LFST 8-K

LifeStance Health Group, Inc. (LFST)

8-K 2025-11-06 For: 2025-11-06

View Original

Added on April 09, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware	001-40478	86-1832801
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4800 N. Scottsdale Road Suite 2500
Scottsdale, Arizona		85251
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LFST	The Nasdaq Stock Market LLC


Exhibit		Description
99.1		Press Release dated November 6, 2025.
99.2		Slide presentation providing supplemental information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


			LifeStance Health Group, Inc.

Date:	November 6, 2025	By:	/s/ Ryan McGroarty
			Ryan McGroarty Chief Financial Officer and Treasurer (principal financial and accounting officer)


Financial Highlights
	Q3 2025			Q3 2024			Y/Y
(in millions)
Total revenue	$	363.8		$	312.7			16	%
Income from operations		7.4			0.0		NM
Center Margin		116.6			100.4			16	%
Net income (loss)		1.1			(6.0	)		(118	%)
Adjusted EBITDA		40.2			30.7			31	%
As % of Total revenue:
Income from operations		2.0	%		0.0	%
Center Margin		32.0	%		32.1	%
Net income (loss)		0.3	%		(1.9	%)
Adjusted EBITDA		11.1	%		9.8	%

LFST 8-K

FORM 8-K

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

Item 9.01 Financial Statements and Exhibits.


	September 30, 2025			December 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$	203,903		$	154,571
Patient accounts receivable, net		121,073			131,802
Prepaid expenses and other current assets		35,401			26,137
Total current assets		360,377			312,510
NONCURRENT ASSETS
Property and equipment, net		162,672			166,041
Right-of-use assets		145,706			147,878
Intangible assets, net		180,753			190,799
Goodwill		1,293,346			1,293,346
Other noncurrent assets		6,115			7,724
Total noncurrent assets		1,788,592			1,805,788
Total assets	$	2,148,969		$	2,118,298
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	12,215		$	7,242
Accrued payroll expenses		113,772			117,461
Other accrued expenses		42,144			46,942
Operating lease liabilities, current		47,377			49,449
Other current liabilities		13,052			7,792
Total current liabilities		228,560			228,886
NONCURRENT LIABILITIES
Long-term debt, net		269,392			279,790
Operating lease liabilities, noncurrent		144,185			148,699
Deferred tax liability, net		13,986			14,329
Other noncurrent liabilities		105			309
Total noncurrent liabilities		427,668			443,127
Total liabilities	$	656,228		$	672,013
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock – par value $0.01 per share; 25,000 shares authorized as of September 30, 2025 and December 31, 2024; 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024		—			—
Common stock – par value $0.01 per share; 800,000 shares authorized as of September 30, 2025 and December 31, 2024; 389,000 and 382,735 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		3,890			3,827
Additional paid-in capital		2,309,145			2,259,818
Accumulated other comprehensive income		—			929
Accumulated deficit		(820,294	)		(818,289	)
Total stockholders' equity		1,492,741			1,446,285
Total liabilities and stockholders’ equity	$	2,148,969		$	2,118,298


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
TOTAL REVENUE	$	363,809		$	312,722		$	1,042,090		$	925,490
OPERATING EXPENSES
Center costs, excluding depreciation and amortization shown separately below		247,227			212,291			707,286			632,527
General and administrative expenses		95,615			85,269			287,421			269,356
Depreciation and amortization		13,557			15,115			41,319			56,279
Total operating expenses	$	356,399		$	312,675		$	1,036,026		$	958,162
INCOME (LOSS) FROM OPERATIONS	$	7,410		$	47		$	6,064		$	(32,672	)
OTHER EXPENSE
Gain on remeasurement of contingent consideration		—			15			—			1,975
Transaction costs		—			(29	)		—			(821	)
Interest expense, net		(2,814	)		(5,413	)		(8,787	)		(17,139	)
Other expense		(24	)		(2	)		(117	)		(80	)
Total other expense	$	(2,838	)	$	(5,429	)	$	(8,904	)	$	(16,065	)
INCOME (LOSS) BEFORE INCOME TAXES		4,572			(5,382	)		(2,840	)		(48,737	)
INCOME TAX (PROVISION) BENEFIT		(3,495	)		(575	)		835			(1,594	)
NET INCOME (LOSS)	$	1,077		$	(5,957	)	$	(2,005	)	$	(50,331	)
EARNINGS (LOSS) PER SHARE
Basic		0.00			(0.02	)		(0.01	)		(0.13	)
Diluted		0.00			(0.02	)		(0.01	)		(0.13	)
Weighted-average shares outstanding
Basic		386,963			380,359			385,672			378,713
Diluted		388,895			380,359			385,672			378,713

NET INCOME (LOSS)	$	1,077		$	(5,957	)	$	(2,005	)	$	(50,331	)
OTHER COMPREHENSIVE LOSS
Unrealized losses on cash flow hedge, net of tax		(345	)		(1,872	)		(929	)		(1,532	)
COMPREHENSIVE INCOME (LOSS)	$	732		$	(7,829	)	$	(2,934	)	$	(51,863	)


	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,005	)	$	(50,331	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		41,319			56,279
Non-cash operating lease costs		31,265			29,431
Stock-based compensation		57,997			60,026
Amortization of discount and debt issue costs		762			1,264
Gain on remeasurement of contingent consideration		—			(1,975	)
Other, net		1,440			998
Change in operating assets and liabilities, net of businesses acquired:
Patient accounts receivable, net		10,729			(32,757	)
Prepaid expenses and other current assets		(10,410	)		(3,924	)
Accounts payable		2,868			620
Accrued payroll expenses		(3,689	)		9,381
Operating lease liabilities		(35,829	)		(34,300	)
Other accrued expenses		(5,856	)		10,232
Net cash provided by operating activities	$	88,591		$	44,944
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(25,214	)		(15,265	)
Net cash used in investing activities	$	(25,214	)	$	(15,265	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long-term debt		(5,438	)		(2,194	)
Payments of contingent consideration		—			(3,694	)
Taxes related to net share settlement of equity awards		(8,607	)		—
Net cash used in financing activities	$	(14,045	)	$	(5,888	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		49,332			23,791
Cash and Cash Equivalents - Beginning of period		154,571			78,824
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	203,903		$	102,615
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net	$	13,253		$	19,023
Cash paid for taxes, net of refunds	$	1,564		$	59
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of property and equipment included in liabilities	$	4,484		$	1,203


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
(in thousands)
Net income (loss)	$	1,077		$	(5,957	)	$	(2,005	)	$	(50,331	)
Adjusted for:
Interest expense, net		2,814			5,413			8,787			17,139
Depreciation and amortization		13,557			15,115			41,319			56,279
Income tax provision (benefit)		3,495			575			(835	)		1,594
Gain on remeasurement of contingent consideration		—			(15	)		—			(1,975	)
Stock-based compensation expense		18,297			14,895			57,997			60,026
Loss on disposal of assets		24			2			117			80
Transaction costs (1)		—			29			—			821
Executive transition costs		577			—			1,296			591
Litigation costs (2)		(70	)		224			1,088			1,053
Strategic initiatives (3)		—			134			—			1,292
Real estate optimization and restructuring charges (4)		(6	)		—			(103	)		(250	)
Amortization of cloud-based software implementation costs (5)		444			298			1,199			478
Other expenses (6)		—			—			—			172
Adjusted EBITDA	$	40,209		$	30,713		$	108,860		$	86,969