ATI Physical Therapy(ATIP) - 2020 Q4 - Annual Report

Part I Business Fortress Value Acquisition Corp. II is a SPAC that completed its IPO and recently signed a merger agreement with ATI Physical Therapy - The company is a blank check company, or SPAC, formed to effect a business combination with one or more businesses. It has not engaged in any operations or generated revenue to date[12] - On February 21, 2021, the Company entered into a definitive Agreement and Plan of Merger with ATI Physical Therapy to effect a Business Combination[16] Initial Public Offering and Private Placement Details | Offering/Placement | Units/Warrants | Price per Unit/Warrant | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering | 34,500,000 units | $10.00 | $345.0 million | | Private Placement | 5,933,333 warrants | $1.50 | $8.9 million | - The company has 24 months from the closing of its IPO to complete an initial business combination. If it fails to do so, it will cease operations, redeem 100% of public shares, and dissolve[63] Introduction and Recent Developments The company, incorporated in June 2020, completed its IPO and entered a merger agreement with ATI Physical Therapy in February 2021 Business Strategy and Sourcing The company's strategy focuses on identifying and acquiring a target business by leveraging its management team's extensive network and expertise - The company's strategy focuses on identifying and acquiring a business where its management's operating experience, relationships, and capital markets expertise can accelerate growth and performance[17] - The company utilizes its management team's broad network of contacts from sourcing, acquiring, and financing businesses as a primary source for acquisition opportunities[18][20] Effecting our Initial Business Combination The company plans to fund its initial business combination, requiring the target to be at least 80% of trust assets, with public stockholders having redemption rights - The initial business combination must be with a business having a fair market value equal to at least 80% of the net assets held in the Trust Account at the time of signing a definitive agreement[33] - Public stockholders have the right to redeem their Class A common stock for cash upon completion of the business combination. The Sponsor, officers, and directors have waived their redemption rights for Founder Shares[49] - To discourage hostile tactics, a public stockholder, along with affiliates, is restricted from redeeming more than 15% of the shares sold in the IPO without the company's prior consent[57] Redemption of Public Shares and Liquidation if no Initial Business Combination If no business combination is completed within 24 months, the company will liquidate, redeeming 100% of public shares, with the Sponsor liable for certain claims - If no business combination is completed within 24 months, the company will redeem 100% of public shares using funds from the Trust Account, which will then completely extinguish public stockholders' rights[63] - The Sponsor has agreed to be liable for claims by third parties that could reduce the Trust Account funds below $10.00 per public share, subject to certain exceptions[70][98] Risk Factors The company faces significant risks as a SPAC, including no operating history, failure to complete a business combination, and conflicts of interest with its Sponsor - As a recently incorporated company with no operating history, there is no basis for investors to evaluate its ability to achieve its business objective[113] - The company must complete its initial business combination within 24 months of its IPO. Failure to do so will result in liquidation, with public stockholders receiving approximately $10.00 per share and warrants expiring worthless[131][132] - Significant conflicts of interest exist as officers and directors have duties to other Fortress-affiliated entities, including other SPACs (FVAC III, FVAC IV, FCAC), and may present opportunities to them instead of the company[87][224][225] - The Sponsor's investment in Founder Shares and private placement warrants will be worthless if a business combination is not completed, creating a conflict of interest that may influence the selection of a target business[238][239] - The COVID-19 pandemic poses a risk to completing a business combination by restricting travel, meetings, and access to financing, and could adversely affect the business of a potential target[301] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[304] Properties The company maintains its corporate offices in New York, NY, paying $20,000 monthly to an affiliate of its Sponsor - The company pays an affiliate of its Sponsor $20,000 per month for office space and related support services at its New York, NY corporate office[304] Legal Proceedings The company reports no material litigation, arbitration, or governmental proceedings pending against it or its management - None[304] Mine Safety Disclosures This section is not applicable to the company - None[304] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's units, Class A common stock, and warrants trade on the NYSE, with no cash dividends paid or intended prior to business combination - The company's securities trade on the NYSE. Units trade under "FAII.U", Class A common stock under "FAII", and warrants under "FAII WS"[307] - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of the initial business combination[309] - In June 2020, the company issued 8,625,000 Founder Shares to its Sponsor for a capital contribution of $25,000. The Sponsor also purchased 5,933,333 private placement warrants at $1.50 per warrant[311] Selected Financial Data As a smaller reporting company, Fortress Value Acquisition Corp. II is not required to provide this information - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide this information[313] Management's Discussion and Analysis of Financial Condition and Results of Operations For the period from inception to December 31, 2020, the company reported a net loss of $1.59 million, with sufficient funds from its Sponsor to meet obligations Financial Highlights as of December 31, 2020 | Metric | Value (USD) | | :--- | :--- | | Net Loss (Inception to 12/31/2020) | $(1,588,639) | | Cash in Operating Account | $1,300,000 (approx.) | | Working Capital | $(26,000) (deficit) | | Investments held in Trust Account | $345,000,000 | - Management has determined that despite having insufficient liquidity to meet current obligations, it has access to funds from the Sponsor sufficient to fund working capital needs for at least one year[325][377] - Related party transactions include a $97,250 loan from the Sponsor which was repaid, and an ongoing agreement to pay a Sponsor affiliate $20,000 per month for office space and support services[328][330] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Fortress Value Acquisition Corp. II is not required to provide this information - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide this information[339] Financial Statements and Supplementary Data This section presents audited financial statements for 2020, showing $346.7 million in total assets and a $1.59 million net loss, highlighting the ATI Physical Therapy merger Balance Sheet Summary (as of December 31, 2020) | Category | Amount (USD) | | :--- | :--- | | Assets | | | Cash | $1,313,454 | | Investments held in Trust Account | $345,018,957 | | Total Assets | $346,678,349 | | Liabilities & Equity | | | Total current liabilities | $1,685,083 | | Deferred underwriting commissions payable | $12,075,000 | | Total Liabilities | $13,760,083 | | Total Stockholders' Equity | $5,000,006 | Statement of Operations Summary (Inception to December 31, 2020) | Line Item | Amount (USD) | | :--- | :--- | | Loss from operations | $(1,607,596) | | Interest income | $18,957 | | Net loss | $(1,588,639) | - A significant subsequent event noted is the entry into a merger agreement with ATI Physical Therapy on February 21, 2021[366][427] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[429] Controls and Procedures The company's disclosure controls ensure timely reporting, with no management assessment of internal control over financial reporting due to a transition period - This Annual Report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period for new public companies[431] Other Information This section details the definitive merger agreement with ATI Physical Therapy, subject to customary closing conditions including a $472.5 million minimum available cash condition - On February 21, 2021, the company entered into a definitive merger agreement with ATI Physical Therapy[432] - The consummation of the business combination is subject to a minimum Available Cash condition of $472,500,000, which includes proceeds from PIPE investors who have committed to purchase at least $300,000,000 in company stock[435] - The merger agreement can be terminated if the transaction has not occurred by the "Outside Date" of August 23, 2021, or if the minimum cash condition is not met[438] Part III Directors, Executive Officers and Corporate Governance The company is led by executive officers and an eight-member board, with significant conflicts of interest due to involvement with other Fortress-sponsored SPACs - The board of directors consists of eight members, with four determined to be independent: Aaron F. Hood, Carmen A. Policy, Rakefet Russak-Aminoach, and Sunil Gulati[455][457] - Significant conflicts of interest exist as officers and directors have fiduciary and contractual duties to other entities, including other Fortress-sponsored SPACs like FVAC III, FVAC IV, and FCAC[477][225] - The company has adopted a Code of Business Conduct and Ethics and established three standing board committees: Audit, Compensation, and Nominating and Corporate Governance[462][473] Executive Compensation The company's officers and directors receive no cash compensation, but an affiliate of the Sponsor is paid $20,000 monthly for office space and support - None of the company's officers or directors have received any cash compensation for services rendered[488] - The company pays an affiliate of its Sponsor a total of $20,000 per month for office space and related support services[489] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The Sponsor, Fortress Acquisition Sponsor II LLC, is the largest beneficial owner with 19.8% of common stock, and initial stockholders collectively own 20% Security Ownership of Major Holders | Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding | | :--- | :--- | :--- | | Fortress Acquisition Sponsor II LLC | 8,525,000 | 19.8% | | Grandview LLC | 2,151,500 | 6.2% | - The initial stockholders beneficially own 20% of the company's issued and outstanding common stock (on an as-converted basis) and have the right to elect all directors prior to the initial business combination[497] Certain Relationships and Related Transactions, and Director Independence This section outlines related party transactions, including the Sponsor's purchase of Founder Shares and warrants, and affirms the independence of four board members - The Sponsor purchased 8,625,000 Founder Shares for $25,000 and 5,933,333 private placement warrants for approximately $8.9 million[500][501] - The company has a Related Person Transactions Policy, under which the audit committee must review and approve or ratify all such transactions[507] - The board has determined that four of its directors (Mr. Hood, Mr. Policy, Ms. Russak-Aminoach, and Mr. Gulati) are independent under NYSE and SEC rules[510] Principal Accountant Fees and Services Total fees paid to the independent auditor, WithumSmith+Brown, PC, for fiscal year 2020 amounted to $96,305 for audit services, with all services pre-approved by the audit committee Accountant Fees for Fiscal Year 2020 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $96,305 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | | Total | $96,305 | - The audit committee is responsible for appointing, compensating, and overseeing the work of the independent auditor and pre-approves all audit and permitted non-audit services[515] Part IV Exhibits, Financial Statement Schedules This section lists all documents filed as part of the Annual Report on Form 10-K, including the Merger Agreement with ATI Physical Therapy and various other agreements - The report includes a list of all exhibits filed, with key documents such as the Merger Agreement with Wilco Holdco, Inc. (ATI), charter documents, warrant agreement, registration rights agreement, and various subscription and service agreements[518]