ATI Physical Therapy Reports First Quarter 2024 Results

Disciplined Execution of Clinic Operations Drove Continued Growth

People Strategies and Culture Refresh Efforts Result in Exceptional Therapist Retention

BOLINGBROOK, Ill., May 6, 2024 /PRNewswire/ -- ATI Physical Therapy, Inc. (NYSE: ATIP) ("ATI" or the "Company"), a nationally recognized outpatient physical therapy provider in the United States, today reported financial results for the first quarter ended March 31, 2024.

"We grew again in the first quarter, seeing approximately 1,100 more patient visits each day compared to this time last year. I am proud of our purpose-driven and dedicated teams who continued to find ways to expand patient access and are making every life an active life," said Sharon Vitti, Chief Executive Officer of ATI. "Our performance continues to affirm that we have the right people and strategies in place."

Ms. Vitti continued, "Our people are what set us apart from the competition. We prioritize our ATI culture and elevating talent, and despite the still tight labor market, our people initiatives drove the ATI clinician turnover rate down to an exceptional 16% in the quarter."

Joe Jordan, Chief Financial Officer of ATI, said, "We continued to deliver progress in financial results through our people and operations strategies. We are pleased with the progress made and are expecting continued year-over-year growth as we progress through 2024. We are guiding Q2 revenue to be between $185 million and $195 million and Adjusted EBITDA(1) to be between $15 million and $20 million."

First Quarter 2024 Results

Supplemental tables of key performance metrics for the first quarter of 2022 through the first quarter of 2024 are presented after the financial statements at the end of this press release. Commentary on performance results in the first quarter of 2024 is as follows:

    --  Net revenue was $181.5 million compared to $166.9 million in the first
        quarter of 2023, an increase of 8.7%.

        --  Net patient revenue was $165.4 million compared to $150.8 million in
            the first quarter of 2023, an increase of 9.7%. See below for
            discussion of drivers to net patient revenue (i.e., patient visits
            and Rate per Visit).

        --  Other revenue was $16.1 million compared to $16.2 million in the
            first quarter of 2023, a decrease of 0.7%.


    --  Visits per Day ("VPD") were 23,837 compared to 22,701 in the first
        quarter of 2023, an increase of 5.0%, primarily driven by the Company's
        greater capacity to meet demand with more clinical FTE.

        --  VPD per Clinic was 26.9 compared to 25.0 in the first quarter of
            2023, an increase of 1.9 visits, primarily driven by the Company's
            continued focus on clinic operational excellence and footprint
            optimization.

    --  Rate per Visit ("RPV") was $108.42 compared to $103.76 in the first
        quarter of 2023, an increase of 4.5%. In addition to routine mix
        changes, the increase was also notably driven by operational
        improvements in revenue cycle management and improved rates with certain
        key payors.


    --  Salaries and related costs were $99.3 million compared to $90.7 million
        in the first quarter of 2023, an increase of 9.5%, primarily due to wage
        inflation, added clinicians and support staff, and bonuses for our care
        providers.

        --  PT salaries and related costs per visit were $56.68 compared to
            $52.98 in the first quarter of 2023, an increase of 7.0%, mainly due
            to higher compensation per FTE and a lower labor productivity of 9.3
            VPD per clinical FTE compared to 9.4 in the first quarter of 2023.


    --  Rent, clinic supplies, contract labor and other was $55.3 million
        compared to $52.9 million in the first quarter of 2023, an increase of
        4.5%, primarily driven by higher spending on contract labor.

        --  PT rent and other per clinic was $60,800 compared to $56,338 in the
            first quarter of 2023, an increase of 7.9%, primarily due to higher
            contract labor usage.

    --  Provision for doubtful accounts was $5.0 million compared to $4.1
        million in the first quarter of 2023, and PT provision as a percentage
        of net patient revenue was 3.0% compared to 2.7%.

    --  Selling, general and administrative expenses were $26.2 million compared
        to $30.6 million in the first quarter of 2023, a decrease of 14.4%,
        primarily driven by lower non-capitalizable debt and capital transaction
        costs, partially offset by higher costs from wage inflation and added
        people.

    --  Non-cash goodwill, intangible and other asset impairment charges totaled
        $0.5 million related to the impairment of long-lived assets.

    --  Fair value remeasurement gains related to the 2L notes, warrant
        liability, and contingent common shares liability totaled $5.5 million
        primarily driven by decreases in the Company's share price during the
        period.


    --  Interest expense during the quarter was $14.5 million compared to $13.9
        million in the first quarter of 2023, an increase of 3.9%, primarily due
        to a lower interest rate hedge benefit and higher interest rates,
        partially offset by lower outstanding principal balances on the
        Company's senior secured term loan and revolving loans.


    --  Income tax (benefit) expense was $(0.1) million, compared to $0.1
        million in the first quarter of 2023.

    --  Net loss was $13.5 million compared to $25.2 million in the first
        quarter of 2023.


    --  Net loss available to common stockholders was $19.3 million compared to
        $31.6 million in the first quarter of 2023.

        --  Fully diluted Class A common stock loss per share was $4.61 compared
            to $7.70 in the first quarter of 2023.



    --  Adjusted EBITDA(2) was $6.5 million compared to $4.8 million in the
        first quarter of 2023, an increase of 34.9%, primarily due to higher
        revenue and associated gross profit.Adjusted EBITDA(3) margin was 3.6%
        compared to 2.9% in the first quarter of 2023.







    --  Net cash use was $13.1 million compared to $20.1 million in the first
        quarter of 2023.Operating cash use was $39.1 million compared to $14.2
        million in the first quarter of 2023, reflecting certain timing
        differences between accrual and cash basis partially offset by lower net
        loss.Investing cash use was $2.5 million compared to $5.1 million in the
        first quarter of 2023, with the decrease primarily due to fewer new
        clinic openings. No clinics were opened compared to 4 clinics in the
        first quarter of 2023.Financing cash generation (use) was $28.5 million
        year-to-date compared to $(0.8) million in the first three months of
        2023. Excluding revolver activity and a 2L note draw, financing cash use
        was $1.5 million compared to $0.8 million in the first quarter of 2023.
    --  As of March 31, 2024, total liquidity was $23.7 million comprised of
        cash and cash equivalents.

Additionally, ATI closed 11 clinics and divested 1 clinic during the quarter in connection with the Company's ongoing footprint optimization initiative, resulting in 884 clinics at the end of the quarter.

Q2-2024 Guidance

For the second quarter of 2024, ATI expects net revenue to be in the range of $185 million to $195 million, which represents approximately 7% to 13% year-over-year growth. The Company anticipates it will continue growing patient visits through 2024 as it executes on its commercial, people, and operations strategies. ATI expects Adjusted EBITDA(4) in the second quarter of 2024 to be in the range of $15 million to $20 million.



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



            
              (2)   
            Ibid.



            
              (3)   
            Ibid.


      
            
              4    
            Ibid.

First Quarter 2024 Earnings Conference Call

Management will host a conference call at 5 p.m. Eastern Time on May 6, 2024, to review first quarter 2024 financial results. The conference call can be accessed via a live audio webcast. To join, please access the following web link, ATI Physical Therapy, Inc. Q1 2024 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 committed to making every life an active life. We provide convenient access to high-quality care to prevent and treat musculoskeletal (MSK) pain. Our approximately 900 locations in 24 states and virtual practice operate under the largest single-branded platform built to support standardized clinical guidelines and operating processes. With outcomes from more than 3 million unique patient cases, ATI strives to utilize quality standards designed to deliver proven, predictable, and impactful patient outcomes. From preventative services in the workplace and athletic training support to outpatient clinical services and online physical therapy via our online platform, CONNECT(TM), 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 financial covenants as required by our 2022 Credit
        Agreement, as amended;
    --  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, billing disputes with third-party
        payors 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, epidemics and pandemics, as
        was the case with the novel strain of COVID-19, and their direct and
        indirect impacts or lingering effects on the business, which could lead
        to a decline in visit volumes and referrals;
    --  our inability to compete effectively in a competitive industry, subject
        to rapid technological change and cost inflation, including competition
        that could impact the effectiveness of our strategies to improve patient
        referrals and our ability to identify, recruit, hire 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 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, divestitures and other
        business initiatives, 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 information technology ("IT") support providers and other outsourced
        professional service providers to adequately address customers' requests
        and meet Company requirements;
    --  risks associated with our ability to secure renewals of current
        suppliers and other material agreements that the Company currently
        depends upon for business operations;
    --  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-party private payors 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 third-party private 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;
    --  our ability to maintain necessary insurance coverage at competitive
        rates;
    --  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;
    --  general economic conditions, including but not limited to inflationary
        and recessionary periods;
    --  our facilities face competition for experienced physical therapists and
        other clinical providers that may increase labor costs, result in
        elevated levels of contract labor and reduce profitability;
    --  risks associated with our ability to attract and retain talented
        executives and employees amidst the impact of unfavorable labor market
        dynamics, wage inflation and recent reduction in value of our
        share-based compensation incentives, including potential failure of
        steps being taken to reduce attrition of physical therapists and
        increase hiring of physical therapists;
    --  risks resulting from the 2L Notes, IPO Warrants, Earnout Shares and
        Vesting Shares being accounted for as liabilities at fair value and the
        changes in fair value affecting our financial results;
    --  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 maintain effective internal control over financial
        reporting;
    --  risks related to dilution of Common Stock ownership interests and voting
        interests as a result of the issuance of 2L Notes and Series B Preferred
        Stock;
    --  costs related to operating as a public company; and
    --  risks associated with our efforts and 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' Form 10-K for the fiscal year ended December 31, 2023, under the heading "Risk Factors," 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:

Investor Relations
Joanne Fong
SVP, Treasurer and Head of Investor Relations
ATI Physical Therapy
investors@atipt.com
331-273-4891

Media Inquiries
Genesa Garbarino
Garbo Communications
genesa@garbo.agency
424-499-7025

Rob Manker
Marketing Director
ATI Physical Therapy
warren.manker@atipt.com
630-430-4018


                                                                        
              
                ATI Physical Therapy

                                                           
              
                Condensed Consolidated Statements of Operations

                                                                                 
              ($ in thousands)

                                                                                   
              (unaudited)




                                                                                                                                                  Three Months Ended


                                                                                                                                   March 31, 2024                    March 31, 2023





     Net patient revenue                                                                                                                $165,407                           $150,754



     Other revenue                                                                                                                        16,065                             16,178



     Net revenue                                                                                                                         181,472                            166,932





     Cost of services:



     Salaries and related costs                                                                                                           99,328                             90,703



     Rent, clinic supplies, contract labor and other                                                                                      55,261                             52,878



     Provision for doubtful accounts                                                                                                       4,981                              4,125



     Total cost of services                                                                                                              159,570                            147,706



     Selling, general and administrative expenses                                                                                         26,202                             30,595



     Goodwill, intangible and other asset impairment charges                                                                                 478



     Operating loss                                                                                                                      (4,778)                          (11,369)



     Change in fair value of 2L Notes                                                                                                    (5,407)



     Change in fair value of warrant liability and contingent common shares liability                                                      (103)                             (511)



     Interest expense, net                                                                                                                14,483                             13,936



     Other (income) expense, net                                                                                                            (94)                               354



     Loss before taxes                                                                                                                  (13,657)                          (25,148)



     Income tax (benefit) expense                                                                                                          (134)                                62



     Net loss                                                                                                                           (13,523)                          (25,210)



     Net income attributable to non-controlling interests                                                                                  1,128                              1,060



     Net loss attributable to ATI Physical Therapy, Inc.                                                                                (14,651)                          (26,270)



     Less: Series A Senior Preferred Stock redemption value adjustments                                                                  (1,562)



     Less: Series A Senior Preferred Stock cumulative dividend                                                                             6,183                              5,303



     Net loss available to common stockholders                                                                                         $(19,272)                         $(31,573)





     
                Loss per share of Class A common stock:



     Basic                                                                                                                               $(4.61)                           $(7.70)



     Diluted                                                                                                                             $(4.61)                           $(7.70)



     
                Weighted average shares outstanding:



     Basic and diluted                                                                                                                     4,180                              4,098


                                                                                   
            
              ATI Physical Therapy

                                                                          
              
            Condensed Consolidated Balance Sheets

                                                                                          
           ($ in thousands)

                                                                                            
            (unaudited)




                                                                                                                                                                                       March 31, 2024 December 31, 2023



              
                Assets:



              Current assets:



              Cash and cash equivalents                                                                                                                                                      $23,727            $36,802



              Accounts receivable (net of allowance for doubtful accounts of $50,443 and                                                                                                     100,518             88,512
                                                                                                                                    $48,055 at March 31, 2024 and December 31, 2023, respectively)



              Prepaid expenses                                                                                                                                                                10,515             12,920



              Insurance recovery receivable                                                                                                                                                   28,680             23,981



              Other current assets                                                                                                                                                             1,125              4,367



              Assets held for sale                                                                                                                                                             1,606              2,056



              Total current assets                                                                                                                                                           166,171            168,638





              Property and equipment, net                                                                                                                                                     93,815            100,422



              Operating lease right-of-use assets                                                                                                                                            191,499            194,423



              Goodwill, net                                                                                                                                                                  289,650            289,650



              Trade name and other intangible assets, net                                                                                                                                    245,714            245,858



              Other non-current assets                                                                                                                                                         4,644              4,290



              Total assets                                                                                                                                                                  $991,493         $1,003,281





              
                Liabilities, Mezzanine Equity and Stockholders' Equity:



              Current liabilities:



              Accounts payable                                                                                                                                                               $10,860            $14,704



              Accrued expenses and other liabilities                                                                                                                                          76,205             88,435



              Current portion of operating lease liabilities                                                                                                                                  51,339             51,530



              Liabilities held for sale                                                                                                                                                        1,319              1,778



              Total current liabilities                                                                                                                                                      139,723            156,447





              Long-term debt, net (1)                                                                                                                                                        439,274            433,578



              2L Notes due to related parties, at fair value                                                                                                                                  95,615             79,472



              Deferred income tax liabilities                                                                                                                                                 21,233             21,367



              Operating lease liabilities                                                                                                                                                    181,975            185,602



              Other non-current liabilities                                                                                                                                                    2,063              2,277



              Total liabilities                                                                                                                                                              879,883            878,743



              Commitments and contingencies



              Mezzanine equity:



              Series A Senior Preferred Stock, $0.0001 par value; 1.0 million shares                                                                                                         225,014            220,393
    authorized; 0.2 million shares issued and outstanding; $1,286.53 stated value
    per share at March 31, 2024; $1,249.06 stated value per share at
    December 31, 2023




     
     (1) Includes $17.0 million of principal amount of debt due to related parties as of March 31, 2024 and
              December 31, 2023, respectively.


              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 March 31, 2024; 4.2
    million shares issued, 4.0 million shares outstanding at December 31, 2023



              Treasury stock, at cost, 0.085 million shares and 0.007 million shares at           (697)       (219)
    March 31, 2024 and December 31, 2023, respectively



              Additional paid-in capital                                                      1,305,766    1,308,119



              Accumulated other comprehensive income                                                266          406



              Accumulated deficit                                                           (1,423,957) (1,409,306)



              Total ATI Physical Therapy, Inc. equity                                         (118,622)   (101,000)



              Non-controlling interests                                                           5,218        5,145



              Total stockholders' equity                                                      (113,404)    (95,855)



              Total liabilities, mezzanine equity and stockholders' equity                     $991,493   $1,003,281


                                                                    
              
                ATI Physical Therapy

                                                      
              
                Condensed Consolidated Statements of Cash Flows

                                                                            
              ($ in thousands)

                                                                               
              (unaudited)




                                                                                                                                             Three Months Ended


                                                                                                                              March 31, 2024                    March 31, 2023



     
                Operating activities:



     Net loss                                                                                                                     $(13,523)                         $(25,210)



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



     Goodwill, intangible and other asset impairment charges                                                                            478



     Depreciation and amortization                                                                                                    8,883                              9,691



     Provision for doubtful accounts                                                                                                  4,981                              4,125



     Deferred income tax provision                                                                                                    (134)                                62



     Non-cash lease expense related to right-of-use assets                                                                           12,000                             11,850



     Non-cash share-based compensation                                                                                                2,268                              1,454



     Amortization of debt issuance costs and original issue discount                                                                    710                                838



     Non-cash interest expense                                                                                                            -                             1,736



     Loss on disposal and sale of assets                                                                                                 16                                489



     Change in fair value of 2L Notes                                                                                               (5,407)



     Change in fair value of warrant and contingent common share liabilities                                                          (103)                             (511)



     Change in fair value of non-designated derivative instrument                                                                     (351)



     Changes in:



     Accounts receivable, net                                                                                                      (16,987)                           (5,770)



     Insurance recovery receivable                                                                                                  (4,699)



     Prepaid expenses and other current assets                                                                                        2,315                              4,073



     Other non-current assets                                                                                                         (354)                                33



     Accounts payable                                                                                                               (3,498)                           (2,439)



     Accrued expenses and other liabilities                                                                                        (12,229)                           (6,168)



     Operating lease liabilities                                                                                                   (13,383)                           (8,476)



     Other non-current liabilities                                                                                                     (49)                               (1)



     Net cash used in operating activities                                                                                         (39,066)                          (14,224)





     
                Investing activities:



     Purchases of property and equipment                                                                                            (2,672)                           (5,434)



     Proceeds from sale of property and equipment                                                                                        96



     Proceeds from sale of clinics                                                                                                       84                                355



     Net cash used in investing activities                                                                                          (2,492)                           (5,079)


     
                Financing activities:



     Proceeds from 2L Notes from related parties                                  25,000



     Proceeds from revolving line of credit                                       23,473



     Payments on revolving line of credit                                       (18,450)



     Payment of contingent consideration liabilities                                 (7)



     Taxes paid on behalf of employees for shares withheld                         (478)         (51)



     Distribution to non-controlling interest holders                            (1,055)        (710)



     Net cash provided by (used in) financing activities                          28,483         (761)





     
                Changes in cash and cash equivalents:



     Net decrease in cash and cash equivalents                                  (13,075)     (20,064)



     Cash and cash equivalents at beginning of period                             36,802        83,139



     Cash and cash equivalents at end of period                                  $23,727       $63,075





     
                Supplemental noncash disclosures:



     Derivative changes in fair value (1)                                           $140        $3,456



     Purchases of property and equipment in accounts payable                      $2,299        $1,771



     Series A Senior Preferred Stock dividends and redemption value adjustments   $4,621 
     $         -



     Exchange of delayed draw right for related party 2L Notes                    $3,450 
     $         -





     
                Other supplemental disclosures:



     Cash paid for interest                                                      $14,174        $9,563



     Cash received from hedging activities                                          $134        $3,418



     Cash paid for taxes, net of refunds                                             $17 
     $         -


     
     (1) Derivative changes in fair value related to unrealized loss (gain) on cash flow hedges, including
              the impact of reclassifications.


            
            
                ATI Physical Therapy, Inc.

          
     
              Supplemental Tables of Key Performance Metrics




                                                        Financial Metrics ($ in 000's)


                     Net
                   Patient               Other               Net Revenue              Adjusted       Adj EBITDA
              Revenue                                                             EBITDA          margin
                                      Revenue


     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 %


     Q1
      2023        $150,754               $16,178                  $166,932                 $4,790             2.9 %


     Q2
      2023        $156,938               $15,399                  $172,337                 $9,338             5.4 %


     Q3
      2023        $162,258               $15,197                  $177,455                 $9,429             5.3 %


     Q4
      2023        $166,145               $16,147                  $182,292                $12,675             7.0 %


     Q1
      2024        $165,407               $16,065                  $181,472                 $6,463             3.6 %


                              
     
               Operational Metrics


              Visits  Clinical       VPD                    ATI           Contractor       ATI Clinician
                                                         Clinician                           Headcount
                                                                      Headcount
                                                                         (5)
             per Day  FTE (2)     per cFTE              Headcount
                (1)                  (3)                    (4)


        Adds Turnover
         (6)   (7)


     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 %


     Q1
      2023     22,701     2,423          9.4                    2,629                168 21 %          27 %


     Q2
      2023     23,412     2,452          9.5                    2,681                185 27 %          19 %


     Q3
      2023     23,435     2,524          9.3                    2,786                214 35 %          20 %


     Q4
      2023     24,238     2,584          9.4                    2,759                179 15 %          21 %


     Q1
      2024     23,837     2,560          9.3                    2,787                206 18 %          16 %


     (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         PT             VPD                  PT Rate                   PT          PT Rent                 PT
                                                                                     Salaries                            Provision
                  Revenue
           Clinic                    per Clinic              per Visit              per Visit
            Count                        (2)                     (3)                    (4)       and Other               as % PT
                      per Clinic
                          (1)                                                                                     Revenue (6)
                                                                                                  per Clinic
                                                                                                      (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 %


     Q1
      2023    909        $165,846            25.0                 $103.76                  $52.98         $56,338                  2.7 %


     Q2
      2023    911        $172,207            25.7                 $104.74                  $54.81         $53,866                  1.5 %


     Q3
      2023    900        $179,224            25.9                 $109.90                  $57.47         $57,012                  2.1 %


     Q4
      2023    896        $184,948            27.0                 $108.81                  $56.56         $57,109                  0.9 %


     Q1
      2024    884        $186,409            26.9                 $108.42                  $56.68         $60,800                  3.0 %


     (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              Google Star
              Score (1)               Rating (2)



     Q1 2022              74                       4.9



     Q2 2022              75                       4.9



     Q3 2022              76                       4.8



     Q4 2022              76                       4.9



     Q1 2023              76                       4.8



     Q2 2023              74                       4.8



     Q3 2023              75                       4.9



     Q4 2023              76                       4.9



     Q1 2024              74                       4.8


     (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


                                                                                                                              March 31,


                                                                                                                                       2024



     
                Net loss                                                                                                       $(13,523)



     
                
                  Plus (minus):



     Net income attributable to non-controlling interests                                                                          (1,128)



     Interest expense, net                                                                                                          14,483



     Income tax benefit                                                                                                              (134)



     Depreciation and amortization expense                                                                                           8,732



     
                EBITDA                                                                                                            $8,430



     Goodwill, intangible and other asset impairment charges (1)                                                                       478



     Change in fair value of 2L Notes (2)                                                                                          (5,407)



     Changes in fair value of warrant liability and contingent common shares liability (3)                                           (103)



     Share-based compensation                                                                                                        2,330



     Non-ordinary legal and regulatory matters (4)                                                                                   1,178



     Change in fair value of non-designated derivative instrument (5)                                                                (351)



     Legal cost insurance reimbursements (6)                                                                                         (256)



     Transaction costs (7)                                                                                                             164



     
                Adjusted EBITDA                                                                                                   $6,463



     
                Adjusted EBITDA margin                                                                                             3.6 %


     
     (1) 
     Represents non-cash charges related to the write-down of long-lived assets.



     
     (2) 
     Represents non-cash amounts related to the change in the estimated fair value of the 2L Notes.



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



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



     
     (5)   Represents non-cash amounts related to the change in estimated fair value of derivative not designated in a hedging relationship.



     
     (6)   Represents insurance reimbursements for legal costs incurred related to the previously disclosed ATIP stockholder class action
                complaints and derivative complaint.



     
     (7) 
     Represents non-capitalizable debt and capital transaction costs.


                                                                     
     
                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,


                                                                                                                        2023               2023                       2023         2023



              
                Net loss                                                                                $(4,508)         $(14,611)                 $(21,749)   $(25,210)



              
                
                  Plus (minus):



              Net income attributable to non-controlling                                                            (1,115)             (586)                     (956)     (1,060)
    interests



              Interest expense, net                                                                                  14,943             15,478                     16,682       13,936



              Income tax expense                                                                                      2,286                131                         89           62



              Depreciation and amortization expense                                                                   8,915              9,154                      9,211        9,564



              
                EBITDA                                                                                   $20,521             $9,566                     $3,277     $(2,708)



              Goodwill, intangible and other asset impairment                                                         5,591
    charges (1)



              Change in fair value of 2L Notes (2)                                                                 (15,976)           (1,485)                   (7,010)



              Changes in fair value of warrant liability and                                                          (457)             (394)                     (990)       (511)
    contingent common shares liability (3)



              Legal cost insurance reimbursements (4)                                                               (3,597)           (4,274)



              Non-ordinary legal and regulatory matters (5)                                                           3,646              3,559                      2,001        1,523



              Share-based compensation                                                                                2,274              2,286                      2,755        1,478



              Transaction costs (6)                                                                                     131                215                      8,714        5,408



              Change in fair value of non-designated derivative                                                         542               (67)
    instrument



              Pre-opening de novo costs (7)                                                                               -                23                        147          172



              Loss on debt extinguishment (8)                                                                             -                                         444



              Non-recurring labor related credits (9)                                                                     -                                                   (702)



              Reorganization and severance costs (10)                                                                     -                                                     130



              
                Adjusted EBITDA                                                                          $12,675             $9,429                     $9,338       $4,790



              
                Adjusted EBITDA margin                                                                     7.0 %             5.3 %                     5.4 %       2.9 %

     
      
      (1) 
     Represents non-cash charges related to the write-down of long-lived assets.


     
      
      (2) 
     Represents non-cash amounts related to the change in the estimated fair value of the 2L Notes.


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


     
      
      (4)   Represents insurance reimbursements for legal costs incurred related to the previously disclosed ATIP stockholder class action complaints
                   and derivative complaint.


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


     
      
      (6) 
     Represents non-capitalizable debt and capital transaction costs.


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


     
      
      (8) 
     Represents charges related to the loss on debt extinguishment recognized as part of the 2023 Debt Restructuring.


     
      
      (9) 
     Represents realized benefit of labor related credit, that was not previously considered probable and relates to prior years.



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


                                                                     
     
                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                                                        (358)               376                         177           473
    interests



              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                                                         96,038            106,663                     127,820       155,741
    charges (1)



              Goodwill, intangible and other asset impairment                                                          (364)             (457)                      (654)        (940)
    charges attributable to non-controlling interests (1)



              Changes in fair value of warrant liability and                                                        (10,357)           (7,720)                    (2,680)     (26,011)
    contingent common shares liability (2)



              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 costs (7)                                                                                    1,093                 55                         603         1,538



              Reorganization and severance costs (8)                                                                   1,797



              Non-recurring labor related credits (9)                                                                  (105)



              Gain on sale of Home Health service line, net                                                                -                                                     (199)



              
                Adjusted EBITDA                                                                            $6,363             $(392)                     $5,436      $(4,695)



              
                Adjusted EBITDA margin                                                                      3.9 %           (0.3) %                      3.3 %      (3.1) %


     
     (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
                matter.



     
     (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 realized benefit of labor related credit, that was not previously considered probable and relates to prior years.

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SOURCE ATI Physical Therapy