•

Net revenue was $161.8 million compared to $156.8 million in the third quarter of 2022 and $155.8 million in the fourth quarter of 2021, an increase of 3% quarter over quarter and 4% year over year.

◾

Net patient revenue was $146.2 million compared to $142.3 million in the third quarter of 2022 and $140.3 million in the fourth quarter of 2021, an increase of 3% quarter over quarter and 4% year over year. See below for discussion of drivers to net patient revenue (i.e., patient visits and Rate per Visit).

◾

Other revenue was $15.6 million compared to $14.5 million in the third quarter of 2022 and $15.5 million in the fourth quarter of 2021, an increase of 8% quarter over quarter and 1% year over year.

•

Visits per Day (“VPD”) were 22,316 compared to 21,493 in the third quarter of 2022 and 20,649 in the fourth quarter of 2021, an increase of 4% quarter over quarter and 8% year over year as the business continues to ramp from the impact of COVID.

•

Rate per Visit was $103.99 compared to $103.46 in the third quarter of 2022 and $104.51 in the fourth quarter of 2021, an increase of 1% quarter over quarter and a decrease of 1% year over year.

•

Salaries and related costs were $90.7 million compared to $90.3 million in the third quarter of 2022 and $88.1 million in the fourth quarter of 2021, essentially flat quarter over quarter and an increase of 3% year over year. The increase was primarily due to wage inflation and a higher proportion of physical therapists versus physical therapy assistants in support of ATI’s patient care model.

•

Rent, clinic supplies, contract labor and other was $49.1 million compared to $51.4 million in the third quarter of 2022 and $47.8 million in the fourth quarter of 2021, a decrease of 4% quarter over quarter with 3 less clinics on average and an increase of 3% year over year with 19 more clinics on average.

•

Provision for doubtful accounts was $2.5 million compared to $2.8 million in the third quarter of 2022 and $2.1 million in the fourth quarter of 2021. PT provision as a percent of net patient revenue was 1.7% compared to 2.0% in the third quarter of 2022 and 1.5% in the fourth quarter of 2021, reflecting steady collections.

•

Selling, general and administrative expenses were $27.6 million compared to $25.3 million in the third quarter of 2022 and $29.9 million in the fourth quarter of 2021, an increase of 9% quarter over quarter primarily due to higher severance costs and a decrease of 8% year over year primarily due to lower non-ordinary legal and regulatory costs and executive search fees partially offset by higher severance costs.

•

Non-cash goodwill, intangible and other asset impairment charges totaled $96.0 million. Due to an estimated increase in the industry Weighted Average Cost of Capital, revised near-term Company expectations given current labor market headwinds and lower guideline public company market multiples, it was determined that the fair value amounts of goodwill, trade name and other assets were below their respective carrying amounts.

•

Income tax benefit was $5.0 million compared to $7.2 million in the third quarter of 2022 and $5.4 million in the fourth quarter of 2021.

•

Net (loss) income was $(102.4) million compared to $(116.7) million in the third quarter of 2022 and $1.7 million in the fourth quarter of 2021. The fourth quarter 2022 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $96.0 million and change in fair value of warrant liability and contingent common shares liability gain of $10.4 million.

•

Adjusted EBITDA1 was $6.4 million compared to $(0.4) million in the third quarter of 2022 and $1.6 million in the fourth quarter of 2021. The increases were predominantly driven by higher revenue.

•

Net increase in cash and cash equivalents was $34.6 million. Excluding revolver activity, the change in cash was a net decrease of $13.6 million compared to a net decrease of $31.1 million in the third quarter of 2022 and $17.5 million in the fourth quarter of 2021.

•

Cash and cash equivalents totaled $83.1 million and no revolving credit facility remaining capacity.

•

Net revenue was $635.7 million compared to $627.9 million for full year 2021, an increase of 1% year over year.

◾

Net patient revenue was $575.9 million compared to $561.1 million for full year 2021, an increase of 3% year over year.

---

◾

Other revenue was $59.7 million compared to $66.8 million for full year 2021, a decrease of 11% year over year primarily due to sale of the Home Health service line on October 1, 2021.

•

Salaries and related costs were $358.0 million compared to $336.5 million for full year 2021, an increase of 6% year over year.

•

Rent, clinic supplies, contract labor and other was $202.6 million compared to $180.9 million for full year 2021, an increase of 12% year over year.

•

Provision for doubtful accounts was $13.9 million compared to $16.4 million for full year 2021. Provision as a percent of net revenue was 2.4% compared to 2.9% for full year 2021.

•

Selling, general and administrative expenses were $114.7 million compared to $111.8 million for full year 2021, an increase of 3% year over year.

•

Non-cash goodwill, intangible and other asset impairment charges totaled $486.3 million compared to $962.3 million for full year 2021, a decrease of 49% year over year.

•

Income tax benefit was $48.5 million compared to an expense of $71.0 million for full year 2021.

•

Net loss was $493.0 million compared to $782.0 million for the full year 2021. The full year 2022 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $486.3 million and change in fair value of warrant liability and contingent common shares liability gain of $46.8 million. The full year 2021 net loss included significant non-cash items, notably goodwill, intangible and other asset impairment charges of $962.3 million and change in fair value of warrant liability and contingent common shares liability gain of $197.7 million.

•

Adjusted EBITDA1 was $6.7 million compared to $39.8 million for the full year 2021, a decrease of 83% year over year.

•

Net increase in cash and cash equivalents was $34.5 million. Excluding revolver activity and the February 2022 refinancing, the change in cash was a net decrease of $94.9 million compared to a net decrease of $93.5 million for full year 2021.

•

Opened 36 new clinics and closed 23 clinics in various states across the national footprint, bringing the total number of clinics for the year to 923.

---

•

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 certain financial covenants as required by our 2022 Credit Agreement, including maintaining $30.0 million of minimum liquidity;

•

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 on the business, which could lead to a decline in visit volumes and referrals;

•

risks related to the impact on our workforce of mandatory COVID-19 vaccination of employees;

•

our inability to compete effectively in a competitive industry, subject to rapid technological change and cost inflation, including competition that could impact our effectiveness of strategies to improve patient referrals and our ability to identify, recruit 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, 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;

•

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;

•

our facilities face competition for experienced physical therapists and other clinical providers that may increase labor costs and reduce profitability;

•

risks associated with our ability to attract and retain talented executives and employees amidst the impact of unfavorable labor market dynamics and wage inflation, including potential failure of steps being taken to reduce attrition of physical therapists and increase hiring of physical therapists;

•

risk resulting from the IPO Warrants, Earnout Shares and Vesting Shares being accounted for as liabilities;

•

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;

•

costs related to operating as a public company; and

•

risks associated with our ability to regain and sustain compliance with the listing requirements of our securities on the New York Stock Exchange ("NYSE").

		Three Months Ended								Year Ended
		December 31, 2022				December 31, 2021				December 31, 2022				December 31, 2021
Net patient revenue		$	146,196			$	140,275			$	575,940			$	561,080
Other revenue			15,568				15,488				59,731				66,791
Net revenue			161,764				155,763				635,671				627,871
Clinic operating costs:
Salaries and related costs			90,652				88,087				357,982				336,496
Rent, clinic supplies, contract labor and other			49,131				47,792				202,568				180,932
Provision for doubtful accounts			2,461				2,099				13,869				16,369
Total clinic operating costs			142,244				137,978				574,419				533,797
Selling, general and administrative expenses			27,629				29,897				114,724				111,809
Goodwill, intangible and other asset impairment charges			96,038				—				486,262				962,303
Operating loss			(104,147	)			(12,112	)			(539,734	)			(980,038	)
Change in fair value of warrant liability			(592	)			(2,171	)			(4,243	)			(22,595	)
Change in fair value of contingent common shares liability			(9,765	)			(7,875	)			(42,525	)			(175,140	)
Loss on settlement of redeemable preferred stock			—				—				—				14,037
Interest expense, net			13,463				7,215				45,278				46,320
Interest expense on redeemable preferred stock			—				—				—				10,087
Other expense (income), net			152				(5,590	)			3,333				241
Loss before taxes			(107,405	)			(3,691	)			(541,577	)			(852,988	)
Income tax (benefit) expense			(4,998	)			(5,381	)			(48,530	)			(70,960	)
Net (loss) income			(102,407	)			1,690				(493,047	)			(782,028	)

		December 31, 2022				December 31, 2021
Assets:
Current assets:
Cash and cash equivalents		$	83,139			$	48,616
Accounts receivable (net of allowance for doubtful accounts of $47,620 and $53,533 at December 31, 2022 and December 31, 2021, respectively)			80,673				82,455
Prepaid expenses			13,526				9,303
Other current assets			10,040				3,204
Assets held for sale			6,755				—
Total current assets			194,133				143,578
Property and equipment, net			123,690				139,730
Operating lease right-of-use assets			226,092				256,646
Goodwill, net			286,458				608,811
Trade name and other intangible assets, net			246,582				411,696
Other non-current assets			2,030				2,233
Total assets		$	1,078,985			$	1,562,694
Liabilities, Mezzanine Equity and Stockholders' Equity:
Current liabilities:
Accounts payable		$	12,559			$	15,146
Accrued expenses and other liabilities			53,672				64,584
Current portion of operating lease liabilities			47,676				49,433
Current portion of long-term debt			—				8,167
Liabilities held for sale			2,614				—
Total current liabilities			116,521				137,330
Long-term debt, net			531,600				543,799
Warrant liability			98				4,341
Contingent common shares liability			2,835				45,360
Deferred income tax liabilities			18,886				67,459
Operating lease liabilities			218,424				250,597
Other non-current liabilities			1,834				2,301
Total liabilities			890,198				1,051,187
Commitments and contingencies
Mezzanine equity:
Series A Senior Preferred Stock, $0.0001 par value; 1.0 million shares authorized; $1,108.34 stated value per share and 0.2 million shares issued and outstanding at December 31, 2022; none issued and outstanding at December 31, 2021			140,340				—
Stockholders' equity:
Class A common stock, $0.0001 par value; 470.0 million shares authorized; 207.5 million shares issued, 198.4 million shares outstanding at December 31, 2022; 207.4 million shares issued, 197.4 million shares outstanding at December 31, 2021			20				20
Treasury stock, at cost, 0.08 million shares and 0.03 million shares at December 31, 2022 and December 31, 2021, respectively			(146	)			(95	)
Additional paid-in capital			1,378,696				1,351,597
Accumulated other comprehensive income			4,899				28
Accumulated deficit			(1,339,511	)			(847,132	)
Total ATI Physical Therapy, Inc. equity			43,958				504,418
Non-controlling interests			4,489				7,089
Total stockholders' equity			48,447				511,507
Total liabilities, mezzanine equity and stockholders' equity		$	1,078,985			$	1,562,694

		Year Ended
		December 31, 2022				December 31, 2021
Operating activities:
Net loss		$	(493,047	)		$	(782,028	)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill, intangible and other asset impairment charges			486,262				962,303
Depreciation and amortization			40,590				37,995
Provision for doubtful accounts			13,869				16,369
Deferred income tax provision			(48,573	)			(71,088	)
Amortization of right-of-use assets			48,253				45,536
Non-cash share-based compensation			7,374				5,754
Amortization of debt issuance costs and original issue discount			2,873				3,252
Non-cash interest expense			3,481				—
Non-cash interest expense on redeemable preferred stock			—				10,087
Loss on extinguishment of debt			2,809				5,534
Loss on settlement of redeemable preferred stock			—				14,037
Loss (gain) on disposal and impairment of assets			9				(5,189	)
Change in fair value of warrant liability			(4,243	)			(22,595	)
Change in fair value of contingent common shares liability			(42,525	)			(175,140	)
Changes in:
Accounts receivable, net			(12,573	)			(10,201	)
Prepaid expenses and other current assets			(5,024	)			(6,688	)
Other non-current assets			39				(284	)
Accounts payable			(48	)			1,831
Accrued expenses and other liabilities			854				(5,288	)
Operating lease liabilities			(53,628	)			(50,942	)
Other non-current liabilities			28				861
Medicare Accelerated and Advance Payment Program Funds			(12,288	)			(12,605	)
Transaction-related amount due to former owners			—				(3,611	)
Net cash used in operating activities			(65,508	)			(42,100	)
Investing activities:
Purchases of property and equipment			(28,147	)			(40,293	)
Purchases of intangible assets			—				(1,675	)
Proceeds from sale of property and equipment			157				223
Proceeds from sale of clinics			77				248
Proceeds from sale of Home Health service line			—				6,131
Business acquisitions, net of cash acquired			—				(4,523	)
Payment of holdback liabilities related to acquisitions			(135	)			—
Net cash used in investing activities			(28,048	)			(39,889	)

Financing activities:
Proceeds from long-term debt			500,000				—
Deferred financing costs			(12,952	)			—
Original issue discount			(10,000	)			—
Principal payments on long-term debt			(555,048	)			(456,202	)
Proceeds from issuance of Series A Senior Preferred Stock			144,667				—
Proceeds from issuance of 2022 Warrants			20,333				—
Proceeds from revolving line of credit			48,200				—
Cash inflow from Business Combination			—				229,338
Payments to Series A Preferred stockholders			—				(59,000	)
Proceeds from shares issued through PIPE investment			—				300,000
Equity issuance costs and original issue discount			(4,935	)			(19,233	)
Payment of contingent consideration liabilities			(203	)			—
Taxes paid on behalf of employees for shares withheld			(51	)			(128	)
Distribution to non-controlling interest holders			(1,932	)			(6,298	)
Net cash provided by (used in) financing activities			128,079				(11,523	)
Changes in cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents			34,523				(93,512	)
Cash and cash equivalents at beginning of period			48,616				142,128
Cash and cash equivalents at end of period		$	83,139			$	48,616
Supplemental noncash disclosures:
Derivative changes in fair value		$	(4,871	)		$	(1,935	)
Purchases of property and equipment in accounts payable		$	1,660			$	4,177
Warrant liability recognized upon the closing of the Business Combination		$	—			$	(26,936	)
Contingent common shares liability recognized upon the closing of the Business Combination		$	—			$	(220,500	)
Shares issued to Wilco Holdco Series A Preferred stockholders		$	—			$	128,453
Other supplemental disclosures:
Cash paid for interest		$	41,617			$	41,937
Cash received from hedging activities		$	3,497			$	—
Cash paid for taxes		$	84			$	81

Financial Metrics ($ in 000’s)

			Net Patient Revenue				Other Revenue				Net Revenue				Adjusted EBITDA (1)				Adj EBITDA margin (1)
Q1 2020			$	164,939			$	17,799			$	182,738			$	26,487				14.5	%
Q2 2020			$	95,003			$	12,751			$	107,754			$	1,189				1.1	%
Q3 2020			$	132,803			$	15,852			$	148,655			$	17,321				11.7	%
Q4 2020			$	136,840			$	16,266			$	153,106			$	18,622				12.2	%
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	%

(1)	Excludes CARES Act Provider Relief Funds of $44.3 million in the second quarter of 2020, $23.1 million in the third quarter of 2020, and $24.1 million in the fourth quarter of 2020.

							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 2020				22,855				2,841				8.0				3,113				57				11	%			19	%
Q2 2020				12,643				1,487				8.5				3,012				3				0	%			14	%
Q3 2020				18,159				2,004				9.1				2,448				3				7	%			86	%
Q4 2020				19,441				2,214				8.8				2,508				3				42	%			34	%
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	%

(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 2020				868			$	189,658				26.3			$	112.76			$	55.11			$	50,258				3.6	%
Q2 2020				866			$	109,872				14.6			$	117.41			$	53.39			$	43,621				4.1	%
Q3 2020				873			$	152,472				20.8			$	112.51			$	53.83			$	44,140				2.2	%
Q4 2020				875			$	155,913				22.2			$	109.98			$	52.16			$	47,168				2.4	%
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	%

(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 2020				77				4.9
Q2 2020				77				4.9
Q3 2020				78				4.6
Q4 2020				76				4.7
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

(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).

		Three Months Ended
		December 31, 2022				September 30, 2022				June 30, 2022				March 31, 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	)

(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 inquiry.

(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.

		Year Ended
		December 31, 2022				December 31, 2021
Net loss		$	(493,047	)		$	(782,028	)
Plus (minus):
Net loss attributable to non-controlling interests			668				3,700
Interest expense, net			45,278				46,320
Interest expense on redeemable preferred stock			—				10,087
Income tax (benefit) expense			(48,530	)			(70,960	)
Depreciation and amortization expense			39,841				37,995
EBITDA		$	(455,790	)		$	(754,886	)
Goodwill, intangible and other asset impairment charges (1)			486,262				962,303
Goodwill, intangible and other asset impairment charges attributable to non-controlling interests (1)			(2,415	)			(7,949	)
Changes in fair value of warrant liability and contingent common shares liability (2)			(46,768	)			(197,735	)
Share-based compensation			7,432				5,769
Non-ordinary legal and regulatory matters (3)			6,408				2,914
Loss on legal settlement (4)			3,000				—
Loss on debt extinguishment (5)			2,809				5,534
Transaction and integration costs (6)			3,289				9,788
Reorganization and severance costs (7)			1,797				3,913
Pre-opening de novo costs (8)			992				1,929
Gain on sale of Home Health service line, net			(199	)			(5,846	)
Business optimization costs (9)			(105	)			—
Loss on settlement of redeemable preferred stock (10)			—				14,037
Adjusted EBITDA		$	6,712			$	39,771

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

(4)	Represents charge for net settlement liability related to billing dispute.

(5)	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 and the partial and full repayment of the 2016 first and second lien term loans, respectively.

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

(7)	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.

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

(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.

(10)	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.

		Three Months Ended
		December 31, 2021				September 30, 2021				June 30, 2021				March 31, 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				(1,30	)
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

(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 inquiry.

(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.

						Three Months Ended
		December 31, 2020				September 30, 2020				June 30, 2020				March 31, 2020
Net income (loss)		$	2,190			$	1,022			$	4,596			$	(8,106	)
Plus (minus):
Net income attributable to non-controlling interests			(987	)			(901	)			(1,855	)			(1,330	)
Interest expense, net			16,404				17,346				17,683				17,858
Interest expense on redeemable preferred stock			5,154				4,896				4,604				4,377
Income tax (benefit) expense			(2,033	)			2,322				3,568				(1,792	)
Depreciation and amortization expense			10,072				9,880				9,763				9,985
EBITDA			30,800				34,565				38,359				20,992
Reorganization and severance costs (1)			679				4,436				1,255				1,142
Transaction and integration costs (2)			3,747				75				100				868
Share-based compensation			503				473				466				494
Pre-opening de novo costs (3)			335				368				268				594
Business optimization costs (4)			2,450				519				5,011				2,397
Charges related to lease terminations (5)			4,253				—				—				—
Adjusted EBITDA		$	42,767			$	40,436			$	45,459			$	26,487

(1)	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.

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

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

(4)

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.

(5)	Represents charges related to lease terminations prior to the end of term for corporate facilities no longer in use.