ATI Physical Therapy, Inc.

CIK:0001815849|SEC Filings

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Net revenue	$ 753,064	$ 699,016
Cost of services:
Salaries and related costs	417,740	382,370
Rent, clinic supplies, contract labor and other	216,020	208,593
Provision for doubtful accounts	15,827	11,251
Total cost of services	649,587	602,214
Selling, general and administrative expenses	99,726	118,728
Long-lived asset impairment charges	1,474	5,591
Operating income (loss)	2,277	(27,517)
Change in fair value of 2L Notes	(3,926)	(24,471)
Change in fair value of warrant liability and contingent common shares liability	(241)	(2,352)
Interest expense, net	58,450	61,039
Other expense, net	553	1,777
Loss before taxes	(52,559)	(63,510)
Income tax expense	1,452	2,568
Net loss	(54,011)	(66,078)
Net income attributable to non-controlling interests	4,288	3,717
Net loss attributable to ATI Physical Therapy, Inc.	(58,299)	(69,795)
Less: Series A Senior Preferred Stock redemption value adjustments	(362)	38,958
Less: Series A Senior Preferred Stock cumulative dividend	26,167	23,219
Net loss available to common stockholders, diluted	(84,104)	(131,972)
Net loss available to common stockholders, basic	$ (84,104)	$ (131,972)
Loss per share of Class A common stock:
Basic (in dollars per share)	$ (19.46)	$ (31.93)
Diluted (in dollars per share)	$ (19.46)	$ (31.93)
Weighted average shares outstanding:
Basic (in shares)	4,321	4,133
Diluted (in shares)	4,321	4,133
Net patient revenue
Net revenue	$ 689,962	$ 636,095
Other revenue
Net revenue	$ 63,102	$ 62,921

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Operating activities:

Net loss

$ (54,011)

$ (66,078)

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

Long-lived asset impairment charges

1,474

5,591

Depreciation and amortization

33,239

37,412

Provision for doubtful accounts

15,827

11,251

Deferred income tax provision

1,429

2,481

Non-cash lease expense related to right-of-use assets

46,983

47,926

Non-cash share-based compensation

9,666

8,766

Amortization of debt issuance costs and original issue discount

3,043

2,889

Non-cash interest expense

446

6,567

Loss on extinguishment of debt

444

Loss on disposal and sale of assets

335

1,743

Change in fair value of 2L Notes

(3,926)

(24,471)

Change in fair value of warrant liability and contingent common shares liability

(241)

(2,352)

Change in fair value of non-designated derivative instrument

(320)

475

Changes in:

Accounts receivable, net

(29,282)

(18,604)

Insurance recovery receivable

22,894

(23,048)

Prepaid expenses and other current assets

(2,095)

3,595

Other non-current assets

(1,027)

(2,413)

Accounts payable

3,407

1,138

Accrued expenses and other liabilities

(15,224)

42,017

Operating lease liabilities

(52,439)

(47,732)

Other non-current liabilities

656

Net cash used in operating activities

(19,166)

(12,366)

Investing activities:

Purchases of property and equipment

(14,850)

(17,322)

Proceeds from sale of property and equipment

120

Proceeds from sale of clinics

479

355

Payment of holdback liabilities related to acquisitions

(490)

Net cash used in investing activities

(14,251)

(17,366)

Financing activities:

Proceeds from long-term debt from related parties

10,500

Proceeds from 2L Notes from related parties

25,000

3,243

Financing transaction costs

(6,287)

Deferred financing costs

(653)

(84)

Proceeds from revolving line of credit

31,153

35,000

Payments on revolving line of credit

(25,323)

(44,750)

Payment of contingent consideration liabilities

(7)

(593)

Taxes paid on behalf of employees for shares withheld

(507)

(73)

Distribution to non-controlling interest holders

(4,468)

(3,061)

Net cash provided by (used in) financing activities

35,695

(16,605)

Changes in cash and cash equivalents:

Net increase (decrease) in cash and cash equivalents

2,278

(46,337)

Cash and cash equivalents at beginning of period

36,802

83,139

Cash and cash equivalents at end of period

39,080

36,802

Supplemental noncash disclosures:

Derivative changes in fair value

^[1]

392

4,493

Purchases of property and equipment in accounts payable

2,730

2,645

Debt discount on Senior Secured Term Loan

(1,797)

Capital contribution from recognition of delayed draw right asset

690

Series A Senior Preferred Stock dividends and redemption value adjustments

25,805

80,053

Other supplemental disclosures:

Cash paid for interest

55,838

52,893

Cash received from hedging activities

399

5,380

Cash received from taxes, net of payments

Senior Secured Term Loan

Supplemental noncash disclosures:

Exchange for related party 2L Notes

100,000

Delayed Draw Right

Supplemental noncash disclosures:

Exchange for related party 2L Notes

$ 3,450

$ 0

[1]	Derivative changes in fair value related to net unrealized loss on cash flow hedges, including the impact of reclassifications.

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents

$ 39,080

$ 36,802

Accounts receivable (net of allowance for doubtful accounts of $43,327 and $48,055 at December 31, 2024 and December 31, 2023, respectively)

101,967

88,512

Prepaid expenses

13,052

12,920

Insurance recovery receivable

1,087

23,981

Other current assets

2,690

4,367

Assets held for sale

2,056

Total current assets

157,876

168,638

Property and equipment, net

81,550

100,422

Operating lease right-of-use assets

178,226

194,423

Goodwill, net

289,650

Trade name and other intangible assets, net

245,497

245,858

Other non-current assets

5,317

4,290

Total assets

958,116

1,003,281

Current liabilities:

Accounts payable

18,196

14,704

Accrued expenses and other liabilities

73,300

88,435

Current portion of operating lease liabilities

49,668

51,530

Liabilities held for sale

1,778

Total current liabilities

141,164

156,447

Long-term debt, net

^[1]

452,596

433,578

2L Notes due to related parties, at fair value

97,096

79,472

Deferred income tax liabilities

22,796

21,367

Operating lease liabilities

167,008

185,602

Other non-current liabilities

2,630

2,277

Total liabilities

883,290

878,743

Commitments and contingencies (Note 17)

Mezzanine equity:

Series A Senior Preferred Stock, $0.0001 par value; 1.0 million shares authorized; 0.2 million shares issued and outstanding; $1,407.65 stated value per share at December 31, 2024; $1,249.06 stated value per share at December 31, 2023

246,198

220,393

Stockholders' equity:

Class A common stock, $0.0001 par value; 470.0 million shares authorized; 4.5 million shares issued, 4.2 million shares outstanding at December 31, 2024; 4.2 million shares issued, 4.0 million shares outstanding at December 31, 2023

Treasury stock, at cost, 0.092 million shares and 0.007 million shares at December 31, 2024 and December 31, 2023, respectively

(726)

(219)

Additional paid-in capital

1,291,980

1,308,119

Accumulated other comprehensive income

406

Accumulated deficit

(1,467,605)

(1,409,306)

Total ATI Physical Therapy, Inc. equity

(176,337)

(101,000)

Non-controlling interests

4,965

5,145

Total stockholders' equity

(171,372)

(95,855)

Total liabilities, mezzanine equity and stockholders' equity

$ 958,116

$ 1,003,281

[1]	Includes $28.0 million and $17.0 million of principal amount of debt due to related parties as of December 31, 2024 and December 31, 2023, respectively.