Exhibit 99.1

ATI Physical Therapy Reports Second Quarter 2023 Results

Drove Growth in Visits per Day, Rate per Visit, Revenue and Adjusted EBITDA

Reflecting Continued Execution of Transformation Initiatives and Strong Demand for Physical Therapy

Improved Provider Productivity and Retention

Provides 2023 Revenue and Adjusted EBITDA¹ Guidance

BOLINGBROOK, IL – August 7, 2023 – 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 second quarter ended June 30, 2023.

“We delivered sequential improvement in nearly every key performance metric in the second quarter, underscoring the solid execution of our transformation initiatives and strong demand for physical therapy services,” said Sharon Vitti, Chief Executive Officer of ATI. “We provided outstanding care and service to the highest number of patients daily since the pandemic began. Moreover, payors are increasingly recognizing the value of high-quality physical therapy with reimbursement increases. Our progress reflects the ongoing commitment of our front-line teams, operations support, and leaders in driving operational excellence, creating exceptional experiences for patients, and delivering on our strategic vision.”

Ms. Vitti added, “While the labor market in our industry continues to be constrained, we are experiencing improved retention. Under the leadership of our Chief People Officer, we have focused on the ATI Way and our unique culture, which prioritizes exceptional employee engagement and provides a compelling value proposition to our team members. We are excited for the significant value creation opportunities ahead for ATI and our stakeholders.”

Joe Jordan, Chief Financial Officer of ATI, said, “Our initiatives to increase profitability and operational efficiency are generating solid progress in financial results. Based on our roadmap for the remainder of the year, we are guiding full year 2023 Adjusted EBITDA to be between $30 million and $36 million.”

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

Second Quarter 2023 Results

Supplemental tables of key performance metrics for the first quarter of 2021 through the second quarter of 2023 are presented after the financial statements at the end of this press release. Commentary on performance results in the second quarter of 2023 is as follows:

• Net revenue was $172.3 million compared to $166.9 million in the first quarter of 2023 and $163.3 million in the second quarter of 2022, an increase of 3.2% quarter-over-quarter and 5.5% year-over-year. The increases were primarily due to adept execution by the Company’s clinicians to ensure access for patients, as well as strong demand for ATI’s physical therapy (“PT”) and adjacent services.

◾ Net patient revenue was $156.9 million compared to $150.8 million in the first quarter of 2023 and $148.5 million in the second quarter of 2022, an increase of 4.1% quarter-over-quarter and 5.7% year-over-year. See below for discussion of drivers to net patient revenue (i.e., patient visits and Rate per Visit).

◾ Other revenue was $15.4 million compared to $16.2 million in the first quarter of 2023 and $14.8 million in the second quarter of 2022, a decrease of 4.8% quarter-over-quarter and an increase of 4.1% year-over-year. The quarter-over-quarter decrease was primarily due to seasonality in the Sports Medicine business, and the year-over-year increase was primarily driven by higher MSA revenue.

• Visits per Day (“VPD”) were 23,412 compared to 22,701 in the first quarter of 2023 and 22,403 in the second quarter of 2022, an increase of 3.1% quarter-over-quarter and 4.5% year-over-year.

VPD per Clinic was 25.7 compared to 25.0 in the first quarter of 2023 and 24.2 in the second quarter of 2022, an increase of 0.7 visits quarter-over-quarter and 1.5 visits year-over-year. These increases were primarily driven by the Company’s continued focus on operational excellence across its clinics.

• Rate per Visit (“RPV”) was $104.74 compared to $103.76 in the first quarter of 2023 and $103.57 in the second quarter of 2022, an increase of 0.9% quarter-over-quarter and 1.1% year-over-year. The sequential improvement in RPV was primarily driven by favorable contracting in certain key markets, comprising mostly payor fee schedule increases as well as bonus payments for positive performance under a small number of value-based compensation arrangements.

• Salaries and related costs were $95.3 million compared to $90.7 million in the first quarter of 2023 and $89.6 million in the second quarter of 2022, an increase of 5.1% quarter-over-quarter and 6.4% year-over-year. The increases were primarily due to higher support staff costs from added personnel to allow our clinicians to focus on access to care, bonuses and stock-based awards for our care providers, and wage inflation.

PT salaries and related costs per visit were $54.81 compared to $52.98 in the first quarter of 2023 and $53.64 in the second quarter of 2022, an increase of 3.5% quarter-over-quarter and 2.2% year-over-year. The increases were due to higher labor costs per clinical FTE and a reconfigured clinic support structure, partially offset by higher labor productivity of 9.5 VPD per clinical FTE compared to 9.4 in the first quarter of 2023 and 9.1 in the second quarter of 2022.

• Rent, clinic supplies, contract labor and other was $50.4 million compared to $52.9 million in the first quarter of 2023 and $50.4 million in the second quarter of 2022, a decrease of 4.6% quarter-over-quarter and flat year-over-year.

PT rent, clinic supplies, contract labor and other per clinic was $53,866 compared to $56,388 in the first quarter of 2023 and $53,017 in the second quarter of 2022, a decrease of 4.4% quarter-over-quarter and an increase of 1.6% year-over-year. The quarter-over-quarter decrease was primarily due to absence of spend with the annual National Leadership Event held in the first quarter, partially offset by higher contractor spend. The year-over-year increase was primarily driven by higher contractor spend.

• Provision for doubtful accounts was $2.4 million compared to $4.1 million in the first quarter of 2023 and $3.5 million in the second quarter of 2022. PT provision as a percentage of net patient revenue was 1.5% compared to 2.4% in the second quarter of 2022, with the improvement driven by ongoing operational initiatives and deliberate efforts to increase collections.

• Selling, general and administrative expenses were $36.6 million compared to $30.6 million in the first quarter of 2023 and $31.8 million in the second quarter of 2022, an increase of 19.5% quarter-over-quarter and 15.0% year-over-year. The quarter-over-quarter increase was primarily due to higher one-time transaction costs, higher employee incentive awards and absence of a CARES Act wage credit. The year-over-year increase was primarily due to higher one-time transaction costs and higher employee incentive awards, partially offset by lower legal settlement and severance costs.

• Interest expense during the quarter was $16.7 million, compared to $13.9 million in the first quarter of 2023 and $11.4 million in the second quarter of 2022. The quarter-over-quarter increase was primarily due to a lower interest rate hedge benefit, and the year-over-year increase was primarily due to higher interest rates and interest on revolver facility borrowings.

• Income tax expense (benefit) was $0.1 million, unchanged from the first quarter of 2023, and compared to $(13.0) million in the second quarter of 2022.

• Net loss was $21.7 million compared to $25.2 million in the first quarter of 2023 and $135.7 million in the second quarter of 2022.

• Fully diluted Class A common stock loss per share was $17.74 compared to $7.70 in the first quarter of 2023 and $34.49 in the second quarter of 2022, adjusted on a retrospective basis to reflect the reverse stock split completed in June 2023.

• Adjusted EBITDA¹ was $9.3 million compared to $4.8 million in the first quarter of 2023 and $5.4 million in the second quarter of 2022. The quarter-over-quarter increase was primarily driven by increased revenue due to a higher number of visits and a higher rate per visit, better AR collections resulting in a lower provision for doubtful accounts, and lower clinical events spend as the first quarter included spend for the annual National Leadership Event. The quarter-over-quarter improvement was partially offset by higher salaries and related costs. The year-over-year increase was primarily driven by higher revenue and the impact of improved AR collections, partially offset by higher cost of services.

Adjusted EBITDA¹ margin was 5.4% compared to 2.9% in the first quarter of 2023 and 3.3% in the second quarter of 2022.

• Net (decrease) increase in cash was $(45.5) million year-to-date compared to $31.1 million in the first six months of 2022.

 

1 Refer to “Non-GAAP Financial Measures” below.

Operating cash use was $5.3 million year-to-date compared to $32.7 million in the first six months of 2022, reflecting the conclusion of the Medicare Accelerated and Advance Payment Program (“MAAPP”) repayments in the third quarter of 2022 and other timing differences between accrual and cash basis, specifically lower investment in prepaid expenses and other current assets and an increase in operating lease liabilities. Cash repaid in connection with MAAPP under the CARES Act was zero year-to-date 2023 compared to $10.8 million in the first six months of 2022.

Investing cash use was $10.1 million year-to-date, with ten new clinics opened, compared to $17.6 million in the first six months of 2022 and 22 new clinics opened.

Financing cash use was $30.0 million year-to-date, which included revolver repayments of $24.8 million. Financing cash generated was $81.4 million in the first six months of 2022, which included refinancing the Company’s first lien term loan with a new credit agreement and issuing Series A preferred stock with detachable warrants, resulting in approximately $77 million net proceeds to the balance sheet after payment of transaction fees.

• As of June 30, 2023, total liquidity was $57.7 million comprised of cash and cash equivalents of $37.7 million and available revolving credit facility of $20.0 million.

• With the transaction that closed on June 15, 2023, the Company may access an additional $25 million through issuance of new second lien PIK convertible notes plus Series B preferred stock subject to certain conditions as outlined in the second lien Note Purchase Agreement.

Additionally, ATI opened six clinics and closed four clinics during the quarter in connection with the Company’s ongoing footprint optimization initiative. The Company had 911 clinics at end of the second quarter and continues to execute on optimizing its geographic footprint and clinic-level economics.

Transaction to Enhance Liquidity and Financial Flexibility Completed

As previously announced, ATI completed a transaction on June 15, 2023 (the “2023 Debt Restructuring”), to enhance the Company’s liquidity, as previously described in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on April 21, 2023, and as approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on June 13, 2023

With the 2023 Debt Restructuring, ATI obtained a $25 million delayed draw term loan in the form of new second lien PIK convertible notes plus Series B preferred stock, exchanged $100 million of first lien term loan into new second lien PIK convertible notes plus Series B preferred stock, and remained in compliance with the covenants under its first lien credit agreement, among other terms.

2023 Guidance

For full year 2023, ATI expects net revenue to be in the range of $680 million to $695 million, which represents approximately 7% to 9% year-over-year growth. The Company anticipates it will continue increasing patient visits steadily through the second half of 2023 as it executes on its people, operations and commercial strategies. ATI expects Adjusted EBITDA¹ in 2023 to be in the range of $30 million to $36 million.

¹ Refer to “Non-GAAP Financial Measures” below.

As ATI continues optimizing its geographic footprint in 2023, the Company expects to close underperforming clinics and consolidate locations in certain markets, while opening new clinics in markets where it sees incremental growth opportunities. This is expected to result in a net reduction of approximately 20 clinics for full year 2023.

Second Quarter 2023 Earnings Conference Call

Management will host a conference call at 5 pm Eastern Time on August 7, 2023 to review second quarter 2023 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. Q2 2023 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 helping people live better. We provide convenient access to high-quality care to prevent and treat musculoskeletal (MSK) pain. Our 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™, 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 or unfavorable changes in payor, state and service mix may adversely affect our financial results;

• federal and state governments’ continued efforts to contain growth in Medicaid expenditures, which could adversely affect the Company’s revenue and profitability;

• payments that we receive from Medicare and Medicaid being subject to potential retroactive reduction;

• changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;

• compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;

• risks associated with public health crises, including COVID-19 (and any existing and future variants) and its direct and indirect impacts 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, size and expected growth of our addressable markets, and the potential need to close clinics and incur closure costs;

• our dependence upon the cultivation and maintenance of relationships with customers, suppliers, physicians and other referral sources;

• the severity of climate change or the weather and natural disasters that can occur in the regions of the U.S. in which we operate, which could cause disruption to our business;

• risks associated with future acquisitions 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 IT support providers and other outsourced professional service providers to adequately address customers’ requests and meet Company requirements;

• risks associated with our reliance on IT infrastructure in critical areas of our operations including, but not limited to, cyber and other security threats;

• a security breach of our IT systems or our third-party vendors’ IT systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act;

• maintaining clients for which we perform management and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected;

• our failure to maintain financial controls and processes over billing and collections or disputes with third-parties could have a significant negative impact on our financial condition and results of operations;

• our operations are subject to extensive regulation and macroeconomic uncertainty;

• our ability to meet revenue and earnings expectations;

• risks associated with applicable state laws regarding fee-splitting and professional corporation laws;

• inspections, reviews, audits and investigations under federal and state government programs and payor contracts that could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation;

• changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis;

• maintaining 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;

• changes in political environment and events involving financial volatility, defaults or other adverse developments that affect the U.S. or global markets, resulting in liquidity problems which may have a material adverse effect on our results of operations;

• 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 remediate the material weaknesses in internal control over financial reporting related to income taxes and 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, 2022, 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:

Investors

Joanne Fong

SVP, Treasurer and Investor Relations

ATI Physical Therapy

investors@atipt.com

(630) 296-2222 x 7131

Media

Genesa Garbarino

Garbo Communications

genesa@garbo.agency

424-499-7025

Rob Manker

Director of Marketing & Public Relations

ATI Physical Therapy

warren.manker@atipt.com

630-296-2222 ext. 7432

ATI Physical Therapy

Condensed Consolidated Statements of Operations

($ in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net patient revenue	$	156,938		$	148,506		$	307,692		$	287,431
Other revenue		15,399			14,787			31,577			29,684
Net revenue		172,337			163,293			339,269			317,115
Cost of services:
Salaries and related costs		95,327			89,606			186,030			177,021
Rent, clinic supplies, contract labor and other		50,437			50,405			103,315			102,020
Provision for doubtful accounts		2,360			3,506			6,485			8,611
Total cost of services		148,124			143,517			295,830			287,652
Selling, general and administrative expenses		36,573			31,808			67,168			61,832
Goodwill, intangible and other asset impairment charges		—			127,820			—			283,561
Operating loss		(12,360	)		(139,852	)		(23,729	)		(315,930	)
Change in fair value of 2L Notes		(7,010	)		—			(7,010	)		—
Change in fair value of warrant liability		(198	)		(1,184	)		—			(2,861	)
Change in fair value of contingent common shares liability		(792	)		(1,496	)		(1,501	)		(25,830	)
Interest expense, net		16,682			11,379			30,618			20,035
Other expense, net		618			205			972			2,986
Loss before taxes		(21,660	)		(148,756	)		(46,808	)		(310,260	)
Income tax expense (benefit)		89			(13,033	)		151			(36,314	)
Net loss		(21,749	)		(135,723	)		(46,959	)		(273,946	)
Net income (loss) attributable to non-controlling interests		956			(177	)		2,016			(650	)
Net loss attributable to ATI Physical Therapy, Inc.	$	(22,705	)	$	(135,546	)	$	(48,975	)	$	(273,296	)
Less: Series A Senior Preferred Stock redemption value adjustments		44,696			—			44,696			—
Less: Series A Senior Preferred Stock cumulative dividend		5,709			5,063			11,012			6,988
Net loss available to common stockholders	$	(73,110	)	$	(140,609	)	$	(104,683	)	$	(280,284	)
Loss per share of Class A common stock:
Basic	$	(17.74	)	$	(34.49	)	$	(25.47	)	$	(69.41	)
Diluted	$	(17.74	)	$	(34.49	)	$	(25.47	)	$	(69.41	)
Weighted average shares outstanding:
Basic and diluted		4,122			4,077			4,110			4,038

ATI Physical Therapy

Condensed Consolidated Balance Sheets

($ in thousands)

(unaudited)

	June 30, 2023		December 31, 2022
Assets:
Current assets:
Cash and cash equivalents	$	37,679	$	83,139
Accounts receivable (net of allowance for doubtful accounts of $52,162 and $47,620 at June 30, 2023 and December 31, 2022, respectively)		80,779		80,673
Prepaid expenses		14,303		13,526
Other current assets		6,225		10,040
Assets held for sale		—		6,755
Total current assets		138,986		194,133
Property and equipment, net		114,787		123,690
Operating lease right-of-use assets		218,775		226,092
Goodwill, net		289,650		286,458
Trade name and other intangible assets, net		246,213		246,582
Other non-current assets		1,862		2,030
Total assets	$	1,010,273	$	1,078,985
Liabilities, Mezzanine Equity and Stockholders' Equity:
Current liabilities:
Accounts payable	$	12,535	$	12,559
Accrued expenses and other liabilities		61,727		53,672
Current portion of operating lease liabilities		52,194		47,676
Liabilities held for sale		—		2,614
Total current liabilities		126,456		116,521
Long-term debt, net(1)		415,068		531,600
2L Notes due to related parties, at fair value		96,933		—
Warrant liability		98		98
Contingent common shares liability		1,334		2,835
Deferred income tax liabilities		19,037		18,886
Operating lease liabilities		209,024		218,424
Other non-current liabilities		1,644		1,834
Total liabilities		869,594		890,198
Commitments and contingencies
Mezzanine equity:
Series A Senior Preferred Stock, $0.0001 par value; 1.0 million shares authorized; 0.2 million shares issued and outstanding; $1,175.08 stated value per share at June 30, 2023; $1,108.34 stated value per share at December 31, 2022		213,924		140,340

⁽¹⁾ Includes $16.3 million of principal amount of debt due to related party as of June 30, 2023.

Stockholders' equity:
Class A common stock, $0.0001 par value; 470.0 million shares authorized; 4.2 million shares issued, 4.0 million shares outstanding at June 30, 2023; 4.1 million shares issued, 4.0 million shares outstanding at December 31, 2022		—			—
Treasury stock, at cost, 0.006 million shares and 0.002 million shares at June 30, 2023 and December 31, 2022, respectively		(212	)		(146	)
Additional paid-in capital		1,310,030			1,378,716
Accumulated other comprehensive income		593			4,899
Accumulated deficit		(1,388,486	)		(1,339,511	)
Total ATI Physical Therapy, Inc. equity		(78,075	)		43,958
Non-controlling interests		4,830			4,489
Total stockholders' equity		(73,245	)		48,447
Total liabilities, mezzanine equity and stockholders' equity	$	1,010,273		$	1,078,985

ATI Physical Therapy

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(unaudited)

	Six Months Ended
	June 30, 2023			June 30, 2022
Operating activities:
Net loss	$	(46,959	)	$	(273,946	)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill, intangible and other asset impairment charges		—			283,561
Depreciation and amortization		19,041			20,369
Provision for doubtful accounts		6,485			8,611
Deferred income tax provision		151			(36,314	)
Non-cash lease expense related to right-of-use assets		23,836			24,071
Non-cash share-based compensation		4,208			3,919
Amortization of debt issuance costs and original issue discount		1,554			1,407
Non-cash interest expense		4,318			—
Loss on extinguishment of debt		444			2,809
Loss (gain) on disposal and sale of assets		793			(163	)
Change in fair value of 2L Notes		(7,010	)		—
Change in fair value of warrant liability		—			(2,861	)
Change in fair value of contingent common shares liability		(1,501	)		(25,830	)
Changes in:
Accounts receivable, net		(6,105	)		(9,349	)
Prepaid expenses and other current assets		1,834			(7,555	)
Other non-current assets		89			22
Accounts payable		119			1,850
Accrued expenses and other liabilities		15,158			10,803
Operating lease liabilities		(21,830	)		(23,427	)
Other non-current liabilities		56			45
Medicare Accelerated and Advance Payment Program Funds		—			(10,759	)
Net cash used in operating activities		(5,319	)		(32,737	)
Investing activities:
Purchases of property and equipment		(9,990	)		(17,841	)
Proceeds from sale of property and equipment		—			146
Proceeds from sale of clinics		355			77
Payment of holdback liabilities related to acquisitions		(490	)		—
Net cash used in investing activities		(10,125	)		(17,618	)

Financing activities:
Proceeds from long-term debt		—			500,000
Proceeds from 2L Notes from related parties		3,243			—
Financing transaction costs		(6,287	)		—
Deferred financing costs		(84	)		(12,952	)
Original issue discount		—			(10,000	)
Principal payments on long-term debt		—			(555,048	)
Proceeds from issuance of Series A Senior Preferred Stock		—			144,667
Proceeds from issuance of 2022 Warrants		—			20,333
Payments on revolving line of credit		(24,750	)		—
Equity issuance costs and original issue discount		—			(4,935	)
Payment of contingent consideration liabilities		(397	)		—
Taxes paid on behalf of employees for shares withheld		(66	)		(34	)
Distribution to non-controlling interest holders		(1,675	)		(612	)
Net cash (used in) provided by financing activities		(30,016	)		81,419
Changes in cash and cash equivalents:
Net (decrease) increase in cash and cash equivalents		(45,460	)		31,064
Cash and cash equivalents at beginning of period		83,139			48,616
Cash and cash equivalents at end of period	$	37,679		$	79,680
Supplemental noncash disclosures:
Derivative changes in fair value (1)	$	4,306		$	(6,460	)
Purchases of property and equipment in accounts payable	$	1,495		$	1,550
Exchange of Senior Secured Term Loan for related party 2L Notes	$	100,000		$	—
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	$	73,584		$	—
Other supplemental disclosures:
Cash paid for interest	$	24,698		$	17,822
Cash received from hedging activities	$	5,135		$	—
Cash paid for taxes	$	3		$	55

⁽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 Revenue		Other Revenue		Net Revenue		Adjusted EBITDA			Adj EBITDA margin
Q1 2021	$	132,271	$	16,791	$	149,062	$	5,590			3.8	%
Q2 2021	$	146,679	$	17,354	$	164,033	$	23,999			14.6	%
Q3 2021	$	141,855	$	17,158	$	159,013	$	8,539			5.4	%
Q4 2021	$	140,275	$	15,488	$	155,763	$	1,643			1.1	%
Q1 2022	$	138,925	$	14,897	$	153,822	$	(4,695	)		(3.1	)%
Q2 2022	$	148,506	$	14,787	$	163,293	$	5,436			3.3	%
Q3 2022	$	142,313	$	14,479	$	156,792	$	(392	)		(0.3	)%
Q4 2022	$	146,196	$	15,568	$	161,764	$	6,363			3.9	%
Q1 2023	$	150,754	$	16,178	$	166,932	$	4,790			2.9	%
Q2 2023	$	156,938	$	15,399	$	172,337	$	9,338			5.4	%

	Operational Metrics
	Visits per Day (1)		Clinical FTE (2)		VPD per cFTE (3)		ATI Clinician Headcount (4)		Contractor Headcount (5)		ATI Clinician Headcount
											Adds (6)			Turnover (7)
Q1 2021		19,520		2,284		8.5		2,558		16		41	%		31	%
Q2 2021		21,569		2,325		9.3		2,526		43		37	%		44	%
Q3 2021		20,674		2,359		8.8		2,583		108		51	%		42	%
Q4 2021		20,649		2,490		8.3		2,650		109		37	%		31	%
Q1 2022		21,062		2,466		8.5		2,658		158		25	%		23	%
Q2 2022		22,403		2,465		9.1		2,647		151		26	%		28	%
Q3 2022		21,493		2,465		8.7		2,691		151		33	%		25	%
Q4 2022		22,316		2,476		9.0		2,662		123		19	%		26	%
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	%

⁽¹⁾ Equals patient visits divided by operating days.

⁽²⁾ Represents clinical staff hours divided by 8 hours divided by number of paid days.

⁽³⁾ Equals patient visits divided by operating days divided by clinical full-time equivalent employees.

⁽⁴⁾ Represents ATI employee clinician headcount at end of period.

⁽⁵⁾ Represents contractor clinician headcount at end of period.

⁽⁶⁾ Represents ATI employee clinician headcount new hire adds divided by average headcount, multiplied by 4 to annualize.

⁽⁷⁾ Represents ATI employee clinician headcount separations divided by average headcount, multiplied by 4 to annualize.

	Unit Economics: PT Clinics ($ actual)
	Ending Clinic Count		PT Revenue per Clinic (1)		VPD per Clinic (2)		PT Rate per Visit (3)		PT Salaries per Visit (4)		PT Rent and Other per Clinic (5)		PT Provision as % PT Revenue (6)
Q1 2021		882	$	150,536		22.2	$	107.56	$	54.14	$	47,722		5.4	%
Q2 2021		889	$	165,241		24.3	$	106.26	$	48.22	$	47,857		2.4	%
Q3 2021		900	$	158,556		23.1	$	105.56	$	53.70	$	49,499		2.5	%
Q4 2021		910	$	154,772		22.8	$	104.51	$	55.73	$	50,976		1.5	%
Q1 2022		922	$	151,225		22.9	$	103.06	$	55.47	$	54,472		3.7	%
Q2 2022		926	$	160,431		24.2	$	103.57	$	53.64	$	53,017		2.4	%
Q3 2022		929	$	153,410		23.2	$	103.46	$	56.20	$	53,945		2.0	%
Q4 2022		923	$	157,993		24.1	$	103.99	$	54.92	$	51,252		1.7	%
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	%

⁽¹⁾ Equals Net Patient Revenue divided by average clinics over the quarter.

⁽²⁾ Equals patient visits divided by operating days divided by average clinics over the quarter

⁽³⁾ Equals Net Patient Revenue divided by patient visits.

⁽⁴⁾ Equals estimated patient-related portion of Salaries and Related Costs divided by patient visits.

⁽⁵⁾ Equals estimated patient-related portion of Rent, Clinic Supplies, Contract Labor and Other divided by average clinics over the quarter.

⁽⁶⁾ Equals estimated patient-related portion of Provision for Doubtful Accounts divided by Net Patient Revenue.

	Customer Satisfaction Metrics
	Net Promoter Score (1)		Google Star Rating (2)
Q1 2021		75		4.9
Q2 2021		77		4.9
Q3 2021		73		4.9
Q4 2021		78		4.8
Q1 2022		74		4.9
Q2 2022		75		4.9
Q3 2022		76		4.8
Q4 2022		76		4.9
Q1 2023		76		4.8
Q2 2023		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
	June 30,			March 31,
	2023			2023
Net loss	$	(21,749	)	$	(25,210	)
Plus (minus):
Net income attributable to non-controlling interests		(956	)		(1,060	)
Interest expense, net		16,682			13,936
Income tax expense		89			62
Depreciation and amortization expense		9,211			9,564
EBITDA	$	3,277		$	(2,708	)
Change in fair value of 2L Notes (1)		(7,010	)		—
Changes in fair value of warrant liability and contingent common shares liability (2)		(990	)		(511	)
Transaction and integration costs (3)		8,714			5,408
Non-ordinary legal and regulatory matters (4)		2,001			1,523
Share-based compensation		2,755			1,478
Loss on debt extinguishment (5)		444			—
Pre-opening de novo costs (6)		147			172
Business optimization costs (7)		—			(702	)
Reorganization and severance costs (8)		—			130
Adjusted EBITDA	$	9,338		$	4,790
Adjusted EBITDA margin		5.4	%		2.9	%

⁽¹⁾ Represents non-cash amounts related to the change in the estimated fair value of the 2L Notes.

⁽²⁾ Represents non-cash amounts related to the change in the estimated fair value of IPO Warrants, Earnout Shares and Vesting Shares.

⁽³⁾ Represents non-capitalizable debt and capital transaction costs.

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

⁽⁵⁾ Represents charges related to the loss on debt extinguishment recognized as part of the 2023 Debt Restructuring.

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

⁽⁸⁾ 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 interests		(358	)		376			177			473
Interest expense, net		13,463			11,780			11,379			8,656
Income tax benefit		(4,998	)		(7,218	)		(13,033	)		(23,281	)
Depreciation and amortization expense		9,979			9,907			10,055			9,900
EBITDA	$	(84,321	)	$	(101,849	)	$	(127,145	)	$	(142,475	)
Goodwill, intangible and other asset impairment charges (1)		96,038			106,663			127,820			155,741
Goodwill, intangible and other asset impairment charges attributable to non-controlling interests (1)		(364	)		(457	)		(654	)		(940	)
Changes in fair value of warrant liability and contingent common shares liability (2)		(10,357	)		(7,720	)		(2,680	)		(26,011	)
Loss on debt extinguishment (3)		—			—			—			2,809
Loss on legal settlement (4)		—			—			3,000			—
Share-based compensation		1,544			1,920			2,004			1,964
Non-ordinary legal and regulatory matters (5)		937			772			2,202			2,497
Pre-opening de novo costs (6)		101			224			286			381
Transaction and integration costs (7)		1,093			55			603			1,538
Reorganization and severance costs (8)		1,797			—			—			—
Business optimization costs (9)		(105	)		—			—			—
Gain on sale of Home Health service line, net		—			—			—			(199	)
Adjusted EBITDA	$	6,363		$	(392	)	$	5,436		$	(4,695	)
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 non-recurring costs to optimize our platform and ATI transformative initiatives. Costs primarily relate to duplicate costs driven by IT and Revenue Cycle Management conversions, labor related costs during the transition of key positions and other incremental costs of driving optimization initiatives.

ATI Physical Therapy, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

($ in thousands)

(unaudited)

	Three Months Ended
	December 31,			September 30,			June 30,			March 31,
	2021			2021			2021			2021
Net income (loss)	$	1,690		$	(326,774	)	$	(439,126	)	$	(17,818	)
Plus (minus):
Net (income) loss attributable to non-controlling interests		(869	)		2,109			3,769			(1,309	)
Interest expense, net		7,215			7,386			15,632			16,087
Interest expense on redeemable preferred stock		—			—			4,779			5,308
Income tax benefit		(5,381	)		(35,333	)		(19,731	)		(10,515	)
Depreciation and amortization expense		10,005			9,222			9,149			9,619
EBITDA		12,660			(343,390	)		(425,528	)		1,372
Goodwill, intangible and other asset impairment charges (1)		—			508,972			453,331			—
Goodwill, intangible and other asset impairment charges attributable to non-controlling interest (1)		—			(2,928	)		(5,021	)		—
Changes in fair value of warrant liability and contingent common shares liability (2)		(10,046	)		(162,202	)		(25,487	)		—
Gain on sale of Home Health service line, net		(5,846	)		—			—			—
Reorganization and severance costs (3)		—			3,551			—			362
Transaction and integration costs (4)		955			2,335			3,580			2,918
Share-based compensation		905			1,248			3,112			504
Pre-opening de novo costs (5)		543			511			441			434
Non-ordinary legal and regulatory matters (6)		2,472			442			—			—
Loss on debt extinguishment (7)		—			—			5,534			—
Loss on settlement of redeemable preferred stock (8)		—			—			14,037			—
Adjusted EBITDA	$	1,643		$	8,539		$	23,999		$	5,590
Adjusted EBITDA margin		1.1	%		5.4	%		14.6	%		3.8	%

⁽¹⁾ Represents non-cash charges related to the write-down of goodwill, trade name indefinite-lived intangible and other assets.

⁽²⁾ Represents non-cash amounts related to the change in the estimated fair value of IPO Warrants, Earnout Shares and Vesting Shares.

⁽³⁾ Represents severance, consulting and other costs related to discrete initiatives focused on reorganization and delayering of the Company’s labor model, management structure and support functions.

⁽⁴⁾ Represents costs related to the Business Combination with FVAC II, non-capitalizable debt transaction costs, clinic acquisitions and acquisition-related integration and consulting and planning costs related to preparation to operate as a public company.

⁽⁵⁾ Represents expenses associated with renovation, equipment and marketing costs relating to the start-up and launch of new locations incurred prior to opening.

⁽⁶⁾ Represents non-ordinary course legal costs related to the previously disclosed ATIP stockholder class action complaints, derivative complaint, and SEC matter.

⁽⁷⁾ Represents charges related to the derecognition of the proportionate amount of remaining unamortized deferred financing costs and original issuance discount associated with the partial repayment of the first lien term loan and derecognition of the unamortized original issuance discount associated with the full repayment of the subordinated second lien term loan.

⁽⁸⁾ Represents loss on settlement of redeemable preferred stock based on the value of cash and equity provided to preferred stockholders in relation to the outstanding redeemable preferred stock liability at the time of the closing of the Business Combination with FVAC II.