 with respect to such intangibles assets acquired in business combinations. Additionally, these material weaknesses could result in a misstatement of substantially all of the financial statement accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected. • We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls for financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in a material misstatement to our consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, we have determined these deficiencies in the aggregate constitute a material weakness. Remediation Plan for Material Weaknesses We are in the process of designing and implementing measures designed to improve our internal control over financial reporting and remediate the control deficiencies which led to the material weaknesses. As of December 31, 2021, we are in process of performing the following remedial actions: • hired, and plan to continue to hire, additional accounting and IT personnel to enhance our technical reporting, transactional accounting, and IT capabilities. In addition, in the fourth quarter of 2021, we have implemented external financial reporting and internal audit functions to support our regulatory external financial reporting objectives; • performance of detailed risk assessments for significant financial processes to identify, design, and implement control activities related to internal control over financial reporting, including enhancement of account reconciliations, journal entries, and monitoring controls; • development and implementation of controls related to the formalization of our accounting policies and procedures and financial reporting; 60 • development and implementation of IT security and governance controls to address program change of internally and externally developed system and computer operations associated with information systems impacting the preparation of our consolidated financial statements; and • development and implementation of controls related to the periodic monitoring and review of user access rights, the identification and risk ranking of segregation of duties conflicts, and, where it is determined there is a need for an individual to have conflicting access, a periodic review of the underlying activities is performed by an independent person who does not have such conflicting access. We have made progress towards designing and implementing the plan to remediate the material weaknesses and will continue to review, revise, and improve the design and implementation of our internal controls as appropriate. Although we have made enhancements to our control procedures, these material weaknesses will not be considered remediated until our controls are operational for a sufficient period of time, tested, and management concludes that these controls are operating effectively. We intend to evaluate current and projected resource needs on a regular basis and hire additional qualified resources as needed. Our ability to maintain qualified and adequate resources to support our business and our projected growth will be a critical component of our internal control environment. Changes in Internal Control over Financial Reporting We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. Other than the changes to our internal control over financial reporting described in “Remediation Plan for Material Weaknesses” above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Disclosure Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Item 9B . Other Information None. Item 9C. Di s closure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 61 PA RT III Item 10 . Directors, Executive Officers and Corporate Governance The information required by this item will be set forth in the definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2021 (the “Proxy Statement”) and is incorporated into this Annual Report on Form 10-K by reference. Item 11 . Executive Compensation Information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2022 Annual Meeting of Shareholders and is incorporated herein by reference. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2022 Annual Meeting of Shareholders and is incorporated herein by reference. Item 13 . Certain Relationships and Related Transactions, and Director Independence Information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2022 Annual Meeting of Shareholders and is incorporated herein by reference. Item 14 . Principal Accounting Fees and Services Information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2022 Annual Meeting of Shareholders and is incorporated herein by reference. 62 PART IV Item 15 . Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements The following financial statements and schedules of the Registrant are contained in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K: Page Reports of Independent Registered Public Accounting Firm F- 2 Consolidated Financial Statements: Consolidated Balance Sheets F- 4 Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) F- 5 Consolidated Statements of Changes in Redeemable Units and Stockholders'/Members' Equity and Consolidated Statements of Changes in Redeemable Convertible Preferred Units and Members' Deficit F- 6 Consolidated Statements of Cash Flows F- 9 Notes to the Consolidated Financial Statements F- 10 2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements. (b) The exhibits listed in the following “Exhibits Index” are filed, furnished or incorporated by reference as part of this Annual Report. 63 Exhibit Index Description of Exhibit Incorporated Herein by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of LifeStance Health Group, Inc. 8-K 001-40478 3.1 6/15/2021 3.2 Amended and Restated Bylaws of LifeStance Health Group, Inc. 8-K 001-40478 3.2 6/15/2021 4.1 Form of Common Stock Certificate S-1/A 333-256202 4.1 6/1/2021 4.2* Description of Securities X 10.1 Credit Agreement, dated as of May 14, 2020, among Lynnwood Mergersub, Inc., LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association S-1 333-256202 10.1 5/17/2021 10.2 First Amendment to Credit Agreement, dated November 4, 2020, by and among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association S-1 333-256202 10.2 5/17/2021 10.3 Second Amendment to Credit Agreement, dated February 1, 2021, by and among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association S-1 333-256202 10.3 5/17/2021 10.4* Third Amendment to Credit Agreement, dated April 30, 2021, by and among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association X 10.5 Registration Rights Agreement, dated as of June 9, 2021, by and among the Company and each of the other persons from time to time party thereto 8-K 001-40478 10.1 6/15/2021 10.6 Stockholders Agreement, dated as of June 9, 2021, by and among the Company and each of the other persons from time to time party thereto 8-K 001-40478 10.2 6/15/2021 10.7 Stock Transfer Restriction Agreement, dated as of June 9, 2021, by and among the Company and each of the other person from time to time party thereto 8-K 001-40478 10.3 6/15/2021 10.8+ Amended and Restated Employment Agreement, dated May 14, 2020, between LifeStance Health Inc., and Michael K. Lester S-1 333-256202 10.6 5/17/2021 10.9+ First Amendment to Amended and Restated Employment Agreement, dated June 1, 2020, between LifeStance Health, Inc. and Michael K. Lester S-1 333-256202 10.7 5/17/2021 10.10+ Amended and Restated Employment Agreement, dated May 14, 2020, between LifeStance Health, Inc. and Gwendolyn H. Booth S-1 333-256202 10.8 5/17/2021 10.11+ Amended and Restated Employment Agreement, dated May 14, 2020, between LifeStance Health, Inc. and Danish Qureshi S-1 333-256202 10.9 5/17/2021 10.12+ Independent Consulting Agreement, dated June 1, 2020, among LifeStance Health, Inc., Alert5 Consulting LLC and Michael K. Lester S-1 333-256202 10.10 5/17/2021 10.13+ LifeStance Health Group, Inc. 2021 Equity Incentive Plan 8-K 001-40478 10.4 6/15/2021 10.14+ LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan 8-K 001-40478 10.5 6/15/2021 10.15+ LifeStance Health Group, Inc. 2021 Cash Incentive Plan 8-K 001-40478 10.6 6/15/2021 64 10.16 Form of Indemnification Agreement between LifeStance Health Group, Inc. and each of its directors and executive officers S-1 333-256202 10.17 5/17/2021 10.17 Form of Management Services Agreement with Affiliated Practices S-1 333-256202 10.19 5/17/2021 21.1* List of subsidiaries of LifeStance Health Group, Inc. X 23.1* Consent of PricewaterhouseCoopers LLP X 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The Cover page from the Annual Report on Form 10-K of LifeStance Health Group, Inc. for the year ended December 31, 2021 formatted in Inline XBRL * Filed herewith. + Indicates a management contract or compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 65 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . LifeStance Health Group, Inc. Date: March 17, 2022 By: /s/ Michael K. Lester Michael K. Lester Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Michael K. Lester Chief Executive Officer, President and Director March 17, 2022 Michael K. Lester (Principal Executive Officer) /s/ J. Michael Bruff Chief Financial Officer March 17, 2022 J. Michael Bruff (Principal Financial and Accounting Officer) /s/ Robert Bessler Director March 17, 2022 Robert Bessler /s/ Darren Black Director March 17, 2022 Darren Black /s/ Jeffrey Crisan Director March 17, 2022 Jeffrey Crisan /s/ William Miller Director March 17, 2022 William Miller /s/ Jeffrey Rhodes Director March 17, 2022 Jeffrey Rhodes /s/ Eric Shuey Director March 17, 2022 Eric Shuey /s/ Seema Verma Director March 17, 2022 Seema Verma /s/ Katherine Wood Director March 17, 2022 Katherine Wood 66 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2021 (Successor) and December 31, 2020 (Successor) F- 4 Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor) F- 5 Consolidated Statements of Changes in Redeemable Units and Stockholders'/Members' Equity for the year ended December 31, 2021 (Successor) and the period from April 13, 2020 to December 31, 2020 (Successor) and Consolidated Statements of Changes in Redeemable Convertible Preferred Units and Members' Deficit for the period from January 1, 2020 to May 14, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor) F- 6 Consolidated Statements of Cash Flows for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor) F- 9 Notes to Consolidated Financial Statements F- 10 F- 1 Report of Independent Regis tered Public Accounting Firm To the Board of Directors and Stockholders of LifeStance Health Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LifeStance Health Group, Inc. and its subsidiaries (Successor) (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income/(loss) and comprehensive income/(loss), of changes in redeemable units and stockholders’/members’ equity and of cash flows for the period from April 13, 2020 through December 31, 2020, and for the year ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the period from April 13, 2020 through December 31, 2020 and for the year ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Seattle, Washington March 17, 2022 We have served as the Company's auditor since 2020. F- 2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Members of LifeStance TopCo, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated statements of income/(loss) and comprehensive income/(loss), of changes in redeemable convertible preferred units and members’ deficit and of cash flows of LifeStance Health, LLC and its subsidiaries (Predecessor) (the “Company”) for the period from January 1, 2020 to May 14, 2020, and for the year ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the period from January 1, 2020 to May 14, 2020 and for the year ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Seattle, Washington April 12, 2021, except for the effects of the reclassification of certain operating expense categories discussed in Note 2 (not presented herein) to the consolidated financial statements appearing in the Company’s Registration Statement on Form S-1 dated May 17, 2021, as to which the date is May 12, 2021. We have served as the Company's auditor since 2020. F- 3 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED BAL ANCE SHEETS AS OF December 31, 2021 AND 2020 (Successor) (In thousands, except for par value) Successor December 31, 2021 December 31, 2020 CURRENT ASSETS Cash and cash equivalents $ 148,029 $ 18,829 Patient accounts receivable, net 76,078 43,706 Prepaid expenses and other current assets 42,413 13,745 Total current assets 266,520 76,280 NONCURRENT ASSETS Property and equipment, net 152,242 59,349 Intangible assets, net 300,355 332,796 Goodwill 1,204,544 1,098,659 Deposits 3,448 2,647 Total noncurrent assets 1,660,589 1,493,451 Total assets $ 1,927,109 $ 1,569,731 LIABILITIES, REDEEMABLE UNITS AND STOCKHOLDERS'/MEMBERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 14,152 $ 7,688 Accrued payroll expenses 60,002 38,024 Other accrued expenses 26,510 14,685 Current portion of contingent consideration 14,123 10,563 Other current liabilities 1,965 4,961 Total current liabilities 116,752 75,921 NONCURRENT LIABILITIES Long-term debt, net 157,416 362,534 Other noncurrent liabilities 50,325 11,363 Contingent consideration, net of current portion 3,307 5,851 Deferred tax liability, net 54,281 81,226 Total noncurrent liabilities 265,329 460,974 Total liabilities $ 382,081 $ 536,895 COMMITMENT AND CONTINGENCIES (see Note 18 ) REDEEMABLE UNITS Redeemable Class A units – 0 and 35,000 units authorized, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively — 35,000 STOCKHOLDERS’/MEMBERS’ EQUITY Common units A-1 – 0 and 959,563 units authorized, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively — 959,563 Common units A-2 – 0 and 49,946 units authorized, issued and outstanding as of December 31, 2021 and December 31, 2020, respectively — 49,946 Common units B – 0 and 179,000 units authorized as of December 31, 2021 and December 31, 2020, respectively; 0 units issued and outstanding as of December 31, 2021 and December 31, 2020 — — Preferred stock – par value $ 0.01 per share; 25,000 and 0 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020 — — Common stock – par value $ 0.01 per share; 800,000 and 0 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 374,255 and 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 3,743 — Additional paid-in capital 1,898,357 1,452 Accumulated deficit ( 357,072 ) ( 13,125 ) Total stockholders'/members’ equity 1,545,028 997,836 Total liabilities, redeemable units and stockholders’/members’ equity $ 1,927,109 $ 1,569,731 The accompanying Notes are an integral part of these consolidated financial statements. F- 4 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME/(LO SS) AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED December 31, 2021 (Successor) , THE period from April 13, 2020 to December 31, 2020 (Successor) , THE period from January 1, 2020 to May 14, 2020 (Predecessor) AND THE YEAR ENDED December 31, 2019 (Predecessor) (In thousands, except for Net Loss per Share) Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 TOTAL REVENUE $ 667,511 $ 265,556 $ 111,661 $ 212,518 OPERATING EXPENSES Center costs, excluding depreciation and amortization shown separately below 466,003 179,264 78,777 150,122 General and administrative expenses 433,725 51,841 20,854 41,060 Depreciation and amortization 54,136 27,710 3,335 6,095 Total operating expenses $ 953,864 $ 258,815 $ 102,966 $ 197,277 (LOSS) INCOME FROM OPERATIONS $ ( 286,353 ) $ 6,741 $ 8,695 $ 15,241 OTHER INCOME (EXPENSE) (Loss) gain on remeasurement of contingent consideration ( 2,610 ) ( 576 ) 322 229 Transaction costs ( 3,762 ) ( 3,937 ) ( 33,247 ) ( 2,186 ) Interest expense ( 38,911 ) ( 19,112 ) ( 3,020 ) ( 5,409 ) Other expense ( 1,469 ) ( 263 ) ( 14 ) — Total other expense $ ( 46,752 ) $ ( 23,888 ) $ ( 35,959 ) $ ( 7,366 ) (LOSS) INCOME BEFORE INCOME TAXES ( 333,105 ) ( 17,147 ) ( 27,264 ) 7,875 INCOME TAX BENEFIT (PROVISION) 25,908 4,022 2,319 ( 2,206 ) NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) $ 5,669 Accretion of Redeemable Class A units ( 36,750 ) — — — Accretion of Series A-1 redeemable convertible preferred units (Note 14) — — ( 272,582 ) ( 62,975 ) Cumulative dividend on Series A redeemable convertible preferred units (Note 14) — — ( 662 ) ( 1,598 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS $ ( 343,947 ) $ ( 13,125 ) $ ( 298,189 ) $ ( 58,904 ) NET LOSS PER SHARE, BASIC AND DILUTED ( 1.05 ) ( 0.04 ) Weighted-average shares used to compute basic and diluted net loss per share 327,523 302,335 The accompanying Notes are an integral part of these consolidated financial statements. F- 5 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS’/MEMBERS’ E QUITY FOR THE YEAR ENDED December 31, 2021 (Successor) AND THE period from April 13, 2020 to December 31, 2020 (Successor) AND CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND MEMBERS’ DEFICIT FOR THE period from January 1, 2020 to May 14, 2020 (Predecessor) AND THE YEAR ENDED December 31, 2019 (Predecessor) (In thousands) Class A Redeemable Units Class A-1 Common Units Class A-2 Common Units Class B Common Units Common Stock Additional Paid-in Accumulated Total Stockholders'/ Members' Successor Units Amount Units Amount Units Amount Units Amount Shares Amount Capital Deficit Equity Balances at December 31, 2020 35,000 $ 35,000 959,563 $ 959,563 49,946 $ 49,946 — $ — — $ — $ 1,452 $ ( 13,125 ) $ 997,836 Net loss — — — — — — — — — — — ( 307,197 ) ( 307,197 ) Issuance of common units — — — — 962 1,000 — — — — — — 1,000 Accretion of Redeemable Class A Units — 36,750 — — — — — — — — — ( 36,750 ) ( 36,750 ) Issuance of common units for acquisitions of businesses — — — — 725 1,486 — — — — — — 1,486 Vesting of Class B Profits Interests — — — — — — 17,920 — — — — — — Conversion of Redeemable Class A Units into common stock upon closing of initial public offering ( 35,000 ) ( 71,750 ) — — — — — — 10,234 102 71,648 — 71,750 Conversion of common units into common stock upon closing of initial public offering — — ( 959,563 ) ( 959,563 ) ( 51,633 ) ( 52,432 ) — — 295,663 2,957 1,009,038 — — Conversion of vested Class B Profits Interests to common stock upon closing of initial public offering — — — — — — ( 17,920 ) — 4,186 42 ( 42 ) — — Conversion of unvested Class B Profits Interests to restricted stock upon closing of initial public offering — — — — — — — — 30,766 308 ( 308 ) — — Issuance of common stock upon closing of initial public offering, net — — — — — — — — 32,800 328 548,577 — 548,905 Endowment of shares to the LifeStance Health Foundation — — — — — — — — 500 5 8,995 — 9,000 Issuance of common stock upon vesting of restricted stock units — — — — — — — — 106 1 ( 442 ) — ( 441 ) Stock and unit-based compensation expense — — — — — — — — — — 259,439 — 259,439 Balances at December 31, 2021 — $ — — $ — — $ — — $ — 374,255 $ 3,743 $ 1,898,357 $ ( 357,072 ) $ 1,545,028 The accompanying Notes are an integral part of these consolidated financial statements. F- 6 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS’/MEMBERS’ EQUITY FOR THE YEAR ENDED December 31, 2021 (Successor) AND THE period from April 13, 2020 to December 31, 2020 (Successor) AND CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND MEMBERS’ DEFICIT FOR THE period from January 1, 2020 to May 14, 2020 (Predecessor) AND THE YEAR ENDED December 31, 2019 (Predecessor) (In thousands) Class A Redeemable Units Class A-1 Common Units Class A-2 Common Units Class B Common Units Additional Paid-in Accumulated Total Members' Successor Units Amount Units Amount Units Amount Units Amount Capital Deficit Equity Balances at April 13, 2020 — $ — — $ — — $ — — $ — $ — $ — $ — Net loss — — — — — — — — — ( 13,125 ) ( 13,125 ) Issuance of redeemable/common units at TPG Acquisition 35,000 35,000 310,978 310,978 35,845 35,845 — — — — 346,823 Issuance of common units to TPG at TPG Acquisition — — 633,585 633,585 — — — — — — 633,585 Issuance of common units to new investors — — 15,000 15,000 6,000 6,000 — — — — 21,000 Issuance of common units for acquisitions of businesses — — — — 7,590 7,590 — — — — 7,590 Issuance of common units for convertible promissory note conversion — — — — 511 511 — — — — 511 Unit-based compensation expense — — — — — — — — 1,452 — 1,452 Balances at December 31, 2020 35,000 $ 35,000 959,563 $ 959,563 49,946 $ 49,946 — $ — $ 1,452 $ ( 13,125 ) $ 997,836 Series A Redeemable Convertible Preferred Units Series A-1 Redeemable Convertible Preferred Units Class A Common Units Class C Common Units Additional Paid-in Accumulated Total Members' Predecessor Units Amount Units Amount Units Amount Units Amount Capital Deficit Deficit Balances at December 31, 2019 16,459 $ 20,261 109,838 $ 282,652 25,252 $ 3 4,980 $ — $ — $ ( 166,358 ) $ ( 166,355 ) Net loss — — — — — — — — — ( 24,945 ) ( 24,945 ) Repurchases of Series A redeemable convertible preferred units ( 333 ) ( 500 ) — — — — — — — ( 500 ) ( 500 ) Accretion of Series A-1 redeemable convertible preferred units — — — 272,582 — — — — — ( 272,582 ) ( 272,582 ) Balances at May 14, 2020 16,126 $ 19,761 109,838 $ 555,234 25,252 $ 3 4,980 $ — $ — $ ( 464,385 ) $ ( 464,382 ) The accompanying Notes are an integral part of these consolidated financial statements. F- 7 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS’/MEMBERS’ EQUITY FOR THE YEAR ENDED December 31, 2021 (Successor) AND THE period from April 13, 2020 to December 31, 2020 (Successor) AND CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND MEMBERS’ DEFICIT FOR THE period from January 1, 2020 to May 14, 2020 (Predecessor) AND THE YEAR ENDED December 31, 2019 (Predecessor) (In thousands) Series A Redeemable Convertible Preferred Units Series A-1 Redeemable Convertible Preferred Units Class A Common Units Class C Common Units Additional Paid-in Accumulated Total Members' Predecessor Units Amount Units Amount Units Amount Units Amount Capital Deficit Deficit Balances at January 1, 2019 13,574 $ 14,491 109,838 $ 219,677 25,252 $ 3 4,955 $ — $ — $ ( 109,106 ) $ ( 109,103 ) Net income — — — — — — — — — 5,669 5,669 Issuance of Series A redeemable convertible preferred units for acquisitions of businesses 2,885 5,770 — — — — — — — — — Exercise of unit-based awards — — — — — — 25 — — — — Unit-based compensation expense — — — — — — — — 54 — 54 Accretion of Series A-1 redeemable convertible preferred units — — — 62,975 — — — — ( 54 ) ( 62,921 ) ( 62,975 ) Balances at December 31, 2019 16,459 $ 20,261 109,838 $ 282,652 25,252 $ 3 4,980 $ — $ — $ ( 166,358 ) $ ( 166,355 ) The accompanying Notes are an integral part of these consolidated financial statements. F- 8 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CAS H FLOWS FO R THE YEAR ENDED December 31, 2021 (SUCCESSOR), THE period from April 13, 2020 to December 31, 2020 (Successor), THE period from January 1, 2020 to May 14, 2020 (Predecessor) AND THE YEAR ENDED December 31, 2019 (Predecessor) (In thousands) Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) $ 5,669 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation and amortization 54,136 27,710 3,335 6,095 Stock and unit-based compensation 259,439 1,452 — 54 Deferred income taxes ( 26,945 ) ( 4,156 ) ( 2,345 ) 1,760 Loss on debt extinguishment 14,440 3,066 — — Amortization of debt issue costs 1,797 759 215 707 Loss (gain) on remeasurement of contingent consideration 2,610 576 ( 322 ) ( 229 ) Endowment of shares to LifeStance Health Foundation 9,000 — — — Change in operating assets and liabilities, net of businesses acquired: Patient accounts receivable ( 24,213 ) ( 8,183 ) ( 5,122 ) ( 5,759 ) Prepaid expenses and other current assets ( 29,121 ) ( 1,101 ) ( 4,526 ) ( 2,233 ) Accounts payable 623 2,467 ( 1,638 ) 2,535 Accrued payroll expenses 15,265 58 8,753 5,201 Other accrued expenses 39,586 ( 31,492 ) 40,031 3,248 Net cash provided by (used in) operating activities 9,420 ( 21,969 ) 13,436 17,048 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 94,492 ) ( 25,262 ) ( 12,804 ) ( 14,314 ) Acquisition of Predecessor, net of cash acquired — ( 646,694 ) — — Acquisitions of businesses, net of cash acquired ( 99,584 ) ( 164,135 ) ( 12,274 ) ( 59,061 ) Net cash used in investing activities ( 194,076 ) ( 836,091 ) ( 25,078 ) ( 73,375 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from initial public offering, net of underwriters discounts and commissions and deferred offering costs 548,905 — — — Contributions from Members related to acquisition of Predecessor — 633,585 — — Issuance of common units to new investors 1,000 21,000 — — Repurchase of Series A redeemable convertible preferred units — — ( 1,000 ) — Proceeds from long-term debt 98,800 392,064 74,350 55,938 Payments of debt issue costs ( 2,360 ) ( 8,684 ) ( 650 ) ( 1,964 ) Payments of long-term debt ( 311,390 ) ( 156,785 ) ( 18,222 ) ( 488 ) Prepayment for debt paydown ( 8,820 ) — — — Payments of contingent consideration ( 12,279 ) ( 4,291 ) ( 19,093 ) ( 5,023 ) Net cash provided by financing activities 313,856 876,889 35,385 48,463 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 129,200 18,829 23,743 ( 7,864 ) Cash and Cash Equivalents - Beginning of period 18,829 — 3,481 11,345 CASH AND CASH EQUIVALENTS – END OF PERIOD $ 148,029 $ 18,829 $ 27,224 $ 3,481 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 22,415 $ 14,292 $ 2,857 $ 4,582 Cash paid for taxes $ 1,093 $ 221 $ 25 $ 254 SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES Equipment financed through capital leases $ 1,438 $ 109 $ 415 $ 787 Contingent consideration incurred in acquisitions of businesses $ 10,685 $ 10,220 $ 3,788 $ 22,868 Acquisition of property and equipment included in liabilities $ 15,845 $ 4,465 $ 2,718 $ 1,249 Issuance of Series A redeemable convertible preferred units for acquisitions of businesses $ — $ — $ — $ 5,770 Issuance of common units for convertible promissory note conversion $ — $ 511 $ — $ — Issuance of common units for acquisitions of businesses $ 1,486 $ 7,590 $ — $ — Taxes related to net share settlement of equity awards included in liabilities $ 441 $ — $ — $ — The accompanying Notes are an integral part of these consolidated financial statements. F- 9 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDA TED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 1 NATURE OF THE BUSINESS Description of Business LifeStance Health Group, Inc. (“LifeStance Health Group”) was formed as a Delaware corporation on January 28, 2021 for the purpose of completing an initial public offering (“IPO”) and related transactions in order to carry on the business of LifeStance TopCo, L.P. (“LifeStance TopCo”) and subsidiaries. LifeStance Health Group is the sole equity holder of LifeStance TopCo and operates and controls all of the business and affairs. As a result, LifeStance Health Group consolidates the financial results of LifeStance TopCo, its wholly-owned subsidiaries and variable interest entities. LifeStance Health Group and LifeStance TopCo are collectively referred to herein as the “Company”, "LifeStance" or "LifeStance Health". The Company operates as a provider of outpatient mental health services, spanning psychiatric evaluations and treatment, psychological and neuropsychological testing, and individual, family and group therapy. Initial Public Offering On June 14, 2021, the Company completed its IPO in which it issued and sold 32,800 shares of common stock and affiliates of TPG Inc. ("TPG"), affiliates of Silversmith Capital Partners ("Silversmith"), and affiliates of Summit Partners ("Summit") (collectively, the "Selling Shareholders") sold 7,200 shares of common stock at an offering price of $ 18.00 per share. The Selling Shareholders granted the underwriters an option to purchase an additional 6,000 shares of common stock. The underwriters exercised in full their option to purchase additional shares, and the sale of the option shares was completed on June 25, 2021. The Company received net proceeds of $ 548,905 , after deducting underwriting discounts and commissions of $ 32,472 and deferred offering costs of $ 9,023 . The Company did not receive any proceeds from the sale of shares by the Selling Stockholders, including the option shares. Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of the Company’s common stock in the IPO, including legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. Prior to the IPO, each of the holders of partnership interests in LifeStance TopCo contributed its partnership interests to LifeStance Health Group in exchange for shares of common stock (including shares of common stock issued as restricted stock subject to vesting) of LifeStance Health Group (the "Organizational Transactions"). Following the contribution of partnership interests, LifeStance TopCo became wholly-owned by LifeStance Health Group. The number of shares of common stock that each such holder of partnership interests in LifeStance TopCo received was determined based on the value that such holder would have received under the distribution provisions of the limited partnership agreement of LifeStance TopCo, with shares of common stock valued by reference to the IPO price. All 1,046,196 of LifeStance TopCo’s outstanding redeemable and common Class A units and 152,620 Class B units (the "Class B Common Units", "Profits Interests Units" or "Profits Interests") were contributed in exchange for 310,083 shares of common stock of LifeStance Health Group plus 30,766 shares of common stock issued as restricted stock subject to vesting. As a result of this contribution and exchange, the Company reclassified $ 71,648 of redeemable units and $ 1,008,688 of common units to additional paid-in capital and $ 3,408 to common stock on the Company’s consolidated balance sheets. In connection with the IPO, the Company established the LifeStance Health Foundation, a non-profit organization that focuses on youth mental health, and the mental health of underrepresented minority communities, the underemployed and the uninsured. While the LifeStance Health Foundation was founded by LifeStance and will be operated by a board of directors that the Company expects to include from time to time certain of its officers and employees, including its Chief Executive Officer, the LifeStance Health Foundation was established as an independent legal entity and will not be owned or controlled by LifeStance or its stockholders. Concurrently with the closing of the IPO, the Company endowed the LifeStance Health Foundation through a combination of $ 1,000 in cash and 500 shares of its common stock, representing aggregate cash and equity value of $ 10,000 . Following the effective date of the IPO, LifeStance Health Group consolidates the financial results of LifeStance TopCo, its wholly-owned subsidiaries and variable interest entities ("VIEs") and the financial statements for the periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Prior to the IPO restructuring transactions, LifeStance Health Group had no operations . F- 10 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the results of the Company, its wholly-owned subsidiaries, and variable interest entities in which the Company has an interest and is the primary beneficiary (see “Variable Interest Entities” below). Intercompany transactions and balances have been eliminated in consolidation. Use of Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Significant estimates and assumptions by management may affect total revenue impacted by variable consideration and discounts, price concessions, allowance for credit losses, the carrying value of long-lived assets (including goodwill and intangible assets), acquisition accounting, the calculation of a contingent liability in connection with an acquisition, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, payor settlements, contingencies, litigation and related legal accruals and the value attributed to employee stock and unit-based awards. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. That method requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The consideration the Company transfers in exchange for the acquiree may also include equity interests which the Company records at fair value at closing of the transaction. Transaction costs incurred as a result of the acquisitions are expensed in the Company’s consolidated financial statements in the period incurred. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, and discount rates. Fair value estimates are based on the assumptions the Company believes a market participant would use in pricing the asset or liability. Management’s estimates of fair value are based upon assumptions determined to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the estimates. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. The measurement period provides a reasonable period of time to determine the value of identifiable assets acquired, liabilities assumed, consideration transferred, equity interests, and goodwill. New information that gives rise to a measurement period adjustment should relate to events or circumstances existing at the acquisition date. Information pertaining to events that occur after the acquisition date are not measurement period adjustments. All changes that do not qualify as measurement period adjustments are included in current period earnings. The Company includes the results of all acquisitions in the consolidated financial statements from the date of acquisition. F- 11 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Segment Information The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single operating and reportable segment, mental health services, for all periods presented. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition. Cash and cash equivalents consist of demand deposits held with financial institutions. Cash is stated at cost, which approximates fair value. The Company maintains cash balances at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the amounts on deposit may exceed the insured limit. Total Revenue Total revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients, third-party payors (including health insurers and government programs) and others and include variable consideration for retroactive adjustments due to settlement of audits, reviews and investigations. Generally, the Company bills patients and third-party payors several days after the services are performed. The Company has elected the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects the period between when service is transferred to a customer and when the customer pays for the service will be one year or less. Revenue is recognized as the related performance obligation is satisfied. In patient revenue, the patient is the Company’s customer, and a signed patient treatment consent generally represents a written contract between the Company and the patient. Performance obligations are determined based on the nature of the services provided by the Company. Generally, the Company’s performance obligations are satisfied over time and relate to counselling sessions that are discrete in nature and commence and terminate at the discretion of the patient and thus each individual counselling session is a performance obligation. Revenue for performance obligations satisfied over time is recognized when the services are rendered based on the amount the Company expects to be entitled to for the services provided to the patient. The Company believes this method provides a faithful depiction of the transfer of services. Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in Accounting Standards Codification (“ASC”) 606-10-50-14(A) and, therefore, is not required to disclose the aggregate amount of the transaction prices allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company determined the underlying nature of the services provided are consistent irrespective of the payor type. Therefore, management assesses price concessions using a portfolio approach in its contracts with patients. The Company reports revenue net of price concessions related to contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy and/or implicit price concessions provided to patients. The differences between the price at which the Company expects to receive from patients and the standard billing rates, deemed implicit price concessions, are accounted for as contractual adjustments or discounts, which are deducted from gross revenue to arrive at net revenues. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and its historical experience. Settlements with third-party payors for retroactive adjustments due to audits, review or investigations and disputes by either the Company or the third-party payors within the allowable specific timeframe are considered variable consideration and are included in the determination of estimated transaction price for providing patient services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as new information becomes available, or as years are settled or are no longer subject to such audits, reviews and investigations. Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance, which vary in amount. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and for those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient F- 12 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) service revenue in the period of the change. Adjustments arising from a change in the estimate of the transaction price were not material for all periods presented. Subsequent changes that are determined to be the result of an adverse change in the patient’s or third-party payor’s ability to pay are recorded as bad debt expense. Services are occasionally provided to patients with a reduced ability to pay for their care. Therefore, the Company has determined it has provided implicit price concessions to patients who may be in need of financial assistance. The implicit price concessions included in estimating the transaction price represent the difference between amounts billed to patients and the amounts the Company expects to collect based on its collection history with those patients. Patients who meet the Company’s criteria for discounted pricing are provided care at amounts less than established rates. Such amounts determined to be financial assistance are not reported as revenue. Patient Accounts Receivable Patient accounts receivable are carried at the original charge for the services provided adjusted for explicit and implicit price concessions, including allowances for contractual adjustments. Management regularly reviews data about the major payor sources of revenue in evaluating the sufficiency of the explicit and implicit price concessions. For receivables associated with services provided to patients who have third-party insurance coverage, the Company analyzes contractually due amounts and provides an allowance for contractual adjustments. In evaluating the collectability of patient receivables, the Company analyzes its past history and identifies trends for each of its major payor sources of revenue to estimate the appropriate allowance for credit losses and provision for bad debts. Management determines the allowance for credit losses by identifying troubled accounts, by using historical experience applied to an aging of accounts, and by considering a patient’s financial history, credit history, and current economic conditions. Patient accounts receivable are written off as bad debt expense when deemed uncollectible. Recoveries of receivables previously written off are recorded as bad debt recoveries. The Company grants credit without collateral to its patients, most of whom are insured under third-party payor agreements. Revenue and cash flows from the Medicare program are dependent upon the rates set by, and the promptness of payment from, federally administered programs, and in management’s opinion do not create a significant credit risk to the Company. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Major additions and improvements are capitalized, while replacements, maintenance, and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation of property and equipment is computed primarily using the straight-line method over the following estimated useful lives: Furniture, fixtures and equipment 5 - 7 years Computers and peripherals 3 years Medical equipment 7 years Assets acquired under capital leases, and leasehold improvements, are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of the assets, generally 5 to 10 years . When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of income/(loss) and comprehensive income/(loss) in the period realized. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There was no impairment of long-lived assets for all periods presented. Goodwill Goodwill reflected on the consolidated balance sheets as of December 31, 2021 and 2020 (Successor) relates to goodwill from the TPG Acquisition (see Note 3) and additional goodwill from the Company’s acquisitions of businesses during the Successor period. Goodwill represents the excess of the purchase price of the acquired businesses over the fair value of the F- 13 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. An impairment charge is recognized for the excess of the carrying value of the reporting unit inclusive of goodwill over the fair value of the reporting unit. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company operates as a single operating segment and as a single reporting unit for evaluating goodwill impairment. The Company completed its annual impairment tests in 2021 and 2020 to determine if it is more-likely-than-not that the fair value of its reporting unit was less than its carrying value. Effective in 2021, on a prospective basis, the Company changed its annual goodwill impairment testing date from December 31 to October 1 to better align th e testing date with its financial planning process. Management has determined that the change in the testing date does not represent a material change to a method of applying an accounting principle as this change does not accelerate, delay, avoid or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The Company’s qualitative assessment took into consideration its operating and competitive environment, any changes in the business or financial performance, and any potential related impacts to its cash flows. Additionally, the Company considered other factors, such as the credit environment, its access to capital and its ability to re-negotiate insurance rates. The Company's annual goodwill impairment analyses in 2021 and 2020 indicated that goodwill was not impaired. Intangible Assets Intangible assets consist of identifiable intangible assets acquired through business acquisitions. Intangible assets with definite lives are amortized on the straight-line basis over their estimated useful lives or contractual lives, whichever is shorter, as follows: Non-competition agreements 4 to 6 years Trade names 5 to 22.5 years Fair Value Fair value is the price at which an asset could be exchanged or a liability transferred (an exit price) in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used on measuring fair value. These tiers include: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Inputs are other than quoted prices included in Level 1, which are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying values of the Company’s financial instruments approximate fair value due to their short-term maturities. The Company has obligations to transfer contingent consideration to former owners and sellers of certain entities in conjunction with its acquisitions, if specified future operational objectives and/or financial results are met. The Company records the acquisition date fair value of these contingent liabilities and measures the fair value on a recurring basis. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. The fair value is derived using valuation methodologies, such as a discounted cash flow F- 14 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) model, and is not based on market exchange, dealer, or broker traded transactions. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The valuation methodology differs depending on the type of earn-out target (see Note 8). Variable Interest Entities The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available information. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The Company acquires and operates certain care centers which are deemed to be Friendly-Physician Entities (“FPEs”). As part of an FPE acquisition, the Company acquires 100 % of the non-medical assets, however due to legal requirements the physician-owners must retain 100% of the equity interest. The Company’s agreements with FPEs generally consist of both a Management Service Agreement, which provide for various administrative and management services to be provided by the Company to the FPE, and Stock Transfer Restriction (“STR”) agreements with the physician-owners of the FPEs, which provide for the transition of ownership interest of the FPEs under certain conditions. The outstanding voting equity instruments of the FPEs are owned by the nominee shareholders appointed by the Company under the terms of the STR. The Company has the right to receive income as an ongoing management fee, which effectively absorbs all of the residual interests and has also provided financial support through loans to the FPEs. The Company has exclusive responsibility for the provision of all nonmedical services including facilities, technology and intellectual property required for the day-to-day operation and management of each of the FPEs, and makes recommendations to the FPEs in establishing the guidelines for the employment and compensation of the physicians and other employees of the FPEs. In addition, the STR provides that the Company has the right to designate a person(s) to purchase the equity interest of the FPE for a nominal amount in the event of a succession event at the Company’s discretion. Based on the provisions of these agreements, the Company determined that the FPEs are VIEs due to its equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs. The contractual arrangements described above allow the Company to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, the Company is the primary beneficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company provides to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are allocated to the Company members. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. As noted previously, the Company acquires 100% of the non-medical assets of the VIEs. The aggregate carrying values of the VIEs total assets and total liabilities not purchased by the Company but included on the consolidated balance sheets were not material at December 31, 2021 and 2020 (Successor) . Stock and Unit-based Compensation Unit-based compensation is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the recipient is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value using the Black-Scholes option pricing model for the Class A and Class C Incentive Units granted prior to May 14, 2020 in the Predecessor periods. On the grant date, recipients of the Class C Units and Class A Units purchased the units at their fair market value paid in cash. Additionally, beginning on May 14, 2020, the Company granted Class B Units (the “Class B Units” or “Profits Interests”) to certain employees under the Company’s Partnership Interest Award agreement (“Partnership Interest Award Agreement”) during the Successor period in 2020. The Board may reward employees with various types of awards, including but not limited to, profits interest on a service-based or performance-based schedule. These awards also contain market conditions. The Company estimates the fair value using the Monte Carlo simulation model for the Class B Units. F- 15 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) For Service-Vesting Units, the Company recognizes unit-based compensation expense over the requisite service period for each separately vesting portion of the profits interest as if the award was, in-substance, multiple awards. According to the terms of the Partnership Interest Award Agreement, 20% of the Class B Units vest on the one year anniversary of May 14, 2020; and the remaining 80% of the Class B Units vest monthly in equal amounts, until fully vested over a five year period starting on the grant date. For Performance-Vesting Units, the Company recognizes unit-based compensation expense when it is probable that the sale of the Company or initial public offering will be achieved. The Company analyzed if a performance condition was probable for each reporting period for awards subject to performance vesting prior to the modification of the awards immediately prior to the IPO. Following the IPO, the Company accounts for stock-based compensation awards approved by the Board of Directors, including restricted stock and restricted stock units ("RSUs"), based on their estimated grant date fair value. The Company estimates the fair value of the restricted stock and RSUs based on the fair value of the underlying common stock. The Company's restricted stock and RSUs are granted on a market and service-based vesting conditions. The service-based awards are recognized at fair value on their grant date on a straight line basis over the requisite service period, which is generally two to three years. The market-based vesting conditions will provide for the holder to vest one-third of their awards within six months of the IPO, one-third of their awards on the first anniversary of the IPO, one-sixth of their awards eighteen months from the completion of the IPO and the remaining one-sixth of their awards two years from the completion of the IPO. The Company has elected to account for forfeitures as they occur. Advertising and Marketing Costs Advertising and marketing costs include all communications and campaigns to the Company’s clients and target audience. Advertising costs are charged to expense as they are incurred in general and administrative expenses within the Company’s consolidated statements of income/(loss) and comprehensive income/(loss). Advertising expense for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor), and the year ended December 31, 2019 (Predecessor) were $ 11,696 , $ 1,942 , $ 663 , and $ 646 , respectively. Debt Issue Costs For term loans, debt issue costs are presented net within total long-term debt and amortized using the effective interest rate method over the term of the loan. For revolving loans, the Company presents the debt issue costs as an asset and amortizes the costs on a straight-line basis over the term of the revolving loan. Amortization of debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of income/(loss) and comprehensive income/(loss) and amounted to $ 7,417 , $ 3,825 , $ 215 and $ 707 for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor), and the year ended December 31, 2019 (Predecessor) , respectively. Income Taxes The Company is subject to income taxes in both the United States and several state jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when book/tax differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance on deferred tax assets when it is determined that some portion or all of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, management evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods. The Company did not maintain a valuation allowance at December 31, 2021 and 2020 (Successor). The Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more-likely-than-not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50 % likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax F- 16 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) positions on a regular basis. Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense, net in the consolidated statements of income/(loss) and comprehensive income/(loss). Retirement Plan The Company maintains a profit sharing and retirement savings 401(k) plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. The Company 401(k) Plan provides for a 401(k) matching program under which the Company will match 100% of the employees’ contribution up to 3% of the employees’ compensation, plus 50% of salary deferrals between 3% and 5% of employees’ compensation. The matching contribution is subject to certain eligibility and vesting conditions. The Company recorded expense of $ 11,375 , $ 4,231 , $ 1,819 and $ 2,661 for the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), the period from January 1, 2020 to May 14, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor) , respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. Comprehensive Income/(Loss) Comprehensive income/(loss) is equal to net income/(loss). Net Loss Per Share Net loss per share is computed in conformity with the two-class method required for participating securities. Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common shares, including potential dilutive common shares assuming the dilutive effect of common share equivalents, to the extent dilutive. Basic and diluted net loss per unit was the same for each period presented as the inclusion of all potential shares of common shares outstanding would have been anti-dilutive. Indemnification The Company’s arrangements generally include certain provisions for indemnifying patients against liabilities if there is a breach of a patient’s data or if the Company’s service infringes on a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Professional Liability Insurance The Company maintains a professional liability insurance policy with a third-party insurer on a claims-made basis. The reserve for professional liability includes a claims-made basis of reported losses and amounts for incurred but not reported losses utilizing actuarial studies of historical and industry data (see Note 18). Concentrations of Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and patient accounts receivable. Although the Company deposits its cash with multiple financial institutions in the U.S., its deposits, at times, may exceed federally insured limits. The Company does not have any individual customer that exceeded 10% of the Company’s patient accounts receivable balance at December 31, 2021 and 2020 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2021 and 2020 (Successor). These payors comprise 17 % and 19 % , of the patient accounts receivable balance, respectively, as of December 31, 2021 (Successor), and 25 % and 23 % , respectively, as of December 31, 2020 (Successor) . F- 17 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company's consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and also issued subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2020-02, and ASU 2020-05 (collectively, “ASC 842”). ASC 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. ASC 842 is effective for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, inclusive of a one year deferral provided by ASU 2020-05. ASC 842 must be adopted using a modified retrospective method and early adoption is permitted. The Company is in the process of determining the impact of the adoption of ASC 842 on the Company’s consolidated financial statements and disclosures. The Company has organized an implementation group to ensure the completeness of its lease information, analyze the appropriate classification of leases under the new standard, and develop new processes to execute, approve and classify leases on an ongoing basis. However, given the Company’s current operating lease portfolio (see Note 17 and Note 18) the Company expects the recognition of the right-of-use assets and lease liabilities to have a material impact on the Company’s consolidated balance sheets. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11 (collectively, "ASC 326"). ASC 326 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASC 326 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASC 326 is effective for public companies for annual periods beginning after December 15, 2019, including interim periods within those fiscal years and private entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASC 326 will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASC 326 on the Company’s consolidated financial statements and disclosures. In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years and for private entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued and all other entities for periods for which financial statements have not yet been made available for issuance. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments issued in March 2020 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The F- 18 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is still evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements and disclosures. NOTE 3 TPG ACQUISITION On April 14, 2020 , LifeStance Holdings entered into a merger agreement among LifeStance Holdings, Lynnwood Intermediate Holdings, Inc., Merger Sub and Shareholder Representatives Services LLC. Immediately prior to the TPG Acquisition, LifeStance Health, LLC completed a reorganization pursuant to which the equity holders of LifeStance Health, LLC, including affiliates of Summit and affiliates of Silversmith (together with TPG and Summit, the Company’s “Principal Stockholders”) received a distribution of 100 % of the equity interests of LifeStance Health Holdings, a direct subsidiary of LifeStance Health, LLC, in complete redemption of their equity interests of LifeStance Health, LLC. Pursuant to the TPG Acquisition, (i) the historic equity holders of LifeStance Health, LLC contributed a portion of their units of LifeStance Holdings to LifeStance TopCo in exchange for equity interests of LifeStance TopCo and (ii) an indirect subsidiary of LifeStance TopCo, merged with and into LifeStance Holdings, with shareholders of LifeStance Holdings receiving cash consideration in connection with cancellation of the remainder of their shares. LifeStance TopCo has a controlling financial interest in LifeStance Holdings under the voting interest model. Therefore, the Company determined LifeStance TopCo would consolidate LifeStance Holdings. Further, the TPG Acquisition is considered to constitute a change in control of the LifeStance business, with LifeStance TopCo being deemed the acquirer. The TPG Acquisition has been accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations , which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Immediately prior to the transaction, LifeStance Health, LLC was the reporting entity. As noted above, this entity will be considered the predecessor entity and the period prior to and including May 14, 2020 will be the predecessor period. LifeStance Health, LLC was subsequently dissolved as part of the transaction. Given that LifeStance TopCo is the accounting acquirer, it will be considered the successor entity and the successor period will begin on April 13, 2020. For the period from April 13, 2020 through May 13, 2020, the operations of LifeStance TopCo were limited to those incident to its formation and the TPG Acquisition, which were not significant. Pursuant to the merger, LifeStance TopCo issued 979,563 Class A-1 Units and 35,845 Class A-2 Units to certain of its equity holders, including TPG, Summit, Silversmith and members of the Company’s management team. Following the acquisition, the Company has conducted its business through LifeStance TopCo, L.P. and its consolidated subsidiaries. All previously owned preferred units were converted into LifeStance TopCo common units upon the acquisition. Total consideration transferred consisted of the following: Cash consideration $ 670,941 Class A-1 units 345,978 Class A-2 units 35,845 Total consideration transferred $ 1,052,764 The total consideration of $ 1,052,764 consisted of $ 381,823 equity, including 345,978 Class A-1 Units and 35,845 Class A-2 Units at $ 1 per unit and $ 670,941 cash, including $ 4,500 cash placed in escrow, transaction fees, cash for debt repayment, and a working capital adjustment. The Company recorded the fair value of net assets acquired of $ 126,106 and recorded goodwill of $ 926,658 on May 14, 2020. F- 19 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Allocation of Purchase Price Amount Cash $ 27,224 Patient accounts receivable 25,152 Property and equipment 34,813 Prepaid expenses and other current assets 9,590 Deposits 1,766 Intangible assets 344,300 Goodwill 926,658 Total assets acquired 1,369,503 Accounts payable 3,456 Accrued payroll expenses 25,739 Other accrued expenses 48,655 Current portion of contingent consideration 5,861 Other current liabilities 1,848 Long-term debt, net 135,006 Other noncurrent liabilities 9,617 Contingent consideration, net of current portion 4,048 Deferred tax liability, net 82,509 Total liabilities assumed 316,739 Fair value of net assets $ 1,052,764 The fair value of assets and liabilities other than intangible assets approximate the carrying amount as of acquisition date. The liquidity of receivables are based on contractual rates to payors. The identifiable intangible assets acquired include the LifeStance corporate trade name, trade names related to the regional clinics, non-competition agreements with the Company’s executives, and non-competition agreements with providers. In order to value trade names, the “relief-from-royalty” method was utilized. This method is based on the supposition that in lieu of ownership, the Company would be willing to pay a royalty in order to exploit the related benefits of the trade names. The value of the trade names was determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name over the expected useful life. The selected royalty rate (pre-tax) was based on an analysis of various factors, including an analysis of market data and comparable trade name agreements. As it pertains to the non-competition agreements, the “with-and-without” method was utilized to determine the value. Revenue with the non-competition agreement in place was based on the Company’s forecast. The values indicated from the “with-and-without” method were adjusted to reflect the ability, feasibility, and desire for the partners to compete. Subsequent to the closing of the TPG Acquisition, there was an additional cash payment of $ 2,977 related to a working capital adjustment, which was accounted for as a measurement period adjustment (see Note 9). The following table summarizes the fair values of acquired intangible assets as of the date of the TPG Acquisition: Amount Useful Life Trade names – Corporate $ 235,500 22.5 years Trade names – Regional 22,900 5 years Non-competition agreements – Executives 77,500 4 years Non-competition agreements – Providers 8,400 5 years Total intangible assets $ 344,300 Goodwill Goodwill represented the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. There is no tax-deductible goodwill from the TPG Acquisition. F- 20 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Pro Forma The Company’s unaudited pro forma revenue and net loss for the years ended December 31, 2020 and 2019 below have been prepared as if the TPG Acquisition occurred on January 1, 2019. Year ended December 31, 2020 Year ended December 31, 2019 Revenue $ 377,217 $ 212,518 Net loss $ ( 26,727 ) $ ( 52,463 ) The transaction costs related to the TPG Acquisition were $ 32,942 , all of which were expensed as incurred. NOTE 4 ACQUISITIONS During the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), the Company completed the acquisitions of 24 , 17 , and 6 , outpatient mental health practices, respectively. The Company accounted for the acquisitions as business combinations using the acquisition method of accounting. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Total consideration transferred for these acquisitions consisted of the following: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Cash consideration $ 105,203 $ 169,708 $ 12,369 Cash consideration to be paid 326 — — Contingent consideration, at initial fair value 10,685 10,220 3,788 Class A-2 common units 1 1,486 7,590 — Debt consideration — — 500 Total consideration transferred $ 117,700 $ 187,518 $ 16,657 (1) Excludes 511 Class A-2 common units related to the promissory note (see “Debt consideration”) issued during the Predecessor 2020 Period that was subsequently converted to equity during the Successor 2020 Period. The results of the acquired business have been included in the Company’s consolidated financial statements beginning after their acquisition date. It is impracticable to provide historical supplemental pro forma financial information along with revenue and earnings subsequent to the acquisition date for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees were integrated within the Company shortly after closing and are not operating as a discrete entity within the Company’s organizational structure. F- 21 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the dates of acquisition: Successor Predecessor Allocation of Purchase Price Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Cash $ 4,718 $ 5,573 $ 238 Patient accounts receivable 6,954 10,371 1,344 Property and equipment 887 1,948 234 Prepaid expenses and other current assets 428 3,415 68 Deposits 201 521 87 Intangible assets 6,601 11,766 2,080 Goodwill 107,999 169,024 14,099 Total assets acquired 127,788 202,618 18,150 Total liabilities assumed 10,088 15,100 1,493 Fair value of net assets $ 117,700 $ 187,518 $ 16,657 The fair value of assets and liabilities other than intangible assets approximate the carrying amount as of acquisition dates. The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Regional trade names (1) $ 3,940 $ 7,577 $ 1,721 Non-competition agreements (2) 2,661 4,189 359 Total $ 6,601 $ 11,766 $ 2,080 (1) Useful lives for 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 including Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) measures and employee retention and growth (see Note 8). The following table summarizes the maximum contingent consideration based on the acquisition agreements: Successor Predecessor Contingent consideration Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Maximum contingent consideration based on acquisition agreements $ 13,007 $ 19,038 $ 4,336 Goodwill Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating F- 22 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes. NOTE 5 PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: Successor December 31, 2021 December 31, 2020 Clinician advances $ 4,614 $ 4,586 Prepaid rent 4,874 2,549 Prepaid fixed fee bonuses 6,831 1,680 Prepaid other 3,135 1,702 Tenant improvement receivables 18,617 2,418 Other current assets 4,342 810 Total $ 42,413 $ 13,745 NOTE 6 INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2021 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (Years) Regional trade names $ 34,417 $ ( 9,633 ) $ 24,784 5.0 LifeStance trade names 235,500 ( 17,090 ) 218,410 22.5 Non-competition agreements 92,750 ( 35,589 ) 57,161 4.2 Total intangible assets $ 362,667 $ ( 62,312 ) $ 300,355 December 31, 2020 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (Years) Regional trade names $ 30,477 $ ( 3,178 ) $ 27,299 5.0 LifeStance trade names 235,500 ( 6,624 ) 228,876 22.5 Non-competition agreements 90,089 ( 13,468 ) 76,621 4.1 Total intangible assets $ 356,066 $ ( 23,270 ) $ 332,796 Gross carrying amount is based on the fair value of the intangible assets determined at the acquisition date. Total intangible asset amortization expense consists of the following: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Amortization expense $ 39,042 $ 23,270 $ 1,435 $ 3,056 F- 23 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) The future amortization of intangible assets is as follows: Year Ended December 31, Amount 2022 $ 39,775 2023 39,775 2024 27,537 2025 15,992 2026 11,200 Thereafter 166,076 Total $ 300,355 NOTE 7 PROPERTY AND EQUIPMENT Property and equipment, net consist of the following: Successor December 31, 2021 December 31, 2020 Leasehold improvements $ 87,807 $ 39,586 Computers and peripherals 22,038 5,749 Furniture, fixtures and equipment 20,286 8,726 Medical equipment 1,018 2,143 Construction in process 40,619 7,577 Total $ 171,768 $ 63,781 Less: Accumulated depreciation ( 19,526 ) ( 4,432 ) Total property and equipment, net $ 152,242 $ 59,349 Depreciation expense consists of the following: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Depreciation expense $ 15,094 $ 4,440 $ 1,900 $ 3,039 NOTE 8 FAIR VALUE MEASUREMENTS The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. The fair value is derived using valuation methodologies, such as a discounted cash flow model, and is not based on market exchange, dealer, or broker traded transactions. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The valuation methodology differs depending on the type of earn-out target (that is, EBITDA based or full time employee (“FTE”) retention and growth). The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability: Valuation Technique Range of Significant Assumptions Successor December 31, 2021 Probability-weighted analysis Probability 50 % - 100 % based earn-outs (1) Discount rate 8.60 % (1) During the second quarter of 2021, all contingent consideration liabilities previously estimated using a Monte Carlo Simulation EBITDA based earn-out technique transitioned, as deemed appropriate due to the remaining timing of the contracts and materiality of the underlying balances, to a probability-weighted analysis based on projected outcomes. F- 24 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Valuation Technique Range of Significant Assumptions Successor December 31, 2020 Monte Carlo Simulation Expected EBITDA Acquisition specific EBITDA based earn-outs Discount rate 16.15 % - 19.65 % Counter-party risk premium 8.46 % - 8.77 % Volatility 50 % Probability-weighted analysis Probability 25 % - 100 % FTE based earn-outs Discount rate 8.65 % - 8.68 % As of December 31, 2021 and 2020 (Successor), the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. See Note 18 for discussion of payments of contingent consideration made related to prior year acquisitions, fair value adjustments, and a rollforward of the contingent consideration balance from the prior year. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis: December 31, 2021 (Successor) Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 17,430 $ 17,430 December 31, 2020 (Successor) Level 1 Level 2 Level 3 Total Financial Instrument Contingent consideration liability $ — $ — $ 16,414 $ 16,414 At the close of the TPG Acquisition (see Note 3), the Company recorded the acquired assets and assumed liabilities at their acquisition date fair values in accordance with ASC 805, Business Combinations . As disclosed in Note 4, the Company acquired several outpatient mental health practices during the periods presented. The values of net tangible assets acquired, and the resulting goodwill and other intangible assets were recorded at fair value using Level 3 inputs. 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 with the assistance of a third-party valuation expert primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations. Other than assets acquired and liabilities assumed in these acquisitions, there were no material assets or liabilities measured at fair value on a nonrecurring basis during 2020 or 2021 . NOTE 9 GOODWILL The following table summarizes changes in the carrying amount of goodwill: Amount Beginning balance as of April 13, 2020 (Successor) $ — TPG Acquisition (Note 3) 926,658 Measurement period adjustment (Note 3) 2,977 Business acquisitions (Note 4) 169,024 Ending balance as of December 31, 2020 (Successor) $ 1,098,659 Business acquisitions (Note 4) 107,999 Measurement period adjustments ( 2,114 ) Ending balance as of December 31, 2021 (Successor) $ 1,204,544 F- 25 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 10 OTHER ACCRUED EXPENSES Other accrued expenses consist of the following: Successor December 31, 2021 December 31, 2020 Patient credits payable $ 10,457 $ 7,350 Accrual for goods received, not invoiced 5,537 — Accrued professional fees 3,450 233 Credit card payable 1,253 110 Other accrued expense 5,813 6,992 Total $ 26,510 $ 14,685 NOTE 11 LONG-TERM DEBT On August 28, 2018, the Company issued a term loan and revolver to Capital One. On March 15, 2019, the Company refinanced the term loan and revolver with Capital One under the First Amendment to the Credit Agreement (the “March 2019 Credit Agreement”). The March 2019 Credit Agreement resulted in the Company issuing new term loans and revolvers to new lenders. The March 2019 Credit Agreement also gave the Company the right to issue additional term loans ($ 40,000 Delayed Draw Loan) which were issued under the same terms as the March 2019 Credit Agreement. On March 13, 2020, the Company amended the March 2019 Credit Agreement, adding an incremental $ 50,000 to the Delayed Draw Loan. The other underlying terms of the agreement remained the same as the terms under the March 2019 Credit Agreement. The outstanding debt balance on the revolving loan was payable in quarterly interest payments through March 15, 2024, and the outstanding debt balance on the term loan and Delayed Draw Loan was payable in quarterly principal and interest payments through March 15, 2025. On May 14, 2020, in connection with the TPG Acquisition, the successor company entered into the May 2020 Credit Agreement (the “May 2020 Credit Agreement”). The successor company did not assume any existing debt from the predecessor company. The May 2020 Credit Agreement resulted in the extinguishment of the March 2019 Credit Agreement recorded in the predecessor period, with the May 2020 Credit Agreement debt being treated as a new issuance of debt in the successor period. Unamortized debt issue costs of $ 2,689 were included in the calculation of extinguishment of debt. The Company borrowed $ 210,000 in term loans and $ 50,000 in delayed draw loans, payable in quarterly principal and interest payments, with a maturity date of May 14, 2026 . The interest rate is a variable interest rate determined at LIBOR plus 3.25 % to 3.75 %. The May 2020 Credit Agreement provides for an alternative rate structure to LIBOR. The term loans and delayed draw loans are collateralized by the tangible assets and stock pledge of the Company. The Company also obtained access to a credit revolver with a total borrowing commitment of $20,000 with interest only payments until the maturity date of May 14, 2025. On November 4, 2020, the Company amended the May 2020 Credit Agreement, adding an aggregate $ 115,000 in loan commitments by increasing the term loans by $ 75,000 and the delayed draw loans by $ 40,000 . The underlying terms of the agreement remained the same. On February 1, 2021, the Company amended the May 2020 Credit Agreement, increasing the total delayed draw term loan commitment by $ 50,000 . The other terms of the agreement remained the same. On April 30, 2021, the Company amended the May 2020 Credit Agreement, adding an aggregated $ 70,000 in loan commitments, increase the term loans by $ 20,000 and the delayed draw term loan commitment by $ 50,000 . The terms of the agreement otherwise remained the same. In connection with the voluntary prepayment of $ 294,000 related to borrowings outstanding as of June 15, 2021, the Company recognized an extinguishment of debt charge within interest expense of $ 14,440 during the second quarter of 2021 related to the prepayment charge and the write-off of unamortized debt issuance costs. F- 26 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) The May 2020 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at December 31, 2021 and 2020 (Successor). Long-term debt consists of the following: Successor December 31, 2021 December 31, 2020 Term loans $ 70,665 $ 283,950 Delayed Draw loans 90,565 89,870 Total long-term debt 161,230 373,820 Less: Current portion of long-term debt ( 1,323 ) ( 3,738 ) Less: Unamortized debt issue costs ( 2,491 ) ( 7,548 ) Total Long-Term Debt, Net of Current Portion and Unamortized Debt Issue Costs $ 157,416 $ 362,534 The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets. Interest expense consists of the following: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Interest expense $ 38,911 $ 19,112 $ 3,020 $ 5,409 Future principal payments on long-term debt are as follows: Year Ended December 31, Amount 2022 $ 1,323 2023 1,323 2024 1,323 2025 1,323 2026 155,938 Total $ 161,230 The fair value of long-term debt is based on the present value of future payments discounted by the market interest rate or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities, which is a Level 2 fair value measurement. Long-term debt is presented at carrying value on the consolidated balance sheets. The fair value of long-term debt at December 31, 2021 and 2020 (Successor) was $ 186,497 and $ 458,685 , respectively. Revolving Loan Under the May 2020 Credit Agreement, the Company has a revolving loan from Capital One in the amount of $ 20,000 . Any borrowing on the revolving loan is due in full on March 15, 2024 . The revolving loan can be drawn upon at an interest rate equal to LIBOR plus 4.50 % to 4.75 %, depending on certain financial ratios. The unused revolving loan incurs a commitment fee of 0.5 % per annum. There are no amounts outstanding on the revolving loan as of December 31, 2021 and 2020 (Successor). In March 2022, the Company drew $ 20,000 from the aforementioned revolving loan. F- 27 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 12 TOTAL REVENUES The Company’s total revenues are dependent on a series of contracts with third-party payors, which is typical for providers in the health care industry. The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the payor mix with third-party payors which have different reimbursement rates. The payor mix of fee-for-service revenue from patients and third-party payors consists of the following: Successor Year Ended December 31, 2021 April 13 to December 31, 2020 Amount % of Total Revenue Amount % of Total Revenue Commercial $ 601,850 90 % $ 236,649 89 % Government 29,436 5 % 12,662 5 % Self-pay 28,915 4 % 11,099 4 % Total patient service revenue 660,201 99 % 260,410 98 % Nonpatient service revenue 7,310 1 % 5,146 2 % Total $ 667,511 100 % $ 265,556 100 % Predecessor January 1 to May 14, 2020 Year Ended December 31, 2019 Amount % of Total Revenue Amount % of Total Revenue Commercial $ 98,146 88 % $ 180,242 85 % Government 5,411 5 % 12,616 6 % Self-pay 4,821 4 % 11,179 5 % Total patient service revenue 108,378 97 % 204,037 96 % Nonpatient service revenue 3,283 3 % 8,481 4 % Total $ 111,661 100 % $ 212,518 100 % Among the commercial payors, five insurance companies comprise the following percentages of revenues: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Top five commercial payors 55 % 68 % 67 % 64 % Top one payor 19 % 22 % 23 % 21 % Top two payor 14 % 19 % 19 % 18 % Top three payor — 13 % 11 % 11 % F- 28 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 13 INCOME TAXES (Benefit) Provision for Income Taxes The (benefit) provision for income taxes is comprised of the following components: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Current: Federal $ — $ — $ — $ — State 977 429 251 356 Total current 977 429 251 356 Deferred: Federal ( 19,559 ) ( 3,239 ) ( 1,592 ) 1,810 State ( 7,326 ) ( 1,212 ) ( 978 ) 40 Total deferred ( 26,885 ) ( 4,451 ) ( 2,570 ) 1,850 Total income tax (benefit) provision $ ( 25,908 ) $ ( 4,022 ) $ ( 2,319 ) $ 2,206 The net deferred tax assets and liabilities consist of the following: Successor December 31, 2021 December 31, 2020 Deferred tax assets Accruals and reserves $ 14,909 $ 3,064 Net operating losses 16,904 7,784 Stock and unit-based compensation 5,567 — Interest limitation 2,567 — Other 2,609 1 Gross deferred tax assets 42,556 10,849 Deferred tax liabilities Fixed assets ( 22,785 ) ( 10,200 ) Intangibles ( 74,052 ) ( 81,875 ) Gross deferred tax liabilities ( 96,837 ) ( 92,075 ) Net deferred tax liability $ ( 54,281 ) $ ( 81,226 ) The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision (benefit) for income taxes as follows: Successor Year Ended December 31, 2021 April 13 to December 31, 2020 Amount % Amount % Tax provision at U.S. federal statutory rate $ ( 69,952 ) 21.00 % $ ( 3,601 ) 21.00 % State income taxes, net of federal benefit ( 6,507 ) 1.95 % ( 862 ) 5.03 % Stock and unit-based compensation 49,489 ( 14.86 %) 305 ( 1.78 %) Other adjustments 1,062 ( 0.32 %) 136 ( 0.79 %) Total $ ( 25,908 ) 7.77 % $ ( 4,022 ) 23.46 % F- 29 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Predecessor January 1 to May 14, 2020 Year Ended December 31, 2019 Amount % Amount % Tax provision at U.S. federal statutory rate $ ( 5,726 ) 21.00 % $ 1,653 21.00 % State income taxes, net of federal benefit ( 762 ) 2.80 % 286 3.63 % Transaction costs 4,204 ( 15.42 %) — — Other adjustments ( 35 ) 0.13 % 267 2.96 % Total $ ( 2,319 ) 8.51 % $ 2,206 27.59 % Differences between the statutory rate are primarily the result of permanent book/tax differences between transaction costs, stock and unit-based compensation and state income taxes. As of December 31, 2021 (Successor), the Company has $ 75,981 of federal net operating loss carryforwards and $ 21,260 of state net operating loss carryforwards. As of December 31, 2020 (Successor) , the Company has $ 34,802 of federal net operating loss carryforwards and $ 13,330 of state net operating loss carryforwards. As of May 14, 2020 (Predecessor) , the Company has $ 14,299 of federal net operating loss carryforwards and $ 9,519 of state net operating loss carryforwards. As of December 31, 2019 (Predecessor) , the Company has $ 569 of federal net operating loss carryforwards and $ 1,900 of state net operating loss carryforwards. $ 11,199 federal net operating loss carryforwards begin to expire in 2037, and the remaining federal net operating loss carryforwards have no expiration. The state net operating loss carryforwards begin to expire in 2036. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits (under IRC Section 383), in any taxable year may be limited if it experiences an ownership change. As of December 31, 2021 and 2020 (Successor), the Company has not completed a formal Section 382 study on the potential limitation of its tax attributes. However, if an ownership shift had occurred, the Company believes that existing net operating losses are not permanently limited as of December 31, 2021 and 2020 (Successor). Any limitation may limit the Company’s future use of net operating losses. Uncertain Income Tax Positions The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the United States where applicable. There are currently no pending tax examinations. The Company's tax returns are still open under the U.S. statute from 2016 to the present. Earlier years may be examined to the extent that loss carryforwards are used in future periods. There are no tax matters under discussion with taxing authorities that are expected to have a material effect on the Company’s consolidated financial statements. As of December 31, 2021 and 2020 (Successor), the Company had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $ 54 and $ 0 , respectively. NOTE 14 REDEEMABLE CONVERTIBLE PREFERRED UNITS On July 20, 2017, the Company executed the Amended and Restated Limited Liability Company Agreement which established the terms of the Series A-1 redeemable convertible preferred units (“Series A-1 Preferred Units”) and Series A redeemable convertible preferred units (“Series A Preferred Units”) (collectively, referred to as the “Preferred Units”), which were issued to various investors and employees of the Company. In connection with the TPG Acquisition, the holders of LifeStance Health, LLC’s Preferred Units exchanged 100 % of their units for equity interest in LifeStance Holdings and the historic Preferred Unit holders contributed all of their interest in LifeStance Holdings to LifeStance TopCo, in exchange for LifeStance TopCo’s Class A Common Units and Class A-1 Common Units. The Preferred Units had a reverse stock split and were converted to Common Units of LifeStance TopCo. The Preferred Units are classified as mezzanine equity on the consolidated balance sheets and remeasured to their redemption value at each reporting date. The Series A Preferred Units’ redemption value is equal to its issuance price; as such, no remeasurement adjustment amount was recorded for the period ended May 14, 2020 and year ended December 31, 2019. The F- 30 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Series A-1 Preferred Units’ redemption value is equal to the greater of i) fair value at the redemption date, or ii) the sum of the issuance price plus any accumulated but unpaid dividends. Changes in the carrying amount of the Series A-1 Preferred Units will be charged against retained earnings (or additional paid-in capital in the absence of retained earnings until exhausted, at which point any remainder would increase accumulated deficit). The table below includes the number of authorized units and issued units, as well as the issuance price, liquidation preference and initial carrying amount of the Preferred Units immediately prior to the TPG Acquisition which occurred on May 14, 2020. Year of Issuance Authorized Units Issued Units Issuance Price per Unit Liquidation Preference Initial Carrying Amount Unit Series Series A-1 2017 110,898 87,000 $ 1.00 $ 106,978 $ 87,000 2018 110,898 22,838 1.00 26,568 22,838 109,838 $ 133,546 $ 109,838 Series A 2017 23,600 11,741 $ 1.00 $ 14,504 $ 11,741 2018 23,600 1,500 1.50 2,536 2,250 2019 23,600 2,885 2.00 6,276 5,770 16,126 $ 23,316 $ 19,761 The table below includes the number of authorized units and issued units, as well as the issuance price, liquidation preference and initial carrying amount of the Preferred Units as of December 31, 2019. Year of Issuance Authorized Units Issued Units Issuance Price per Unit Liquidation Preference Initial Carrying Amount Unit Series Series A-1 2017 110,898 87,000 $ 1.00 $ 103,957 $ 87,000 2018 110,898 22,838 1.00 25,831 22,838 109,838 $ 129,788 $ 109,838 Series A 2017 23,600 11,741 $ 1.00 $ 14,096 $ 11,741 2018 23,600 1,833 1.50 3,006 2,750 2019 23,600 2,885 2.00 6,102 5,770 16,459 $ 23,204 $ 20,261 Dividends The holders of Preferred Units shall be entitled to receive, out of funds legally available therefore, cumulative cash distributions at the annual rate of 8 % of the Series A-1 accrued value or the Series A accrued value (each accrued value equal to the issuance price plus any accumulated but unpaid dividends on the respective Preferred Units), as applicable (as the same may be adjusted from time to time), prior and in preference to any declaration or payment of any distribution to the holders of Class A, Class B and Class C units (collectively, the “Common Units”). Distributions on the Preferred Units shall be payable when, as, and if declared by the Board, shall be cumulative and shall accrue daily from and after, but shall compound annually on each anniversary of, the date of original issuance of each Preferred Unit, whether or not earned or declared, and whether or not there are earnings or profits, surplus or other funds or assets of the Company legally available for the payment of distributions. If any accrued distributions have not been paid in cash on or prior to any such annual distribution payment date, such accrued distribution shall be added to the accrued value of Series A-1 or Series A, as applicable. In the event that the Board shall declare a distribution payable upon the then outstanding Common Units, the holders of Preferred Units shall be entitled, in addition to any cumulative distributions to which the Preferred Units may be entitled, to F- 31 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) receive the amount of distributions per unit of Preferred Units that would be payable on the number of whole units of the Common Units into which each Preferred Unit held by each holder could be converted. As of December 31, 2019 (Predecessor), the Series A-1 and Series A Preferred Units had arrearages in cumulative dividends of $ 19,950 , and $ 2,943 , respectively. Redemption The Company will, upon each written request from the Series A holders between March 10, 2018 to March 10, 2020, redeem all or any portion of the Series A Preferred Units. Each Series A Preferred Unit shall be redeemed at issuance price. There were no requests for redemption through March 10, 2020. An enterprise valuation approach was utilized to determine the value of the Series A-1 Preferred Units. Assumptions utilized by the Company in determining the valuation included revenue multiple and lack of marketability discount. The revenue multiple was based on the median enterprise value of transactions deemed to be most closely aligned with the Company’s business model. A lack of marketability discount was applied to adjust the valuation for the unit holder’s limitation of immediate liquidity. In the event of any liquidation event, after payment of all debts and liabilities of the Company, each holder of Preferred Units shall be entitled to be paid out of the assets of the Company available for distribution to its members before any payment shall be made to the holders of Common Units or any other class or series of units ranking on liquidation junior to the Preferred Units by an amount in cash (i) per Series A-1 Preferred Unit equal to the greater of (A) the sum of the Series A-1 Preferred Unit issuance price plus an accrued and unpaid dividends, or (B) such amount as would have been payable to the Class A Common Units into which such Series A-1 Preferred Unit would have converted had all Series A-1 Preferred Units and Series A Preferred Units been converted into Class A Common Units and Class B Common Units, and per Series A Preferred Unit equal to the greater of (A) issuance price plus an accrued and unpaid dividends, or (B) such amount as would have been payable to the Class B Common Units into which such Series A Preferred Unit would have converted had all Series A-1 Preferred Units and Series A Preferred Units been converted into Class A Common Units and Class B Common Units, as applicable. Conversion Upon (i) the written consent of the Preferred Unit holders or (ii) the closing of a Qualified Public Offering, all Series A Preferred Units shall be converted into Class B Common Units, and Series A-1 Preferred Units shall be converted into Class A Common Units. A “Qualified Public Offering” shall mean an IPO, at a price of at least 350 % of the effective Series A-1 purchase price per unit (subject to appropriate adjustment for stock splits, stock distributions, combinations and other similar recapitalizations affecting such shares), in a firm commitment underwritten public offering pursuant to an effective registration statement, resulting in at least $ 50,000 of proceeds to the Company (net of the underwriting discounts or commissions and offering expenses) and after which the equity securities are listed on a National Exchange. As discussed above, pursuant to the TPG Acquisition (see Note 3), the historic holders of Series A and Series A-1 Preferred Units exchanged all the units for equity interest in LifeStance Holdings, and subsequently exchanged equity interest for the successor’s Class A Units and Class A-1 Units. See Note 16 for more details on the exchange. Liquidation Preference Upon the occurrence of a liquidation event the Preferred Unit holders are entitled to the greater of (a) the Preferred Units unpaid capital plus any unpaid 8 % preferential return or (b) the ratable distribution of proceeds on an as converted basis as follows: Series A-1 Preferred Units, Series A-1 Preferred Units on an as-converted basis into Class A Common Units followed by Series A Preferred Units on an as-converted basis into Class B Common Units. Any remaining assets available for distribution to its members are to be distributed ratably to the Class A and Class B Common unit holders and vested Common C unit holders. Voting Rights Each Series A-1 Preferred Unit shall be entitled to cast one (1) vote for each Class A Common Unit into which such Series A-1 Preferred Unit is then convertible (on an aggregate basis for each Holder of Series A-1 Preferred Units) on any matter F- 32 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) requiring approval of such Units. Class B Common Units, Class C Common Units and Series A Preferred Units have no voting rights. NOTE 15 STOCK AND UNIT-BASED COMPENSATION Post-IPO Equity Awards 2021 Equity Incentive Plan Effective June 9, 2021, the Company’s Board of Directors (the "Board") and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). All equity-based awards subsequent to June 9, 2021 will be granted under the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan permits the grant of awards of restricted or unrestricted common stock, stock options, stock appreciation rights, restricted stock units, performance awards, and other stock-based awards to employees and directors of, and consultants and advisors to, the Company and its affiliates. The maximum number of shares of the Company’s common stock that may be delivered in satisfaction of awards under the 2021 Equity Incentive Plan is 47,037 shares. The share pool will automatically increase on January 1 of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year. Restricted Stock The restricted stock was issued as part of the Organizational Transactions (see Note 1). The following is a summary of restricted stock transactions as of and for the year ended December 31, 2021 (Successor): Unvested Shares Weighted-Average Grant Date Fair Value Unvested, June 9, 2021 (Successor) — $ — Converted 30,766 11.98 Granted — — Vested ( 7,265 ) 11.98 Unvested, December 31, 2021 (Successor) 23,501 $ 11.98 Restricted Stock Units The restricted stock units (“RSUs”) were granted in connection with the IPO and on a go forward basis. RSUs are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees, directors and consultants based upon the grant-date fair value. The following is a summary of RSU transactions as of and for the year ended December 31, 2021 (Successor): Unvested Shares Weighted-Average Grant Date Fair Value Outstanding, June 9, 2021 (Successor) — $ — Converted — — Granted 6,208 17.93 Vested ( 106 ) 17.23 Canceled and forfeited ( 71 ) 18.00 Outstanding, December 31, 2021 (Successor) 6,031 $ 17.95 The Company recognized $ 258,304 in stock-based compensation expense related to restricted stock and RSUs for the year ended December 31, 2021 (Successor) within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss). As of December 31, 2021 (Successor), the Company had $ 221,823 in F- 33 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) unrecognized compensation expense related to all non-vested awards (restricted stock and RSUs) that will be recognized over the weighted-average remaining service period of 1.6 years. 2021 Employee Stock Purchase Plan Effective June 9, 2021, the Board and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits the grant to eligible employees of the Company and its participating subsidiaries of options to purchase shares of the Company’s common stock. The aggregate number of shares of the Company common stock available for purchase pursuant to the exercise of options under the ESPP is 6,817 shares, plus an automatic annual increase, as of January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate. The ESPP allows participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. The purchase price of the shares will be 85 % of the lower of the fair market value of the Company’s common stock on the grant date or the exercise date. The ESPP will generally be implemented by a series of separate offerings referred to as “Option Periods”. Unless otherwise determined by the administrator, the Option Periods will be successive periods of approximately six months commencing on the first business day in January and July of each year, anticipated to be on or around January 1 and July 1, and ending approximately six months later on the last business day in June or December, as applicable, of each year, anticipated to be on or around June 30 and December 31. The last business day of each Option Period will be an “Exercise Date”. The administrator may change the Exercise Date, the commencement date, the ending date and the duration of each Option Period, in each case, to the extent permitted by Section 423 of the Internal Revenue Code; provided, however, that no option may be exercised after 27 months from its grant date. As of December 31, 2021 (Successor) , no shares of common stock have been purchased under the Company’s ESPP. Pre-IPO Equity Awards Class C Units and Class A Units (Predecessor) For the period from January 1, 2020 to May 14, 2020 and prior (Predecessor), the Board issued Class C Units and Class A Units options, which represented options to purchase membership units in LifeStance Health, LLC. All Class C Units and Class A Units options were fully vested and exercised as of May 14, 2020, and all holders were granted LifeStance TopCo Class A-1 Units upon the TPG Acquisition occurring. No options to purchase Class C Units or Class A Units were outstanding at May 14, 2020. On the grant date, recipients of the Class C Units and Class A Units purchased for cash the units at their fair market value. The Company recorded total unit-based compensation expense of $ 0 for the period from January 1, 2020 to May 14, 2020 (Predecessor) related to Class C Units and Class A Units, respectively, and $ 54 and $ 0 related to Class C Units and Class A Units, respectively, for the year ended December 31, 2019 (Predecessor). Class B Profits Interests Units (Successor) On May 14, 2020, the Company’s Board adopted the Partnership Interest Award Agreement (“Award Agreement”). From May 14, 2020 through June 9, 2021 (Successor), under the Award Agreement, the Company granted awards in the form of Profits Interests Units to employees, officers and directors. These Profits Interests represent profits interest ownership in the Company tied solely to the accretion, if any, in the value of the Company following the date of issuance of such Profits Interests. Profits Interests participate in any increase of the Company value related to their profits interests after the hurdle value has been achieved. A maximum of 179,190 Class B Profits Interests Units may be granted under the Award Agreement. Awards are granted on a discretionary basis and are subject to the approval of the Company’s Board of Directors. The Company granted 152,865 Class B Profits Interests Units awards from May 14, 2020 through June 9, 2021 (Successor). Holders of the Profits Interests Units receive distributions (other than tax distributions) only upon a liquidity event, as defined, that exceeds a threshold equivalent to the fair value of the Company, as determined by the Company’s Board, at the grant date. All awards include a repurchase option at the election of the Company for the vested portion upon termination of employment or service and any unvested awards will be forfeited. F- 34 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) Profits Interests Units are accounted for as equity using the fair value method, which requires the measurement and recognition of compensation expense for all profit interest-based payment awards made to the holders based upon the grant-date fair value. The Company has concluded that both the Service-Vesting Units and the Performance-Vesting Units are subject to a market condition and has assessed the market condition as part of its determination of the grant date fair value. Accordingly, the Company determined the fair value of each award on the date of grant using a Monte Carlo simulation model with the following assumptions used for the grants issued for the year ended December 31, 2021 (Successor) and the period from April 13, 2020 to December 31, 2020 (Successor): Successor Year Ended December 31, 2021 (1) April 13 to December 31, 2020 Risk-free rate 0.14 % 0.20 % Volatility 80.00 % 40.00 % Time to liquidity event (years) 2.00 3.00 Discount for lack of marketability (DLOM) — 20.00 % (1) Assumptions are for the Class B Profits Interests Units through the date of the Company's IPO on June 9, 2021 . The volatility assumption used in the Monte Carlo simulation model is based on the expected volatility of public companies in similar industries, adjusted to reflect the differences between the Company and public companies in size, resources, time in industry, and breadth of service offerings. The following is a summary of Class B Profits Interests Units for the periods presented: Class B Profits Interests Weighted- Average Grant Date Fair Value Outstanding, April 13, 2020 (Successor) — $ — Granted 143,343 0.13 Outstanding, December 31, 2020 (Successor) 143,343 $ 0.13 Granted 9,522 0.16 Forfeited ( 245 ) 0.13 Converted ( 152,620 ) 0.13 Outstanding, December 31, 2021 (Successor) — $ — The Class B Profits Interests Units outstanding as of December 31, 2020 (Successor) had a corresponding hurdle value of $ 1,015,392 . There were no Class B Profits Interests Units outstanding as of December 31, 2021 (Successor). Stock and Unit-Based Compensation Expense The Company recognized unit-based compensation expense related to the Class B Profits Interests within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss) as follows: Successor Year Ended December 31, 2021 April 13 to December 31, 2020 Unit-based compensation expense $ 1,135 $ 1,452 As part of the Organizational Transactions, the Class B Profits Interests Units that were subject to vesting over a period of continuous employment or service and were unvested upon the Organizational Transactions were converted to restricted stock that vests over a modified requisite service period of three years. The unvested Class B Profits Interests Units that were subject to vesting upon the sale of the Company were converted to restricted stock that were modified to add both a market and service condition and vest between six months and two years following the IPO. These awards, which were subject to vesting upon the sale of the Company, were deemed improbable until June 10, 2021 when the IPO occurred. As a result of this vesting condition being deemed probable on the date of the IPO, the equity holders F- 35 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) of these awards received 30,766 shares of common stock issued as restricted stock that are subject to market and service-based vesting conditions. The stock compensation expense recorded for these modifications to convert the Class B Profits Interests Units to restricted stock, acceleration of vesting terms, and the additional RSUs granted at the time of IPO is included in the $ 258,304 of stock-based compensation expense for the year ended December 31, 2021 (Successor) . This amount was recognized within general and administrative expenses in the consolidated statements of income/(loss) and comprehensive income/(loss). NOTE 16 STOCKHOLDERS'/MEMBERS’ EQUITY (DEFICIT) Common Stock - Post-IPO As discussed in Note 1, upon completion of the Company’s IPO in June 2021, the Company sold 32,800 shares of common stock at an offering price of $ 18.00 per share. In connection with the IPO, the Company increased its authorized shares from 1 to 800,000 shares of common stock, par value $ 0.01 per share. The Company's common stock/units consisted of the following units and common stock, which have been authorized and issued as follows as of the period ended: Redeemable Class A Units Class A-1 Units Class A-2 Units Class B Units Common Stock Total Balance as of April 13, 2020 (Successor) — — — — — — Issued 35,000 959,563 49,946 — — 1,044,509 Balance as of December 31, 2020 (Successor) 35,000 959,563 49,946 — — 1,044,509 Issued — — 1,687 — — 1,687 Vested Class B Profits Interests — — — 17,920 — 17,920 Conversion of pre-IPO units to common stock ( 35,000 ) ( 959,563 ) ( 51,633 ) ( 17,920 ) 340,849 ( 723,267 ) Initial Public Offering — — — — 32,800 32,800 Endowment to the LifeStance Health Foundation — — — — 500 500 Issuance of common stock upon vesting of restricted stock units — — — — 106 106 Balance as of December 31, 2021 (Successor) — — — — 374,255 374,255 Predecessor December 31, 2019 Units Authorized Issued Class A 182,807 25,252 Class B 38,695 — Class C 28,303 4,980 Total units 249,805 30,232 Common Units - Pre-IPO The chief executive officer (“CEO”) had 35,000 redeemable Class A units prior to the completion of the IPO. The CEO had the right, upon termination for any reason other than proper cause, to put his redeemable Class A units back to the partnership at fair value (“Put Right”). The CEO (or permitted transferee) shall have this Put Right also upon death or disability. As this F- 36 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) was both outside of the Company’s control and probable to eventually occur, the redeemable Class A units subject to this Put Right were classified as mezzanine equity and carried at fair value (i.e., redemption price). There was no change to the fair value between May 14, 2020 and December 31, 2020. There was a change to the fair value during the period from January 1 to June 9, 2021 (Successor) of $ 36,750 resulting from a change in the probability assumption of an IPO. On June 9, 2021, the redeemable Class A units were converted into 10,234 shares of the Company’s common stock. Class A and Class A-1 Common Units had equal voting rights. Class A-2, Class B and Class C Common Units were nonvoting units. All Common Units had no par value. Upon the closing of the TPG Acquisition, the Company initiated two share exchanges for all outstanding shares, including Class A and Class C Units, as well as Series A and Series A-1 Preferred Units. Subsequent to the share exchanges, holders of the units received cash consideration for a portion of their units, and the remaining units were exchanged for Class A-1 and Class A-2 units of LifeStance TopCo based on a predetermined exchange ratio. There were 345,978 Class A-1 units, inclusive of 35,000 redeemable units, and 35,845 Class A-2 units outstanding a result of the exchange of equity on May 14, 2020. No Class A Units or Class C Units were outstanding after the TPG Acquisitions as a result of the conversion. See Note 15 for discussion regarding Class B Units outstanding pre-IPO. Preferred Stock In connection with the Company’s IPO, the Company authorized the issuance of 25,000 shares of its preferred stock, par value $ 0.01 per share. There are no shares of preferred stock outstanding as of December 31, 2021 (Successor) . NOTE 17 RELATED PARTY TRANSACTIONS The Company leases 41 office facilities under operating leases with clinicians expiring through 2030 . These clinicians are considered related parties as they are employees of the Company. The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total related-party rent expense included in center costs, excluding depreciation and amortization in the consolidated statements of income/(loss) and comprehensive income/(loss) amounted to: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Rent expense $ 2,763 $ 659 $ 388 $ 2,462 A summary of noncancelable future minimum operating lease payments under these leases is as follows: Year Ended December 31, Amount 2022 $ 2,924 2023 2,740 2024 2,491 2025 2,425 2026 833 Thereafter 743 Total $ 12,156 In addition, management fees to TPG and certain executives of the Company were identified as related party transactions. As a result of the Company's IPO, the Company incurred a termination fee of $ 1,213 under its management services agreement in the second quarter of 2021, and no management fees were recognized in the remainder of 2021. Total related-party management fees amounted to: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Management fees $ 1,445 $ 142 $ 14 F- 37 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) NOTE 18 COMMITMENTS AND CONTINGENCIES Contingent Consideration For the year ended December 31, 2021 (Successor), the period from April 13, 2020 to December 31, 2020 (Successor), and the period from January 1, 2020 to May 14, 2020 (Predecessor), there were post-close payments contingent on the future performance of its recently acquired targets achieving certain agreed upon performance metrics. Contingent consideration is recorded at fair value and was recognized in the purchase price allocation (see Note 4) of the acquired companies. The following table presents changes to the Company’s contingent consideration balance: Successor Predecessor December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Beginning balance $ 16,414 $ — $ 25,536 Additions related to TPG Acquisition — 9,909 — Additions related to acquisitions 10,685 10,220 3,788 Payments of contingent consideration ( 12,279 ) ( 4,291 ) ( 19,093 ) Loss (gain) on remeasurement 2,610 576 ( 322 ) Ending balance $ 17,430 $ 16,414 $ 9,909 Leases with Third Parties The Company leases its office facilities under operating leases expiring through 2031 . The leases provide for monthly minimum rent payments, and some include renewal options for additional terms. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Total third-party rent expense amounted to as follows in the consolidated statements of income/(loss) and comprehensive income/(loss): Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Year Ended December 31, 2019 Center costs, excluding depreciation and amortization $ 31,725 $ 11,062 $ 4,082 $ 7,035 General and administrative expenses 905 316 128 475 Total rent expense $ 32,630 $ 11,378 $ 4,210 $ 7,510 A summary of non-cancellable future minimum third-party operating lease payments under these leases is as follows: Year Ended December 31, Amount 2022 $ 46,245 2023 45,805 2024 42,154 2025 38,639 2026 33,494 Thereafter 44,802 Total $ 251,139 Professional Liability Insurance The medical malpractice insurance coverage is subject to a $ 2,000 per claim limit and an annual aggregate limit of $ 4,000 per clinician. Should the claims-made policy not be renewed or replaced with equivalent insurance, claims based on occurrences during its term, but reported subsequently, would be uninsured. The Company is not aware of any unasserted claims, unreported incidents, or claims outstanding, which are expected to exceed malpractice insurance coverage limits as of December 31, 2021 and 2020 (Successor). Health Care Industry The health care industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government health care F- 38 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violation of these laws and regulations could result in expulsion from government health care programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care companies have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in companies entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Management believes that the Company is in substantial compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown or unasserted at this time. In response to the COVID-19 pandemic, state and federal regulatory authorities loosened or removed a number of regulatory requirements in order to increase the availability of telehealth services. For example, many state governors issued executive orders permitting physicians and other health care professionals to practice in their state without any additional licensure or by using a temporary, expedited or abbreviated licensure process so long as they hold a valid license in another state. In addition, changes were made to the Medicare and Medicaid programs (through waivers and other regulatory authority) to increase access to telehealth services by, among other things, increasing reimbursement, permitting the enrollment of out of state providers and eliminating prior authorization requirements. It is uncertain how long these COVID-19 related regulatory changes will remain in effect and whether they will continue beyond this public health emergency period. Management does not believe that the Company’s operations or results will be materially adversely affected by a return to the status quo from a regulatory perspective. General Contingencies The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. There has been no significant reduction in insurance coverage from the previous year in any of the Company’s policies. Litigation The Company may be involved from time-to-time in legal actions relating to the ownership and operations of its business. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have material adverse effect on the financial condition, results of operations, or cash flows of the Company. In March 2020, the Company received a Civil Investigative Demand from the U.S. Attorney’s Office of the Northern District of Georgia involving an investigation of a laboratory arrangement. The Company does not believe that it is a target of the investigation or that there is any material exposure based on its internal review. The Company does not know how the investigation will be resolved, to what extent it may be expanded, or whether the Company or its employees will be subject to further investigation, enforcement action or related penalties that could have a material adverse effect on its business, results of operations and financial condition. NOTE 19 NET LOSS PER SHARE Prior to the IPO, as discussed in Note 1, the partnership interests of LifeStance TopCo included Redeemable Class A, Class A common and Class B units. The Class B Units were intended to be "profits interests" for U.S. federal income tax purposes. Prior to the IPO, each of the holders of partnership interests in LifeStance TopCo contributed its partnership interest to LifeStance Health Group in exchange for shares of common stock (including shares of common stock issued as restricted stock subject to vesting) of LifeStance Health Group, with no changes in relative equity holder rights, rank or value before or after this exchange. As a result, the LifeStance TopCo equity exchange of common units was considered equivalent to a stock split and requires retrospective treatment for net loss per share purposes. All share and per share information has been retroactively adjusted to reflect the equity exchange for all periods presented. Vested Class B Profits Interests Units F- 39 LIFESTANCE HEALTH GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share/unit amounts) outstanding prior to the equity exchange were considered compensatory arrangements that were settled with shares of common stock at the time of the exchange and have been included as outstanding shares subsequent to that date. The following table presents the calculation of basic and diluted net income/(loss) per share (“EPS”) for the Company’s common shares (on an as-converted basis): Successor Year Ended December 31, 2021 April 13 to December 31, 2020 Net loss available to common stockholders'/members' $ ( 343,947 ) $ ( 13,125 ) Weighted-average shares used to compute basic and diluted net loss per share 327,523 302,335 Net loss per share, basic and diluted $ ( 1.05 ) $ ( 0.04 ) The Company has issued potentially dilutive instruments in the form of restricted stock and the RSUs. The Company did not include any of these instruments in its calculation of diluted loss per share (on an as-converted basis) for the year ended December 31, 2021 (Successor) and for the period from April 13, 2020 to December 31, 2020 (Successor) because to include them would be anti-dilutive due to the Company’s net loss during the period. See Note 15 for the issued, vested and unvested Class B Profits Interests Units, restricted stock and RSUs. NOTE 20 SUBSEQUENT EVENTS Subsequent to December 31, 2021 , the Company completed acquisitions of two mental health practices. The allocation of purchase price, including any fair value of contingent consideration, to the assets acquired and liabilities assumed as of the acquisition dates have not been completed. For the acquisitions completed subsequent to December 31, 2021, total contractual consideration included cash consideration of $ 23,325 , funded through credit facility financing, and contingent consideration with a maximum value of $ 3,000 . F- 40