iMSKA's purpose is to drive musculoskeletal research and advance post-secondary education in the field; applications for iMSKA fellowships and residencies forthcomingBOLINGBROOK, Ill., Feb. 13, 2024 /PRNewswire/ -- ATI Physical Therapy ("ATI" or the "Company") (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today announced the formation of The Institute for Musculoskeletal Advancement (iMSKA). iMSKA represents a commitment to advance scientific MSK research w ...

BOLINGBROOK, Ill., Feb. 12, 2024 /PRNewswire/ -- ATI Physical Therapy, Inc. – ("ATI" or the "Company") (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today announced that it will release fourth quarter and full year 2023 financial results on Monday, February 26, 2023, after the market closes. In conjunction, the company will host a conference call to review results at 5:00 p.m. ET on the same day. Conference Call Details Management will host a conference cal ...

ATI Physical Therapy, Inc. (NYSE:ATIP) Q3 2023 Results Earnings Conference Call November 6, 2023 5:00 AM ET Company Participants Joanne Fong - Senior Vice President, Treasurer and Head of Investor Relations Sharon Vitti - Chief Executive Officer Eimile Tansey - Chief People Officer Joseph Jordan - Chief Financial Officer Conference Call Participants Brian Tanquilut - Jefferies LLC Operator Good afternoon. And welcome to ATI Physical Therapy Third Quarter 2023 Earnings Conference Call and Webcast. All partic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpor ...

ATI Physical Therapy, Inc. (NYSE:ATIP) Q2 2023 Earnings Conference Call August 8, 2023 5:00 PM ET Company Participants Joanne Fong - Senior Vice President, Treasurer and Head of Investor Relations Sharon Vitti - Chief Executive Officer Chris Cox - Chief Operating Officer Joe Jordan - Chief Financial Officer Conference Call Participants Taji Phillips - Jefferies Mike Petusky - Barrington Bill Sutherland - The Benchmark Company Operator Good afternoon, and welcome to ATI Physical Therapy's Second Quarter 2023 ...

Part I - Financial Information - Unaudited [Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the six months ended June 30, 2023, reflect a net loss of **$47.0 million**, a significant decrease in cash, and a **$73.2 million** stockholders' deficit, raising substantial doubt about the company's going concern ability Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Financial Metric | 2023 (in thousands) | 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | $339,269 | $317,115 | +7.0% | | Operating Loss | $(23,729) | $(315,930) | -92.5% | | Net Loss | $(46,959) | $(273,946) | -82.9% | | Loss per Share (Basic & Diluted) | $(25.47) | $(69.41) | -63.3% | Condensed Consolidated Balance Sheet Highlights | Account | June 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $37,679 | $83,139 | | Total Assets | $1,010,273 | $1,078,985 | | Long-term debt, net | $415,068 | $531,600 | | 2L Notes due to related parties | $96,933 | $0 | | Total Liabilities | $869,594 | $890,198 | | Total Stockholders' Equity | $(73,245) | $48,447 | Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Cash Flow Activity | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,319) | $(32,737) | | Net cash used in investing activities | $(10,125) | $(17,618) | | Net cash (used in) provided by financing activities | $(30,016) | $81,419 | | Net (decrease) increase in cash | $(45,460) | $31,064 | - The Company's financial condition, including **negative operating cash flows** and **recurring losses**, raises substantial doubt about its ability to continue as a **going concern**[41](index=41&type=chunk)[42](index=42&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=48&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **7.0% increase in net revenue** driven by higher patient visits, alongside challenges like wage inflation and interest rate pressures, with a significant debt restructuring completed in June 2023, yet substantial doubt about going concern persists - Key operational trends in Q2 2023 include **improved patient visit volumes**, a continued **tight labor market** for clinicians leading to **wage inflation**, and **stabilization in the rate per visit**[208](index=208&type=chunk) - On June 15, 2023, the company completed a **debt restructuring** to improve liquidity, exchanging **$100.0 million** of Senior Secured Term Loans for **2L Notes** and amending credit agreement terms[203](index=203&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk) Key Business Metrics (Six Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Number of clinics (end of period) | 911 | 926 | | Average visits per day | 23,056 | 21,733 | | Total patient visits | 2,951,217 | 2,781,793 | | Net patient revenue per visit | $104.26 | $103.33 | | Same clinic revenue growth rate | 7.5% | 2.1% | Reconciliation of Net Loss to Adjusted EBITDA (Six Months Ended June 30) | Metric (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Net Loss | $(46,959) | $(273,946) | | EBITDA | $569 | $(269,620) | | Adjusted EBITDA | $14,128 | $741 | [Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk stems from **interest rate variability** on its variable-rate debt, partially mitigated by interest rate cap derivatives, with a **100 basis point change** impacting annual cash interest expense by approximately **$2.4 million** - The company's main market risk is **interest rate volatility** on its variable-rate debt, partially hedged with **interest rate caps**[346](index=346&type=chunk) - A **100 basis point (1%)** change in interest rates would alter the company's annual cash interest expense by approximately **$2.4 million**[346](index=346&type=chunk) [Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2023, due to previously identified **material weaknesses** in internal control over financial reporting related to income tax processes, with remediation efforts underway - The Principal Executive Officer and Principal Financial Officer concluded that **disclosure controls and procedures were not effective** as of June 30, 2023[350](index=350&type=chunk) - The ineffectiveness stems from previously reported **material weaknesses in internal control over financial reporting**, specifically concerning **income taxes**[350](index=350&type=chunk) - **Remediation efforts** are underway, including revising the tax staffing model, implementing new technology, and enhancing controls over the income tax provision process, with full remediation pending effective operation of new controls for a sufficient period[351](index=351&type=chunk)[353](index=353&type=chunk) Part II - Other Information [Legal Proceedings](index=80&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various **legal proceedings** and claims arising in the ordinary course of business, including stockholder class action and derivative complaints, with details cross-referenced to Note 16 of the financial statements - The company is party to various **legal proceedings**, including **stockholder class action** and **derivative complaints**, and an **SEC investigation**, with details in Note 16 of the financial statements[179](index=179&type=chunk)[185](index=185&type=chunk)[188](index=188&type=chunk)[356](index=356&type=chunk) [Risk Factors](index=80&type=section&id=Item%201A.%20Risk%20Factors) The company highlights material risk factors related to its recent debt restructuring and financial condition, including **earnings volatility** from 2L Notes, **stockholder dilution**, significant **Preferred Equityholder influence**, and the ongoing risk of **NYSE delisting** - The **2L Notes** are accounted for at **fair value**, potentially causing material, non-cash fluctuations in quarterly financial results due to external factors[357](index=357&type=chunk)[358](index=358&type=chunk) - Conversion of **2L Notes** into common stock and the voting rights of **Series B Preferred Stock** will dilute existing stockholders' ownership and voting interests[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) - **Preferred Equityholders** exert significant influence, controlling over **50% of voting power**, potentially affecting corporate actions and not aligning with other stockholders' interests[361](index=361&type=chunk)[362](index=362&type=chunk) - The company faces a **delisting risk from the NYSE** for failing to meet the minimum market capitalization requirement, as notified on June 28, 2023[372](index=372&type=chunk) - A **low stock price** may render **share-based compensation ineffective** for retaining key employees, with limited shares available for future grants under the 2021 Equity Incentive Plan[366](index=366&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter ended June 30, 2023, the company reported no unregistered sales of equity securities beyond prior disclosures and withheld **1,206 shares** of common stock for employee tax obligations - No **unregistered sales of equity securities** occurred in Q2 2023, except as previously disclosed in the Form 8-K filed on June 15, 2023[376](index=376&type=chunk) - The company withheld **1,206 shares** of common stock to cover employee tax withholding obligations from vested stock awards during the quarter[377](index=377&type=chunk)[378](index=378&type=chunk) [Defaults Upon Senior Securities](index=85&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No **defaults upon senior securities** were reported for the period[379](index=379&type=chunk) [Mine Safety Disclosures](index=85&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - The company has **no mine safety disclosures** to report[379](index=379&type=chunk) [Other Information](index=85&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item during the quarter [Exhibits](index=85&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including amended corporate governance documents, agreements related to the recent debt restructuring, and officer certifications - Exhibits filed include amendments to the Certificate of Incorporation, the First Amended and Restated Certificate of Designation of Series A Senior Preferred Stock, and various agreements related to the **April/June 2023 debt restructuring**[381](index=381&type=chunk)

ATI Physical Therapy, Inc. (ATIP) Q1 2023 Earnings Conference Call May 8, 2023 5:00 PM ET Corporate Participants Joanne Fong - Senior Vice President, Treasurer and Head of Investor Relations Sharon Vitti - Chief Executive Officer Chris Cox - Chief Operating Officer Joe Jordan - Chief Financial Officer Conference Call Participants Taji Phillips - Jefferies Benjamin Shaver - Deutsche Bank Mike Petusky - Barrington Operator Good afternoon and welcome to ATI Physical Therapy's First Quarter 2023 Earnings Confer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

ATI Physical Therapy, Inc. (NYSE:ATIP) Q4 2022 Results Conference Call March 16, 2023 5:00 PM ET Company Participants Sharon Vitti - CEO Joseph Jordan - CFO Chris Cox - COO Joanne Fong - SVP, Treasurer and Head, IR Operator Good afternoon, everyone, and welcome to ATI Physical Therapy's Fourth Quarter and Full Year 2022 Earnings Conference Call and Webcast. [Operator Instructions] Today's call is being recorded. On the call today is Sharon Vitti, Chief Executive Officer; Joseph Jordan, Chief Financial Offic ...

[Part I](index=7&type=section&id=PART%20I) [Business](index=7&type=section&id=Item%201.%20Business) ATI Physical Therapy is a leading US outpatient physical therapy provider with 923 clinics, focusing on patient experience and strategic growth amidst regulatory and competitive challenges - ATI is a national outpatient physical therapy provider with **923 clinics** and **20 managed clinics** across **25 states** as of December 31, 2022[16](index=16&type=chunk) - Core services include physical therapy, ATI Worksite Solutions (AWS), Management Service Agreements (MSA), and Sports Medicine arrangements[16](index=16&type=chunk)[18](index=18&type=chunk) - The company's strategy focuses on exceeding customer expectations, strengthening relationships with stakeholders, and strategic capital allocation[19](index=19&type=chunk) - On March 15, 2023, the company entered a Transaction Support Agreement (TSA) with lenders and stockholders to enhance liquidity through new financing, debt exchange, and covenant modifications[24](index=24&type=chunk)[26](index=26&type=chunk) - The company faces significant competition from national, regional, and physician-owned providers, and hospital systems, with competition based on quality, cost, outcomes, and convenience[43](index=43&type=chunk)[45](index=45&type=chunk) - ATI is subject to extensive governmental regulations, including Medicare/Medicaid rules, anti-kickback laws (Stark Law), and patient privacy laws (HIPAA)[53](index=53&type=chunk)[57](index=57&type=chunk)[60](index=60&type=chunk) [Overview and Recent Developments](index=8&type=section&id=Item%201.%20Business-Overview) This section provides an overview of recent developments, including leadership changes and significant financial transactions - Sharon Vitti was appointed as the new Chief Executive Officer on **April 28, 2022**[20](index=20&type=chunk) - The company completed a significant debt refinancing on **February 24, 2022**, entering a new credit agreement and issuing non-convertible preferred stock and warrants[22](index=22&type=chunk) - On **March 15, 2023**, ATI entered a Transaction Support Agreement (TSA) to enhance liquidity through new financing, debt exchange, and covenant waivers, targeting a **June 15, 2023**, closing[24](index=24&type=chunk)[26](index=26&type=chunk) [Operating Model and Platform](index=10&type=section&id=Item%201.%20Business-Operating%20Model%20and%20Platform) This section details the company's operational approach, brand strategy, patient experience focus, and technology utilization - The company operates under a single "ATI" brand, aiming for consistent patient experience and operational efficiency[28](index=28&type=chunk) - ATI emphasizes a strong patient experience, evidenced by an average Net Promoter Score (NPS) of **75** and a **4.9-star** average Google Review rating as of Q4 2022[28](index=28&type=chunk) - The company utilizes a proprietary Electronic Medical Records (EMR) system, built on over **2.5 million** unique patient cases, to support clinical workflows and track outcomes[33](index=33&type=chunk) - ATI experienced elevated clinician attrition in **2021** and **2022** due to a tight labor market, despite implementing hiring and retention improvements[32](index=32&type=chunk) [Industry Factors and Competition](index=12&type=section&id=Item%201.%20Business-Industry%20Factors%20and%20Competition) This section analyzes the competitive landscape, market drivers, and regulatory influences affecting the outpatient physical therapy industry - The outpatient physical therapy market is highly fragmented and competitive, including national/regional providers, physician-owned practices, and hospital systems[43](index=43&type=chunk) - Key market drivers include growth in outpatient musculoskeletal services and the aging U.S. population, with the **65+ demographic** projected to grow **30%** from **2020 to 2030**[39](index=39&type=chunk)[40](index=40&type=chunk) - Medicare reimbursement rates are a significant factor, with a **2.0%** rate reduction effective **January 2023**, following 2022 adjustments[42](index=42&type=chunk) - ATI consistently received an 'exceptional' rating from the CMS Merit-based Incentive Payment System (MIPS), scoring in the **99th percentile** for its **2021** performance, anticipating the highest quality bonus on **2023** CMS payments[45](index=45&type=chunk) [Human Capital and COVID-19 Impact](index=14&type=section&id=Item%201.%20Business-Human%20Capital%20and%20COVID-19%20Impact) This section discusses the company's workforce, challenges in clinician retention, and the impact of the COVID-19 pandemic on operations - As of **December 31, 2022**, the company had approximately **5,700 employees**, none represented by a labor union[50](index=50&type=chunk) - The company experienced elevated clinician attrition due to a tight labor market, implementing compensation and professional development initiatives to attract and retain therapists[47](index=47&type=chunk) - The COVID-19 pandemic adversely impacted visit volumes due to postponed elective surgeries and stay-at-home orders, prompting ATI to introduce tele-physical therapy and workforce adjustments[51](index=51&type=chunk)[52](index=52&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including substantial doubt about its going concern ability due to liquidity issues, reliance on payor reimbursement, intense competition, and internal control weaknesses [Risks Relating to Liquidity](index=22&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Relating%20to%20Liquidity) This section highlights critical liquidity challenges, including negative cash flows, covenant violations, and the auditor's going concern opinion - The company's negative operating cash flows and losses raise substantial doubt about its going concern ability, anticipating a violation of its **$30.0 million** minimum liquidity covenant within twelve months[73](index=73&type=chunk)[328](index=328&type=chunk) - The independent auditor's report for the year ended **December 31, 2022**, expresses substantial doubt about the company's going concern ability, potentially triggering a default under the 2022 Credit Agreement[75](index=75&type=chunk) - The 2022 Credit Agreement and Series A Senior Preferred Stock contain restrictive covenants, where non-compliance could accelerate debt and lead to bankruptcy[84](index=84&type=chunk)[85](index=85&type=chunk) - Borrowings under the 2022 Credit Agreement are subject to variable interest rates, exposing the company to higher interest expenses in a rising rate environment[83](index=83&type=chunk) [Risks Relating to our Business and Industry](index=25&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Relating%20to%20our%20Business%20and%20Industry) This section outlines business and industry-specific risks, including payor dependence, competitive pressures, and the impact of the COVID-19 pandemic - A significant portion of revenue comes from governmental payors, with Medicare and Medicaid accounting for approximately **24.2%** of net patient revenue in **2022**, making the company vulnerable to reimbursement rate reductions[90](index=90&type=chunk) - Commercial payors, representing **57.6%** of net patient revenue in **2022**, are increasingly focused on cost control, potentially limiting reimbursement rates and subjecting contracts to renegotiation or termination[100](index=100&type=chunk)[103](index=103&type=chunk) - The COVID-19 pandemic negatively impacted patient volumes, with **2022** visits per day at approximately **86.7%** of **2019** levels[109](index=109&type=chunk) - The company operates in a highly competitive industry, facing challenges in attracting and retaining physical therapists, leading to elevated attrition and increased labor costs[120](index=120&type=chunk)[125](index=125&type=chunk) - The company closed **23 clinics** in both **2022** and **2021**, potentially incurring further closure costs and losses as it right-sizes its clinic fleet[132](index=132&type=chunk) [Legal and Regulatory Risks](index=36&type=section&id=Item%201A.%20Risk%20Factors-Legal%20and%20Regulatory%20Risks) This section addresses legal and regulatory compliance risks, including anti-kickback laws, corporate practice of medicine, and patient privacy regulations - The company's operations are subject to extensive federal and state regulations, including anti-kickback laws, the Stark Law, and the False Claims Act, with violations leading to severe penalties[148](index=148&type=chunk) - Compliance with state laws on the "corporate practice of medicine" and fee-splitting is critical, as future interpretations or new legislation could necessitate operational restructuring[151](index=151&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) - The company is subject to patient information protection laws like HIPAA and HITECH, where a breach could result in significant penalties and reputational harm[159](index=159&type=chunk) - Uncertainty regarding the future of the Affordable Care Act (ACA) and other healthcare reform efforts could adversely impact reimbursement rates and the number of insured individuals[162](index=162&type=chunk) [Risks Relating to Accounting and Financial Policies](index=43&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Relating%20to%20Accounting%20and%20Financial%20Policies) This section details risks related to accounting and financial policies, including material weaknesses in internal controls and potential asset impairments - The company identified material weaknesses in internal control over financial reporting related to income taxes, specifically an insufficient complement of tax personnel and ineffective controls over the income tax provision[196](index=196&type=chunk)[198](index=198&type=chunk)[201](index=201&type=chunk) - Goodwill and other intangible assets are a significant portion of total assets; the company recognized **$486.3 million** in impairment charges in **2022**, with further impairments possible that could materially affect financial results[190](index=190&type=chunk)[192](index=192&type=chunk) - Accounting for IPO Warrants, Earnout Shares, and Vesting Shares as liabilities requires re-measurement at each balance sheet date, potentially causing material fluctuations in financial results[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - The company's ability to use its net operating loss (NOL) carryforwards (**$68.9 million** federal, **$35.5 million** state as of **Dec 31, 2022**) may be limited by Section 382 ownership change rules[194](index=194&type=chunk)[195](index=195&type=chunk) [Risks Relating to Ownership of Our Common Stock](index=46&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Relating%20to%20Ownership%20of%20Our%20Common%20Stock) This section addresses risks related to common stock ownership, including price volatility, potential delisting, and significant shareholder influence - The company's stock price has been volatile and may continue to fluctuate significantly[201](index=201&type=chunk) - The company received NYSE notification of non-compliance with minimum trading price criteria, risking delisting if compliance is not regained[215](index=215&type=chunk) - As of **December 31, 2022**, Advent International Corporation beneficially owns approximately **56.1%** of common stock, making ATI a "controlled company" with significant influence over corporate actions[229](index=229&type=chunk)[232](index=232&type=chunk) - A recent Delaware Court of Chancery decision created uncertainty regarding the validity of a prior amendment to increase authorized shares, prompting the company to file a petition under Section 205 of the DGCL for validation[223](index=223&type=chunk)[225](index=225&type=chunk)[227](index=227&type=chunk) [Unresolved Staff Comments](index=53&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[236](index=236&type=chunk) [Properties](index=53&type=section&id=Item%202.%20Properties) As of December 31, 2022, the company operates 923 clinics and 20 managed clinics across 25 states. All properties, including the corporate headquarters in Bolingbrook, Illinois, are leased - As of **December 31, 2022**, the company operates **923 clinics** and **20 clinics** under management service agreements in **25 states**[236](index=236&type=chunk) - All clinic properties are leased, typically with initial terms of **7 to 10 years**; the Bolingbrook, Illinois, corporate office is leased until **December 2032**[236](index=236&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in legal proceedings arising in the ordinary course of business. For detailed information, the report refers to Note 18 of the consolidated financial statements - The company is involved in various legal proceedings; further details are in **Note 18 - Commitments and Contingencies** of the financial statements[237](index=237&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[237](index=237&type=chunk) [Part II](index=54&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock and Public Warrants trade on the NYSE; no cash dividends are expected as earnings are retained for operations and expansion - The company's Class A common stock trades on the NYSE under the symbol **"ATIP"**[240](index=240&type=chunk) - No cash dividends have been paid to date, nor are any expected in the foreseeable future[241](index=241&type=chunk) - On **February 24, 2022**, the company issued **165,000 shares** of Series A Senior Preferred Stock and warrants to purchase **11.5 million shares** of common stock in a private placement[245](index=245&type=chunk) [Reserved](index=56&type=section&id=Item%206.%20Reserved) This item is not applicable - Not applicable[248](index=248&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, ATI saw slight revenue growth to **$635.7 million** but incurred a **$539.7 million** operating loss due to impairment charges and increased costs, facing critical liquidity issues and a going concern doubt [Key Business Metrics](index=66&type=section&id=Item%207.%20MD%26A-Key%20Business%20Metrics) This section presents key operational and financial metrics, including clinic count, patient visits, and revenue per visit Selected Operating and Financial Data | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Number of clinics (end of period) | 923 | 910 | 875 | | Average visits per day | 21,817 | 20,608 | 18,274 | | Total patient visits | 5,563,243 | 5,296,161 | 4,696,475 | | Net patient revenue per visit ($) | 103.53 | 105.94 | 112.76 | | Same clinic revenue growth rate | 4.6% | 4.6% | (26.9)% | Clinic Rollforward | Clinic Activity | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | :--- | | Beginning of period | 910 | 875 | 872 | | New clinics opened | 36 | 51 | 23 | | Clinics acquired | 0 | 7 | 0 | | Clinics closed/sold | 23 | 23 | 20 | | End of period | 923 | 910 | 875 | [Results of Operations (FY 2022 vs FY 2021)](index=68&type=section&id=Item%207.%20MD%26A-Results%20of%20Operations) This section analyzes the company's financial performance, highlighting revenue changes, cost increases, and significant impairment charges Consolidated Statements of Operations Summary | Metric ($ in thousands) | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Net revenue | $635,671 | $627,871 | 1.2% | | Total cost of services | $574,419 | $533,797 | 7.6% | | SG&A expenses | $114,724 | $111,809 | 2.6% | | Goodwill & intangible impairment | $486,262 | $962,303 | (49.5)% | | Operating loss | $(539,734) | $(980,038) | (44.9)% | | Net loss | $(493,047) | $(782,028) | (37.0)% | - Net patient revenue increased by **2.6%** to **$575.9 million**, driven by a **5.0%** increase in patient visits, partially offset by a **2.3%** decrease in net patient revenue per visit (from **$105.94** to **$103.53**)[297](index=297&type=chunk)[298](index=298&type=chunk) - Salaries and related costs increased by **6.4%** to **$358.0 million**, primarily due to wage inflation and increased staffing for higher visit volumes[300](index=300&type=chunk) - Rent, clinic supplies, contract labor, and other costs increased by **12.0%** to **$202.6 million**, mainly due to higher contract labor costs and a larger clinic count[301](index=301&type=chunk) - A non-cash impairment charge of **$486.3 million** was recorded in **2022**, compared to **$962.3 million** in **2021**, related to the write-down of goodwill and the trade name intangible asset[304](index=304&type=chunk) [Liquidity and Capital Resources](index=74&type=section&id=Item%207.%20MD%26A-Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity position, cash flow trends, and recent actions taken to address financial stability - The company has negative operating cash flows (**$65.5 million** used in **2022**) and anticipates violating its **$30.0 million** minimum liquidity covenant within twelve months, raising substantial doubt about its going concern ability[320](index=320&type=chunk)[328](index=328&type=chunk) - As of **December 31, 2022**, the company had **$83.1 million** in cash and cash equivalents and no available capacity under its revolving credit facility[319](index=319&type=chunk) - On **March 15, 2023**, the company entered a Transaction Support Agreement (TSA) to enhance liquidity through new financing, debt exchange, and covenant modifications[333](index=333&type=chunk) Consolidated Cash Flows Summary ($ in thousands) | Cash Flow Activity | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(65,508) | $(42,100) | | Net cash used in investing activities | $(28,048) | $(39,889) | | Net cash provided by (used in) financing activities | $128,079 | $(11,523) | | Net increase (decrease) in cash | $34,523 | $(93,512) | [Critical Accounting Estimates](index=82&type=section&id=Item%207.%20MD%26A-Critical%20Accounting%20Estimates) This section describes key accounting estimates requiring significant management judgment, including revenue recognition, deferred tax assets, and goodwill impairment - Patient revenue recognition involves significant judgment in estimating variable consideration, such as contractual allowances and implicit price concessions, based on historical collection experience[367](index=367&type=chunk)[370](index=370&type=chunk)[373](index=373&type=chunk) - The company evaluates deferred tax asset realizability, maintaining a valuation allowance if non-realization is probable; as of **Dec 31, 2022**, the allowance was **$89.9 million**[379](index=379&type=chunk)[381](index=381&type=chunk)[655](index=655&type=chunk) - Goodwill and indefinite-lived intangible assets are tested for impairment annually or upon triggering events, with fair value determinations requiring significant judgment on growth rates, margins, and discount rates; carrying amounts were written down in **2022**, increasing susceptibility to future impairment[382](index=382&type=chunk)[383](index=383&type=chunk)[386](index=386&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=85&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate variability on its variable-rate debt, mitigated by interest rate caps; a **100 basis point** increase would raise annual interest expense by **$2.9 million** - The company is exposed to interest rate risk from its variable-rate debt; a hypothetical **100 basis point** increase would raise annual cash interest expense by approximately **$2.9 million**[390](index=390&type=chunk) - ATI utilizes interest rate cap derivative instruments to hedge exposure to variable-rate cash payments[390](index=390&type=chunk) [Financial Statements and Supplementary Data](index=87&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The **December 31, 2022**, audited financial statements report a **$493.0 million** net loss on **$635.7 million** revenue, with **$1.08 billion** total assets and **$890.2 million** total liabilities, alongside auditor's going concern doubt and internal control weaknesses [Report of Independent Registered Public Accounting Firm](index=88&type=section&id=Item%208.%20Financial%20Statements-Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This section presents the independent auditor's report, including their opinion on internal controls, going concern, and critical audit matters - The auditor's opinion states the company did not maintain effective internal control over financial reporting as of **December 31, 2022**, due to material weaknesses in tax personnel and income tax provision controls[398](index=398&type=chunk)[399](index=399&type=chunk) - The report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to negative operating cash flows, operating losses, and net losses[399](index=399&type=chunk) - Critical Audit Matters identified include: 1) Valuation of patient service revenue and related accounts receivable due to significant judgment in estimating contractual allowances, and 2) Goodwill and trade name indefinite-lived intangible asset impairment assessments due to significant judgment in developing fair value estimates[408](index=408&type=chunk)[410](index=410&type=chunk)[414](index=414&type=chunk) [Consolidated Financial Statements](index=93&type=section&id=Item%208.%20Financial%20Statements-Consolidated%20Financial%20Statements) This section provides the company's consolidated balance sheets, statements of operations, and cash flows for the reported periods Consolidated Balance Sheets Summary ($ in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $83,139 | $48,616 | | Goodwill, net | $286,458 | $608,811 | | Total assets | $1,078,985 | $1,562,694 | | **Liabilities & Equity** | | | | Long-term debt, net | $531,600 | $543,799 | | Total liabilities | $890,198 | $1,051,187 | | Total stockholders' equity | $48,447 | $511,507 | Consolidated Statements of Operations Summary ($ in thousands) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net revenue | $635,671 | $627,871 | $592,253 | | Operating loss | $(539,734) | $(980,038) | $(913) | | Net loss | $(493,047) | $(782,028) | $(298) | | Loss per share (Basic & Diluted) | $(2.51) | $(4.69) | $(0.04) | Consolidated Statements of Cash Flows Summary ($ in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(65,508) | $(42,100) | | Net cash used in investing activities | $(28,048) | $(39,889) | | Net cash provided by (used in) financing activities | $128,079 | $(11,523) | [Notes to Consolidated Financial Statements](index=99&type=section&id=Item%208.%20Financial%20Statements-Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes to the consolidated financial statements, covering critical accounting policies, debt, equity, and contingencies - **Note 2 (Going Concern):** The company anticipates violating its **$30.0 million** minimum liquidity covenant within twelve months, which, combined with negative cash flows and losses, raises substantial doubt about its going concern ability[451](index=451&type=chunk) - **Note 5 (Goodwill Impairment):** The company recorded non-cash interim impairment charges of **$318.9 million** for goodwill and **$164.4 million** for its trade name intangible asset during **2022** due to increased discount rates and decreased share price[549](index=549&type=chunk)[550](index=550&type=chunk)[552](index=552&type=chunk) - **Note 8 (Borrowings):** As of **Dec 31, 2022**, total debt was **$531.6 million**, net, primarily consisting of a **$503.5 million** Senior Secured Term Loan and **$48.2 million** in Revolving Loans under the 2022 Credit Agreement[564](index=564&type=chunk) - **Note 11 (Mezzanine Equity):** In **February 2022**, the company issued **165,000 shares** of Series A Senior Preferred Stock with an initial stated value of **$165.0 million**; as of **Dec 31, 2022**, the aggregate stated value including paid-in-kind dividends was **$182.9 million**[604](index=604&type=chunk)[608](index=608&type=chunk) - **Note 18 (Contingencies):** The company is party to stockholder class action and derivative complaints alleging false and misleading statements regarding its **2021** business combination and is cooperating with an SEC inquiry into its **July 2021** earnings forecast[678](index=678&type=chunk)[683](index=683&type=chunk)[685](index=685&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=150&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[694](index=694&type=chunk) [Controls and Procedures](index=150&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that as of **December 31, 2022**, disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting related to income taxes, for which a remediation plan is underway - Management concluded that disclosure controls and procedures were not effective as of **December 31, 2022**[696](index=696&type=chunk) - Material weaknesses were identified in internal control over financial reporting, specifically an insufficient complement of tax personnel and ineffective controls related to the income tax provision, including valuation allowances[700](index=700&type=chunk)[701](index=701&type=chunk) - Remediation efforts include revising the tax staffing model, utilizing external advisors, and enhancing the design of controls related to the income tax provision[703](index=703&type=chunk) [Other Information](index=152&type=section&id=Item%209B.%20Other%20Information) On **March 15, 2023**, the company entered a Transaction Support Agreement (TSA) with lenders and stockholders to improve liquidity through new financing, debt exchange, and covenant modifications - On **March 15, 2023**, the Company entered a Transaction Support Agreement (TSA) with lenders and stockholders to enhance liquidity[707](index=707&type=chunk) - The TSA contemplates new financing, an exchange of **$100.0 million** of term loans for new notes, a reduction in the minimum liquidity covenant, and a waiver of the Secured Net Leverage Ratio covenant for certain periods[709](index=709&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=153&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[710](index=710&type=chunk) [Part III](index=154&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=154&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information is incorporated by reference to the definitive proxy statement for the **2023** Annual Meeting of Stockholders[712](index=712&type=chunk) [Executive Compensation](index=154&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information is incorporated by reference to the definitive proxy statement for the **2023** Annual Meeting of Stockholders[713](index=713&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=154&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information is incorporated by reference to the definitive proxy statement for the **2023** Annual Meeting of Stockholders[713](index=713&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=154&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information is incorporated by reference to the definitive proxy statement for the **2023** Annual Meeting of Stockholders[714](index=714&type=chunk) [Principal Accountant Fees and Services](index=154&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - Information is incorporated by reference to the definitive proxy statement for the **2023** Annual Meeting of Stockholders[715](index=715&type=chunk) [Part IV](index=155&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=155&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements, financial statement schedules, and all exhibits filed as part of the Annual Report on Form 10-K - This section lists the financial statements, schedules, and exhibits filed with the Form 10-K[717](index=717&type=chunk) [Form 10-K Summary](index=157&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[723](index=723&type=chunk)