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      ATI Physical Therapy Reports Fourth Quarter and Full Year 2022 Results

      ATI Physical Therapy Logo

      News provided by

      ATI Physical Therapy

      Mar 16, 2023, 16:10 ET

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      Delivered on 2022 Revenue and Adjusted EBITDA1 Updated Guidance

      Completed Refreshment of Corporate Leadership Team with the Appointment of New Chief Operating Officer and Chief Growth Officer in the Fourth Quarter

      Enters Into Transaction Support Agreement to Increase Liquidity and Financial Flexibility

      BOLINGBROOK, Ill., March 16, 2023 /PRNewswire/ -- ATI Physical Therapy ("ATI" or the "Company") (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today reported financial results for the fourth quarter and full year ended December 31, 2022.

      "2022 was an important year of transformation for ATI as we completed a full refresh of our corporate leadership team, adding four seasoned executives – including two in the fourth quarter – with extensive experience in the healthcare sector," said Sharon Vitti, Chief Executive Officer of ATI. "I am also pleased that we met our 2022 revenue and Adjusted EBITDA1 updated guidance. As we head into 2023, demand for physical therapy remains strong, underscoring the relevance of our central mission to deliver high quality care and service to our patients."

      Ms. Vitti continued, "During the fourth quarter, our provider teams maintained their focus on meeting the needs of our patients, which drove a recent high for clinician productivity for the period. Importantly, this momentum has continued into the new year, with January and February 2023 patient visits per clinical FTE per day also among historical highs. We also incrementally grew our provider base in the quarter, despite a continuing tight labor market, and our referral pipeline is now back to pre-pandemic levels. We look forward to building on this favorable start to 2023 as we continue executing on our strategic initiatives and delivering value to our patients, shareholders and other stakeholders."








      1 The Company did not provide guidance on a GAAP basis. Refer to "Non-GAAP Financial Measures" below.

      Fourth Quarter 2022 Results

      Supplemental tables of key performance metrics for the first quarter of 2020 through the fourth quarter of 2022 are presented after the financial statements at the end of this press release. Commentary on performance results in the fourth quarter of 2022 is as follows:

      • Net revenue was $161.8 million compared to $156.8 million in the third quarter of 2022 and $155.8 million in the fourth quarter of 2021, an increase of 3% quarter over quarter and 4% year over year.

        • Net patient revenue was $146.2 million compared to $142.3 million in the third quarter of 2022 and $140.3 million in the fourth quarter of 2021, an increase of 3% quarter over quarter and 4% year over year. See below for discussion of drivers to net patient revenue (i.e., patient visits and Rate per Visit).

        • Other revenue was $15.6 million compared to $14.5 million in the third quarter of 2022 and $15.5 million in the fourth quarter of 2021, an increase of 8% quarter over quarter and 1% year over year.

      • Visits per Day ("VPD") were 22,316 compared to 21,493 in the third quarter of 2022 and 20,649 in the fourth quarter of 2021, an increase of 4% quarter over quarter and 8% year over year as the business continues to ramp from the impact of COVID.

        VPD per Clinic was 24.1 compared to 23.2 in the third quarter of 2022 and 22.8 in the fourth quarter of 2021, an increase of 0.9 quarter over quarter and 1.3 year over year.
      • Rate per Visit was $103.99 compared to $103.46 in the third quarter of 2022 and $104.51 in the fourth quarter of 2021, an increase of 1% quarter over quarter and a decrease of 1% year over year.

      • Salaries and related costs were $90.7 million compared to $90.3 million in the third quarter of 2022 and $88.1 million in the fourth quarter of 2021, essentially flat quarter over quarter and an increase of 3% year over year. The increase was primarily due to wage inflation and a higher proportion of physical therapists versus physical therapy assistants in support of ATI's patient care model.

        PT salaries and related costs per visit were $54.92 compared to $56.20 in the third quarter of 2022 and $55.73 in the fourth quarter of 2021, a decrease of 2% quarter over quarter and 1% year over year. The decreases were due to higher labor productivity of 9.0 VPD per clinical FTE compared to 8.7 in the third quarter of 2022 and 8.3 in the fourth quarter of 2021. The year over year decrease was partially offset by higher labor costs per clinical FTE.
      • Rent, clinic supplies, contract labor and other was $49.1 million compared to $51.4 million in the third quarter of 2022 and $47.8 million in the fourth quarter of 2021, a decrease of 4% quarter over quarter with 3 less clinics on average and an increase of 3% year over year with 19 more clinics on average.

        PT rent, clinic supplies, contract labor and other per clinic was $51,252 compared to $53,945 in the third quarter of 2022 and $50,976 in the fourth quarter of 2021, a decrease of 5% quarter over quarter and an increase of 1% year over year. The quarter over quarter decrease was primarily driven by lower use of contract labor and the impact of cost control actions. The year over year increase was primarily due to greater use of contract labor in addition to a higher cost for contract labor.

      • Provision for doubtful accounts was $2.5 million compared to $2.8 million in the third quarter of 2022 and $2.1 million in the fourth quarter of 2021. PT provision as a percent of net patient revenue was 1.7% compared to 2.0% in the third quarter of 2022 and 1.5% in the fourth quarter of 2021, reflecting steady collections.

      • Selling, general and administrative expenses were $27.6 million compared to $25.3 million in the third quarter of 2022 and $29.9 million in the fourth quarter of 2021, an increase of 9% quarter over quarter primarily due to higher severance costs and a decrease of 8% year over year primarily due to lower non-ordinary legal and regulatory costs and executive search fees partially offset by higher severance costs.

      • Non-cash goodwill, intangible and other asset impairment charges totaled $96.0 million. Due to an estimated increase in the industry Weighted Average Cost of Capital, revised near-term Company expectations given current labor market headwinds and lower guideline public company market multiples, it was determined that the fair value amounts of goodwill, trade name and other assets were below their respective carrying amounts.

      • Income tax benefit was $5.0 million compared to $7.2 million in the third quarter of 2022 and $5.4 million in the fourth quarter of 2021.

      • Net (loss) income was $(102.4) million compared to $(116.7) million in the third quarter of 2022 and $1.7 million in the fourth quarter of 2021. The fourth quarter 2022 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $96.0 million and change in fair value of warrant liability and contingent common shares liability gain of $10.4 million.

      • Adjusted EBITDA1 was $6.4 million compared to $(0.4) million in the third quarter of 2022 and $1.6 million in the fourth quarter of 2021. The increases were predominantly driven by higher revenue.

        Adjusted EBITDA1 margin was 3.9% compared to (0.3)% in the third quarter of 2022 and 1.1% in the fourth quarter of 2021.

      • Net increase in cash and cash equivalents was $34.6 million. Excluding revolver activity, the change in cash was a net decrease of $13.6 million compared to a net decrease of $31.1 million in the third quarter of 2022 and $17.5 million in the fourth quarter of 2021.

      Summary of key balance sheet items as of December 31, 2022 is as follows:

      • Cash and cash equivalents totaled $83.1 million and no revolving credit facility remaining capacity.

      Full Year 2022 Results

      Commentary on performance results for full year 2022 is as follows:

      • Net revenue was $635.7 million compared to $627.9 million for full year 2021, an increase of 1% year over year.

        • Net patient revenue was $575.9 million compared to $561.1 million for full year 2021, an increase of 3% year over year.

        • Other revenue was $59.7 million compared to $66.8 million for full year 2021, a decrease of 11% year over year primarily due to sale of the Home Health service line on October 1, 2021.

      • Salaries and related costs were $358.0 million compared to $336.5 million for full year 2021, an increase of 6% year over year.

      • Rent, clinic supplies, contract labor and other was $202.6 million compared to $180.9 million for full year 2021, an increase of 12% year over year.
      • Provision for doubtful accounts was $13.9 million compared to $16.4 million for full year 2021. Provision as a percent of net revenue was 2.4% compared to 2.9% for full year 2021.

      • Selling, general and administrative expenses were $114.7 million compared to $111.8 million for full year 2021, an increase of 3% year over year.

      • Non-cash goodwill, intangible and other asset impairment charges totaled $486.3 million compared to $962.3 million for full year 2021, a decrease of 49% year over year.

      • Income tax benefit was $48.5 million compared to an expense of $71.0 million for full year 2021.

      • Net loss was $493.0 million compared to $782.0 million for the full year 2021. The full year 2022 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $486.3 million and change in fair value of warrant liability and contingent common shares liability gain of $46.8 million. The full year 2021 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $962.3 million and change in fair value of warrant liability and contingent common shares liability gain of $197.7 million.

      • Adjusted EBITDA1 was $6.7 million compared to $39.8 million for the full year 2021, a decrease of 83% year over year.

        Adjusted EBITDA1 margin was 1.1% compared to 6.3% for full year 2021.

      • Net increase in cash and cash equivalents was $34.5 million. Excluding revolver activity and the February 2022 refinancing, the change in cash was a net decrease of $94.9 million compared to a net decrease of $93.5 million for full year 2021.

      • Opened 36 new clinics and closed 23 clinics in various states across the national footprint, bringing the total number of clinics for the year to 923.





      1 Refer to "Non-GAAP Financial Measures" below.

      Transaction Support Agreement to Increase Liquidity and Financial Flexibility

      ATI also announced today that it entered into a Transaction Support Agreement (the "TSA") with certain of its lenders, holders of preferred equity and holders of the majority of its common stock. If the transactions contemplated in the TSA are finalized, which is expected to occur in the second quarter of 2023, ATI will obtain a $25 million delayed draw facility in the form of new second lien PIK exchangeable notes and exchange $100 million of first lien term loan into new second lien PIK exchangeable notes. The TSA also provides for an amendment to the Company's 2022 credit agreement to, among other things, reset certain financial covenant thresholds.

      Joe Jordan, Chief Financial Officer of ATI, said, "We are pleased to have entered into this TSA, underscoring the parties' continued support and confidence in our long-term value proposition. The transactions contemplated by this support agreement would position ATI to reset our covenants and move forward with additional financial flexibility as we focus on creating value for the business and all our stakeholders."

      Fourth Quarter and Year End 2022 Earnings Conference Call

      Management will host a conference call at 5:00 p.m. Eastern Time on March 16, 2023 to review fourth quarter and full year 2022 financial results. Management will offer commentary and additional insights but will not be taking questions due to its ongoing discussions to execute the transaction outlined in the Transaction Support Agreement. The conference call can be accessed via a live audio webcast. To join, please access the following web link, ATI Physical Therapy, Inc. Q4 2022 Year-End Earnings Conference Call, on the Company's Investor Relations website at https://investors.atipt.com at least 15 minutes early to register and download and install any necessary audio software. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

      About ATI Physical Therapy

      At ATI Physical Therapy, we are passionate about potential. Every day, we restore it in our patients and activate it in our team members in our more than 900 locations in 24 states. With outcomes from more than 2.5 million unique patient cases, ATI is making strides in the industry by setting quality standards designed to deliver predictable outcomes for our patients with musculoskeletal (MSK) issues. ATI's offerings span across a broad spectrum for MSK-related issues. From preventative services in the workplace and athletic training support to outpatient clinical services and online physical therapy via our online platform, CONNECT™, a complete list of our service offerings can be found at ATIpt.com. ATI is based in Bolingbrook, Illinois.

      Forward-Looking Statements 

      All statements other than statements of historical facts contained in this communication are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the impact of physical therapist attrition and ability to achieve and maintain clinical staffing levels and clinician productivity, anticipated visit and referral volumes and other factors on the Company's overall profitability, and estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

      These forward-looking statements are subject to a number of risks and uncertainties, including:

      • our liquidity position raises substantial doubt about our ability to continue as a going concern;
      • risks associated with liquidity and capital markets, including the Company's ability to generate sufficient cash flows, together with cash on hand, to run its business, cover liquidity and capital requirements and resolve substantial doubt about the Company's ability to continue as a going concern;
      • our ability to meet certain financial covenants as required by our 2022 Credit Agreement, including maintaining $30.0 million of minimum liquidity;
      • risks related to outstanding indebtedness and preferred stock, rising interest rates and potential increases in borrowing costs, compliance with associated covenants and provisions and the potential need to seek additional or alternative debt or capital financing in the future;
      • risks related to the Company's ability to access additional financing or alternative options when needed;
      • our dependence upon governmental and third-party private payors for reimbursement and that decreases in reimbursement rates, renegotiation or termination of payor contracts or unfavorable changes in payor, state and service mix may adversely affect our financial results;
      • federal and state governments' continued efforts to contain growth in Medicaid expenditures, which could adversely affect the Company's revenue and profitability;
      • payments that we receive from Medicare and Medicaid being subject to potential retroactive reduction;
      • changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;
      • compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;
      • risks associated with public health crises, including COVID-19 (and any existing and future variants) and its direct and indirect impacts on the business, which could lead to a decline in visit volumes and referrals;
      • risks related to the impact on our workforce of mandatory COVID-19 vaccination of employees;
      • our inability to compete effectively in a competitive industry, subject to rapid technological change and cost inflation, including competition that could impact our effectiveness of strategies to improve patient referrals and our ability to identify, recruit and retain skilled physical therapists;
      • our inability to maintain high levels of service and patient satisfaction;
      • risks associated with the locations of our clinics, including the economies in which we operate, size and expected growth of our addressable markets, and the potential need to close clinics and incur closure costs;
      • our dependence upon the cultivation and maintenance of relationships with customers, suppliers, physicians and other referral sources;
      • the severity of climate change or the weather and natural disasters that can occur in the regions of the U.S. in which we operate, which could cause disruption to our business;
      • risks associated with future acquisitions, which may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities;
      • failure of third-party vendors, including customer service, technical and IT support providers and other outsourced professional service providers to adequately address customers' requests and meet Company requirements;
      • risks associated with our reliance on IT infrastructure in critical areas of our operations including, but not limited to, cyber and other security threats;
      • a security breach of our IT systems or our third-party vendors' IT systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act;
      • maintaining clients for which we perform management and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected;
      • our failure to maintain financial controls and processes over billing and collections or disputes with third-parties could have a significant negative impact on our financial condition and results of operations;
      • our operations are subject to extensive regulation and macroeconomic uncertainty;
      • our ability to meet revenue and earnings expectations;
      • risks associated with applicable state laws regarding fee-splitting and professional corporation laws;
      • inspections, reviews, audits and investigations under federal and state government programs and payor contracts that could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation;
      • changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis;
      • the outcome of any legal and regulatory matters, proceedings or investigations instituted against us or any of our directors or officers, and whether insurance coverage will be available and/or adequate to cover such matters or proceedings;
      • our facilities face competition for experienced physical therapists and other clinical providers that may increase labor costs and reduce profitability;
      • risks associated with our ability to attract and retain talented executives and employees amidst the impact of unfavorable labor market dynamics and wage inflation, including potential failure of steps being taken to reduce attrition of physical therapists and increase hiring of physical therapists;
      • risk resulting from the IPO Warrants, Earnout Shares and Vesting Shares being accounted for as liabilities;
      • further impairments of goodwill and other intangible assets, which represent a significant portion of our total assets, especially in view of the Company's recent market valuation;
      • our inability to remediate the material weaknesses in internal control over financial reporting related to income taxes and to maintain effective internal control over financial reporting;
      • costs related to operating as a public company; and
      • risks associated with our ability to regain and sustain compliance with the listing requirements of our securities on the New York Stock Exchange ("NYSE").

      If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

      Investors should also review those factors discussed in the Company's amended S-1 registration statement filed with the SEC on April 12, 2022 under the heading "Risk Factors," our Form 10-K for the fiscal year ended December 31, 2022, the S-3 registration statement and amendments thereto dated August 10, 2022 and other documents filed, or to be filed, by ATI with the SEC. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligations to publicly update or revise any forward-looking statements after the date they are made or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or otherwise, except as required by law.

      In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company, as applicable, as of the date of this communication, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

      Non-GAAP Financial Measures

      To supplement the Company's financial information presented in accordance with GAAP and aid understanding of the Company's business performance, the Company uses certain non-GAAP financial measures, namely "Adjusted EBITDA" and "Adjusted EBITDA margin." ATI believes Adjusted EBITDA and Adjusted EBITDA margin (i.e., Adjusted EBITDA divided by Net Revenue) assist investors and analysts in comparing the Company's operating performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of ATI's core operating performance.

      Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which ATI operates and capital investments. Management uses these non-GAAP financial measures to supplement GAAP measures of performance in the evaluation of the effectiveness of the Company's business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare ATI's performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

      Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or the ratio of net income (loss) to net revenue as a measure of financial performance, cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of cash available for management's discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of the Company's results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

      Please see "Reconciliation of GAAP to Non-GAAP Financial Measures" below for reconciliations of non-GAAP financial measures used in this release to their most directly comparable GAAP financial measures. We are unable to provide a reconciliation between forward-looking Adjusted EBITDA to its comparable GAAP financial measure without unreasonable effort, due to the high difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy by the date of this release.

      Contacts:

      Investors:
      Joanne Fong
      SVP, Treasurer and Investor Relations
      ATI Physical Therapy
      investors@atipt.com
      (630) 296-2222 x 7131

      Media

      Rob Manker
      Director of Customer Marketing & Public Relations
      ATI Physical Therapy
      warren.manker@atipt.com 
      630-296-2222 ext. 7432

      ATI Physical Therapy
      Condensed Consolidated Statements of Operations
      ($ in thousands)
      (unaudited)





      Three Months Ended


      Year Ended



      December
      31, 2022


      December
      31, 2021


      December
      31, 2022


      December
      31, 2021











      Net patient revenue

      $

      146,196



      $

      140,275



      $

      575,940



      $        561,080



      Other revenue

      15,568



      15,488



      59,731



      66,791



      Net revenue

      161,764



      155,763



      635,671



      627,871












      Clinic operating costs:




      Salaries and related costs

      90,652



      88,087



      357,982



      336,496


      Rent, clinic supplies, contract labor and other

      49,131



      47,792



      202,568



      180,932



      Provision for doubtful accounts

      2,461



      2,099



      13,869



      16,369



      Total clinic operating costs

      142,244



      137,978



      574,419



      533,797



      Selling, general and administrative expenses

      27,629



      29,897



      114,724



      111,809



      Goodwill, intangible and other asset impairment charges

      96,038



      —



      486,262



      962,303



      Operating loss

      (104,147)



      (12,112)



      (539,734)



      (980,038)



      Change in fair value of warrant liability

      (592)



      (2,171)



      (4,243)



      (22,595)



      Change in fair value of contingent common shares liability

      (9,765)



      (7,875)



      (42,525)



      (175,140)



      Loss on settlement of redeemable preferred stock

      —



      —



      —



      14,037



      Interest expense, net

      13,463



      7,215



      45,278



      46,320



      Interest expense on redeemable preferred stock

      —



      —



      —



      10,087



      Other expense (income), net

      152



      (5,590)



      3,333



      241



      Loss before taxes

      (107,405)



      (3,691)



      (541,577)



      (852,988)



      Income tax (benefit) expense

      (4,998)



      (5,381)



      (48,530)



      (70,960)



      Net (loss) income

      (102,407)



      1,690



      (493,047)



      (782,028)





















      ATI Physical Therapy
      Condensed Consolidated Balance Sheets
      ($ in thousands)
      (unaudited)



      December 31, 2022


      December 31, 2021

      Assets:




      Current assets:




      Cash and cash equivalents

      $                     83,139


      $                     48,616

      Accounts receivable (net of allowance for doubtful accounts of $47,620 and $53,533 at December 31, 2022 and December 31, 2021, respectively)

      80,673


      82,455

      Prepaid expenses

      13,526


      9,303

      Other current assets

      10,040


      3,204

      Assets held for sale

      6,755


      —

      Total current assets

      194,133


      143,578





      Property and equipment, net

      123,690


      139,730

      Operating lease right-of-use assets

      226,092


      256,646

      Goodwill, net

      286,458


      608,811

      Trade name and other intangible assets, net

      246,582


      411,696

      Other non-current assets

      2,030


      2,233

      Total assets

      $                1,078,985


      $                1,562,694





      Liabilities, Mezzanine Equity and Stockholders' Equity:




      Current liabilities:




      Accounts payable

      $                     12,559


      $                     15,146

      Accrued expenses and other liabilities

      53,672


      64,584

      Current portion of operating lease liabilities

      47,676


      49,433

      Current portion of long-term debt

      —


      8,167

      Liabilities held for sale

      2,614


      —

      Total current liabilities

      116,521


      137,330





      Long-term debt, net

      531,600


      543,799

      Warrant liability

      98


      4,341

      Contingent common shares liability

      2,835


      45,360

      Deferred income tax liabilities

      18,886


      67,459

      Operating lease liabilities

      218,424


      250,597

      Other non-current liabilities

      1,834


      2,301

      Total liabilities

      890,198


      1,051,187

      Commitments and contingencies




      Mezzanine equity:




      Series A Senior Preferred Stock, $0.0001 par value; 1.0 million shares authorized; $1,108.34 stated value per share and 0.2 million shares issued and outstanding at December 31, 2022; none issued and outstanding at December 31, 2021

      140,340


      —

      Stockholders' equity:




      Class A common stock, $0.0001 par value; 470.0 million shares authorized; 207.5 million shares issued, 198.4 million shares outstanding at December 31, 2022; 207.4 million shares issued, 197.4 million shares outstanding at December 31, 2021

      20


      20

      Treasury stock, at cost, 0.08 million shares and 0.03 million shares at December 31, 2022 and December 31, 2021, respectively

      (146)


      (95)

      Additional paid-in capital

      1,378,696


      1,351,597

      Accumulated other comprehensive income

      4,899


      28

      Accumulated deficit

      (1,339,511)


      (847,132)

      Total ATI Physical Therapy, Inc. equity

      43,958


      504,418

      Non-controlling interests

      4,489


      7,089

      Total stockholders' equity

      48,447


      511,507

      Total liabilities, mezzanine equity and stockholders' equity

      $                1,078,985


      $                1,562,694

      ATI Physical Therapy
      Condensed Consolidated Statements of Cash Flows
      ($ in thousands)
      (unaudited)



      Year Ended


      December 31,
      2022


      December 31,
      2021

      Operating activities:




      Net loss

      $   (493,047)


      $   (782,028)

      Adjustments to reconcile net loss to net cash used in operating activities:




      Goodwill, intangible and other asset impairment charges

      486,262


      962,303

      Depreciation and amortization

      40,590


      37,995

      Provision for doubtful accounts

      13,869


      16,369

      Deferred income tax provision

      (48,573)


      (71,088)

      Amortization of right-of-use assets

      48,253


      45,536

      Non-cash share-based compensation

      7,374


      5,754

      Amortization of debt issuance costs and original issue discount

      2,873


      3,252

      Non-cash interest expense

      3,481


      —

      Non-cash interest expense on redeemable preferred stock

      —


      10,087

      Loss on extinguishment of debt

      2,809


      5,534

      Loss on settlement of redeemable preferred stock

      —


      14,037

      Loss (gain) on disposal and impairment of assets

      9


      (5,189)

      Change in fair value of warrant liability

      (4,243)


      (22,595)

      Change in fair value of contingent common shares liability

      (42,525)


      (175,140)

      Changes in:




      Accounts receivable, net

      (12,573)


      (10,201)

      Prepaid expenses and other current assets

      (5,024)


      (6,688)

      Other non-current assets

      39


      (284)

      Accounts payable

      (48)


      1,831

      Accrued expenses and other liabilities

      854


      (5,288)

      Operating lease liabilities

      (53,628)


      (50,942)

      Other non-current liabilities

      28


      861

      Medicare Accelerated and Advance Payment Program Funds

      (12,288)


      (12,605)

      Transaction-related amount due to former owners

      —


      (3,611)

      Net cash used in operating activities

      (65,508)


      (42,100)





      Investing activities:




      Purchases of property and equipment

      (28,147)


      (40,293)

      Purchases of intangible assets

      —


      (1,675)

      Proceeds from sale of property and equipment

      157


      223

      Proceeds from sale of clinics

      77


      248

      Proceeds from sale of Home Health service line

      —


      6,131

      Business acquisitions, net of cash acquired

      —


      (4,523)

      Payment of holdback liabilities related to acquisitions

      (135)


      —

      Net cash used in investing activities

      (28,048)


      (39,889)





      Financing activities:




      Proceeds from long-term debt

      500,000


      —

      Deferred financing costs

      (12,952)


      —

      Original issue discount

      (10,000)


      —

      Principal payments on long-term debt

      (555,048)


      (456,202)

      Proceeds from issuance of Series A Senior Preferred Stock

      144,667


      —

      Proceeds from issuance of 2022 Warrants

      20,333


      —

      Proceeds from revolving line of credit

      48,200


      —

      Cash inflow from Business Combination

      —


      229,338

      Payments to Series A Preferred stockholders

      —


      (59,000)

      Proceeds from shares issued through PIPE investment

      —


      300,000

      Equity issuance costs and original issue discount

      (4,935)


      (19,233)

      Payment of contingent consideration liabilities

      (203)


      —

      Taxes paid on behalf of employees for shares withheld

      (51)


      (128)

      Distribution to non-controlling interest holders

      (1,932)


      (6,298)

      Net cash provided by (used in) financing activities

      128,079


      (11,523)





      Changes in cash and cash equivalents:




      Net increase (decrease) in cash and cash equivalents

      34,523


      (93,512)

      Cash and cash equivalents at beginning of period

      48,616


      142,128

      Cash and cash equivalents at end of period

      $       83,139


      $       48,616





      Supplemental noncash disclosures:




      Derivative changes in fair value

      $       (4,871)


      $       (1,935)

      Purchases of property and equipment in accounts payable

      $         1,660


      $         4,177

      Warrant liability recognized upon the closing of the Business Combination

      $              —


      $     (26,936)

      Contingent common shares liability recognized upon the closing of the Business Combination

      $              —


      $   (220,500)

      Shares issued to Wilco Holdco Series A Preferred stockholders

      $              —


      $     128,453





      Other supplemental disclosures:




      Cash paid for interest

      $       41,617


      $       41,937

      Cash received from hedging activities

      $         3,497


      $              —

      Cash paid for taxes

      $              84


      $              81

      ATI Physical Therapy, Inc.
      Supplemental Tables of Key Performance Metrics



      Financial Metrics ($ in 000's)



      Net Patient
      Revenue

      Other

      Revenue

      Net Revenue

      Adjusted
      EBITDA (1)

      Adj EBITDA
      margin (1)

      Q1 2020

      $164,939

      $17,799

      $182,738

      $26,487

      14.5 %

      Q2 2020

      $95,003

      $12,751

      $107,754

      $1,189

      1.1 %

      Q3 2020

      $132,803

      $15,852

      $148,655

      $17,321

      11.7 %

      Q4 2020

      $136,840

      $16,266

      $153,106

      $18,622

      12.2 %

      Q1 2021

      $132,271

      $16,791

      $149,062

      $5,590

      3.8 %

      Q2 2021

      $146,679

      $17,354

      $164,033

      $23,999

      14.6 %

      Q3 2021

      $141,855

      $17,158

      $159,013

      $8,539

      5.4 %

      Q4 2021

      $140,275

      $15,488

      $155,763

      $1,643

      1.1 %

      Q1 2022

      $138,925

      $14,897

      $153,822

      $(4,695)

      (3.1) %

      Q2 2022

      $148,506

      $14,787

      $163,293

      $5,436

      3.3 %

      Q3 2022

      $142,313

      $14,479

      $156,792

      $(392)

      (0.3) %

      Q4 2022

      $146,196

      $15,568

      $161,764

      $6,363

      3.9 %



      (1)

      Excludes CARES Act Provider Relief Funds of $44.3 million in the second quarter of 2020, $23.1 million in the third quarter of 2020, and $24.1 million in the fourth quarter of 2020.










      Operational Metrics


      Visits

      per Day (1)

      Clinical

      FTE (2)

      VPD

      per cFTE (3)

      ATI Clinician

      Headcount (4)

      Contractor
      Headcount (5)

      ATI Clinician Headcount

      Adds (6)

      Turnover (7)

      Q1 2020

      22,855

      2,841

      8.0

      3,113

      57

      11 %

      19 %

      Q2 2020

      12,643

      1,487

      8.5

      3,012

      3

      0 %

      14 %

      Q3 2020

      18,159

      2,004

      9.1

      2,448

      3

      7 %

      86 %

      Q4 2020

      19,441

      2,214

      8.8

      2,508

      3

      42 %

      34 %

      Q1 2021

      19,520

      2,284

      8.5

      2,558

      16

      41 %

      31 %

      Q2 2021

      21,569

      2,325

      9.3

      2,526

      43

      37 %

      44 %

      Q3 2021

      20,674

      2,359

      8.8

      2,583

      108

      51 %

      42 %

      Q4 2021

      20,649

      2,490

      8.3

      2,650

      109

      37 %

      31 %

      Q1 2022

      21,062

      2,466

      8.5

      2,658

      158

      25 %

      23 %

      Q2 2022

      22,403

      2,465

      9.1

      2,647

      151

      26 %

      28 %

      Q3 2022

      21,493

      2,465

      8.7

      2,691

      151

      33 %

      25 %

      Q4 2022

      22,316

      2,476

      9.0

      2,662

      123

      19 %

      26 %



      (1)

      Equals patient visits divided by operating days.

      (2)

      Represents clinical staff hours divided by 8 hours divided by number of paid days.

      (3)

      Equals patient visits divided by operating days divided by clinical full-time equivalent employees.

      (4)

      Represents ATI employee clinician headcount at end of period.

      (5)

      Represents contractor clinician headcount at end of period.

      (6)

      Represents ATI employee clinician headcount new hire adds divided by average headcount, multiplied by 4 to annualize.

      (7)

      Represents ATI employee clinician headcount separations divided by average headcount, multiplied by 4 to annualize.



      Unit Economics: PT Clinics ($ actual)


      Ending

      Clinic Count

      PT
      Revenue

      per Clinic (1)

      VPD

      per Clinic (2)

      PT Rate

      per Visit (3)

      PT Salaries

      per Visit (4)

      PT Rent

      and Other

      per Clinic (5)

      PT Provision

      as % PT
      Revenue (6)

      Q1 2020

      868

      $189,658

      26.3

      $112.76

      $55.11

      $50,258

      3.6 %

      Q2 2020

      866

      $109,872

      14.6

      $117.41

      $53.39

      $43,621

      4.1 %

      Q3 2020

      873

      $152,472

      20.8

      $112.51

      $53.83

      $44,140

      2.2 %

      Q4 2020

      875

      $155,913

      22.2

      $109.98

      $52.16

      $47,168

      2.4 %

      Q1 2021

      882

      $150,536

      22.2

      $107.56

      $54.14

      $47,722

      5.4 %

      Q2 2021

      889

      $165,241

      24.3

      $106.26

      $48.22

      $47,857

      2.4 %

      Q3 2021

      900

      $158,556

      23.1

      $105.56

      $53.70

      $49,499

      2.5 %

      Q4 2021

      910

      $154,772

      22.8

      $104.51

      $55.73

      $50,976

      1.5 %

      Q1 2022

      922

      $151,225

      22.9

      $103.06

      $55.47

      $54,472

      3.7 %

      Q2 2022

      926

      $160,431

      24.2

      $103.57

      $53.64

      $53,017

      2.4 %

      Q3 2022

      929

      $153,410

      23.2

      $103.46

      $56.20

      $53,945

      2.0 %

      Q4 2022

      923

      $157,993

      24.1

      $103.99

      $54.92

      $51,252

      1.7 %



      (1)

      Equals Net Patient Revenue divided by average clinics over the quarter.

      (2)

      Equals patient visits divided by operating days divided by average clinics over the quarter

      (3)

      Equals Net Patient Revenue divided by patient visits.

      (4)

      Equals estimated patient-related portion of Salaries and Related Costs divided by patient visits.

      (5)

      Equals estimated patient-related portion of Rent, Clinic Supplies, Contract Labor and Other divided by average clinics over the quarter.

      (6)

      Equals estimated patient-related portion of Provision for Doubtful Accounts divided by Net Patient Revenue.



      Customer Satisfaction Metrics



      Net Promoter
      Score (1)

      Google Star
      Rating (2)

      Q1 2020


      77

      4.9

      Q2 2020


      77

      4.9

      Q3 2020


      78

      4.6

      Q4 2020


      76

      4.7

      Q1 2021


      75

      4.9

      Q2 2021


      77

      4.9

      Q3 2021


      73

      4.9

      Q4 2021


      78

      4.8

      Q1 2022


      74

      4.9

      Q2 2022


      75

      4.9

      Q3 2022


      76

      4.8

      Q4 2022


      76

      4.9



      (1)

      NPS measures customer experience from ATI patient survey responses. The score is calculated as the percentage of promoters less the percentage of detractors.

      (2)

      A Google Star rating is a five-star rating scale that ranks businesses based on customer reviews. Customers are given the opportunity to leave a business review after interacting with a business, which involves choosing from one star (poor) to five stars (excellent).

      ATI Physical Therapy, Inc.
      Reconciliation of GAAP to Non-GAAP Financial Measures
      ($ in thousands)
      (unaudited)



      Three Months Ended


      December 31,

      September 30,

      June 30,

      March 31,


      2022

      2022

      2022

      2022

      Net loss

      $            (102,407)

      $            (116,694)

      $            (135,723)

      $            (138,223)

      Plus (minus):





      Net (income) loss attributable to non-controlling interests

      (358)

      376

      177

      473

      Interest expense, net

      13,463

      11,780

      11,379

      8,656

      Income tax benefit 

      (4,998)

      (7,218)

      (13,033)

      (23,281)

      Depreciation and amortization expense

      9,979

      9,907

      10,055

      9,900

      EBITDA

      $              (84,321)

      $            (101,849)

      $            (127,145)

      $            (142,475)

      Goodwill, intangible and other asset impairment charges (1)

      96,038

      106,663

      127,820

      155,741

      Goodwill, intangible and other asset impairment charges attributable to non-controlling interests (1)

      (364)

      (457)

      (654)

      (940)

      Changes in fair value of warrant liability and contingent common shares liability (2)

      (10,357)

      (7,720)

      (2,680)

      (26,011)

      Loss on debt extinguishment (3)

      —

      —

      —

      2,809

      Loss on legal settlement (4)

      —

      —

      3,000

      —

      Share-based compensation

      1,544

      1,920

      2,004

      1,964

      Non-ordinary legal and regulatory matters (5)

      937

      772

      2,202

      2,497

      Pre-opening de novo costs (6)

      101

      224

      286

      381

      Transaction and integration costs (7)

      1,093

      55

      603

      1,538

      Reorganization and severance costs (8)

      1,797

      —

      —

      —

      Business optimization costs (9)

      (105)

      —

      —

      —

      Gain on sale of Home Health service line, net

      —

      —

      —

      (199)

      Adjusted EBITDA

      $                  6,363

      $                   (392)

      $                  5,436

      $                (4,695)



      (1)

      Represents non-cash charges related to the write-down of goodwill, trade name indefinite-lived intangible and other assets.

      (2)

      Represents non-cash amounts related to the change in the estimated fair value of IPO Warrants, Earnout Shares and Vesting Shares.

      (3)

      Represents charges related to the derecognition of the unamortized deferred financing costs and original issuance discount associated with the full repayment of the 2016 first lien term loan.

      (4)

      Represents charge for net settlement liability related to billing dispute.

      (5)

      Represents non-ordinary course legal costs related to the previously disclosed ATIP stockholder class action complaints, derivative complaint and SEC inquiry.

      (6)

      Represents expenses associated with renovation, equipment and marketing costs relating to the start-up and launch of new locations incurred prior to opening.

      (7)

      Represents costs related to the Business Combination with FVAC II and non-capitalizable debt and capital transaction costs.

      (8)

      Represents severance, consulting and other costs related to discrete initiatives focused on reorganization and delayering of the Company's labor model, management structure and support functions.

      (9)

      Represents non-recurring costs to optimize our platform and ATI transformative initiatives. Costs primarily relate to duplicate costs driven by IT and Revenue Cycle Management conversions, labor related costs during the transition of key positions and other incremental costs of driving optimization initiatives.

      ATI Physical Therapy, Inc.
      Reconciliation of GAAP to Non-GAAP Financial Measures
      ($ in thousands)
      (unaudited)



      Year Ended


      December 31, 2022


      December 31, 2021

      Net loss

      $              (493,047)


      $          (782,028)

      Plus (minus):




      Net loss attributable to non-controlling interests

      668


      3,700

      Interest expense, net

      45,278


      46,320

      Interest expense on redeemable preferred stock

      —


      10,087

      Income tax (benefit) expense

      (48,530)


      (70,960)

      Depreciation and amortization expense

      39,841


      37,995

      EBITDA

      $          (455,790)


      $          (754,886)

      Goodwill, intangible and other asset impairment charges (1)

      486,262


      962,303

      Goodwill, intangible and other asset impairment charges attributable to non-controlling interests (1)

      (2,415)


      (7,949)

      Changes in fair value of warrant liability and contingent common shares liability (2)

      (46,768)


      (197,735)

      Share-based compensation

      7,432


      5,769

      Non-ordinary legal and regulatory matters (3)

      6,408


      2,914

      Loss on legal settlement (4)

      3,000


      —

      Loss on debt extinguishment (5)

      2,809


      5,534

      Transaction and integration costs (6)

      3,289


      9,788

      Reorganization and severance costs (7)

      1,797


      3,913

      Pre-opening de novo costs (8)

      992


      1,929

      Gain on sale of Home Health service line, net

      (199)


      (5,846)

      Business optimization costs (9)

      (105)


      —

      Loss on settlement of redeemable preferred stock (10)

      —


      14,037

      Adjusted EBITDA

      $                   6,712


      $                   39,771



      (1)

      Represents non-cash charges related to the write-down of goodwill, trade name indefinite-lived intangible and other assets.

      (2)

      Represents non-cash amounts related to the change in the estimated fair value of IPO Warrants, Earnout Shares and Vesting Shares.

      (3)

      Represents non-ordinary course legal costs related to the previously disclosed ATIP stockholder class action complaints, derivative complaint and SEC inquiry.

      (4)

      Represents charge for net settlement liability related to billing dispute.

      (5)

      Represents charges related to the derecognition of the unamortized deferred financing costs and original issuance discount associated with the full repayment of the 2016 first lien term loan and the partial and full repayment of the 2016 first and second lien term loans, respectively.

      (6)

      Represents costs related to the Business Combination with FVAC II, non-capitalizable debt and capital transaction costs and consulting and planning costs related to preparation to operate as a public company.

      (7)

      Represents severance, consulting and other costs related to discrete initiatives focused on reorganization and delayering of the Company's labor model, management structure and support functions.

      (8)

      Represents expenses associated with renovation, equipment and marketing costs relating to the start-up and launch of new locations incurred prior to opening.

      (9)

      Represents non-recurring costs to optimize our platform and ATI transformative initiatives. Costs primarily relate to duplicate costs driven by IT and Revenue Cycle Management conversions, labor related costs during the transition of key positions and other incremental costs of driving optimization initiatives.

      (10)

      Represents loss on settlement of redeemable preferred stock based on the value of cash and equity provided to preferred stockholders in relation to the outstanding redeemable preferred stock liability at the time of the closing of the Business Combination with FVAC II.

      ATI Physical Therapy, Inc.
      Reconciliation of GAAP to Non-GAAP Financial Measures
      ($ in thousands)
      (unaudited)



      Three Months Ended


      December 31,

      September 30,

      June 30,

      March 31,


      2021

      2021

      2021

      2021

      Net income (loss)

      $1,690

      ($326,774)

      ($439,126)

      ($17,818)

      Plus (minus):





      Net (income) loss attributable to non-controlling interests

      (869)

      2,109

      3,769

      (1,309)

      Interest expense, net

      7,215

      7,386

      15,632

      16,087

      Interest expense on redeemable preferred stock

      —

      —

      4,779

      5,308

      Income tax benefit

      (5,381)

      (35,333)

      (19,731)

      (10,515)

      Depreciation and amortization expense

      10,005

      9,222

      9,149

      9,619

      EBITDA

      12,660

      (343,390)

      (425,528)

      1,372

      Goodwill, intangible and other asset impairment charges (1)

      —

      508,972

      453,331

      —

      Goodwill, intangible and other asset impairment charges attributable to non-controlling interest (1)

      —

      (2,928)

      (5,021)

      —

      Changes in fair value of warrant liability and contingent common shares liability (2)

      (10,046)

      (162,202)

      (25,487)

      —

      Gain on sale of Home Health service line, net

      (5,846)

      —

      —

      —

      Reorganization and severance costs (3)

      —

      3,551

      —

      362

      Transaction and integration costs (4)

      955

      2,335

      3,580

      2,918

      Share-based compensation

      905

      1,248

      3,112

      504

      Pre-opening de novo costs (5)

      543

      511

      441

      434

      Non-ordinary legal and regulatory matters (6)

      2,472

      442

      —

      —

      Loss on debt extinguishment (7)

      —

      —

      5,534

      —

      Loss on settlement of redeemable preferred stock (8)

      —

      —

      14,037

      —

      Adjusted EBITDA

      $1,643

      $8,539

      $23,999

      $5,590



      (1)

      Represents non-cash charges related to the write-down of goodwill, trade name indefinite-lived intangible and other assets.

      (2)

      Represents non-cash amounts related to the change in the estimated fair value of IPO Warrants, Earnout Shares and Vesting Shares.

      (3)

      Represents severance, consulting and other costs related to discrete initiatives focused on reorganization and delayering of the Company's labor model, management structure and support functions.

      (4)

      Represents costs related to the Business Combination with FVAC II, non-capitalizable debt transaction costs, clinic acquisitions and acquisition-related integration and consulting and planning costs related to preparation to operate as a public company.

      (5)

      Represents expenses associated with renovation, equipment and marketing costs relating to the start-up and launch of new locations incurred prior to opening.

      (6)

      Represents non-ordinary course legal costs related to the previously disclosed ATIP stockholder class action complaints, derivative complaint and SEC inquiry.

      (7)

      Represents charges related to the derecognition of the proportionate amount of remaining unamortized deferred financing costs and original issuance discount associated with the partial repayment of the first lien term loan and derecognition of the unamortized original issuance discount associated with the full repayment of the subordinated second lien term loan.

      (8)

      Represents loss on settlement of redeemable preferred stock based on the value of cash and equity provided to preferred stockholders in relation to the outstanding redeemable preferred stock liability at the time of the closing of the Business Combination with FVAC II.

      ATI Physical Therapy, Inc.
      Reconciliation of GAAP to Non-GAAP Financial Measures
      ($ in thousands)
      (unaudited)



      Three Months Ended


      December 31,

      September 30,

      June 30,

      March 31,


      2020

      2020

      2020

      2020

      Net income (loss)

      $2,190

      $1,022

      $4,596

      ($8,106)

      Plus (minus):





      Net income attributable to non-controlling interests

      (987)

      (901)

      (1,855)

      (1,330)

      Interest expense, net

      16,404

      17,346

      17,683

      17,858

      Interest expense on redeemable preferred stock

      5,154

      4,896

      4,604

      4,377

      Income tax (benefit) expense

      (2,033)

      2,322

      3,568

      (1,792)

      Depreciation and amortization expense

      10,072

      9,880

      9,763

      9,985

      EBITDA

      30,800

      34,565

      38,359

      20,992

      Reorganization and severance costs (1)

      679

      4,436

      1,255

      1,142

      Transaction and integration costs (2)

      3,747

      75

      100

      868

      Share-based compensation

      503

      473

      466

      494

      Pre-opening de novo costs (3)

      335

      368

      268

      594

      Business optimization costs (4)

      2,450

      519

      5,011

      2,397

      Charges related to lease terminations (5)

      4,253

      —

      —

      —

      Adjusted EBITDA

      $42,767

      $40,436

      $45,459

      $26,487



      (1)

      Represents severance, consulting and other costs related to discrete initiatives focused on reorganization and delayering of the Company's labor model, management structure and support functions.

      (2)

      Represents costs related to the Business Combination with FVAC II, clinic acquisitions and acquisition-related integration and consulting and planning costs related to preparation to operate as a public company.

      (3)

      Represents expenses associated with renovation, equipment and marketing costs relating to the start-up and launch of new locations incurred prior to opening.

      (4)

      Represents non-recurring costs to optimize our platform and ATI transformative initiatives. Costs primarily relate to duplicate costs driven by IT and Revenue Cycle Management conversions, labor related costs during the transition of key positions and other incremental costs of driving optimization initiatives.

      (5)

      Represents charges related to lease terminations prior to the end of term for corporate facilities no longer in use.

      SOURCE ATI Physical Therapy

      Modal title

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