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, 2022 due to the material weaknesses described below. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of our Chief Executive Officer and Chief Financial Officer and the oversight of our audit committee, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022. In assessing the effectiveness of our internal control over financial reporting, our management used the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment and due to the material weaknesses described below, our management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022. Attestation Report of Registered Public Accounting Firm This annual report does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established for “emerging growth companies” under the Jumpstart Our Business Startups (JOBS) Act. As such, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002. 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 53 or detected on a timely basis. As previously reported in the Annual Report on Form 10-K for the year ended December 31, 2021, 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, 2022. 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, 2022, our remediation measures are ongoing and include the following: • hired additional accounting and IT personnel to enhance our technical reporting, transactional accounting, and IT capabilities. We designed and implemented controls to support training, development, and technical research capabilities for those personnel, along with development and implementation of policies and procedures to support the external financial reporting functions. We continue to evaluate our staffing needs and plan to hire additional personnel as necessary to support our operations; • performed detailed risk assessments for significant financial processes to identify, design, and implement control activities related to internal control over financial reporting; • developed and implemented controls related to the formalization of our accounting policies and procedures and financial reporting; • development and implementation of 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; • developed and implemented IT security and governance controls to address program change of internally and externally developed systems and computer operations associated with information systems impacting the preparation of our consolidated financial statements; 54 • developed and implemented 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 having conflicting access, a periodic review of the underlying activities is performed by an independent person who does not have such conflicting access; • developed and implemented controls related to computer operations surrounding critical batch jobs and data backups; and • development and implementation of program change management controls, including new or material modifications, related to testing, authorization and implementation of program and data changes affecting financial IT applications and accounting records. 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. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022 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. 55 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, 2022 (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 2023 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 2023 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 2023 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 2023 Annual Meeting of Shareholders and is incorporated herein by reference. 56 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 Operations and Comprehensive Loss F- 5 Consolidated Statement of Changes in Stockholders' Equity, Consolidated Statements of Changes in Redeemable Units and Stockholders'/Members' Equity and Consolidated Statement 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- 11 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. 57 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 10-K 001-40478 4.2 3/17/2022 10.1 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 10.2 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 10.3 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 10.4+ 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 10.5+ LifeStance Health Group, Inc. 2021 Equity Incentive Plan 8-K 001-40478 10.4 6/15/2021 10.6+ LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan 8-K 001-40478 10.5 6/15/2021 10.7+ LifeStance Health Group, Inc. 2021 Cash Incentive Plan 8-K 001-40478 10.6 6/15/2021 10.8 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 10.9 Form of Management Services Agreement with Affiliated Practices S-1 333-256202 10.19 5/17/2021 10.10+ Form of RSU Agreement under the 2021 Plan S-1/A 333-256202 10.12 6/1/2022 10.11+ Form of Notice of Amended Award Terms for Class B Unit Award Agreement S-1/A 333-256202 10.13 6/1/2022 10.12 Credit Agreement, dated as of May 4, 2022, among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association 10-Q 001-40478 10.1 8/10/2022 10.13+ Separation and General Release Agreement, dated as of May 22, 2022, between LifeStance Health Group, Inc. and Gwendolyn Booth 10-Q 001-40478 10.2 8/10/2022 10.14+ Independent Contractor Agreement, dated as of July 1, 2022, between LifeStance Health Group, Inc. and Gwendolyn Booth 10-Q 001-40478 10.3 8/10/2022 10.15+ Amendment to Restricted Stock Unit Award Agreement, dated as of June 30, 2022, between LifeStance Health Group, Inc. and Gwendolyn Booth 10-Q 001-40478 10.4 8/10/2022 10.16 Amendment to Stock Transfer Restriction Agreement, dated as of June 30, 2022, between LifeStance Health Group, Inc. and Gwendolyn Booth 10-Q 001-40478 10.5 8/10/2022 10.17+ Severance and Change in Control Policy 10-Q 001-40478 10.6 8/10/2022 10.18+ Separation and General Release Agreement, dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.1 11/9/2022 10.19+ Consulting Agreement, dated September 8, 2022, between LifeStance Health Group, Inc., Alert5 Consulting LLC, and Michael K. Lester 10-Q 001-40478 10.2 11/9/2022 10.20+ Amendment to Restricted Stock Unit Award Agreement, dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.3 11/9/2022 58 Description of Exhibit Incorporated Herein by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 10.21 Amendment to Stock Transfer Restriction Agreement, dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.4 11/9/2022 10.22+ Amendment to Time and Performance-Based Restricted Stock Unit Award Agreement (Time-Based Award), dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.5 11/9/2022 10.23+ Amendment to Time and Performance-Based Restricted Stock Unit Award Agreement (Performance-Based Award), dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.6 11/9/2022 10.24+ Amendment to the Partnership Interest Award Agreement, dated as of September 7, 2022, between LifeStance Health Group, Inc. and Michael K. Lester 10-Q 001-40478 10.7 11/9/2022 10.25+ Employment Agreement, dated September 7, 2022, between LifeStance Health Group, Inc. and Kenneth Burdick 10-Q 001-40478 10.8 11/9/2022 10.26+ Letter Agreement, dated September 7, 2022, between LifeStance Health Group, Inc. and Danish Qureshi 10-Q 001-40478 10.9 11/9/2022 10.27+ Form of Non-Qualified Stock Option Agreement 10-Q 001-40478 10.10 11/9/2022 10.28+ Form of RSU Agreement (Time) (Sell to Cover) under the 2021 Plan X 10.29+ Form of RSU Agreement (Time and Performance) (Sell to Cover) under the 2021 Plan X 10.30+ Employment Agreement, dated as of November 2, 2022, between LifeStance Health Group, Inc. and David Bourdon X 10.31+ Stock Award Agreement, dated as of November 10, 2022, between LifeStance Health Group, Inc. and David Bourdon X 10.32+ Transition Agreement, dated as of November 2, 2022, between LifeStance Health Group, Inc. and J. Michael Bruff X 10.33+ Amendment to Partnership Interest Award Agreement, dated as of November 2, 2022, between LifeStance Health Group, Inc. and J. Michael Bruff X 10.34+ Amendment to Time and Performance Based Restricted Stock Unit Award Agreement (Time-Based Award), dated as of November 2, 2022, between LifeStance Health Group, Inc. and J. Michael Bruff X 21.1 List of subsidiaries of LifeStance Health Group, Inc. X 23.1 Consent of PricewaterhouseCoopers LLP X 23.2 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 59 Description of Exhibit Incorporated Herein by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith 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, 2022 formatted in Inline XBRL + Indicates a management contract or compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 60 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 9, 2023 By: /s/ Kenneth Burdick Kenneth Burdick 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/ Kenneth Burdick Chief Executive Officer and Chairman March 9, 2023 Kenneth Burdick (Principal Executive Officer) /s/ David Bourdon Chief Financial Officer and Treasurer March 9, 2023 David Bourdon (Principal Financial and Accounting Officer) /s/ Robert Bessler Director March 9, 2023 Robert Bessler /s/ Darren Black Director March 9, 2023 Darren Black /s/ Jeffrey Crisan Director March 9, 2023 Jeffrey Crisan /s/ William Miller Director March 9, 2023 William Miller /s/ Jeffrey Rhodes Director March 9, 2023 Jeffrey Rhodes /s/ Eric Shuey Director March 9, 2023 Eric Shuey /s/ Seema Verma Director March 9, 2023 Seema Verma /s/ Katherine Wood Director March 9, 2023 Katherine Wood 61 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations and Comprehensive Loss F- 5 Consolidated Statement of Changes in Stockholders' Equity, Consolidated Statements of Changes in Redeemable Units and Stockholders'/Members' Equity, and Consolidated Statement of Changes in Redeemable Convertible Preferred Units and Members' Deficit F- 6 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 11 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, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, of changes in redeemable units and stockholders'/members' equity and of cash flows for the years ended December 31, 2022 and 2021, and for the period from April 13, 2020 to December 31, 2020, 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, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, and for the period from April 13, 2020 to December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2022. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 9, 2023 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 operations and comprehensive 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, 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 (In thousands, except for par value) Successor December 31, 2022 December 31, 2021 CURRENT ASSETS Cash and cash equivalents $ 108,621 $ 148,029 Patient accounts receivable, net 100,868 76,078 Prepaid expenses and other current assets 23,734 42,413 Total current assets 233,223 266,520 NONCURRENT ASSETS Property and equipment, net 194,189 152,242 Right-of-use assets 199,431 — Intangible assets, net 263,294 300,355 Goodwill 1,272,939 1,204,544 Other noncurrent assets 10,795 3,448 Total noncurrent assets 1,940,648 1,660,589 Total assets $ 2,173,871 $ 1,927,109 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 12,285 $ 14,152 Accrued payroll expenses 75,650 60,002 Other accrued expenses 30,428 26,510 Current portion of contingent consideration 15,876 14,123 Operating lease liabilities, current 38,824 — Other current liabilities 2,936 1,965 Total current liabilities 175,999 116,752 NONCURRENT LIABILITIES Long-term debt, net 225,079 157,416 Operating lease liabilities, noncurrent 212,586 — Deferred tax liability, net 38,701 54,281 Other noncurrent liabilities 2,783 53,632 Total noncurrent liabilities 479,149 265,329 Total liabilities $ 655,148 $ 382,081 COMMITMENTS AND CONTINGENCIES (see Note 16 ) STOCKHOLDERS’ EQUITY Preferred stock – par value $ 0.01 per share; 25,000 shares authorized as of December 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021 — — Common stock – par value $ 0.01 per share; 800,000 shares authorized as of December 31, 2022 and December 31, 2021; 375,964 and 374,255 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 3,761 3,743 Additional paid-in capital 2,084,324 1,898,357 Accumulated other comprehensive income 3,274 — Accumulated deficit ( 572,636 ) ( 357,072 ) Total stockholders' equity 1,518,723 1,545,028 Total liabilities and stockholders’ equity $ 2,173,871 $ 1,927,109 The accompanying Notes are an integral part of these consolidated financial statements. F- 4 LIFESTANCE HEALTH GROUP, INC. consolidated statements of operations and comprehensive loss (In thousands, except for Net Loss per Share) Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 TOTAL REVENUE $ 859,542 $ 667,511 $ 265,556 $ 111,661 OPERATING EXPENSES Center costs, excluding depreciation and amortization shown separately below 622,525 466,003 179,264 78,777 General and administrative expenses 377,993 433,725 51,841 20,854 Depreciation and amortization 69,198 54,136 27,710 3,335 Total operating expenses $ 1,069,716 $ 953,864 $ 258,815 $ 102,966 (LOSS) INCOME FROM OPERATIONS $ ( 210,174 ) $ ( 286,353 ) $ 6,741 $ 8,695 OTHER (EXPENSE) INCOME (Loss) gain on remeasurement of contingent consideration ( 1,688 ) ( 2,610 ) ( 576 ) 322 Transaction costs ( 722 ) ( 3,762 ) ( 3,937 ) ( 33,247 ) Interest expense ( 19,928 ) ( 38,911 ) ( 19,112 ) ( 3,020 ) Other expense ( 218 ) ( 1,469 ) ( 263 ) ( 14 ) Total other expense $ ( 22,556 ) $ ( 46,752 ) $ ( 23,888 ) $ ( 35,959 ) LOSS BEFORE INCOME TAXES ( 232,730 ) ( 333,105 ) ( 17,147 ) ( 27,264 ) INCOME TAX BENEFIT 17,166 25,908 4,022 2,319 NET LOSS $ ( 215,564 ) $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) Accretion of Redeemable Class A units — ( 36,750 ) — — Accretion of Series A-1 redeemable convertible preferred units (Note 12) — — — ( 272,582 ) Cumulative dividend on Series A redeemable convertible preferred units (Note 12) — — — ( 662 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS/MEMBERS $ ( 215,564 ) $ ( 343,947 ) $ ( 13,125 ) $ ( 298,189 ) NET LOSS PER SHARE, BASIC AND DILUTED ( 0.61 ) ( 1.05 ) ( 0.04 ) Weighted-average shares used to compute basic and diluted net loss per share 355,278 327,523 302,335 NET LOSS $ ( 215,564 ) $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) OTHER COMPREHENSIVE INCOME Unrealized gains on cash flow hedge, net of tax 3,274 — — — COMPREHENSIVE LOSS $ ( 212,290 ) $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) The accompanying Notes are an integral part of these consolidated financial statements. F- 5 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands) Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders' Successor Shares Amount Capital Income Deficit Equity Balances at December 31, 2021 374,255 $ 3,743 $ 1,898,357 $ — $ ( 357,072 ) $ 1,545,028 Net loss — — — — ( 215,564 ) ( 215,564 ) Issuance of common stock upon vesting of restricted stock units 2,204 22 ( 485 ) — — ( 463 ) Forfeitures ( 363 ) ( 3 ) ( 1,357 ) — — ( 1,360 ) Surrender of common stock ( 132 ) ( 1 ) ( 981 ) — — ( 982 ) Other comprehensive income — — — 3,274 — 3,274 Stock-based compensation expense — — 188,790 — — 188,790 Balances at December 31, 2022 375,964 $ 3,761 $ 2,084,324 $ 3,274 $ ( 572,636 ) $ 1,518,723 The accompanying Notes are an integral part of these consolidated financial statements. F- 6 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE UNITS AND STOCKHOLDERS'/MEMBERS' EQUITY (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- 7 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE UNITS AND MEMBERS’ EQUITY (Successor) AND CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED UNITS AND MEMBERS' DEFICIT (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- 8 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CAS H FLOWS (In thousands) Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 215,564 ) $ ( 307,197 ) $ ( 13,125 ) $ ( 24,945 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 69,198 54,136 27,710 3,335 Non-cash operating lease costs 38,161 — — — Stock and unit-based compensation 187,430 259,439 1,452 — Deferred income taxes ( 16,733 ) ( 26,945 ) ( 4,156 ) ( 2,345 ) Loss on debt extinguishment 3,380 14,440 3,066 — Amortization of discount and debt issue costs 1,949 1,797 759 215 Loss (gain) on remeasurement of contingent consideration 1,688 2,610 576 ( 322 ) Loss on disposal of assets 218 — — — Endowment of shares to LifeStance Health Foundation — 9,000 — — Change in operating assets and liabilities, net of businesses acquired: Patient accounts receivable ( 21,663 ) ( 24,213 ) ( 8,183 ) ( 5,122 ) Prepaid expenses and other current assets ( 3,431 ) ( 29,121 ) ( 1,101 ) ( 4,526 ) Accounts payable 7,667 623 2,467 ( 1,638 ) Accrued payroll expenses 12,100 15,265 58 8,753 Operating lease liabilities ( 13,169 ) — — — Other accrued expenses 1,558 39,586 ( 31,492 ) 40,031 Net cash provided by (used in) operating activities $ 52,789 $ 9,420 $ ( 21,969 ) $ 13,436 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 79,255 ) ( 94,492 ) ( 25,262 ) ( 12,804 ) Acquisition of Predecessor, net of cash acquired — — ( 646,694 ) — Acquisitions of businesses, net of cash acquired ( 60,206 ) ( 99,584 ) ( 164,135 ) ( 12,274 ) Net cash used in investing activities $ ( 139,461 ) $ ( 194,076 ) $ ( 836,091 ) $ ( 25,078 ) 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, net of discount 257,324 98,800 392,064 74,350 Payments of debt issue costs ( 7,266 ) ( 2,360 ) ( 8,684 ) ( 650 ) Payments of long-term debt ( 187,766 ) ( 311,390 ) ( 156,785 ) ( 18,222 ) Prepayment for debt paydown ( 1,609 ) ( 8,820 ) — — Payments of contingent consideration ( 12,515 ) ( 12,279 ) ( 4,291 ) ( 19,093 ) Taxes related to net share settlement of equity awards ( 904 ) — — — Net cash provided by financing activities $ 47,264 $ 313,856 $ 876,889 $ 35,385 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 39,408 ) 129,200 18,829 23,743 Cash and Cash Equivalents - Beginning of period 148,029 18,829 — 3,481 CASH AND CASH EQUIVALENTS – END OF PERIOD $ 108,621 $ 148,029 $ 18,829 $ 27,224 The accompanying Notes are an integral part of these consolidated financial statements. F- 9 LIFESTANCE HEALTH GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 14,365 $ 22,415 $ 14,292 $ 2,857 Cash paid for taxes, net of refunds $ 2,237 $ 1,093 $ 221 $ 25 SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES Equipment financed through finance leases $ 363 $ 1,438 $ 109 $ 415 Contingent consideration incurred in acquisitions of businesses $ 11,221 $ 10,685 $ 10,220 $ 3,788 Acquisition of property and equipment included in liabilities $ 7,891 $ 15,845 $ 4,465 $ 2,718 Surrender of common stock $ 982 $ — $ — $ — 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- 10 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 ("RSAs") 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 . 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. F- 11 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. 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. 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. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. F- 12 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, 2022 and 2021 (Successor) . 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 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. Center Costs, Excluding Depreciation and Amortization Center costs, excluding depreciation and amortization includes the costs the Company incurs to operate its centers, consisting primarily of salaries, wages and employee benefits for clinicians and patient support, occupancy costs such as rent and utilities, F- 13 medical supplies, insurance and other operating expenses. Center costs, excluding depreciation and amortization excludes stock and unit-based compensation. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents consist of demand deposits held with financial institutions. Cash and cash equivalents are 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. 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, net 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 operations and comprehensive loss in the period realized. Leases The Company determines if a contract meets the definition of a lease at inception and evaluates the lease classification at that time. The Company has elected not to recognize on the consolidated balance sheet leases with terms of one year or less. Options to extend or terminate the lease are included in the determination of the lease term when it is reasonably certain that the Company will exercise such options. When the implicit rate is unknown, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of the lease payments. Lease liabilities represent the obligation to make lease payments and right-of-use assets represent the right to use the underlying asset during the lease term. Lease liabilities and their corresponding right-of-use assets are recognized in the consolidated balance sheets as the commencement date based on the present value of the future minimum lease payments over the estimated lease term. Right-of-use assets are adjusted for payments made at or before the commencement date and tenant incentives under the lease. When a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the right-of-use assets and the lease liabilities. The effects of these escalation clauses or concessions have been reflected in lease expenses on a straight-line basis over the expected lease term and any variable lease payments subsequent to establishing the lease liability are expensed as incurred. The Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. Operating lease and variable lease costs are included in center costs, excluding depreciation and amortization and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Variable lease costs are the portion of lease payments that are not fixed over the lease term. Variable lease costs F- 14 include real estate payments that are adjusted periodically for inflation or other variables as well as payments for taxes and insurance. The Company expenses variable lease costs in the period incurred. Operating leases are included in right-of-use assets, operating lease liabilities, current and operating lease liabilities, noncurrent on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, other current liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. Finance leases are not material. 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. 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 or 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 asset or asset group exceeds the fair value of the asset or asset group. 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. 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 3 to 6 years Trade names 5 to 22.5 years Goodwill The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. The Company performs a qualitative assessment on goodwill at least annually on October 1st or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit's goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. For purposes of goodwill impairment testing, the Company has one reporting unit. There were no goodwill impairments recorded during all periods presented. Fair Value Measurements 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. F- 15 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 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. Stock and Unit-Based Compensation The Company accounts for stock-based compensation awards approved by the Board of Directors, including RSAs, restricted stock units ("RSUs"), and stock options, based on their estimated grant date fair value. The Company estimates the fair value of the RSAs and RSUs based on the fair value of the underlying common stock on their grant date. The Company's stock awards are granted on service-, performance-, and/or market-based vesting conditions. RSUs are granted to certain employees and other service providers subject to certain service-based or service- and performance-based vesting conditions. The ultimate number of shares that are issued in respect of the performance-based RSUs are based on actual performance over a three or four-year performance period and ranging from zero to 100% of the performance-based RSUs subject to the award. Each fiscal year within the award period represents a separately vesting tranche of the award. For a portion of the performance-based RSUs, as the performance conditions have not been established beyond the first year of the award, a grant date has not yet been established for the remaining annual periods of these performance-based RSUs. The related compensation expense for the performance awards is recognized on a straight line basis over the requisite service period for each separately vesting tranche of the award if and when the Company concludes that it is probable that the performance conditions will be achieved. At the end of each reporting period, the Company reevaluates the probability that the performance conditions will be achieved. The service-based awards are recognized on a straight line basis over the requisite service period, which is generally two to four years. The market-based vesting conditions for awards granted in connection with the Company's IPO provided 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 granted stock options to certain employees, which generally vest as one-third (1/3) of the underlying shares based on continued service over four years , with 25 % of the time-based option shares vesting each year, and as to two-thirds (2/3) of the underlying shares subject to market-based vesting conditions over four years , with 25 % of the market-based option shares vesting each year subject to attainment of specified performance thresholds. Options generally expire ten years from the date of grant. The exercise price for each stock option award is equal to the closing price of a share of the Company's common stock on the grant date of the award. For stock option awards issued with only time-based vesting conditions, the fair value is estimated on the date of grant using a Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company's expected dividend yield. For stock option awards issued with time- and market-based vesting conditions, the grant date fair value is determined through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition may not be satisfied. A Monte Carlo simulation requires the use of various assumptions, including the underlying stock price, volatility and the risk-free F- 16 interest rate as of the valuation date, corresponding to the length of the time remaining in the performance period, and expected dividend yield. The expected term represents the derived service period for the respective tranches, which is the longer of the specified service period or the period in which the market conditions are expected to be met. The Company has elected to account for forfeitures as they occur. 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 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 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 in the consolidated statements of operations and comprehensive loss . 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 operations and comprehensive loss. Advertising expense for the years ended December 31, 2022 and 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) were $ 8,632 , $ 11,696 , $ 1,942 , and $ 663 , respectively. Debt Issue Costs For term loans, debt discount and 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 and delayed draw term loan commitments, 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 and delayed draw term loan commitment, respectively. Amortization of discount and debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of operations and comprehensive loss and amounted to $ 3,720 , $ 7,417 , $ 3,825 and $ 215 for the years ended December 31, 2022 and 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) , respectively. Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on interest rate swaps. Unrealized gains or losses on interest rate swaps are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations and comprehensive 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. 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 F- 17 401(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 $ 15,746 , $ 11,375 , $ 4,231 , and $ 1,819 for the years ended December 31, 2022 and 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) , respectively, for discretionary matching and profit-sharing contributions to the 401(k) Plan. 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 16). 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, 2022 and 2021 (Successor). Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2022 and 2021 (Successor). These payors comprise 16 % and 16 % , of the patient accounts receivable balance, respectively, as of December 31, 2022 (Successor), and 17 % and 19 % , respectively, as of December 31, 2021 (Successor) . 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. Recently Adopted Accounting Pronouncements 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. The Company adopted Accounting Standards Codification, Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2022 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”). There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. In addition, the Company elected to adopt certain practical expedients permitted under the transition guidance within the new standard. The Company elected the package of practical expedients which applied to leases that commenced prior to the adoption date of the new standard and permitted a reporting entity not to reassess: (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company has elected not to use hindsight for leases existing at adoption date. F- 18 As of January 1, 2022, the impact of the adoption to the Company’s consolidated balance sheets includes the recognition of operating lease liabilities, current, of $ 16,753 , operating lease liabilities, noncurrent, of $ 200,247 based on the present value of the remaining lease payments for existing operating leases with corresponding right-of-use assets of $ 190,013 . The difference between the amount of right-of-use assets and lease liabilities recognized upon the adoption of ASC 842 is related to adjustments to existing deferred rent and lease incentives. 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. The Company adopted the new guidance on January 1, 2022, noting it did not have a material effect on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted 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. 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 F- 19 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. 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 Other noncurrent assets 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. 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 Pro Forma The Company’s unaudited pro forma revenue and net loss for the year ended December 31, 2020 below have been prepared as if the TPG Acquisition occurred on January 1, 2020. Year Ended December 31, 2020 Revenue $ 377,217 Net loss $ ( 26,727 ) The transaction costs related to the TPG Acquisition were $ 32,942 , all of which were expensed as incurred. Management Fees In addition, management fees to TPG and certain executives of the Company were identified as related party transactions. 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), the Company incurred related party management fees of $ 1,445 , $ 142 and $ 14 , respectively. 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. NOTE 4 TOTAL REVENUE The Company’s total revenue is dependent on a series of contracts with third-party payors, which is typical for providers in the 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 Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Amount % of Total Revenue Commercial $ 776,343 91 % $ 601,850 90 % $ 236,649 89 % $ 98,146 88 % Government 37,058 4 % 29,436 5 % 12,662 5 % 5,411 5 % Self-pay 36,382 4 % 28,915 4 % 11,099 4 % 4,821 4 % Total patient service revenue 849,783 99 % 660,201 99 % 260,410 98 % 108,378 97 % Nonpatient service revenue 9,759 1 % 7,310 1 % 5,146 2 % 3,283 3 % Total $ 859,542 100 % $ 667,511 100 % $ 265,556 100 % $ 111,661 100 % Among the commercial payors, the table below represents insurance companies that individually represented 10 % or more of revenue: Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Top one payor 19 % 19 % 22 % 23 % Top two payor 14 % 14 % 19 % 19 % Top three payor — — 13 % 11 % F- 21 NOTE 5 PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Successor December 31, 2022 December 31, 2021 Leasehold improvements $ 148,249 $ 87,807 Computers and peripherals 26,650 19,170 Internal-use software 7,894 2,868 Furniture, fixtures and equipment 36,437 20,286 Medical equipment 950 1,018 Construction in process 16,892 40,619 Total $ 237,072 $ 171,768 Less: Accumulated depreciation ( 42,883 ) ( 19,526 ) Total property and equipment, net $ 194,189 $ 152,242 Depreciation expense consists of the following: Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Depreciation expense $ 28,918 $ 15,094 $ 4,440 $ 1,900 NOTE 6 LEASES Leases - ASC 842 The Company leases its office facilities and office equipment which are accounted for as operating leases. Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term fro m 1 to 7 years. The Company incurred $ 54,217 in operating lease costs related to its operating leases in its consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 (Successor) . Variable lease costs and short-term lease costs were no t material. The Company incurred $ 1,565 in related-party lease expense in its consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 (Successor). The Company has $ 5,058 in right-of-use assets, $ 1,324 in operating lease liabilities, current, and $ 3,902 in operating lease liabilities, noncurrent, with related parties as of December 31, 2022 (Successor). The weighted-average remaining lease term and discount rate for operating lease liabilities included in the consolidated balance sheets are as follows: Successor December 31, 2022 Weighted-average remaining lease term (in years) 5.3 Weighted-average discount rate 6.47 % Supplemental cash flow information related to operating leases was as follows: Successor Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 53,371 Noncash lease activity Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 47,837 F- 22 The future minimum lease payments under noncancellable operating leases as of December 31, 2022 (Successor) are as follows: Year Ended December 31, Amount 2023 $ 53,901 2024 61,035 2025 57,189 2026 49,465 2027 36,077 Thereafter 42,282 Total lease payments $ 299,949 Less: imputed interest ( 48,539 ) Total lease liabilities $ 251,410 Leases - ASC 840 Prior to the adoption of ASC 842 as of January 1, 2022, the Company accounted for its operating lease arrangements under ASC 840 with no right-of-use assets or lease liabilities being reflected on the consolidated balance sheets. Total rent expense amounted to as follows in the consolidated statements of operations and comprehensive loss: Successor Predecessor Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Related-party rent expense $ 2,763 $ 659 $ 388 Third-party rent expense 32,630 11,378 4,210 Total lease cost $ 35,393 $ 12,037 $ 4,598 Under ASC 840, the future minimum lease payments under noncancellable operating leases as of December 31, 2021 (Successor) were as follows: Year Ended December 31, Amount 2022 $ 49,169 2023 48,545 2024 44,645 2025 41,064 2026 34,327 Thereafter 45,545 Total $ 263,295 NOTE 7 GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes changes in the carrying amount of goodwill: Amount Balance as of December 31, 2020 (Successor) $ 1,098,659 Business acquisitions (Note 8) 107,999 Measurement period adjustments ( 2,114 ) Balance as of December 31, 2021 (Successor) $ 1,204,544 Business acquisitions (Note 8) 68,314 Measurement period adjustments 81 Balance as of December 31, 2022 (Successor) $ 1,272,939 Intangible Assets Intangible assets consist of the following: December 31, 2022 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (Years) Regional trade names $ 36,259 $ ( 16,688 ) $ 19,571 5.0 LifeStance trade names 235,500 ( 27,557 ) 207,943 22.5 Non-competition agreements 94,127 ( 58,347 ) 35,780 4.2 Total intangible assets $ 365,886 $ ( 102,592 ) $ 263,294 F- 23 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 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, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Amortization expense $ 40,280 $ 39,042 $ 23,270 $ 1,435 The future amortization of intangible assets as of December 31, 2022 (Successor) is as follows: Year Ended December 31, Amount 2023 $ 40,528 2024 28,185 2025 16,464 2026 11,725 2027 10,785 Thereafter 155,607 Total $ 263,294 NOTE 8 BUSINESS COMBINATIONS During the years ended December 31, 2022 and 2021 (Successor), the Company completed the acquisitions of 13 and 24 , 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 Year Ended December 31, 2022 2021 Cash consideration $ 61,564 $ 105,203 Cash consideration to be paid 251 326 Contingent consideration, at initial fair value 11,221 10,685 Class A-2 common units — 1,486 Total consideration transferred $ 73,036 $ 117,700 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- 24 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 Year Ended December 31, Allocation of Purchase Price 2022 2021 Cash $ 1,652 $ 4,718 Patient accounts receivable 2,652 6,954 Prepaid expenses and other current assets 718 428 Property and equipment 225 887 Other noncurrent assets 80 201 Intangible assets 3,219 6,601 Goodwill 68,314 107,999 Total assets acquired 76,860 127,788 Total liabilities assumed 3,824 10,088 Fair value of net assets $ 73,036 $ 117,700 The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations. The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition: Successor Year Ended December 31, 2022 2021 Regional trade names (1) $ 1,842 $ 3,940 Non-competition agreements (2) 1,377 2,661 Total $ 3,219 $ 6,601 (1) Useful lives for trade names are 5 years . (2) Useful lives for non-competition agreements are 3 to 5 years . Contingent Consideration Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 10). The following table summarizes the maximum contingent consideration based on the acquisition agreements: Successor Year Ended December 31, Contingent consideration 2022 2021 Maximum contingent consideration based on acquisition agreements $ 15,325 $ 13,007 Goodwill Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes. Acquisitions Subsequent to December 31, 2022 Subsequent to December 31, 2022, the Company completed acquisitions of several 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, 2022, total contractual consideration included cash consideration of $ 19,950 , funded through credit facility financing, and contingent consideration with a maximum value of $ 2,650 . F- 25 NOTE 9 PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ACCRUED EXPENSES Prepaid expenses and other current assets consist of the following: Successor December 31, 2022 December 31, 2021 Clinician advances $ 4,641 $ 4,614 Prepaid fixed fee bonuses 7,456 6,831 Other receivables 640 19,268 Other current assets 10,997 11,700 Total $ 23,734 $ 42,413 Other accrued expenses consist of the following: Successor December 31, 2022 December 31, 2021 Patient credits payable $ 12,085 $ 10,457 Accrual for goods received, not invoiced 7,118 5,537 Accrued professional fees 1,973 3,450 Other accrued expense 9,252 7,066 Total $ 30,428 $ 26,510 NOTE 10 FAIR VALUE MEASUREMENTS Contingent Consideration The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs. The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments. This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability. The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of December 31, 2022 and 2021 (Successor). Valuation Technique Range of Significant Assumptions Successor December 31, 2022 December 31, 2021 Probability-weighted analysis Probability 50 % - 100 % 50 % - 100 % based earn-outs Discount rate 8.00 % 8.60 % As of December 31, 2022 and 2021 (Successor), the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date. The noncurrent portion of the contingent consideration liability is included within other noncurrent liabilities on the consolidated balance sheets. Hedging Activities The Company uses derivative financial instruments, including an interest rate swap, for hedging and non-trading purposes to manage its exposure to changes in interest rates. The Company entered into a hedge transaction (interest rate swap) using a derivative financial instrument for the purpose of hedging the Company’s exposure to interest rate risks, which the contractual terms of the hedged instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. The objective of entering into the interest rate swap is to eliminate the variability of cash flows in the Secured Overnight Financing Rate ("SOFR") interest payments associated with the variable-rate loan over the life of the loan. In August 2022, the Company entered into an interest rate swap agreement to pay a fixed rate of 3.24 % on a total notional value of $ 189,000 of debt. As a result of the interest rate swap, 94.5 % of the term loan previously exposed to interest rate risk from changes in SOFR is now hedged against the interest rate swap at a fixed rate. The interest rate swap matures on September 30, 2025. As of December 31, 2022 (Successor), the notional value was $ 188,528 . As changes in interest rates impact the future cash flow of interest payments, the hedge provides a synthetic offset to interest rate movements. The Company used the income approach to value the derivative for the interest rate swap using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact. This derivative instrument (interest rate swap) is designated and qualifies as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income. Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense. The cash flows from the derivative treated as a cash flow hedge are classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged. F- 26 For the year ended December 31, 2022 (Successor), the Company included an immaterial gain on the hedged item (that is, variable-rate borrowings) in the same line item - interest expense - as the offsetting gain on the related interest rate swap. The following table summarizes the location of the interest rate swap in the consolidated balance sheets as of December 31, 2022 (Successor): Successor Consolidated balance sheets location December 31, 2022 Interest rate swap Other noncurrent assets $ 4,426 The amount of estimated cash flow hedge unrealized gains and losses that are expected to be reclassified into earnings in the next twelve months is not material. Fair Value Measured on a Recurring Basis The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis: Successor December 31, 2022 December 31, 2021 Assets Measured at Fair Value Interest rate swap asset $ 4,426 $ — Level 2 $ 4,426 $ — Total assets measured at fair value $ 4,426 $ — Liabilities Measured at Fair Value Contingent consideration liability: Beginning balance $ 17,430 $ 16,414 Additions related to acquisitions 11,221 10,685 Payments of contingent consideration ( 12,515 ) ( 12,279 ) Loss on remeasurement 1,688 2,610 Ending balance 17,824 17,430 Level 3 $ 17,824 $ 17,430 Total liabilities measured at fair value $ 17,824 $ 17,430 NOTE 11 LONG-TERM DEBT On May 14, 2020, in connection with the TPG Acquisition, the Company entered into the Credit Agreement among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto (the "May 2020 Credit Agreement"). The term loans and delayed draw term loans were payable in quarterly principal and interest payments through May 14, 2026 . On May 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto. The 2022 Credit Agreement established commitments in respect of a term loan facility of $ 200,000 , a revolving loan facility of up to $ 50,000 and a delayed draw term loan facility of up to $ 100,000 . The commitments under the term loan facility and the revolving facility were available to be drawn on May 16, 2022. The Company borrowed $ 200,000 in term loans on that date, with a maturity date of May 16, 2028. The remaining commitments under the delayed draw term loan facility are scheduled to terminate on the second anniversary of May 16, 2022. Once drawn upon, the delayed draw term loan facility has a maturity date of May 16, 2028. The loans under the term loan facility and the delayed draw term loan facility bear interest at a rate per annum equal to (x) adjusted term Secured Overnight Financing Rate ("SOFR") (which adjusted term SOFR is subject to a minimum of 0.75 %) plus an applicable margin of 4.50 % or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50 % above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75 %) plus 1.00 %) plus an applicable margin of 3.50 %. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027 . The proceeds from the 2022 Credit Agreement term loans were used to repay in full and extinguish the May 2020 Credit Agreement. The 2022 Credit Agreement term loans are treated as a new issuance of debt. In relation to the May 2020 Credit Agreement, the Company recognized an extinguishment of debt charge within interest expense of $ 3,380 , consisting of $ 1,609 prepayment charge and the write-off of unamortized debt issue costs associated with the extinguished term loans of $ 1,771 . As part of the 2022 Credit Agreement restructuring, TPG provided arrangement and structuring services. The Company incurred related party fees of $ 4,375 during the year ended December 31, 2022 (Successor) included within debt issue costs. F- 27 The 2022 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at December 31, 2022 and 2021 (Successor). Long-term debt consists of the following: Successor December 31, 2022 December 31, 2021 Term loans $ 199,500 $ 70,665 Delayed Draw loans 34,464 90,565 Total long-term debt 233,964 161,230 Less: Current portion of long-term debt ( 2,345 ) ( 1,323 ) Less: Unamortized discount and debt issue costs (1) ( 6,540 ) ( 2,491 ) Total Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issue Costs $ 225,079 $ 157,416 (1) The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the consolidated balance sheets. 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, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Interest expense $ 19,928 $ 38,911 $ 19,112 $ 3,020 Future principal payments on long-term debt as of December 31, 2022 (Successor) are as follows: Year Ended December 31, Amount 2023 $ 2,345 2024 2,345 2025 2,345 2026 2,345 2027 2,345 Thereafter 222,239 Total $ 233,964 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, 2022 and 2021 (Successor) was $ 235,049 and $ 186,497 , respectively. Revolving Loan Under the May 2020 Credit Agreement, the Company had a revolving loan from Capital One in the amount of $ 20,000 . Under the 2022 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $ 50,000 . Any borrowing on the revolving loan under the 2022 Credit Agreement is due in full on May 16, 2027 . The revolving loan bears interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25 % or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50 % above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00 %) plus an applicable margin of 2.25 %. The unused revolving loan incurs a commitment fee of 0.50 % per annum. There are no amounts outstanding on the revolving loan as of December 31, 2022 and 2021 (Successor) . NOTE 12 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 F- 28 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. The 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 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 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. 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. F- 29 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 13 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 requiring approval of such Units. Class B Common Units, Class C Common Units and Series A Preferred Units have no voting rights. NOTE 13 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. Common Units - Pre-IPO The former chief executive officer (“Former CEO”) had 35,000 redeemable Class A units prior to the completion of the IPO. The Former 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 Former CEO (or permitted transferee) shall have this Put Right also upon death or disability. As this was both outside of the Company’s control and probable to eventually occur, the redeemable Class A units subject to this Put Right were classified as mezzanine equity and carried at fair value (i.e., redemption price). There was 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 Acquisition as a result of the conversion. 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, 2022 and 2021 (Successor) . F- 30 NOTE 14 STOCK AND UNIT-BASED COMPENSATION 2021 Equity Incentive Plan Effective June 9, 2021, the Company’s Board of Directors (the "Board") and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). All equity-based awards subsequent to June 9, 2021 will be granted under the 2021 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 was initially reserved at 47,037 shares. The share pool will automatically increase on January 1 of each year through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year. On January 1, 2022, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,713 shares. Restricted Stock The RSAs were issued as part of the Organizational Transactions (see Note 1). The following is a summary of RSA transactions as of and for the years ended December 31, 2022 and 2021 (Successor): Unvested Shares Weighted-Average Grant Date Fair Value Unvested, December 31, 2020 (Successor) — $ — Converted 30,766 11.98 Vested ( 7,265 ) 11.98 Unvested, December 31, 2021 (Successor) 23,501 $ 11.98 Vested ( 6,342 ) 11.98 Forfeited ( 363 ) 11.98 Unvested, December 31, 2022 (Successor) 16,796 $ 11.98 Restricted Stock Units The RSUs were granted in connection with the IPO and subsequent to the IPO. RSUs are accounted for as equity using the fair value method, which requires measurement and recognition of compensation expense for all awards granted to employees, directors and consultants based upon the grant-date fair value. The following is a summary of RSU transactions as of and for the years ended December 31, 2022 and 2021 (Successor): Unvested Shares Weighted-Average Grant Date Fair Value Outstanding, December 31, 2020 (Successor) — $ — Granted 6,208 17.93 Vested ( 106 ) 17.23 Canceled and forfeited ( 71 ) 18.00 Outstanding, December 31, 2021 (Successor) 6,031 $ 17.95 Granted 12,195 8.43 Vested ( 2,204 ) 16.86 Canceled and forfeited ( 1,819 ) 8.39 Outstanding, December 31, 2022 (Successor) 14,203 $ 10.61 F- 31 Stock Options The following is a summary of stock option activity as of and for the year ended December 31, 2022 (Successor): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2021 (Successor) — $ — — $ — Granted 13,476 7.42 Vested — — Canceled and forfeited — — Outstanding, December 31, 2022 (Successor) 13,476 $ 7.42 9.70 $ — Vested or expected to vest at December 31, 2022 (Successor) 13,476 $ 7.42 9.70 $ — The total grant-date fair value of stock options granted during the year ended December 31, 2022 (Successor) was $ 56,917 . The Company estimated the fair value of stock option grants with time-based vesting conditions using a Black-Scholes option-pricing model with the following assumptions presented on a weighted-average basis: Successor Year Ended December 31, 2022 Risk-free interest rate 3.22 % Volatility 55.00 % Expected term (years) 6.25 Expected dividend yield 0.00 % Estimated fair value per option granted $ 4.13 The Company estimated the fair value of stock option grants with time- and market-based vesting conditions using a Monte Carlo simulation that incorporate estimates of the potential outcomes of the market condition on the grant with the following assumptions: Successor Year Ended December 31, 2022 Risk-free interest rate 3.22 % Volatility 55.00 % Expected service period (years) 2.76 Expected dividend yield 0.00 % Weighted-average fair value per option granted $ 4.27 The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company lacks company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company determines the expected term of time-based vesting condition options using the simplified method which is used when there is insufficient historical data about exercise patterns. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. The expected service period of the time- and market-based vesting condition options is based on projected exercise dates resulting from the Monte Carlo simulation for each award tranche. F- 32 Stock and Unit-Based Compensation Expense The Company recognized stock and unit-based compensation expense related to RSAs, RSUs, stock options, and the Class B Profits Interests within general and administrative expenses in the consolidated statements of operations and comprehensive loss as follows: Successor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 Stock and unit-based compensation expense $ 187,430 $ 259,439 $ 1,452 As of December 31, 2022 (Successor), the Company had $ 165,827 in unrecognized compensation expense related to all non-vested awards (RSAs, RSUs and stock options) that will be recognized over the weighted-average remaining service period of 1.9 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 was 6,817 shares, plus an automatic annual increase, as of January 1 of each year beginning in 2022 and continuing through and including 2031, equal to the lesser of (i) one percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year, up to a maximum of 42,500 shares of the Company’s common stock in the aggregate. On January 1, 2022, the number of shares of common stock reserved and available for issuance under the ESPP increased by 3,743 shares. The ESPP allows participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. The purchase price of the shares will be 85 % of the lower of the fair market value of the Company’s common stock on the grant date or the exercise date. The ESPP will generally be implemented by a series of separate offerings referred to as “Option Periods”. Unless otherwise determined by the administrator, the Option Periods will be successive periods of approximately six months commencing on the first business day in January and July of each year, anticipated to be on or around January 1 and July 1, and ending approximately six months later on the last business day in June or December, as applicable, of each year, anticipated to be on or around June 30 and December 31. The last business day of each Option Period will be an “Exercise Date”. The administrator may change the Exercise Date, the commencement date, the ending date and the duration of each Option Period, in each case, to the extent permitted by Section 423 of the Internal Revenue Code; provided, however, that no option may be exercised after 27 months from its grant date. As of December 31, 2022 and 2021 (Successor) , no shares of common stock have been purchased under the Company’s ESPP. NOTE 15 INCOME TAXES Benefit from Income Taxes The benefit from income taxes is comprised of the following components: Successor Predecessor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 January 1 to May 14, 2020 Current: Federal $ — $ — $ — $ — State ( 433 ) 977 429 251 Total current ( 433 ) 977 429 251 Deferred: Federal ( 12,364 ) ( 19,559 ) ( 3,239 ) ( 1,592 ) State ( 4,369 ) ( 7,326 ) ( 1,212 ) ( 978 ) Total deferred ( 16,733 ) ( 26,885 ) ( 4,451 ) ( 2,570 ) Total income tax benefit $ ( 17,166 ) $ ( 25,908 ) $ ( 4,022 ) $ ( 2,319 ) F- 33 The net deferred tax assets and liabilities consist of the following: Successor December 31, 2022 December 31, 2021 Deferred tax assets Accruals and reserves $ 2,274 $ 14,909 Net operating losses 31,292 16,904 Stock and unit-based compensation 8,849 5,567 Interest limitation 8,028 2,567 Charitable contributions 2,617 2,609 Operating lease liability 65,409 — Gross deferred tax assets 118,469 42,556 Valuation allowance ( 1,424 ) — Net deferred tax assets 117,045 42,556 Deferred tax liabilities Fixed assets ( 35,847 ) ( 22,785 ) Intangibles ( 68,013 ) ( 74,052 ) Right-of-use assets ( 51,886 ) — Gross deferred tax liabilities ( 155,746 ) ( 96,837 ) Net deferred tax liability $ ( 38,701 ) $ ( 54,281 ) The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before benefit from income taxes as follows: Successor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 Amount % Amount % Amount % Tax provision at U.S. federal statutory rate $ ( 48,873 ) 21.0 % $ ( 69,952 ) 21.0 % $ ( 3,601 ) 21.0 % State income taxes, net of federal benefit ( 4,183 ) 1.8 % ( 6,507 ) 2.0 % ( 862 ) 5.0 % Stock and unit-based compensation 27,014 ( 11.6 %) 49,489 ( 14.9 %) 305 ( 1.8 %) IRC Section 162M limitation 5,685 ( 2.4 %) 994 ( 0.3 %) — — Valuation allowance 1,424 ( 0.6 %) — — — — Other adjustments 1,767 ( 0.8 %) 68 ( 0.0 %) 136 ( 0.7 %) Total $ ( 17,166 ) 7.4 % $ ( 25,908 ) 7.8 % $ ( 4,022 ) 23.5 % Predecessor January 1 to May 14, 2020 Amount % Tax provision at U.S. federal statutory rate $ ( 5,726 ) 21.0 % State income taxes, net of federal benefit ( 762 ) 2.8 % Transaction costs 4,204 ( 15.4 %) Other adjustments ( 35 ) 0.1 % Total $ ( 2,319 ) 8.5 % Differences between the statutory rate are primarily the result of permanent book/tax differences between non-deductible equity awards and state income taxes. As of December 31, 2022 (Successor), the Company has $ 139,346 of federal net operating loss carryforwards and $ 44,350 of state net operating loss carryforwards. 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. $ 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 2031. 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, 2022 and 2021 (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 F- 34 existing net operating losses are not permanently limited as of December 31, 2022 and 2021 (Successor). Any limitation may limit the Company’s future use of net operating losses. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022 (Successor), the Company had a valuation allowance of $ 1,424 against a portion of its charitable contribution carryforward for which realization cannot be considered more likely than not at this time. The Company did not have a valuation allowance as of December 31, 2021 (Successor). 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. The Company's tax returns are still open under the U.S. statute from 2018 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, 2022 and 2021 (Successor), the Company had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $ 0 and $ 54 , respectively. NOTE 16 COMMITMENTS AND CONTINGENCIES Professional Liability Insurance The medical malpractice insurance coverage is subject to a $ 3,000 per claim limit and an annual aggregate limit of $ 8,000 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, 2022 and 2021 (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 program participation requirements, reimbursement for patient services, and Medicare fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violation of these laws and regulations could result in expulsion from government health care programs together with imposition of significant fines and penalties, as well as significant repayments for patient services billed. Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care companies have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in companies entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Management believes that the Company is in substantial compliance with fraud and abuse as well as other applicable government laws and regulations. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as regulatory actions unknown or unasserted at this time. General Contingencies The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. These risks are covered by commercial insurance purchased from independent third parties. There has been no significant reduction in insurance coverage from the previous year in any of the Company’s policies. Litigation The Company may be involved from time-to-time in legal actions relating to the ownership and operations of its business. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. On August 10, 2022, a shareholder class action lawsuit captioned Nayani v. LifeStance Health Group, Inc., et al. was filed in the United States District Court for the Southern District of New York (the “Court”) against the Company and certain executives and board members (the “LifeStance Defendants”), as well as the underwriters of the Company’s initial public offering (the “IPO”) (collectively, “Defendants”). The lawsuit alleges, in part, that the Defendants violated Section 11 of the Securities Act of 1933 (the F- 35 “Securities Act”) because the IPO registration statement purportedly contained inaccurate and misleading statements and/or failed to disclose certain facts concerning patient visits and clinician retention. The lawsuit also asserts that the LifeStance Defendants violated Section 15 of the Securities Act because they are control persons of the Company. The lawsuit seeks unspecified monetary damages and purports to represent all shareholders who purchased the Company’s common stock pursuant to the IPO registration statement. The process of resolving these matters is inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted. The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of December 31, 2022 (Successor) . NOTE 17 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 outstanding prior to the equity exchange were considered compensatory arrangements that were settled with shares of common stock at the time of the exchange and have been included as outstanding shares subsequent to that date. The following table presents the calculation of basic and diluted net loss per share (“EPS”) for the Company’s common shares (on an as-converted basis): Successor Year Ended December 31, 2022 Year Ended December 31, 2021 April 13 to December 31, 2020 Net loss available to common stockholders'/members' $ ( 215,564 ) $ ( 343,947 ) $ ( 13,125 ) Weighted-average shares used to compute basic and diluted net loss per share 355,278 327,523 302,335 Net loss per share, basic and diluted $ ( 0.61 ) $ ( 1.05 ) $ ( 0.04 ) The Company has issued potentially dilutive instruments in the form of RSAs, RSUs and stock options. The Company did not include any of these instruments in its calculation of diluted loss per share (on an as-converted basis) for the years ended December 31, 2022 and 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 14 for the issued, vested and unvested RSAs, RSUs and stock options. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share: Successor Year Ended December 31, 2022 RSAs 16,796 RSUs 14,203 Stock options 13,476 44,475 F- 36