Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39439 | |
Entity Registrant Name | ATI Physical Therapy, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1408039 | |
Entity Address, Address Line One | 790 Remington Boulevard | |
Entity Address, City or Town | Bolingbrook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60440 | |
City Area Code | 630 | |
Local Phone Number | 296-2223 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 197,254,406 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001815849 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock, $0.0001 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | ATIP | |
Security Exchange Name | NYSE | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each wholewarrant exercisable for one share ofClass A common stock at an exerciseprice of $11.50 per share | |
Trading Symbol | ATIP WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 66,092 | $ 142,128 |
Accounts receivable (net of allowance for doubtful accounts of $56,759 and $69,693 at September 30, 2021 and December 31, 2020, respectively) | 85,001 | 90,707 |
Other current assets | 12,317 | 6,027 |
Total current assets | 163,410 | 238,862 |
Non-current assets: | ||
Property and equipment, net | 134,862 | 137,174 |
Operating lease right-of-use assets | 253,808 | 258,227 |
Goodwill | 603,287 | 1,330,085 |
Trade name and other intangible assets, net | 411,095 | 644,339 |
Other non-current assets | 1,941 | 1,685 |
Total assets | 1,568,403 | 2,610,372 |
Current liabilities: | ||
Accounts payable | 11,022 | 12,148 |
Accrued expenses and other liabilities | 57,505 | 70,690 |
Current portion of operating lease liabilities | 48,499 | 52,395 |
Current portion of long-term debt | 8,167 | 8,167 |
Total current liabilities | 125,193 | 143,400 |
Long-term debt, net | 545,283 | 991,418 |
Redeemable preferred stock | 0 | 163,329 |
Warrant liability | 6,512 | 0 |
Contingent common shares liability | 53,235 | 0 |
Deferred income tax liabilities | 79,882 | 138,547 |
Operating lease liabilities | 248,965 | 253,990 |
Other non-current liabilities | 7,231 | 18,571 |
Total liabilities | 1,066,301 | 1,709,255 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1.0 million shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Class A common stock, $0.0001 par value; 470.0 million shares authorized; 207.3 million shares issued, 197.3 million shares outstanding at September 30, 2021; 138.9 million shares issued, 128.3 million shares outstanding at December 31, 2020 | 20 | 13 |
Additional paid-in capital | 1,350,707 | 954,728 |
Accumulated other comprehensive loss | (529) | (1,907) |
Accumulated deficit | (854,999) | (68,804) |
Total ATI Physical Therapy, Inc. equity | 495,199 | 884,030 |
Non-controlling interests | 6,903 | 17,087 |
Total stockholders' equity | 502,102 | 901,117 |
Total liabilities and stockholders' equity | $ 1,568,403 | $ 2,610,372 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 56,759 | $ 69,693 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 470,000,000 | 470,000,000 |
Common stock, shares issued (in shares) | 207,300,000 | 138,900,000 |
Common stock, shares outstanding (in shares) | 197,300,000 | 128,300,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net operating revenue | $ 159,013 | $ 148,655 | $ 472,108 | $ 439,147 |
Clinic operating costs: | ||||
Salaries and related costs | 86,838 | 78,039 | 248,409 | 227,354 |
Rent, clinic supplies, contract labor and other | 45,765 | 39,183 | 133,140 | 123,320 |
Provision for doubtful accounts | 3,514 | 2,938 | 14,270 | 12,899 |
Total clinic operating costs | 136,117 | 120,160 | 395,819 | 363,573 |
Selling, general and administrative expenses | 30,795 | 26,026 | 81,912 | 74,288 |
Goodwill and intangible asset impairment charges | 508,972 | 0 | 962,303 | 0 |
Operating (loss) income | (516,871) | 2,469 | (967,926) | 1,286 |
Changes in fair value | (15,885) | 0 | (20,424) | 0 |
Change in fair value of contingent common shares liability (Note 13) | (146,317) | 0 | (167,265) | 0 |
Loss on settlement of redeemable preferred stock | 0 | 0 | 14,037 | 0 |
Interest expense, net | 7,386 | 17,346 | 39,105 | 52,887 |
Interest expense on redeemable preferred stock | 0 | 4,896 | 10,087 | 13,877 |
Other expense (income), net | 52 | (23,117) | 5,831 | (67,088) |
(Loss) income before taxes | (362,107) | 3,344 | (849,297) | 1,610 |
Income tax (benefit) expense | (28,287) | 2,322 | (58,533) | 4,098 |
Net (loss) income | (333,820) | 1,022 | (790,764) | (2,488) |
Net (loss) income attributable to non-controlling interest | (2,109) | 901 | (4,569) | 4,086 |
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ (331,711) | $ 121 | $ (786,195) | $ (6,574) |
(Loss) earnings per share of Class A common stock: | ||||
Basic (in dollars per share) | $ (1.68) | $ 0 | $ (5.07) | $ (0.05) |
Diluted (in dollars per share) | $ (1.68) | $ 0 | $ (5.07) | $ (0.05) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 196,996 | 128,286 | 155,197 | 128,286 |
Diluted (in shares) | 196,996 | 128,286 | 155,197 | 128,286 |
Net patient revenue | ||||
Net operating revenue | $ 141,855 | $ 132,803 | $ 420,805 | $ 392,745 |
Other revenue | ||||
Net operating revenue | $ 17,158 | $ 15,852 | $ 51,303 | $ 46,402 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ (331,711) | $ 121 | $ (786,195) | $ (6,574) | ||
Other comprehensive income (loss): | ||||||
Unrealized gain (loss) on interest rate swap | 181 | [1] | (1,133) | [2] | 1,378 | (692) |
Comprehensive loss | $ (331,530) | $ (1,012) | $ (784,817) | $ (7,266) | ||
[1] | Other comprehensive income related to unrealized gain on interest rate swap (2) Refer to Note 2 - Basis of Presentation and Recent Accounting Standards | |||||
[2] | Other comprehensive income (loss) related to unrealized gain (loss) on interest rate swap |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | As reported | Common Stock | Common StockAs reported | Common StockRetrospective application of reverse recapitalization | Additional Paid-In Capital | Additional Paid-In CapitalAs reported | Additional Paid-In CapitalRetrospective application of reverse recapitalization | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossAs reported | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated DeficitAs reported | Non-Controlling Interest | Non-Controlling InterestAs reported | |||
Beginning balance (in shares) at Dec. 31, 2019 | 128,285,514 | 938,557 | 127,346,957 | ||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 904,919 | $ (405) | $ 904,919 | $ 13 | $ 9 | $ 4 | $ 952,792 | $ 952,796 | $ (4) | $ (1,325) | $ (1,325) | $ (63,028) | $ (405) | $ (63,028) | $ 16,467 | $ 16,467 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | 494 | 494 | |||||||||||||||||
Other comprehensive income (loss) | [1] | 265 | 265 | ||||||||||||||||
Distribution to non-controlling interest holder | (1,553) | (1,553) | |||||||||||||||||
Net income attributable to non-controlling interest | 1,330 | 1,330 | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (9,436) | (9,436) | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 128,285,514 | ||||||||||||||||||
Ending balance at Mar. 31, 2020 | 895,614 | $ 13 | 953,286 | (1,060) | (72,869) | 16,244 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 128,285,514 | 938,557 | 127,346,957 | ||||||||||||||||
Beginning balance at Dec. 31, 2019 | 904,919 | $ (405) | 904,919 | $ 13 | $ 9 | $ 4 | 952,792 | 952,796 | (4) | (1,325) | (1,325) | (63,028) | $ (405) | (63,028) | 16,467 | 16,467 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Other comprehensive income (loss) | (692) | ||||||||||||||||||
Net income attributable to non-controlling interest | 4,086 | ||||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (6,574) | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 128,285,514 | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | 901,214 | $ 13 | 954,225 | (2,017) | (70,007) | 19,000 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 128,285,514 | ||||||||||||||||||
Beginning balance at Mar. 31, 2020 | 895,614 | $ 13 | 953,286 | (1,060) | (72,869) | 16,244 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | 466 | 466 | |||||||||||||||||
Other comprehensive income (loss) | [1] | 176 | 176 | ||||||||||||||||
Net income attributable to non-controlling interest | 1,855 | 1,855 | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | 2,741 | 2,741 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 128,285,514 | ||||||||||||||||||
Ending balance at Jun. 30, 2020 | 900,852 | $ 13 | 953,752 | (884) | (70,128) | 18,099 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | 473 | 473 | |||||||||||||||||
Other comprehensive income (loss) | [1] | (1,133) | (1,133) | ||||||||||||||||
Net income attributable to non-controlling interest | 901 | 901 | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | 121 | 121 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 128,285,514 | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 901,214 | $ 13 | 954,225 | (2,017) | (70,007) | 19,000 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,300,000 | 128,285,514 | 938,557 | 127,346,957 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 901,117 | 901,117 | $ 13 | $ 9 | $ 4 | 954,728 | 954,732 | (4) | (1,907) | (1,907) | (68,804) | (68,804) | 17,087 | 17,087 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | 504 | 504 | |||||||||||||||||
Other comprehensive income (loss) | [2] | 561 | 561 | ||||||||||||||||
Distribution to non-controlling interest holder | (3,575) | (3,575) | |||||||||||||||||
Net income attributable to non-controlling interest | 1,309 | 1,309 | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (19,127) | (19,127) | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 128,285,514 | ||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 880,789 | $ 13 | 955,232 | (1,346) | (87,931) | 14,821 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,300,000 | 128,285,514 | 938,557 | 127,346,957 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 901,117 | 901,117 | $ 13 | $ 9 | $ 4 | 954,728 | 954,732 | (4) | (1,907) | (1,907) | (68,804) | (68,804) | 17,087 | 17,087 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (454,484) | (467,819) | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 196,643,050 | ||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 835,613 | 822,278 | $ 20 | 1,349,459 | (710) | (523,288) | 10,132 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,300,000 | 128,285,514 | 938,557 | 127,346,957 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 901,117 | 901,117 | $ 13 | $ 9 | $ 4 | 954,728 | $ 954,732 | $ (4) | (1,907) | $ (1,907) | (68,804) | $ (68,804) | 17,087 | $ 17,087 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Other comprehensive income (loss) | 1,378 | ||||||||||||||||||
Net income attributable to non-controlling interest | (4,569) | ||||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ (786,195) | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 197,300,000 | 197,254,406 | |||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 502,102 | $ 20 | 1,350,707 | (529) | (854,999) | 6,903 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 128,285,514 | ||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 880,789 | $ 13 | 955,232 | (1,346) | (87,931) | 14,821 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net proceeds from FAII in Business Combination (in shares) | 25,512,254 | ||||||||||||||||||
Net proceeds from FAII in Business Combination | 210,105 | $ 3 | 210,102 | ||||||||||||||||
Shares issued through PIPE investment (in shares) | 30,000,000 | ||||||||||||||||||
Shares issued through PIPE investment | 300,000 | $ 3 | 299,997 | ||||||||||||||||
Shares issued to Wilco Holdco Series A Preferred stockholders (in shares) | 12,845,282 | ||||||||||||||||||
Shares issued to Wilco Holdco Series A Preferred stockholders | 128,453 | $ 1 | 128,452 | ||||||||||||||||
Warrant liability recognized upon the closing of the Business Combination | (26,936) | (26,936) | |||||||||||||||||
Contingent common shares liability recognized upon the closing of the Business Combination | (220,500) | (220,500) | |||||||||||||||||
Share-based compensation | 3,112 | 3,112 | |||||||||||||||||
Other comprehensive income (loss) | [2] | 636 | 636 | ||||||||||||||||
Distribution to non-controlling interest holder | (920) | (920) | |||||||||||||||||
Net income attributable to non-controlling interest | (3,769) | (3,769) | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (435,357) | [3] | (448,692) | (435,357) | [3] | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 196,643,050 | ||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 835,613 | $ 822,278 | $ 20 | 1,349,459 | (710) | (523,288) | 10,132 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Shares issued through PIPE investment (in shares) | 30,000,000 | ||||||||||||||||||
Shares issued to Wilco Holdco Series A Preferred stockholders (in shares) | 12,845,000 | ||||||||||||||||||
Ending balance (in shares) at Jun. 16, 2021 | 196,643,000 | ||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 196,643,050 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | $ 1,248 | 1,248 | |||||||||||||||||
Other comprehensive income (loss) | [2] | 181 | 181 | ||||||||||||||||
Distribution to non-controlling interest holder | (1,120) | (1,120) | |||||||||||||||||
Net income attributable to non-controlling interest | (2,109) | (2,109) | |||||||||||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | (331,711) | (331,711) | |||||||||||||||||
Vesting of restricted shares related to converted ICUs (in shares) | 611,356 | ||||||||||||||||||
Vesting of restricted shares related to converted ICUs | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 197,300,000 | 197,254,406 | |||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 502,102 | $ 20 | $ 1,350,707 | $ (529) | $ (854,999) | $ 6,903 | |||||||||||||
[1] | Other comprehensive income (loss) related to unrealized gain (loss) on interest rate swap | ||||||||||||||||||
[2] | Other comprehensive income related to unrealized gain on interest rate swap (2) Refer to Note 2 - Basis of Presentation and Recent Accounting Standards | ||||||||||||||||||
[3] | Refer to Note 2 - Basis of Presentation and Recent Accounting Standards |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (790,764) | $ (2,488) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Goodwill and intangible asset impairment charges | 962,303 | 0 |
Depreciation and amortization | 27,990 | 29,628 |
Provision for doubtful accounts | 14,270 | 12,899 |
Deferred income tax provision | (58,533) | 4,087 |
Amortization of right-of-use assets | 33,868 | 33,384 |
Share-based compensation | 4,864 | 1,433 |
Amortization of debt issuance costs and original issue discount | 2,644 | 3,053 |
Non-cash interest expense | 0 | 6,335 |
Non-cash interest expense on redeemable preferred stock | 10,087 | 13,877 |
Loss on extinguishment of debt | 5,534 | 0 |
Loss on settlement of redeemable preferred stock | 14,037 | 0 |
Loss on disposal and impairment of assets | 219 | 383 |
Change in fair value of warrant liability | (20,424) | 0 |
Change in fair value of contingent common shares liability (Note 13) | (167,265) | 0 |
Changes in: | ||
Accounts receivable, net | (8,564) | 9,021 |
Other current assets | (6,580) | 3,414 |
Other non-current assets | (269) | 389 |
Accounts payable | 151 | (552) |
Accrued expenses and other liabilities | (11,820) | 5,127 |
Operating lease liabilities | (39,084) | (31,223) |
Other non-current liabilities | 824 | (512) |
Medicare Accelerated and Advance Payment Program Funds | (8,540) | 26,732 |
Provider Relief Fund general distribution payments received but not yet recognized | 0 | 24,146 |
Transaction-related amount due to former owners | (3,611) | 0 |
Net cash (used in) provided by operating activities | (38,663) | 139,133 |
Investing activities: | ||
Purchases of property and equipment | (27,701) | (15,688) |
Purchases of intangible assets | (1,375) | (125) |
Proceeds from sale of property and equipment | 125 | 120 |
Proceeds from sale of clinics | 248 | 0 |
Net cash used in investing activities | (28,703) | (15,693) |
Financing activities: | ||
Principal payments on long-term debt | (454,160) | (6,125) |
Proceeds from revolving line of credit | 0 | 68,750 |
Payments on revolving line of credit | 0 | (68,750) |
Cash inflow from Business Combination | 229,338 | 0 |
Payments to Series A Preferred stockholders | (59,000) | 0 |
Proceeds from shares issued through PIPE investment | 300,000 | 0 |
Payments for equity issuance costs | (19,233) | 0 |
Distribution to non-controlling interest holder | (5,615) | (1,553) |
Net cash used in financing activities | (8,670) | (7,678) |
Changes in cash and cash equivalents: | ||
Net (decrease) increase in cash and cash equivalents | (76,036) | 115,762 |
Cash and cash equivalents at beginning of period | 142,128 | 38,303 |
Cash and cash equivalents at end of period | 66,092 | 154,065 |
Supplemental noncash disclosures: | ||
Derivative changes in fair value | (1,378) | 692 |
Purchases of property and equipment in accounts payable | 1,733 | 1,216 |
Warrant liability recognized upon the closing of the Business Combination | (26,936) | 0 |
Contingent common shares liability recognized upon the closing of the Business Combination | (220,500) | 0 |
Shares issued to Wilco Holdco Series A Preferred stockholders | 128,453 | 0 |
Other supplemental disclosures: | ||
Cash paid for interest | 35,334 | 43,075 |
Cash paid for (received from) taxes | $ 156 | $ (836) |
Overview of the Company
Overview of the Company | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Company | Overview of the Company ATI Physical Therapy, Inc., together with its subsidiaries (herein referred to as “we”, “the Company”, “ATI Physical Therapy” and “ATI”), is a nationally recognized healthcare company, specializing in outpatient rehabilitation and adjacent healthcare services. The Company provides outpatient physical therapy services under the name ATI Physical Therapy and, as of September 30, 2021, had 900 clinics (as well as 26 clinics under management service agreements) located in 24 states. The Company offers a variety of services within its clinics, including physical therapy to treat spine, shoulder, knee and neck injuries or pain; work injury rehabilitation services, including work conditioning and work hardening; hand therapy; and other specialized treatment services. The Company’s direct and indirect wholly-owned subsidiaries include, but are not limited to, Wilco Holdco, Inc., ATI Holdings Acquisition, Inc. and ATI Holdings, LLC. On June 16, 2021 (the “Closing Date”), a Business Combination transaction (the “Business Combination”) was finalized pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated February 21, 2021 between the operating company, Wilco Holdco, Inc. (“Wilco Holdco”), and Fortress Value Acquisition Corp. II (herein referred to as "FAII" and "FVAC"), a special purpose acquisition company. In connection with the closing of the Business Combination, the Company changed its name from Fortress Value Acquisition Corp. II to ATI Physical Therapy, Inc. The Company’s common stock is listed on the New York Stock Exchange ("NYSE") under the symbol “ATIP.” The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles ("GAAP"). Under this method of accounting, FAII is treated as the acquired company and Wilco Holdco is treated as the acquirer for financial statement reporting and accounting purposes. As a result, the historical operations of Wilco Holdco are deemed to be those of the Company. Therefore, the financial statements included in this report reflect (i) the historical operating results of Wilco Holdco prior to the Business Combination; (ii) the combined results of FAII and Wilco Holdco following the Business Combination on June 16, 2021; (iii) the assets and liabilities of Wilco Holdco at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of common stock attributable to the Business Combination is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination consistent with the treatment of the transaction as a reverse recapitalization of Wilco Holdco, Inc. Refer to “Note 3 - Business Combination ” for additional information. Impact of COVID-19 and CARES Act The coronavirus ("COVID-19") pandemic in the United States resulted in changes to our operating environment. We continue to closely monitor the impact of COVID-19 on all aspects of our business, and our priorities remain protecting the health and safety of employees and patients, maximizing the availability of services to satisfy patient needs and preserving the operational and financial stability of our business. While we expect the disruption caused by COVID-19 and resulting impacts to diminish over time, we cannot predict the length of such impacts, and if such impacts continue for an extended period, it could have a continued effect on the Company’s results of operations, financial condition and cash flows, which could be material. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law providing reimbursement, grants, waivers and other funds to assist health care providers during the COVID-19 pandemic. The Company has realized benefits under the CARES Act including, but not limited to, the following: • In 2020, the Company received approximately $91.5 million of general distribution payments under the Provider Relief Fund. These payments have been recognized as other income in the consolidated statements of operations throughout 2020 in a manner commensurate with the reporting and eligibility requirements issued by HHS. Based on the terms and conditions of the program, including reporting guidance issued by HHS in 2021, the Company believes that it has met the applicable terms and conditions. This includes, but is not limited to, the fact that the Company’s COVID-19 related expenses and lost revenues for the year ended December 31, 2020 exceeded the amount of funds received. To the extent that reporting requirements and terms and conditions are subsequently modified, it may affect the Company’s ability to comply and ability to retain the funds. The following table summarizes the quarterly recognition of general distribution payments recognized in other expense (income), net in the Company's 2020 statements of operations (in millions): Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Total $ — $ (44.3) $ (23.1) $ (24.1) $ (91.5) • The Company applied for and attained approval to receive $26.7 million of Medicare Accelerated and Advance Payment Program ("MAAPP") funds during the quarter ended June 30, 2020. During the nine months ended September 30, 2021, the Company repaid $8.5 million in MAAPP funds. Because the Company has not yet met all required performance obligations or performed the services related to the remaining funds, as of September 30, 2021 and December 31, 2020, $18.2 million and $15.5 million of the funds are recorded in accrued expenses and other liabilities, respectively, and zero and $11.2 million of the funds are recorded in other non-current liabilities, respectively. • The Company elected to defer depositing the employer portion of Social Security taxes for payments due from March 27, 2020 through December 31, 2020, interest-free and penalty-free. Related to these payments, as of September 30, 2021 and December 31, 2020, $5.5 million is included in accrued expenses and other liabilities and $5.5 million is included in other non-current liabilities. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Accounting Standards | Basis of Presentation and Recent Accounting Standards The accompanying unaudited condensed consolidated financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Management believes the unaudited condensed consolidated financial statements for the interim periods presented contain all necessary adjustments to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results the Company expects for the entire year. In addition, the influence of seasonality, changes in payor contracts, strategic transactions, changes in laws and general economic conditions in the markets in which the Company operates and other factors impacting the Company’s operations may result in any period not being comparable to the same period in previous years. Preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts during the reporting period. Actual results could differ from those estimates. The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. All of the Company’s operations are conducted within the United States. Our chief operating decision maker (“CODM”) is our Chief Executive Officer (or in the absence of a Chief Executive Officer, the leadership team fulfilling the role of Principal Executive Officer), who reviews financial information presented on a consolidated basis for purposes of making decisions, assessing financial performance and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. For further information regarding the Company’s accounting policies and other information, the condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our amended S-1 registration statement filed with the SEC on July 28, 2021. Immaterial revision to prior period We have identified an immaterial prior period revision with respect to the amount of the non-cash goodwill impairment charge recorded for the three and six months ended June 30, 2021, specifically related to the assumed benefit to enterprise value as of June 30, 2021 associated with the Company’s net operating loss carryforwards. We evaluated the effects of this error on our previously-issued condensed consolidated financial statements in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections,” ASC Topic 250-10-S99-1, “Assessing Materiality,” and ASC Topic 250-10-S99-2, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded that no prior period is materially misstated. Accordingly, we have revised our condensed consolidated financial statements for the impacted prior periods herein. The revision decreased accumulated deficit by $13.3 million as of June 30, 2021. The impacted periods will be revised in future filings as applicable. Refer to Note 5 - Goodwill, Trade Name and Other Intangible Assets in the condensed consolidated financial statements for further details. Recently adopted accounting guidance In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and simplifies the accounting for income taxes. This ASU is effective for the Company on January 1, 2022, with early adoption permitted. The Company early adopted this new accounting standard effective January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. Recent accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standard was subsequently amended by ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . This standard is optional and may be applied by entities after March 12, 2020, but no later than December 31, 2022. The Company has certain debt instruments for which the interest rates are indexed to the London InterBank Offered Rate (“LIBOR”), and as a result, is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination As discussed in Note 1 - Overview of the Company , on June 16, 2021 , a business combination between Wilco Holdco and FAII was consummated, which was accounted for as a reverse recapitalization of Wilco Holdco, Inc. At the time of the Business Combination, stockholders of Wilco Holdco, Inc. received 130.3 million shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for the outstanding shares of Wilco Holdco common stock, par value $0.01 per share, that such stockholders owned. Upon conversion of unvested Incentive Common Units (“ICUs”) granted prior to the Business Combination under the Wilco Acquisition, LP 2016 Equity Incentive Plan, 2.0 million of these shares were restricted subject to vesting requirements, resulting in total unrestricted shares of 128.3 million and an exchange ratio of 136.7 unrestricted shares of ATI Physical Therapy, Inc. for every previously outstanding Wilco Holdco share. Immediately following the Business Combination, there were 207.3 million shares issued and 196.6 million outstanding shares of common stock of ATI Physical Therapy, Inc., consisting of the following (in thousands): Class A Common Shares FAII Class A common stock prior to Business Combination 34,500 FAII Class F common stock prior to Business Combination (1) 8,625 Less: FAII Class A common stock redemptions (8,988) FAII common shares (Class A and Class F) 34,137 Add: Shares issued to Wilco Holdco stockholders (2, 3) 130,300 Add: Shares issued through PIPE investment 30,000 Add: Shares issued to Wilco Holdco Series A Preferred stockholders 12,845 Total shares issued as of the Closing Date of the Business Combination (4) 207,282 Less: Vesting Shares (1) (8,625) Less: Restricted shares (3) (2,014) Total shares outstanding as of the Closing Date of the Business Combination (4) 196,643 (1) Per the Merger Agreement, as of the closing of the Business Combination, all Class F shares converted into the equivalent number of Class A common shares and became subject to certain vesting and forfeiture provisions ("Vesting Shares") as detailed in Note 13 - Contingent Common Shares Liability. (2) Includes 1.2 million unrestricted shares upon conversion from vested ICUs under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. (3) Includes 2.0 million restricted shares upon conversion from unvested ICUs under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. (4) Excludes 15.0 million Earnout Shares, 6.9 million Public Warrants and 3.0 million Private Placement Warrants to purchase Class A common stock. Refer to Note 12 - Warrant Liability and Note 13 - Contingent Common Shares Liability for further details. PIPE investment Concurrently with the closing of the Business Combination, pursuant to Subscription Agreements executed between FAII and certain investors, 30.0 million shares of Class A common stock (the “PIPE” investment) were newly issued in a private placement at a purchase price of $10.00 per share for an aggregate purchase price of $300.0 million. The initial PIPE investment included 7.5 million shares of Class A common stock newly issued to certain investment funds managed by affiliates of Fortress Investment Group LLC (“Fortress”) at a purchase price of $10.00 per share for an aggregate purchase price of $75.0 million. Wilco Holdco Series A Preferred Stock Immediately following the Business Combination, all holders of the previously outstanding shares of Wilco Holdco Series A Preferred Stock received a proportionate share of $59.0 million and 12.8 million shares of ATI Physical Therapy, Inc. Class A common stock based on the terms of the Merger Agreement. Refer to Note 11 - Wilco Holdco Series A Preferred Stock for further details. Earnout Shares Subject to the terms and conditions of the Merger Agreement, certain stockholders of Wilco Holdco, Inc. were provided the contingent right to receive, in the aggregate, up to 15.0 million shares of Class A common stock that may be issued pursuant to an earnout arrangement if certain Class A common stock price targets are achieved between the Closing Date and the 10 year anniversary of the Closing Date (“Earnout Shares”). The Earnout Shares are subject to acceleration in the event of a sale or other change in control if the holders of Class A common stock would receive a per share price in excess of the applicable Earnout Shares price target. On the date of the Business Combination, the Company recorded a liability related to the Earnout Shares of $140.0 million. During the period from June 16, 2021 to September 30, 2021, the fair value of the Earnout Shares decreased to $33.8 million, resulting in a gain of $92.9 million and a gain of $106.2 million for the three and nine months ended September 30, 2021, respectively, recorded as a component of change in fair value of contingent common shares liability in the condensed consolidated statements of operations. Refer to Note 13 - Contingent Common Shares Liability and Note 14 - Fair Value Measurements for further details. Vesting Shares Pursuant to the Sponsor Letter Agreement executed in connection with the Merger Agreement, 8.6 million shares of Class F common stock of FAII outstanding immediately prior to the Business Combination converted to potential Class A common shares and became subject to certain vesting and forfeiture provisions (“Vesting Shares”). The Vesting Shares are subject to acceleration in the event of a sale or other change in control if the holders of Class A common stock would receive a per share price in excess of the applicable Vesting Shares price target. On the date of the Business Combination, the Company recorded a liability related to the Vesting Shares of $80.5 million . During the period from June 16, 2021 t o September 30, 2021, the fair value of the Vesting Shares decreased to $19.4 million, resulting in a gain of $53.4 million and a gain of $61.1 million for the three and nine months ended September 30, 2021, respectively, r ecorded as a component of change in fair value of contingent common shares liability in the condensed consolidated statements of operations. Refer to Note 13 - Contingent Common Shares Liability and Note 14 - Fair Value Measurements for further details. Warrants Immediately following the Business Combination, the Company had outstanding Public Warrants to purchase an aggregate of 6.9 million shares of the Company’s Class A common stock ("Public Warrants") and outstanding Private Placement Warrants to purchase an aggregate of 3.0 million shares of the Company's Class A common stock ("Private Placement Warrants") (collectively, the “Warrants”). In conjunction with the B usiness Combination , 3.0 million Private Placement Warrants were transferred and surrendered for no consideration based on terms of the Sponsor Letter Agreement. On the date of the Business Combination, the Company recorded a liability related to the Warrants of $26.9 million. During the perio d from June 16, 2021 to September 30, 2021, the fair value of the Warrants decreased to $6.5 million, resulting in a gain of $15.9 million and a gain of $20.4 million for the three and nine months ended September 30, 2021, respectively, r ecorded as change in fair value of warrant liability in the condensed consolidated statements of operations . Refer to Note 12 - Warrant Liability and Note 14 - Fair Value Measurements for further details. The following table reflects the components of cash movement related to the Business Combination, PIPE investment and debt repayments (in thousands): Cash in trust with FAII as of the Closing Date of the Business Combination $ 345,036 Cash used for redemptions of FAII Class A common stock (89,877) FAII transaction costs paid at closing (25,821) Cash inflow from Business Combination 229,338 Wilco Holdco, Inc. transaction costs offset against proceeds (19,233) Net proceeds from FAII in Business Combination 210,105 Cash proceeds from PIPE investment 300,000 Repayment of second lien subordinated loan (231,335) Partial repayment of first lien term loan (216,700) Cash payment to Wilco Holdco Series A Preferred stockholders (59,000) Wilco Holdco, Inc. transaction costs expensed during the nine months ended September 30, 2021 (5,543) Net decrease in cash related to Business Combination, PIPE investment and debt repayments $ (2,473) For the nine months ended September 30, 2021, the Company expensed $5.5 million in transaction costs related to the Business Combination, which are classified as selling, general and administrative expenses in the condensed consolidated statement of operations. In addition, $19.2 million |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following table disaggregates net operating revenue by major service line for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net patient revenue $ 141,855 $ 132,803 $ 420,805 $ 392,745 ATI Worksite Solutions (1) 8,626 7,897 25,830 22,688 Management Service Agreements (1) 4,201 4,249 11,523 12,021 Other revenue (1) 4,331 3,706 13,950 11,693 $ 159,013 $ 148,655 $ 472,108 $ 439,147 (1) ATI Worksite Solutions, Management Service Agreements and Other revenue are included within other revenue on the face of the condensed consolidated statements of operations. The following table disaggregates net patient revenue for each associated payor class as a percentage of total net patient revenue for the periods indicated below: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Commercial 56.3 % 54.3 % 56.0 % 52.4 % Government 24.3 % 22.2 % 23.6 % 21.9 % Workers’ compensation 13.7 % 16.8 % 14.8 % 18.3 % Other (1) 5.7 % 6.7 % 5.6 % 7.4 % 100.0 % 100.0 % 100.0 % 100.0 % |
Goodwill, Trade Name and Other
Goodwill, Trade Name and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Trade Name and Other Intangible Assets | Goodwill, Trade Name and Other Intangible Assets Changes in the carrying amount of goodwill consisted of the following (in thousands): Nine Months Ended September 30, 2021 Year Ended December 31, 2020 Beginning balance $ 1,330,085 $ 1,330,085 Reductions - impairment charges (726,798) — Additions – acquisitions — — Ending balance $ 603,287 $ 1,330,085 The table below summarizes the Company’s carrying amount of trade name and other intangible assets at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Gross intangible assets: ATI trade name (1) $ 409,360 $ 643,700 Non-compete agreements 6,053 4,678 Other intangible assets 640 640 Accumulated amortization: Accumulated amortization – non-compete agreements (4,684) (4,437) Accumulated amortization – other intangible assets (274) (242) Total trade name and other intangible assets, net $ 411,095 $ 644,339 (1) Not subject to amortization. Amortization expense for the three and nine months ended September 30, 2021 and 2020 was immaterial. The Company estimates that amortization expense related to intangible assets is expected to be immaterial over the next five fiscal years and thereafter. Interim impairment testing as of June 30, 2021 In late July 2021, the Company revised its earnings forecast to reflect (i) the impact of clinician attrition on both volume and operating cost expectations and (ii) payor, state and service mix shift impacts on net patient revenue per visit expectations. These factors accelerated in the second quarter and continued into the third quarter. The Company determined that the revision to its forecast, including factors related to the revision of the forecast, constituted an interim triggering event that required further analysis with respect to potential impairment to goodwill, trade name indefinite-lived intangible and other assets. Although the revision to the Company's forecast occurred during the third quarter, because the impairment analysis was performed before the results for the quarter-ended June 30, 2021 were reported, the determination was made to recognize the resulting impairment charges in the financial statements as of the June 30, 2021 balance sheet date. As we determined that it was more likely than not that the fair value of our trade name indefinite-lived intangible asset was below its carrying value, the Company performed an interim quantitative impairment test as of the June 30, 2021 balance sheet date. The Company utilized the relief from royalty approach to estimate the fair value of the trade name indefinite-lived intangible asset. The key assumptions associated with determining the estimated fair value include projected revenue growth, the royalty rate and the discount rate. As a result of the analysis, we recognized a $33.7 million non-cash impairment charge during the period ended June 30, 2021 in the line item goodwill and intangible asset impairment charges in the Company's condensed consolidated statements of operations, which represents the difference between the estimated fair value of the Company’s trade name indefinite-lived intangible asset and its carrying value. The carrying value of the trade name indefinite-lived intangible asset prior to the impairment charge was $643.7 million. The Company evaluated its asset groups, including operating lease right-of-use assets that were evaluated based on clinic-level cash flows and clinic-specific market factors, noting no material impairment. As we determined that it was more likely than not that the fair value of our single reporting unit was below its carrying value, the Company performed an interim quantitative impairment test as of the June 30, 2021 balance sheet date. In order to determine the fair value of our single reporting unit, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value include projected future revenue growth rates, earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, the terminal growth rate, the discount rate and relevant market multiples. As a result of the analysis, we recognized a $433.2 million non-cash impairment charge during the period ended June 30, 2021 in the line item goodwill and intangible asset impairment charges in the Company's condensed consolidated statements of operations, which represents the difference between the estimated fair value of the Company’s single reporting unit and its carrying value. The carrying value of goodwill prior to the impairment charge was $1.3 billion. Interim impairment testing as of September 30, 2021 In October 2021, the Company reported a further revision to its forecast to reflect lower than expected patient visit volume. The Company determined that the factors related to the revision of the forecast constituted an interim triggering event that required further analysis with respect to potential impairment to goodwill, trade name indefinite-lived intangible and other assets. Because the factors related to the revision of the forecast were present as of September 30, 2021, the determination was made to recognize the resulting impairment charges in the financial statements as of the September 30, 2021 balance sheet date. As we determined that it was more likely than not that the fair value of our trade name indefinite-lived intangible asset was below its carrying value, the Company performed an interim quantitative impairment test as of the September 30, 2021 balance sheet date. The Company utilized the relief from royalty approach to estimate the fair value of the trade name indefinite-lived intangible asset. The key assumptions associated with determining the estimated fair value include projected revenue growth, the royalty rate and the discount rate. As a result of the changes in these assumptions, we recognized a $200.6 million non-cash impairment charge during the three months ended September 30, 2021 in the line item goodwill and intangible asset impairment charges in the Company's condensed consolidated statements of operations, which represents the difference between the estimated fair value of the Company’s trade name indefinite-lived intangible asset and its carrying value. The carrying value of the trade name indefinite-lived intangible asset prior to the impairment charge was $610.0 million. The Company evaluated its asset groups, including operating lease right-of-use assets that were evaluated based on clinic-level cash flows and clinic-specific market factors, noting no material impairment. As we determined that it was more likely than not that the fair value of our single reporting unit was below its carrying value, the Company performed an interim quantitative impairment test as of the September 30, 2021 balance sheet date. In order to determine the fair value of our single reporting unit, the Company utilized an average of a discounted cash flow analysis and comparable public company analysis. The key assumptions associated with determining the estimated fair value include projected future revenue growth rates, earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, the terminal growth rate, the discount rate and relevant market multiples. As a result of the changes in these assumptions, we recognized a $307.4 million non-cash impairment charge during the three months ended September 30, 2021 in the line item goodwill and intangible asset impairment charges in the Company's condensed consolidated statements of operations, which represents the difference between the estimated fair value of the Company’s single reporting unit and its carrying value. The carrying value of goodwill prior to the impairment charge was $910.7 million. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of the Company’s reporting unit and indefinite-lived intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include projected future revenue growth rates, EBITDA margins, terminal growth rates, discount rates, relevant market multiples, royalty rates and other market factors. If current expectations of future growth rates, margins and cash flows are not met, or if market factors outside of our control change significantly, then our reporting unit or indefinite-lived intangible assets might become impaired in the future, negatively impacting our operating results and financial position. As the carrying amounts of goodwill and the Company’s trade name indefinite-lived intangible asset were impaired as of June 30, 2021 and September 30, 2021 and written down to fair value, those amounts are more susceptible to an impairment risk if there are unfavorable changes in assumptions and estimates. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Equipment $ 34,882 $ 32,978 Furniture and fixtures 17,657 17,247 Leasehold improvements 173,494 162,853 Automobiles 19 19 Computer equipment and software 84,893 77,390 Construction-in-progress 12,637 9,594 323,582 300,081 Accumulated depreciation and amortization (188,720) (162,907) Property and equipment, net $ 134,862 $ 137,174 The following table presents the amount of depreciation expense recorded in rent, clinic supplies, contract labor and other and selling, general and administrative expenses in the Company’s condensed consolidated statements of operations for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Rent, clinic supplies, contract labor and other $ 6,512 $ 6,277 $ 19,492 $ 18,865 Selling, general and administrative expenses 2,583 3,558 8,219 10,627 Total depreciation expense $ 9,095 $ 9,835 $ 27,711 $ 29,492 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 CARES Act funds (1) $ 23,654 $ 21,031 Salaries and related costs 18,686 21,387 Accrued professional fees 3,406 2,049 Credit balance due to patients and payors 2,739 9,635 Revenue cycle management costs 1,321 2,469 Transaction-related costs (2) 207 2,547 Transaction-related amount due to former owners (3) — 3,611 Other payables and accrued expenses 7,492 7,961 Total $ 57,505 $ 70,690 (1) Includes current portion of MAAPP funds received and deferred employer Social Security tax payments. (2) Represents costs related to public readiness initiatives and corporate transactions. (3) Represents the amount due to former owners related to the Company’s utilization of net operating loss carryforwards generated prior to its acquisition of ATI Holdings Acquisition, Inc. |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long-term debt consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 First lien term loan (1) (due May 10, 2023, with principal payable in quarterly installments) $ 557,090 $ 779,915 Second lien subordinated loan (2) — 231,335 Less: unamortized debt issuance costs (2,284) (8,933) Less: unamortized original issue discount (1,356) (2,732) Total debt, net $ 553,450 $ 999,585 Less: current portion of long-term debt (8,167) (8,167) Long-term debt, net $ 545,283 $ 991,418 (1) Interest rate of 4.5% at September 30, 2021 and December 31, 2020, with interest payable in designated installments (dependent upon the base interest rate election) at a variable interest rate. The effective interest rate for the first lien term loan was 4.9% at September 30, 2021 and December 31, 2020. (2) Loan balance was repaid in its entirety on June 16, 2021 as part of the Business Combination. The effective interest rate for the second lien term loan was 10.9% at December 31, 2020. 2016 first and second lien credit agreements In connection with the Business Combination on June 16, 2021, the Company paid down $216.7 million of its first lien term loan. The Company recognized $1.7 million in charges related to the derecognition of the proportionate amount of remaining unamortized deferred financing costs and unamortized original issue discount associated with the partial debt repayment. In connection with the Business Combination on June 16, 2021, the Company paid $231.3 million to settle its second lien subordinated term loan. The Company recognized $3.8 million in charges related to the derecognition of the remaining unamortized deferred financing costs in conjunction with the debt repayment. The total loss on debt extinguishment associated with the partial repayment of the first lien term loan and the settlement of the second lien subordinated term loan was $5.5 million for the nine months ended September 30, 2021. This amount has been reflected in other expense (income), net in the condensed consolidated statements of operations. The Company’s credit agreements contain covenants with which ATI Holdings Acquisition, Inc. (the “Borrower") must comply. For the first lien credit agreement, the Borrower must maintain, as of the last day of each fiscal quarter when the sum of the outstanding balance of revolving loans, swingline loans and certain letters of credit exceeds 30% of the total revolving credit facility commitment, a ratio of consolidated first lien net debt to consolidated adjusted EBITDA, as defined in the agreements, not to exceed 6.25:1.00. Depending on future performance over the next twelve months, we expect the ratio may exceed 6.25:1.00. If the ratio exceeds 6.25:1.00 as of the last day of a fiscal quarter, then the sum of the outstanding balance of revolving loans, swingline loans and certain letters of credit would effectively be limited to 30% of the total revolving credit facility commitment. Additionally, the agreements are subject to subjective acceleration clauses, effective upon a material adverse change in the Company’s business or financial condition. As of September 30, 2021, the Borrower was in compliance with the financial covenant contained in the first lien agreement. Revolving credit facility The first lien agreement includes a revolving credit facility with a maximum borrowing capacity of $70.0 million, including $15.0 million sub-limit for swingline loans and amounts available for letters of credit. The issuance of such letters of credit and the making of swingline loans reduces the amount available under the applicable revolving credit facility. The first lien revolving facility matures on May 10, 2023 unless (a) as of February 9, 2023 (the “Springing Maturity Date”), either (i) more than $100.0 million of first lien term loans remain outstanding on the Springing Maturity Date or (ii) the debt incurred to refinance any portion of the first lien term loans in excess of $100.0 million does not satisfy specified parameters, in which case the first lien revolving facility will mature on February 9, 2023, or (b) the Borrower makes certain prohibited restricted payments as defined in the agreement, in which case the first lien revolving facility will mature on the date of such restricted payment. The Company drew amounts of $19.0 million and $49.8 million under its revolving credit facility in March and April 2020, respectively. The Company repaid the borrowed amounts in full in June 2020. As of September 30, 2021 and December 31, 2020, no borrowings were outstanding under the revolving credit facility. The Company had letters of credit totaling $1.2 million under the letter of credit sub-facility on the revolving credit facilities as of September 30, 2021 and December 31, 2020, respectively. The letters of credit auto-renew on an annual basis and are pledged to insurance carriers as collateral. Aggregate maturities of long-term debt at September 30, 2021 are as follows (in thousands): 2021 (remainder of year after September 30, 2021) $ 2,041 2022 8,167 2023 546,882 Total future maturities 557,090 Unamortized original issue discount and debt issuance costs (3,640) Total debt, net $ 553,450 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share-based compensation awarded to employees, net of forfeitures, using a fair value-based method. The grant-date fair value of each award is amortized to expense on a straight-line basis over the award’s vesting period. Compensation expense associated with share-based awards is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Share-based compensation expense is adjusted for forfeitures as incurred. Wilco Acquisition, LP 2016 Equity Incentive Plan Prior to the Business Combination, Wilco Acquisition, LP was the parent company of Wilco Holdco, Inc. and its subsidiaries. In 2016, the Company adopted the Wilco Acquisition, LP 2016 Equity Incentive Plan (the “2016 Plan”) under which, prior to the Business Combination, it granted profit interests of Wilco Acquisition, LP in the form of Incentive Common Units, to members of management, key employees and independent directors of Wilco Acquisition, LP and its subsidiaries. Service-based vesting Prior to the Business Combination, Wilco Acquisition, LP granted Incentive Common Units, subject to service-based vesting, to members of management, key employees and independent directors. Following the closing of the Business Combination, holders of service-based ICUs are entitled to a distribution of a number of Class A common shares of ATI Physical Therapy, Inc. based on the distribution priorities under the Wilco Acquisition, LP limited partnership agreement. The shares related to vested service-based ICUs convert to unrestricted Class A common shares of ATI. The shares related to unvested service-based ICUs convert to restricted Class A common shares of ATI eligible to vest over the shorter of: (a) the existing vesting schedule applicable to the underlying ICUs, or (b) in installments on each quarterly anniversary of the closing over three years post-closing, subject to the grantee's continued service through each vesting date. Pursuant to the 2016 Plan, total share-based compensation expense related to service-based awards recognized in the three months ended September 30, 2021 and 2020 was $1.5 million and $0.5 million, respectively. Total share-based compensation expense related to service-based awards recognized in the nine months ended September 30, 2021 and 2020 was $2.4 million and $1.4 million, respectively. As of September 30, 2021, the remaining unvested restricted shares from converted service-based ICUs totaled 0.3 million Class A common shares, with unrecognized compensation expense of $2.1 million to be recognized over a weighted-average period of 2.5 years. There were no service-based awards granted under the 2016 Plan during the three and nine months ended September 30, 2021. Performance-based vesting Prior to the Business Combination, Wilco Acquisition, LP granted Incentive Common Units, subject to performance-based vesting, to members of management, key employees and independent directors. Following the closing of the Business Combination, holders of performance-based ICUs are entitled to a distribution of a number of Class A common shares of ATI Physical Therapy, Inc. based on the distribution priorities under the Wilco Acquisition, LP limited partnership agreement. The shares related to performance-based ICUs convert to restricted Class A common shares of ATI eligible to vest in installments on each quarterly anniversary of the closing over the shorter of: (a) the eight-year period from the original grant date of the underlying ICUs, or (b) three years post-closing, subject to the grantee’s continued service through each vesting date. Based on the terms of the performance-based ICUs, commencement of vesting is generally contingent upon the occurrence of certain events, such as a change-in-control subject to the achievement of specified investment returns of certain Wilco Acquisition, LP unit holders, or an initial public offering (“IPO”). Under the terms of the award agreements, in the event of an IPO, the performance-based vesting requirements convert to service-based vesting requirements. The performance-based awards follow the treatment of an IPO as a result of the Business Combination. Prior to the Business Combination, no share-based compensation expense was recognized related to the performance-based awards, as a change-in-control or IPO cannot be assessed as probable prior to its occurrence. Following the closing of the Business Combination, the Company began recognizing share-based compensation expense associated with the performance-based awards. Recognition of such expense follows a straight-line expense allocation based on the original grant date and the shorter of (a) the eight-year period from the original grant date of the underlying ICUs, or (b) three years post-closing of the Business Combination. For the three and nine months ended September 30, 2021, the Company recognized $(0.3) million and $2.4 million of share-based compensation expense, including the impact of forfeitures, related to the performance-based awards, respectively. As of September 30, 2021, the remaining unvested restricted shares from converted performance-based ICUs totaled 0.6 million shares, with unrecognized compensation expense of $1.8 million to be recognized over a weighted-average period of 2.7 years. There were no performance-based awards granted under the 2016 Plan during the three and nine months ended September 30, 2021. Unallocated and forfeited Incentive Common Units ATI and Wilco Acquisition, LP intend to cancel 0.5 million Class A common shares of ATI received by Wilco Acquisition, LP in connection with the Business Combination in respect of the remaining unallocated ICU pool. ATI intends to amend the ATI Physical Therapy 2021 Equity Incentive Plan (the "2021 Plan") to increase the share reserve by 0.5 million Class A common shares of ATI and to grant to certain employees restricted Class A common shares of ATI that vest on a quarterly basis over a three year period, subject to the grantee’s continued service through each vesting date. If any restricted shares of ATI are forfeited following the closing of the Business Combination and prior to vesting, such shares will be cancelled and ATI intends to amend the 2021 Plan to permit such shares to be reissued as awards under the 2021 Plan. ATI 2021 Equity Incentive Plan The Company adopted the ATI Physical Therapy 2021 Equity Incentive Plan under which it may grant equity interests of ATI Physical Therapy, Inc., in the form of share-based awards, to members of management, key employees and independent directors of the Company and its subsidiaries. The Compensation Committee is authorized to make grants and to make various other decisions under the 2021 Plan. The maximum number of shares reserved for issuance under the 2021 Plan is approximately 20.7 million. There were no awards granted under the 2021 Plan during the three and nine months ended September 30, 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity ATI Physical Therapy, Inc. preferred stock The Company is authorized to issue 1.0 million sh ares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021, there was no preferred stock issued or outstanding. Class A common stock The Company is authorized to issue 470.0 million shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. At September 30, 2021, there were 207.3 million shares of Class A common stock issued and 197.3 million shares outstanding. As a result of the recapitalization associated with the Business Combination, shares are reflected as if they were issued and outstanding as of the earliest reported period to reflect the new capital structure. At the time of the Business Combination, stockholders of Wilco Holdco, Inc. received 130.3 million shares of the Company’s Class A common stock, par value $0.0001 per share, for the outstanding shares of Wilco Holdco common stock, par value $0.01 per share, that such stockholders owned. Upon conversion of unvested Incentive Common Units granted prior to the Business Combination under the Wilco Acquisition, LP 2016 Equity Incentive Plan, 2.0 million of these shares were restricted subject to vesting requirements, resulting in total unrestricted shares of 128.3 million and an exchange ratio of 136.7 unrestricted shares of ATI Physical Therapy, Inc. for every previously outstanding Wilco Holdco share. As of September 30, 2021, shares of Class A common stock reserved for potential future issuance, on an as-if converted basis, were as follows (in thousands): September 30, 2021 Shares available for grant under the ATI 2021 Equity Incentive Plan 20,728 Earnout Shares reserved 15,000 Class A common stock Warrants outstanding 9,867 Vesting Shares reserved (1) 8,625 Restricted shares (1,2) 1,403 Total shares of common stock reserved 55,623 (1) Represents shares of Class A common stock legally issued, but not outstanding, as of September 30, 2021. (2) Represents a portion of the 2.0 million restricted shares upon conversion following the Business Combination from unvested Incentive Common Units under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. |
Wilco Holdco Series A Preferred
Wilco Holdco Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Wilco Holdco Series A Preferred Stock | Wilco Holdco Series A Preferred Stock On May 10, 2016, Wilco Holdco, Inc. issued shares of Series A Preferred Stock (the “preferred stock”) for a total consideration value of $98.0 million. Prior to the Business Combination, the preferred stock was a class of equity that had priority over the Common Stock with respect to distribution rights, liquidation rights and dividend rights. The preferred stockholders, from and after issuance, were entitled to cumulative preferred dividends at an annual rate per share equal to 10.25% of the original issue price. The dividend rate of the preferred stock increased by 0.25% at the end of each fiscal quarter beginning after the second anniversary of the issuance of the preferred stock. Based on the terms of the preferred stockholder agreement, Wilco Holdco, Inc. was required to redeem all outstanding shares of preferred stock upon the occurrence of certain events, such as those related to full repayment of the first and second lien credit agreements or a deemed liquidating event. Based on these redemption requirements, the preferred stock was classified as debt (redeemable preferred stock) in the Company’s historical condensed consolidated balance sheets. Cumulative dividends related to the preferred stock were accrued as preferred dividends that increased the balance of the redeemable preferred stock on the Company’s condensed consolidated balance sheets and were recognized as interest expense on redeemable preferred stock in the Company’s condensed consolidated statements of operations. For the three months ended September 30, 2021 and 2020, the Company incurred cumulative preferred dividends related to the preferred stock of zero and $4.9 million , respectively. For the nine months ended September 30, 2021 and 2020, the Company incurred cumulative preferred dividends related to the preferred stock of $10.1 million, and $13.9 million, respectively. No dividends were paid related to the preferred stock. In connection with the Business Combination, holders of the outstanding shares of Series A Preferred Stock received a proportionate share of $59.0 million and 12.8 million shares of Class A common stock based on the settlement terms in the Merger Agreement. The Company recorded a loss on settlement of redeemable preferred stock in the condensed consolidated statement of operations of $14.0 million based on the value of the cash and equity provided to preferred stockholders in relation to the outstanding redeemable preferred stock liability. The balance of redeemable preferred stock was zero and $163.3 million as of September 30, 2021 and December 31, 2020, respectively. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liability | Warrant Liability The Company has outstanding Public Warrants to purchase an aggregate of 6.9 million shares of the Company’s Class A common stock and outstanding Private Placement Warrants to purchase an aggregate of 3.0 million shares of the Company's Class A common stock. There were no warrants exercised during the three and nine months ended September 30, 2021. The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in Accounting Standards Codification 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each Warrant must be recorded as a liability and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in change in fair value of warrant liability in the Company’s condensed consolidated statements of operations. The following table presents the change in the fair value of warrant liability, since the Closing Date of the Business Combination, that is recognized in the condensed consolidated statement of operations for the respective periods (in thousands): Private Placement Warrants Public Warrants Warrant Liability Fair value as of Business Combination, June 16, 2021 $ 8,099 $ 18,837 $ 26,936 Changes in fair value (1,365) (3,174) (4,539) Fair value as of June 30, 2021 $ 6,734 $ 15,663 $ 22,397 Changes in fair value (4,776) (11,109) (15,885) Fair value as of September 30, 2021 $ 1,958 $ 4,554 $ 6,512 Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants became exercisable 30 days after the completion of the Business Combination, subject to certain conditions, including that the Company maintains an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption for cash or for Class A common stock under certain circumstances. The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions, (ii) the Private Placement Warrants are non-redeemable (except under certain circumstances) so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (iii) the Private Placement Warrants may be exercised by the holders on a cashless basis, and (iv) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. |
Contingent Common Shares Liabil
Contingent Common Shares Liability | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Contingent Common Shares Liability | Contingent Common Shares Liability Earnout Shares Subject to the terms and conditions of the Merger Agreement, certain stockholders of Wilco Holdco, Inc. were provided the contingent right to receive, in the aggregate, up to 15.0 million shares of Class A common stock if, from the closing of the Business Combination until the 10 th anniversary thereof, the dollar volume-weighted average price (“VWAP”) of Class A common stock exceeds certain thresholds: – The first issuance of 5.0 million Earnout Shares will occur if the VWAP exceeds $12.00 for any 5 trading days within any consecutive 10 trading day period. – The second issuance of 5.0 million Earnout Shares will occur if the VWAP exceeds $14.00 for any 5 trading days within any consecutive 10 trading day period. – The third issuance of 5.0 million Earnout Shares will occur if the VWAP exceeds $16.00 for any 5 trading days within any consecutive 10 trading day period. The Earnout Shares are subject to acceleration in the event of a sale or other change in control if the holders of Class A common stock would receive a per share price in excess of the applicable Earnout Shares price target. The Company accounts for the potential Earnout Shares as a liability in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging, and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in the Company’s statements of operations. On June 16, 2021 , the Company estimated the fair value of the potential Earnout Shares to be $140.0 million . As of September 30, 2021, no Earnout Shares have been issued as none of the corresponding share price thresholds have been met. During the period from June 16, 2021 to September 30, 2021 , the fair value of the Earnout Shares decreased to $33.8 million , resulting in a gain of $92.9 million and a gain of $106.2 million fo r the three and nine months ended September 30, 2021, respectively, recorded as a component of change in fair value of contingent common shares liability in the condensed consolidated statement of operations. The fair value of the Earnout Shares as of September 30, 2021 was $33.8 million and was recorded as a component of contingent common shares liability in the condensed consolidated balance sheets. Refer to Note 14 - Fair Value Measurements for further details. Vesting Shares Subject to the terms and conditions of the Sponsor Letter Agreement that was executed in connection with the Merger Agreement, 8.6 million shares of Class F common stock of FAII outstanding immediately prior to the Business Combination converted to potential Class A common shares and became subject to vesting and forfeiture provisions. The Vesting Shares vest in three equal tranches of 2.9 million shares each if the trading price of common stock exceeds certain thresholds within 10 years of the Closing Date: – The first issuance of 2.9 million Vesting Shares will occur if the VWAP exceeds $12.00 for any 5 trading days within any consecutive 10 trading day period. – The second issuance of 2.9 million Vesting Shares will occur if the VWAP exceeds $14.00 for any 5 trading days within any consecutive 10 trading day period. – The third issuance of 2.9 million Vesting Shares will occur if the VWAP exceeds $16.00 for any 5 trading days within any consecutive 10 trading day period. The Vesting Shares are subject to acceleration in the event of a sale or other change in control if the holders of Class A common stock would receive a per share price in excess of the applicable Vesting Shares price target. The Company accounts for the Vesting Shares as a liability in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging, and is subject to re-measurement at each balance sheet date. Changes in fair value are recognized in the Company’s statements of operations. On June 16, 2021 , the Company estimated the fair value of the Vesting Shares to be $80.5 million. As of September 30, 2021, no Vesting Shares are outstanding as none of the corresponding share price thresholds have been met. During the period from June 16, 2021 to September 30, 2021 , the fair value of the Vesting Shares decreased to $19.4 million , resulting in a gain of $53.4 million and a gain of $61.1 million for th e three and nine months ended September 30, 2021, respectively, recorded as a component of change in fair value of contingent common shares liability in the condensed consolidated statements of operations. The fair value of the Vesting Shares as of September 30, 2021 was $19.4 million and was recorded as a component of contingent common shares liability in the condensed consolidated balance sheets. Refer to Note 14 - Fair Value Measurements for further details. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company determines fair value measurements used in its condensed consolidated financial statements based upon the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, with Level 1 having the highest priority and Level 3 having the lowest. • Level 1: Observable inputs, which include unadjusted quoted prices in active markets for identical instruments. • Level 2: Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instruments. • Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2021 and December 31, 2020 , respectively, the recorded values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and deferred revenue approximate their fair values due to the short-term nature of these items. The Company’s term loan and revolving line of credit are Level 2 fair value measures which have variable interest rates and, therefore, the recorded amounts approximate fair value. The Company utilizes the market approach valuation technique based on interest rates that are currently available to the Company for issuance of debt with similar terms and maturities. Fair value measurement of share-based financial liabilities The Company determined the fair value of the Public Warrant liability using Level 1 inputs. The Company determined the fair value of the Private Placement Warrant liability using the price of the Public Warrants as a Level 2 input. The Company determined the fair value of the Earnout Shares liability and Vesting Shares liability using Level 3 inpu ts. The contingent common shares contain specific market conditions to determine whether the shares vest based on the Company’s common stock price over a specified measurement period. Given the path-dependent nature of the requirement in which the shares are earned, a Monte-Carlo simulation was used to estimate the fair value of the liability. The Company’s common stock price was simulated to each measurement period based on the above methodology. In each iteration, the simulated stock price was compared to the conditions under which the shares vest. In iterations where the stock price corresponded to shares vesting, the future value of the vesting shares was discounted back to present value. The fair value of the liability was estimated based on the average of all iterations of the simulation. Inherent in a Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility based on the historical volatility of certain guideline companies as of the valuation date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected term of the Earnout Shares and Vesting Shares. The dividend yield percentage is zero based on the Company's current expectations related to the payment of dividends during the expected term of the Earnout Shares or Vesting Shares. The key inputs into the Monte Carlo option pricing model were as follows as of the Closing Date and September 30, 2021 for the respective Level 3 instruments : Earnout Shares Vesting Shares June 16, 2021 September 30, 2021 June 16, 2021 September 30, 2021 Risk-free interest rate 1.56% 1.52% 1.56% 1.52% Volatility 39.03% 43.28% 39.03% 43.28% Dividend yield —% —% —% —% Expected term (years) 10.0 9.7 10.0 9.7 Share price $10.28 $3.80 $10.28 $3.80 The following table presents the changes in the fair value for the respective Level 3 instruments, since the Closing Date of the Business Combination, that is recognized in change in fair value of contingent common shares liability in the condensed consolidated statements of operations for the respective periods (in thousands): Earnout Shares Liability Vesting Shares Liability Fair value as of Business Combination, June 16, 2021 $ 140,000 $ 80,500 Changes in fair value (13,300) (7,648) Fair value as of June 30, 2021 $ 126,700 $ 72,852 Changes in fair value (92,900) (53,417) Fair value as of September 30, 2021 $ 33,800 $ 19,435 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate and income tax benefit for the three months ended September 30, 2021 were 7.8% and $28.3 million, compared to an effective tax rate and income tax expense of 69.4% and $2.3 million for the three months ended September 30, 2020. The effective tax rate and income tax benefit for the nine months ended September 30, 2021 were 6.9% and $58.5 million, compared to an effective tax rate and income tax expense of 254.5% and $4.1 million for the nine months ended September 30, 2020. The effective tax rate for the three and nine months ended September 30, 2021 was estimated based on full-year 2021 forecast. The estimated effective tax rate was different than the statutory rate primarily due to nondeductible transaction costs and interest expense on redeemable preferred stock. In addition, there was no basis in a significant component of the goodwill impaired for tax purposes. Therefore, a portion of the book impairment charge will never create a deduction for tax purposes in any period. As a result, this permanent difference has a substantial impact on the effective tax rate. The estimated effective tax rate applicable to year-to-date losses, in addition to the tax-effect of nondeductible impairment charges, nondeductible loss on settlement of redeemable preferred stock and fair value adjustments related to liability-classified share-based instruments, partially offset by increases in valuation allowances, resulted in a tax benefit of $28.3 million for the three months ended September 30, 2021, and a tax benefit of $58.5 million for the nine months ended September 30, 2021. The effective tax rate for the three and nine months ended September 30, 2020 was estimated based on full-year 2020 forecast. The effective tax rate was different than the statutory rate primarily due to nondeductible interest expense on redeemable preferred stock. The estimated effective tax rate applicable to year-to-date losses exclusive of discrete income, in addition to the tax-effect of income related to general distribution payments recognized under the Provider Relief Fund of the CARES Act, resulted in tax expense of $2.3 million for the three months ended September 30, 2020, and tax expense of $4.1 million for the nine months ended September 30, 2020. In evaluating the Company's ability to recover deferred income tax assets, all available positive and negative evidence is considered, including scheduled reversal of deferred tax liabilities, operating results and forecasts of future taxable income in each of the jurisdictions in which the Company operates. As of September 30, 2021, the Company determined that a significant portion of its federal and state net operating loss carryforwards with definite carryforward periods, state credits and certain deferred tax assets are not more likely than not to be realized based on the weight of available evidence. As a result, the Company recorded an increase of $19.1 million to its valuation allowance related to federal net operating loss carryforwards and an increase of $10.0 million to its valuation allowance related to state net operating loss carryforwards and certain deferred tax assets. These amounts were recorded during the three and nine months ended September 30, 2021 in income tax (benefit) expense in the condensed consolidated statement of operations. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases various facilities and office equipment for its physical therapy operations and administrative support functions under operating leases. The Company’s initial operating lease terms are generally between 7 and 10 years. Right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The amortization of operating lease ROU assets and the accretion of operating lease liabilities are reported together as fixed lease expense. The fixed lease expense is recognized on a straight-line basis over the life of the lease. Lease costs are included as components of clinic operating costs and selling, general and administrative expenses on the condensed consolidated statements of operations. Lease costs incurred by lease type were as follows for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Lease cost Operating lease cost $ 16,096 $ 15,874 $ 47,822 $ 47,996 Variable lease cost (1) 4,425 4,537 14,361 13,519 Total lease cost (2) $ 20,521 $ 20,411 $ 62,183 $ 61,515 (1) Includes short term lease costs, which are not material. (2) Sublease income was not material. Other supplemental quantitative disclosures were as follows for the periods indicated below (in thousands): Nine Months Ended September 30, 2021 September 30, 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 48,918 $ 45,625 Cash payments related to lease terminations $ 4,570 $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 19,370 $ 11,416 Average lease terms and discount rates as of September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term: Operating leases 6.5 years 6.7 years Weighted-average discount rate: Operating leases 6.5% 6.5% Estimated undiscounted future lease payments under non-cancellable operating leases, along with a reconciliation of the undiscounted cash flows to operating lease liabilities, respectively, at September 30, 2021 were as follows (in thousands): Year 2021 (remainder of year after September 30, 2021) $ 15,639 2022 66,396 2023 61,723 2024 54,841 2025 46,081 Thereafter 124,184 Total undiscounted future cash flows $ 368,864 Less: Imputed Interest (71,400) Present value of future cash flows $ 297,464 Presentation on Balance Sheet Current $ 48,499 Non-current $ 248,965 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company is a party to legal proceedings, governmental audits and investigations that arise in the ordinary course of business. Management is not aware of any legal proceedings, governmental audits and investigations of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require disclosure of the contingency and the possible range of loss. The outcome of any litigation and claims against the Company cannot be predicted with certainty, and the resolution of current or future claims could materially affect our future results of operations, cash flows, or financial position. Shareholder complaints On August 16, 2021, two purported ATI shareholders, Kevin Burbige and Ziyang Nie, filed a putative class action complaint in the U.S. District Court for the Northern District of Illinois against ATI, Labeed Diab, Joe Jordan, and Drew McKnight (collectively, the “ATI Individual Defendants”), and Joshua Pack, Marc Furstein, Leslee Cowen, Aaron Hood, Carmen Policy, Rakefet Russak-Aminoach, and Sunil Gulati (collectively, the “FVAC Defendants”). The Burbige/Nie complaint asserts claims against: (i) the ATI Individual Defendants under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and (ii) the ATI Individual Defendants and the FVAC Defendants under Section 14(a) of the Exchange Act. Plaintiffs Burbige and Nie purport to assert their claims on behalf of those ATI shareholders who purchased or otherwise acquired their ATI shares between April 1, 2021 and July 23, 2021, inclusive, and/or held FVAC Class A common shares as of May 24, 2021 and were eligible to vote at FVAC’s June 15, 2021 special meeting. On October 7, 2021, another purported ATI shareholder, City of Melbourne Firefighters' Retirement System ("City of Melbourne"), filed a putative class action complaint in the U.S. District Court for the Northern District of Illinois against the ATI Individual Defendants and the FVAC Defendants. Like the Burbige/Nie complaint, the City of Melbourne complaint asserts claims against (i) the ATI Individual Defendants under Sections 10(b) and 20(a) of the Exchange Act; and (ii) the ATI Individual Defendants and the FVAC Defendants under Section 14(a) of the Exchange Act. City of Melbourne purports to assert its claims on behalf of those ATI shareholders who purchased or otherwise acquired their ATI shares between February 22, 2021 and July 23, 2021, inclusive, and/or held FVAC Class A common shares as of May 24, 2021 and were eligible to vote at FVAC’s June 15, 2021 special meeting. The Burbige/Nie and City of Melbourne complaints generally allege that the proxy materials for the FVAC/ATI merger, as well as other ATI disclosures (including the press release announcing ATI’s financial results for the first quarter of 2021), were false and misleading (and, thus, in violation of Sections 10(b) and 14(a) of the Exchange Act) because they failed to disclose that: (i) ATI was experiencing attrition among its physical therapists; (ii) ATI faced increasing competition for clinicians in the labor market; (iii) as a result, ATI faced difficulty retaining therapists and incurred increased labor costs; (iv) also as a result, ATI would open fewer new clinics; and (v) also as a result, the defendants’ positive statements about ATI’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiffs seek money damages in an unspecified amount. Potential charges related to the complaints are not considered probable at this time. Regulatory matters On November 5, 2021, the Company received from the SEC a voluntary request for the production of documents relating to the earnings forecast and financial information referenced in the Company's July 26, 2021 Form 8-K and related matters. The Company is cooperating with the SEC in connection with this request. Registration rights The holders of the Vesting Shares and Private Placement Warrants (including any Class A common stock issuable upon the exercise of the Private Placement Warrants) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnifications The Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The ultimate cost of potential future litigation may exceed the Company’s current insurance coverages and may have a material adverse impact on our results of operations, cash flows and financial condition. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
(Loss) Earnings per Share
(Loss) Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings per Share | (Loss) Earnings per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. For the three and nine months ended September 30, 2020, preferred shares are treated as participating securities and therefore are included in computing earnings per common share using the two-class method. The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings as if the earnings for the year had been distributed. As the preferred stockholders do not participate in losses, for any periods with a net loss, there is no allocation to participating securities in the period. No undistributed earnings or losses were allocated to the preferred shares for the three and nine months ended September 30, 2021. As of the closing of the Business Combination, the Wilco Holdco Series A Preferred shares were no longer outstanding. The calculation of both basic and diluted (loss) earnings per share for the periods indicated below was as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Basic and diluted (loss) earnings per share: Net (loss) income $ (333,820) $ 1,022 $ (790,764) $ (2,488) Less: Net (loss) income attributable to non-controlling interest (2,109) 901 (4,569) 4,086 Less: Income allocated to participating securities — 12 — — (Loss) income available to common stockholders $ (331,711) $ 109 $ (786,195) $ (6,574) Weighted average shares outstanding (1) 196,996 128,286 155,197 128,286 Basic and diluted (loss) earnings per share $ (1.68) $ 0.00 $ (5.07) $ (0.05) (1) The weighted-average number of shares outstanding in periods presented prior to the closing of the Business Combination has been retrospectively adjusted based on the exchange ratio established through the transaction. There were no preferred or other dividends declared during any period presented. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding, as their impact would have been anti-dilutive. Figures presented are based on the number of underlying Class A common shares following the Business Combination (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Warrants 9,867 — 9,867 — Restricted shares (1) 1,403 — 1,403 — Total 11,270 — 11,270 — (1) Represents a portion of the 2.0 million restricted shares upon conversion following the Business Combination from unvested Incentive Common Units under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. 15.0 million Earnout Shares and 8.6 million Vesting Shares were excluded from the calculation of basic and diluted per share calculations as the vesting thresholds have not yet been met as of the end of the reporting period. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 25, 2021, the Company entered into an agreement to divest its Home Health service line. On October 1, 2021, the transaction closed with a sale price of $7.3 million. The major classes of assets and liabilities associated with the Home Health service line consisted of predominantly accounts receivable, accrued expenses and other liabilities which were not material. The Company evaluated events and transactions occurring subsequent to September 30, 2021. Based on this evaluation, it was determined that no subsequent events other than the items noted above and elsewhere in this Quarterly Report occurred that require recognition or disclosure in the condensed consolidated financial statements. |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Management believes the unaudited condensed consolidated financial statements for the interim periods presented contain all necessary adjustments to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. |
Recently Adopted Accounting Guidance and Recent Accounting Pronouncements | Recently adopted accounting guidance In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740) , which removes certain exceptions to the general principles in Topic 740 and simplifies the accounting for income taxes. This ASU is effective for the Company on January 1, 2022, with early adoption permitted. The Company early adopted this new accounting standard effective January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. Recent accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standard was subsequently amended by ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . This standard is optional and may be applied by entities after March 12, 2020, but no later than December 31, 2022. The Company has certain debt instruments for which the interest rates are indexed to the London InterBank Offered Rate (“LIBOR”), and as a result, is currently evaluating the effect that implementation of this standard will have on the Company’s consolidated operating results, cash flows, financial condition and related disclosures. |
Share-Based Compensation | Share-Based CompensationThe Company recognizes compensation expense for all share-based compensation awarded to employees, net of forfeitures, using a fair value-based method. The grant-date fair value of each award is amortized to expense on a straight-line basis over the award’s vesting period. Compensation expense associated with share-based awards is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Share-based compensation expense is adjusted for forfeitures as incurred. |
Leases | The Company leases various facilities and office equipment for its physical therapy operations and administrative support functions under operating leases. The Company’s initial operating lease terms are generally between 7 and 10 years. Right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The amortization of operating lease ROU assets and the accretion of operating lease liabilities are reported together as fixed lease expense. The fixed lease expense is recognized on a straight-line basis over the life of the lease. |
Overview of the Company (Tables
Overview of the Company (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of General Distribution Payments | The following table summarizes the quarterly recognition of general distribution payments recognized in other expense (income), net in the Company's 2020 statements of operations (in millions): Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Total $ — $ (44.3) $ (23.1) $ (24.1) $ (91.5) |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Summary of Shares Issued and Flow of Funds Related to Business Combination | Immediately following the Business Combination, there were 207.3 million shares issued and 196.6 million outstanding shares of common stock of ATI Physical Therapy, Inc., consisting of the following (in thousands): Class A Common Shares FAII Class A common stock prior to Business Combination 34,500 FAII Class F common stock prior to Business Combination (1) 8,625 Less: FAII Class A common stock redemptions (8,988) FAII common shares (Class A and Class F) 34,137 Add: Shares issued to Wilco Holdco stockholders (2, 3) 130,300 Add: Shares issued through PIPE investment 30,000 Add: Shares issued to Wilco Holdco Series A Preferred stockholders 12,845 Total shares issued as of the Closing Date of the Business Combination (4) 207,282 Less: Vesting Shares (1) (8,625) Less: Restricted shares (3) (2,014) Total shares outstanding as of the Closing Date of the Business Combination (4) 196,643 (1) Per the Merger Agreement, as of the closing of the Business Combination, all Class F shares converted into the equivalent number of Class A common shares and became subject to certain vesting and forfeiture provisions ("Vesting Shares") as detailed in Note 13 - Contingent Common Shares Liability. (2) Includes 1.2 million unrestricted shares upon conversion from vested ICUs under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. (3) Includes 2.0 million restricted shares upon conversion from unvested ICUs under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. (4) Excludes 15.0 million Earnout Shares, 6.9 million Public Warrants and 3.0 million Private Placement Warrants to purchase Class A common stock. Refer to Note 12 - Warrant Liability and Note 13 - Contingent Common Shares Liability for further details. The following table reflects the components of cash movement related to the Business Combination, PIPE investment and debt repayments (in thousands): Cash in trust with FAII as of the Closing Date of the Business Combination $ 345,036 Cash used for redemptions of FAII Class A common stock (89,877) FAII transaction costs paid at closing (25,821) Cash inflow from Business Combination 229,338 Wilco Holdco, Inc. transaction costs offset against proceeds (19,233) Net proceeds from FAII in Business Combination 210,105 Cash proceeds from PIPE investment 300,000 Repayment of second lien subordinated loan (231,335) Partial repayment of first lien term loan (216,700) Cash payment to Wilco Holdco Series A Preferred stockholders (59,000) Wilco Holdco, Inc. transaction costs expensed during the nine months ended September 30, 2021 (5,543) Net decrease in cash related to Business Combination, PIPE investment and debt repayments $ (2,473) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Net Operating Revenue By Major Service Line and Associated Payor Class | The following table disaggregates net operating revenue by major service line for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net patient revenue $ 141,855 $ 132,803 $ 420,805 $ 392,745 ATI Worksite Solutions (1) 8,626 7,897 25,830 22,688 Management Service Agreements (1) 4,201 4,249 11,523 12,021 Other revenue (1) 4,331 3,706 13,950 11,693 $ 159,013 $ 148,655 $ 472,108 $ 439,147 (1) ATI Worksite Solutions, Management Service Agreements and Other revenue are included within other revenue on the face of the condensed consolidated statements of operations. The following table disaggregates net patient revenue for each associated payor class as a percentage of total net patient revenue for the periods indicated below: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Commercial 56.3 % 54.3 % 56.0 % 52.4 % Government 24.3 % 22.2 % 23.6 % 21.9 % Workers’ compensation 13.7 % 16.8 % 14.8 % 18.3 % Other (1) 5.7 % 6.7 % 5.6 % 7.4 % 100.0 % 100.0 % 100.0 % 100.0 % |
Goodwill, Trade Name and Othe_2
Goodwill, Trade Name and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in The Carrying Amount of Goodwill | Changes in the carrying amount of goodwill consisted of the following (in thousands): Nine Months Ended September 30, 2021 Year Ended December 31, 2020 Beginning balance $ 1,330,085 $ 1,330,085 Reductions - impairment charges (726,798) — Additions – acquisitions — — Ending balance $ 603,287 $ 1,330,085 |
Schedule of Carrying Amounts of Indefinite-Lived Intangible Assets | The table below summarizes the Company’s carrying amount of trade name and other intangible assets at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Gross intangible assets: ATI trade name (1) $ 409,360 $ 643,700 Non-compete agreements 6,053 4,678 Other intangible assets 640 640 Accumulated amortization: Accumulated amortization – non-compete agreements (4,684) (4,437) Accumulated amortization – other intangible assets (274) (242) Total trade name and other intangible assets, net $ 411,095 $ 644,339 (1) Not subject to amortization. |
Schedule of Carrying Amounts of Finite-Lived Intangible Assets | The table below summarizes the Company’s carrying amount of trade name and other intangible assets at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Gross intangible assets: ATI trade name (1) $ 409,360 $ 643,700 Non-compete agreements 6,053 4,678 Other intangible assets 640 640 Accumulated amortization: Accumulated amortization – non-compete agreements (4,684) (4,437) Accumulated amortization – other intangible assets (274) (242) Total trade name and other intangible assets, net $ 411,095 $ 644,339 (1) Not subject to amortization. |
Schedule of Error Corrections and Prior Period Adjustments | A summary of the effect of the revision on the condensed consolidated balance sheet as of June 30, 2021 is as follows (in thousands): As of June 30, 2021 As reported Revision As revised Assets Goodwill $ 896,892 $ 13,787 $ 910,679 Total assets $ 2,086,497 $ 13,787 $ 2,100,284 Liabilities Deferred income tax liabilities $ 107,849 $ 452 $ 108,301 Total liabilities $ 1,264,219 $ 452 $ 1,264,671 Stockholders' equity Accumulated deficit $ (536,623) $ 13,335 $ (523,288) Total ATI Physical Therapy, Inc. equity $ 812,146 $ 13,335 $ 825,481 Total stockholders' equity $ 822,278 $ 13,335 $ 835,613 Total liabilities and stockholders' equity $ 2,086,497 $ 13,787 $ 2,100,284 A summary of the effect of the revision on the condensed consolidated statements of operations for the three and six months ended June 30, 2021 is as follows (in thousands): Three months ended June 30, 2021 As reported Revision As revised Goodwill and intangible asset impairment charges $ 467,118 $ (13,787) $ 453,331 Operating loss $ (458,057) $ 13,787 $ (444,270) Loss before taxes $ (472,644) $ 13,787 $ (458,857) Income tax benefit $ (20,183) $ 452 $ (19,731) Net loss $ (452,461) $ 13,335 $ (439,126) Net loss attributable to ATI Physical Therapy, Inc. (1) $ (448,692) $ 13,335 $ (435,357) Loss per share, Basic $ (3.22) $ 0.10 $ (3.12) Loss per share, Diluted $ (3.22) $ 0.10 $ (3.12) (1) The condensed consolidated statement of changes in stockholders' equity for the three months ended June 30, 2021 has been revised herein. Six months ended June 30, 2021 As reported Revision As revised Goodwill and intangible asset impairment charges $ 467,118 $ (13,787) $ 453,331 Operating loss $ (464,842) $ 13,787 $ (451,055) Loss before taxes $ (500,977) $ 13,787 $ (487,190) Income tax benefit $ (30,698) $ 452 $ (30,246) Net loss $ (470,279) $ 13,335 $ (456,944) Net loss attributable to ATI Physical Therapy, Inc. $ (467,819) $ 13,335 $ (454,484) Loss per share, Basic $ (3.49) $ 0.10 $ (3.39) Loss per share, Diluted $ (3.49) $ 0.10 $ (3.39) A summary of the effect of the revision on the condensed consolidated statement of cash flows for the six months ended June 30, 2021 is as follows (in thousands): Six months ended June 30, 2021 As reported Revision As revised Net loss $ (470,279) $ 13,335 $ (456,944) Goodwill and intangible asset impairment charges $ 467,118 $ (13,787) $ 453,331 Deferred income tax provision $ (30,698) $ 452 $ (30,246) Net cash used in operating activities $ (27,109) $ — $ (27,109) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Depreciation Expense | Property and equipment consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Equipment $ 34,882 $ 32,978 Furniture and fixtures 17,657 17,247 Leasehold improvements 173,494 162,853 Automobiles 19 19 Computer equipment and software 84,893 77,390 Construction-in-progress 12,637 9,594 323,582 300,081 Accumulated depreciation and amortization (188,720) (162,907) Property and equipment, net $ 134,862 $ 137,174 The following table presents the amount of depreciation expense recorded in rent, clinic supplies, contract labor and other and selling, general and administrative expenses in the Company’s condensed consolidated statements of operations for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Rent, clinic supplies, contract labor and other $ 6,512 $ 6,277 $ 19,492 $ 18,865 Selling, general and administrative expenses 2,583 3,558 8,219 10,627 Total depreciation expense $ 9,095 $ 9,835 $ 27,711 $ 29,492 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 CARES Act funds (1) $ 23,654 $ 21,031 Salaries and related costs 18,686 21,387 Accrued professional fees 3,406 2,049 Credit balance due to patients and payors 2,739 9,635 Revenue cycle management costs 1,321 2,469 Transaction-related costs (2) 207 2,547 Transaction-related amount due to former owners (3) — 3,611 Other payables and accrued expenses 7,492 7,961 Total $ 57,505 $ 70,690 (1) Includes current portion of MAAPP funds received and deferred employer Social Security tax payments. (2) Represents costs related to public readiness initiatives and corporate transactions. (3) Represents the amount due to former owners related to the Company’s utilization of net operating loss carryforwards generated prior to its acquisition of ATI Holdings Acquisition, Inc. |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 First lien term loan (1) (due May 10, 2023, with principal payable in quarterly installments) $ 557,090 $ 779,915 Second lien subordinated loan (2) — 231,335 Less: unamortized debt issuance costs (2,284) (8,933) Less: unamortized original issue discount (1,356) (2,732) Total debt, net $ 553,450 $ 999,585 Less: current portion of long-term debt (8,167) (8,167) Long-term debt, net $ 545,283 $ 991,418 (1) Interest rate of 4.5% at September 30, 2021 and December 31, 2020, with interest payable in designated installments (dependent upon the base interest rate election) at a variable interest rate. The effective interest rate for the first lien term loan was 4.9% at September 30, 2021 and December 31, 2020. (2) Loan balance was repaid in its entirety on June 16, 2021 as part of the Business Combination. The effective interest rate for the second lien term loan was 10.9% at December 31, 2020. |
Aggregate Maturities of Long-Term Debt | Aggregate maturities of long-term debt at September 30, 2021 are as follows (in thousands): 2021 (remainder of year after September 30, 2021) $ 2,041 2022 8,167 2023 546,882 Total future maturities 557,090 Unamortized original issue discount and debt issuance costs (3,640) Total debt, net $ 553,450 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Shares of Class A Common Stock Reserved for Potential Future Issuance | As of September 30, 2021, shares of Class A common stock reserved for potential future issuance, on an as-if converted basis, were as follows (in thousands): September 30, 2021 Shares available for grant under the ATI 2021 Equity Incentive Plan 20,728 Earnout Shares reserved 15,000 Class A common stock Warrants outstanding 9,867 Vesting Shares reserved (1) 8,625 Restricted shares (1,2) 1,403 Total shares of common stock reserved 55,623 (1) Represents shares of Class A common stock legally issued, but not outstanding, as of September 30, 2021. (2) Represents a portion of the 2.0 million restricted shares upon conversion following the Business Combination from unvested Incentive Common Units under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Warrant Liability | The following table presents the change in the fair value of warrant liability, since the Closing Date of the Business Combination, that is recognized in the condensed consolidated statement of operations for the respective periods (in thousands): Private Placement Warrants Public Warrants Warrant Liability Fair value as of Business Combination, June 16, 2021 $ 8,099 $ 18,837 $ 26,936 Changes in fair value (1,365) (3,174) (4,539) Fair value as of June 30, 2021 $ 6,734 $ 15,663 $ 22,397 Changes in fair value (4,776) (11,109) (15,885) Fair value as of September 30, 2021 $ 1,958 $ 4,554 $ 6,512 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Key Fair Value Measurement Inputs | The key inputs into the Monte Carlo option pricing model were as follows as of the Closing Date and September 30, 2021 for the respective Level 3 instruments : Earnout Shares Vesting Shares June 16, 2021 September 30, 2021 June 16, 2021 September 30, 2021 Risk-free interest rate 1.56% 1.52% 1.56% 1.52% Volatility 39.03% 43.28% 39.03% 43.28% Dividend yield —% —% —% —% Expected term (years) 10.0 9.7 10.0 9.7 Share price $10.28 $3.80 $10.28 $3.80 |
Schedule of Changes in Fair Value of Level 3 Instruments | The following table presents the changes in the fair value for the respective Level 3 instruments, since the Closing Date of the Business Combination, that is recognized in change in fair value of contingent common shares liability in the condensed consolidated statements of operations for the respective periods (in thousands): Earnout Shares Liability Vesting Shares Liability Fair value as of Business Combination, June 16, 2021 $ 140,000 $ 80,500 Changes in fair value (13,300) (7,648) Fair value as of June 30, 2021 $ 126,700 $ 72,852 Changes in fair value (92,900) (53,417) Fair value as of September 30, 2021 $ 33,800 $ 19,435 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost, Supplemental Cash Flow, and Other Information Related to Leases | Lease costs incurred by lease type were as follows for the periods indicated below (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Lease cost Operating lease cost $ 16,096 $ 15,874 $ 47,822 $ 47,996 Variable lease cost (1) 4,425 4,537 14,361 13,519 Total lease cost (2) $ 20,521 $ 20,411 $ 62,183 $ 61,515 (1) Includes short term lease costs, which are not material. (2) Sublease income was not material. Other supplemental quantitative disclosures were as follows for the periods indicated below (in thousands): Nine Months Ended September 30, 2021 September 30, 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 48,918 $ 45,625 Cash payments related to lease terminations $ 4,570 $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 19,370 $ 11,416 Average lease terms and discount rates as of September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term: Operating leases 6.5 years 6.7 years Weighted-average discount rate: Operating leases 6.5% 6.5% |
Schedule of Estimated Undiscounted Future Lease Payments | Estimated undiscounted future lease payments under non-cancellable operating leases, along with a reconciliation of the undiscounted cash flows to operating lease liabilities, respectively, at September 30, 2021 were as follows (in thousands): Year 2021 (remainder of year after September 30, 2021) $ 15,639 2022 66,396 2023 61,723 2024 54,841 2025 46,081 Thereafter 124,184 Total undiscounted future cash flows $ 368,864 Less: Imputed Interest (71,400) Present value of future cash flows $ 297,464 Presentation on Balance Sheet Current $ 48,499 Non-current $ 248,965 |
(Loss) Earnings per Share (Tabl
(Loss) Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Both Basic and Diluted Earnings (Loss) Per Share | The calculation of both basic and diluted (loss) earnings per share for the periods indicated below was as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Basic and diluted (loss) earnings per share: Net (loss) income $ (333,820) $ 1,022 $ (790,764) $ (2,488) Less: Net (loss) income attributable to non-controlling interest (2,109) 901 (4,569) 4,086 Less: Income allocated to participating securities — 12 — — (Loss) income available to common stockholders $ (331,711) $ 109 $ (786,195) $ (6,574) Weighted average shares outstanding (1) 196,996 128,286 155,197 128,286 Basic and diluted (loss) earnings per share $ (1.68) $ 0.00 $ (5.07) $ (0.05) (1) The weighted-average number of shares outstanding in periods presented prior to the closing of the Business Combination has been retrospectively adjusted based on the exchange ratio established through the transaction. |
Schedule of Antidilutive Securities Excluded From Computation of Diluted Shares Outstanding | For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding, as their impact would have been anti-dilutive. Figures presented are based on the number of underlying Class A common shares following the Business Combination (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Warrants 9,867 — 9,867 — Restricted shares (1) 1,403 — 1,403 — Total 11,270 — 11,270 — (1) Represents a portion of the 2.0 million restricted shares upon conversion following the Business Combination from unvested Incentive Common Units under the Wilco Acquisition, LP 2016 Equity Incentive Plan. Refer to Note 9 - Share-Based Compensation for further details. |
Overview of the Company - Narra
Overview of the Company - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)clinicstate | Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of stores | clinic | 900 | |||||
Number of stores under management service agreements | clinic | 26 | |||||
Number of states in which entity operates | state | 24 | |||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Accrued expenses and other liabilities | $ 70,690 | $ 57,505 | $ 70,690 | |||
Other non-current liabilities | 18,571 | 7,231 | 18,571 | |||
Accrued Expenses and Other Liabilities | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Deferral of social security tax | 5,500 | 5,500 | 5,500 | |||
Other Noncurrent Liabilities | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Deferral of social security tax | 5,500 | 5,500 | 5,500 | |||
CARES Act, Provider Relief Fund | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
General distributions received | 24,100 | $ 23,100 | $ 44,300 | $ 0 | 91,500 | |
CARES Act, MAAPP Funds | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
General distributions received | $ 26,700 | |||||
Repayments of funds | 8,500 | |||||
Accrued expenses and other liabilities | 15,500 | 18,200 | 15,500 | |||
Other non-current liabilities | $ 11,200 | $ 0 | $ 11,200 |
Overview of the Company - Gener
Overview of the Company - General Distributions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | |
CARES Act, Provider Relief Fund | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
General distributions received | $ (24.1) | $ (23.1) | $ (44.3) | $ 0 | $ (91.5) |
Basis of Presentation and Rec_3
Basis of Presentation and Recent Accounting Standards (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021USD ($)segment | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Accumulated deficit | $ | $ (854,999) | $ (523,288) | $ (68,804) |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 30, 2021USD ($) | Jun. 16, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 15, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares issued to Wilco Holdco stockholders (in shares) | 130,300 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Exchange ratio | 136.7 | |||||||
Common stock, shares issued (in shares) | 207,282 | 207,300 | 207,300 | 138,900 | ||||
Contingent common shares liability | $ | $ 53,235 | $ 53,235 | $ 0 | |||||
Common stock, shares outstanding (in shares) | 196,643 | 197,300 | 197,300 | 128,300 | ||||
Fair value of warrant liability | $ | $ 26,900 | $ 6,500 | $ 6,500 | |||||
Change in fair value of warrant liability | $ | $ (4,539) | $ (15,885) | $ 0 | (20,424) | $ 0 | |||
Transaction cost | $ | $ 5,543 | |||||||
Transaction cost off-set against additional paid-in capital | $ | $ 19,200 | |||||||
Earnout Shares | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Contingent common share liability (in shares) | 15,000 | |||||||
Contingent common share liability term | 10 years | |||||||
Public Warrants | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Number of shares called by each warrant | 6,900 | 6,900 | 6,900 | |||||
Change in fair value of warrant liability | $ | (3,174) | $ (11,109) | ||||||
Private Placement Warrants | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Number of shares called by each warrant | 3,000 | 3,000 | 3,000 | |||||
Warrants transferred and surrender in conjunction with business combination (in shares) | 3,000 | |||||||
Change in fair value of warrant liability | $ | $ (1,365) | $ (4,776) | ||||||
Earnout Shares Liability | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Contingent common shares liability | $ | $ 140,000 | 33,800 | $ 33,800 | |||||
Gain (loss) on derivative | $ | 92,900 | 106,200 | ||||||
Vesting Shares Liability | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Contingent common shares liability | $ | $ 80,500 | 19,400 | 19,400 | |||||
Gain (loss) on derivative | $ | $ 53,400 | $ 61,100 | ||||||
2016 Plan | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Unrestricted shares ( in shares) | 1,200 | |||||||
Wilco Holdco, Inc. | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Class A Common Stock | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Shares issued to Wilco Holdco stockholders (in shares) | 130,300 | |||||||
Shares issued to Wilco Holdco stockholders, value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Unrestricted shares ( in shares) | 128,300 | |||||||
Number of shares issued as consideration | 30,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ | $ 300,000 | |||||||
Equity consideration transferred in exchange for redemption of preferred stock | $ | $ 59,000 | |||||||
Equity consideration transferred in exchange for redemption of preferred stock (in shares) | 12,800 | |||||||
Class A Common Stock | FAII | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 34,500 | |||||||
Class A Common Stock | Fortress | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Number of shares issued as consideration | 7,500 | |||||||
Price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ | $ 75,000 | |||||||
Class A Common Stock | 2016 Plan | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Restricted shares (in shares) | 2,000 | |||||||
Class F Common Stock | FAII | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 8,625 |
Business Combination - Summary
Business Combination - Summary of Shares Issued and Outstanding (Details) - shares shares in Thousands | Jun. 16, 2021 | Sep. 30, 2021 | Jun. 15, 2021 | Dec. 31, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding | 196,643 | 197,300 | 128,300 | |
FAII common shares (Class A and Class F) | 34,137 | |||
Add: Shares issued to Wilco Holdco stockholders | 130,300 | |||
Add: Shares issued through PIPE investment | 30,000 | |||
Add: Shares issued to Wilco Holdco Series A Preferred stockholders | 12,845 | |||
Common stock, shares issued | 207,282 | 207,300 | 138,900 | |
Less: Vesting Shares | (8,625) | |||
Less: Restricted shares | (2,014) | |||
Common stock, shares outstanding | 196,643 | 197,300 | 128,300 | |
Public Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Number of shares called by each warrant | 6,900 | 6,900 | ||
Private Placement Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Number of shares called by each warrant | 3,000 | 3,000 | ||
2016 Plan | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Unrestricted shares | 1,200 | |||
Class A Common Stock | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Add: Shares issued to Wilco Holdco stockholders | 130,300 | |||
Unrestricted shares | 128,300 | |||
Class A Common Stock | 2016 Plan | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Restricted shares | 2,000 | |||
Class A Common Stock | FAII | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding | 34,500 | |||
Less: FAII Class A common stock redemptions | (8,988) | |||
Common stock, shares outstanding | 34,500 | |||
Class F Common Stock | FAII | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding | 8,625 | |||
Common stock, shares outstanding | 8,625 |
Business Combination - Flow of
Business Combination - Flow of Funds (Details) - USD ($) $ in Thousands | Jun. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | |||
Cash in trust with FAII as of the Closing Date of the Business Combination | $ 345,036 | ||
Cash used for redemptions of FAII Class A common stock | (89,877) | ||
FAII transaction costs paid at closing | (25,821) | ||
Cash inflow from Business Combination | 229,338 | $ 229,338 | $ 0 |
Wilco Holdco, Inc. transaction costs offset against proceeds | (19,233) | ||
Net proceeds from FAII in Business Combination | 210,105 | ||
Cash proceeds from PIPE investment | 300,000 | 300,000 | 0 |
Cash payment to Wilco Holdco Series A Preferred stockholders | (59,000) | (59,000) | $ 0 |
Wilco Holdco, Inc. transaction costs expensed during the nine months ended September 30, 2021 | (5,543) | ||
Net decrease in cash related to Business Combination, PIPE investment and debt repayments | $ (2,473) | ||
Second lien subordinated loan | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Repayments of debt | (231,335) | ||
First lien term loan | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Repayments of debt | $ (216,700) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue | $ 159,013 | $ 148,655 | $ 472,108 | $ 439,147 |
Net patient revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue | $ 141,855 | $ 132,803 | $ 420,805 | $ 392,745 |
Net operating revenue (as percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Net patient revenue | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue (as percent) | 56.30% | 54.30% | 56.00% | 52.40% |
Net patient revenue | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue (as percent) | 24.30% | 22.20% | 23.60% | 21.90% |
Net patient revenue | Workers’ compensation | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue (as percent) | 13.70% | 16.80% | 14.80% | 18.30% |
Net patient revenue | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue (as percent) | 5.70% | 6.70% | 5.60% | 7.40% |
ATI Worksite Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue | $ 8,626 | $ 7,897 | $ 25,830 | $ 22,688 |
Management Service Agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue | 4,201 | 4,249 | 11,523 | 12,021 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net operating revenue | $ 4,331 | $ 3,706 | $ 13,950 | $ 11,693 |
Goodwill, Trade Name and Othe_3
Goodwill, Trade Name and Other Intangible Assets - Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 910,679,000 | $ 1,300,000,000 | $ 1,330,085,000 | $ 1,330,085,000 |
Reductions - impairment charges | (307,400,000) | (433,200,000) | (726,798,000) | 0 |
Additions – acquisitions | 0 | 0 | ||
Ending balance | $ 603,287,000 | $ 910,679,000 | $ 603,287,000 | $ 1,330,085,000 |
Goodwill, Trade Name and Othe_4
Goodwill, Trade Name and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
Trade name and other intangible assets, net | $ 411,095 | $ 644,339 | ||
ATI trade name | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Gross intangible assets | 409,360 | $ 610,000 | $ 643,700 | 643,700 |
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross intangible assets | 6,053 | 4,678 | ||
Accumulated amortization | (4,684) | (4,437) | ||
Other intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross intangible assets | 640 | 640 | ||
Accumulated amortization | $ (274) | $ (242) |
Goodwill, Trade Name and Othe_5
Goodwill, Trade Name and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Goodwill impairment loss | $ 307,400,000 | $ 433,200,000 | $ 726,798,000 | $ 0 | ||
Goodwill | 603,287,000 | 910,679,000 | 603,287,000 | 1,330,085,000 | $ 1,300,000,000 | $ 1,330,085,000 |
ATI trade name | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Impairment of indefinite lived intangible assets | 200,600,000 | 33,700,000 | ||||
Gross intangible assets | $ 409,360,000 | $ 610,000,000 | $ 409,360,000 | $ 643,700,000 | $ 643,700,000 |
Goodwill, Trade Name and Othe_6
Goodwill, Trade Name and Other Intangible Assets - Schedule Of Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Goodwill | $ 603,287 | $ 910,679 | $ 1,300,000 | $ 1,330,085 | $ 1,330,085 | |||
Total assets | 1,568,403 | 2,100,284 | 2,610,372 | |||||
Deferred income tax liabilities | 79,882 | 108,301 | 138,547 | |||||
Total liabilities | 1,066,301 | 1,264,671 | 1,709,255 | |||||
Accumulated deficit | (854,999) | (523,288) | (68,804) | |||||
Total ATI Physical Therapy, Inc. equity | 495,199 | 825,481 | 884,030 | |||||
Total stockholders' equity | 502,102 | 835,613 | $ 880,789 | 901,117 | $ 901,214 | $ 900,852 | $ 895,614 | 904,919 |
Total liabilities and stockholders' equity | $ 1,568,403 | 2,100,284 | 2,610,372 | |||||
As reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Goodwill | 896,892 | |||||||
Total assets | 2,086,497 | |||||||
Deferred income tax liabilities | 107,849 | |||||||
Total liabilities | 1,264,219 | |||||||
Accumulated deficit | (536,623) | |||||||
Total ATI Physical Therapy, Inc. equity | 812,146 | |||||||
Total stockholders' equity | 822,278 | $ 901,117 | $ 904,919 | |||||
Total liabilities and stockholders' equity | 2,086,497 | |||||||
Revision | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Goodwill | 13,787 | |||||||
Total assets | 13,787 | |||||||
Deferred income tax liabilities | 452 | |||||||
Total liabilities | 452 | |||||||
Accumulated deficit | 13,335 | |||||||
Total ATI Physical Therapy, Inc. equity | 13,335 | |||||||
Total stockholders' equity | 13,335 | |||||||
Total liabilities and stockholders' equity | $ 13,787 |
Goodwill, Trade Name and Othe_7
Goodwill, Trade Name and Other Intangible Assets - Statement of Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Goodwill and intangible asset impairment charges | $ 508,972 | $ 453,331 | $ 0 | $ 453,331 | $ 962,303 | $ 0 | ||||
Operating (loss) income | (516,871) | (444,270) | 2,469 | (451,055) | (967,926) | 1,286 | ||||
(Loss) income before taxes | (362,107) | (458,857) | 3,344 | (487,190) | (849,297) | 1,610 | ||||
Income tax (benefit) expense | (28,287) | (19,731) | 2,322 | (30,246) | (58,533) | 4,098 | ||||
Net (loss) income | (333,820) | (439,126) | 1,022 | (456,944) | (790,764) | (2,488) | ||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ (331,711) | $ (435,357) | [1] | $ (19,127) | $ 121 | $ 2,741 | $ (9,436) | $ (454,484) | $ (786,195) | $ (6,574) |
Basic (in dollars per share) | $ (1.68) | $ (3.12) | $ 0 | $ (3.39) | $ (5.07) | $ (0.05) | ||||
Diluted (in dollars per share) | $ (1.68) | $ (3.12) | $ 0 | $ (3.39) | $ (5.07) | $ (0.05) | ||||
As reported | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Goodwill and intangible asset impairment charges | $ 467,118 | $ 467,118 | ||||||||
Operating (loss) income | (458,057) | (464,842) | ||||||||
(Loss) income before taxes | (472,644) | (500,977) | ||||||||
Income tax (benefit) expense | (20,183) | (30,698) | ||||||||
Net (loss) income | (452,461) | (470,279) | ||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ (448,692) | $ (467,819) | ||||||||
Basic (in dollars per share) | $ (3.22) | $ (3.49) | ||||||||
Diluted (in dollars per share) | $ (3.22) | $ (3.49) | ||||||||
Revision | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Goodwill and intangible asset impairment charges | $ (13,787) | $ (13,787) | ||||||||
Operating (loss) income | 13,787 | 13,787 | ||||||||
(Loss) income before taxes | 13,787 | 13,787 | ||||||||
Income tax (benefit) expense | 452 | 452 | ||||||||
Net (loss) income | 13,335 | 13,335 | ||||||||
Net (loss) income attributable to ATI Physical Therapy, Inc. | $ 13,335 | $ 13,335 | ||||||||
Basic (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||
Diluted (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||
[1] | Refer to Note 2 - Basis of Presentation and Recent Accounting Standards |
Goodwill, Trade Name and Othe_8
Goodwill, Trade Name and Other Intangible Assets - Schedule Of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net loss | $ (333,820) | $ (439,126) | $ 1,022 | $ (456,944) | $ (790,764) | $ (2,488) |
Goodwill and intangible asset impairment charges | $ 508,972 | 453,331 | $ 0 | 453,331 | 962,303 | 0 |
Deferred income tax provision | (30,246) | (58,533) | 4,087 | |||
Net cash (used in) provided by operating activities | (27,109) | $ (38,663) | $ 139,133 | |||
As reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net loss | (452,461) | (470,279) | ||||
Goodwill and intangible asset impairment charges | 467,118 | 467,118 | ||||
Deferred income tax provision | (30,698) | |||||
Net cash (used in) provided by operating activities | (27,109) | |||||
Revision | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net loss | 13,335 | 13,335 | ||||
Goodwill and intangible asset impairment charges | $ (13,787) | (13,787) | ||||
Deferred income tax provision | 452 | |||||
Net cash (used in) provided by operating activities | $ 0 |
Property and Equipment - Carryi
Property and Equipment - Carrying Amount (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 323,582 | $ 300,081 |
Accumulated depreciation and amortization | (188,720) | (162,907) |
Property and equipment, net | 134,862 | 137,174 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 34,882 | 32,978 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,657 | 17,247 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 173,494 | 162,853 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19 | 19 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 84,893 | 77,390 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,637 | $ 9,594 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 9,095 | $ 9,835 | $ 27,711 | $ 29,492 |
Rent, clinic supplies, contract labor and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 6,512 | 6,277 | 19,492 | 18,865 |
Selling, general and administrative expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 2,583 | $ 3,558 | $ 8,219 | $ 10,627 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
CARES Act funds | $ 23,654 | $ 21,031 |
Salaries and related costs | 18,686 | 21,387 |
Accrued professional fees | 3,406 | 2,049 |
Credit balance due to patients and payors | 2,739 | 9,635 |
Revenue cycle management costs | 1,321 | 2,469 |
Transaction-related costs | 207 | 2,547 |
Transaction-related amount due to former owners | 0 | 3,611 |
Other payables and accrued expenses | 7,492 | 7,961 |
Accrued expenses and other liabilities | $ 57,505 | $ 70,690 |
Borrowings - Long-term debt (De
Borrowings - Long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total future maturities | $ 557,090 | |
Less: unamortized debt issuance costs | (2,284) | $ (8,933) |
Less: unamortized original issue discount | (1,356) | (2,732) |
Total debt, net | 553,450 | 999,585 |
Less: current portion of long-term debt | (8,167) | (8,167) |
Long-term debt, net | 545,283 | 991,418 |
First lien term loan | ||
Debt Instrument [Line Items] | ||
Total future maturities | $ 557,090 | $ 779,915 |
State interest rate (in percent) | 4.50% | 4.50% |
Effective interest rate (in percent) | 4.90% | 4.90% |
Second lien subordinated loan | ||
Debt Instrument [Line Items] | ||
Total future maturities | $ 0 | $ 231,335 |
Effective interest rate (in percent) | 10.90% |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | Jun. 16, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Principal payments on long-term debt | $ 454,160,000 | $ 6,125,000 | ||||
Loss on extinguishment of debt | 5,534,000 | 0 | ||||
Proceeds from revolving line of credit | 0 | $ 68,750,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 70,000,000 | |||||
Proceeds from revolving line of credit | $ 49,800,000 | $ 19,000,000 | ||||
Borrowings outstanding | 0 | $ 0 | ||||
Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 15,000,000 | |||||
Letters of credit outstanding | $ 1,200,000 | $ 1,200,000 | ||||
First lien term loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal payments on long-term debt | $ 216,700,000 | |||||
Loss on extinguishment of debt | 1,700,000 | |||||
Limit of revolving loans, swingline loans, and letters of credit as a percent of the total revolving credit facility commitment (in percent) | 30.00% | |||||
Maximum debt to EBITDA ratio allowed | 6.25 | |||||
Limit on outstanding balance triggering springing maturity | $ 100,000,000 | |||||
Second lien subordinated loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal payments on long-term debt | 231,300,000 | |||||
Loss on extinguishment of debt | $ 3,800,000 |
Borrowings - Maturities (Detail
Borrowings - Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 (remainder of year after September 30, 2021) | $ 2,041 | |
2022 | 8,167 | |
2023 | 546,882 | |
Total future maturities | 557,090 | |
Unamortized original issue discount and debt issuance costs | (3,640) | |
Total debt, net | $ 553,450 | $ 999,585 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted in period (in shares) | 0 | 0 | ||
Shares authorized for issuance ( in shares) | 20,700,000 | 20,700,000 | ||
Service-Base Vesting | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Stock-based compensation expense | $ 1.5 | $ 0.5 | $ 2.4 | $ 1.4 |
Remaining unvested shares (in shares) | 300,000 | 300,000 | ||
Unrecognized compensation expense | $ 2.1 | $ 2.1 | ||
Period of recognition | 2 years 6 months | |||
Awards granted in period (in shares) | 0 | 0 | ||
Performance Shares | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ (0.3) | $ 2.4 | ||
Remaining unvested shares (in shares) | 600,000 | 600,000 | ||
Unrecognized compensation expense | $ 1.8 | $ 1.8 | ||
Period of recognition | 2 years 8 months 12 days | |||
Awards granted in period (in shares) | 0 | 0 | ||
Performance Shares | Maximum | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 8 years | |||
Performance Shares | Minimum | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares intend to cancel (in shares) | 500,000 | 500,000 | ||
Restricted Stock | 2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Increase in number of shares reserved (in shares) | 500,000 | 500,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jun. 16, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 470,000,000 | 470,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 207,282,000 | 207,300,000 | 138,900,000 |
Common stock, shares outstanding | 196,643,000 | 197,300,000 | 128,300,000 |
Shares issued to Wilco Holdco stockholders (in shares) | 130,300,000 | ||
Exchange ratio | 136.7 | ||
2016 Plan | |||
Class of Stock [Line Items] | |||
Unrestricted shares ( in shares) | 1,200,000 | ||
Wilco Holdco, Inc. | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued to Wilco Holdco stockholders (in shares) | 130,300,000 | ||
Shares issued to Wilco Holdco stockholders, value per share (in dollars per share) | $ / shares | $ 0.0001 | ||
Unrestricted shares ( in shares) | 128,300,000 | ||
Class A Common Stock | 2016 Plan | |||
Class of Stock [Line Items] | |||
Restricted shares (in shares) | 2,000,000 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares (Details) - shares shares in Thousands | Jun. 16, 2021 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 55,623 | |
Shares available for grant under the ATI 2021 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 20,728 | |
Earnout Shares reserved | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 15,000 | |
Class A common stock Warrants outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 9,867 | |
Vesting Shares reserved | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 8,625 | |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved | 1,403 | |
2016 Plan | Class A common stock, $0.0001 par value | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares (in shares) | 2,000 |
Wilco Holdco Series A Preferr_2
Wilco Holdco Series A Preferred Stock (Details) - USD ($) $ in Thousands, shares in Millions | Jun. 16, 2021 | May 10, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Loss on settlement of redeemable preferred stock | $ 14,000 | $ 0 | $ 0 | $ 14,037 | $ 0 | ||
Redeemable preferred stock | 0 | 0 | $ 163,329 | ||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Equity consideration transferred in exchange for redemption of preferred stock | $ 59,000 | ||||||
Equity consideration transferred in exchange for redemption of preferred stock (in shares) | 12.8 | ||||||
Wilco Holdco, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of preferred stock | $ 98,000 | ||||||
Annual dividend rate | 10.25% | ||||||
Quarterly increase in dividend rate after second anniversary | 0.25% | ||||||
Cumulative preferred dividends | $ 0 | $ 4,900 | $ 10,100 | $ 13,900 |
Warrant Liability - Narrative (
Warrant Liability - Narrative (Details) - $ / shares shares in Millions | Jun. 16, 2021 | Sep. 30, 2021 |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Exercise period | 30 days | |
Expiration period | 5 years | |
Period that warrants are not transferable, assignable, or salable | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of shares called by each warrant | 6.9 | 6.9 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of shares called by each warrant | 3 | 3 |
Warrant Liability - Warrant Lia
Warrant Liability - Warrant Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair value as of Business Combination, Beginning Balance | $ 26,936 | $ 22,397 | $ 0 | ||
Changes in fair value | (4,539) | (15,885) | $ 0 | (20,424) | $ 0 |
Fair value as of Business Combination, Ending Balance | 22,397 | 6,512 | 6,512 | ||
Private Placement Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair value as of Business Combination, Beginning Balance | 8,099 | 6,734 | |||
Changes in fair value | (1,365) | (4,776) | |||
Fair value as of Business Combination, Ending Balance | 6,734 | 1,958 | 1,958 | ||
Public Warrants | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair value as of Business Combination, Beginning Balance | 18,837 | 15,663 | |||
Changes in fair value | (3,174) | (11,109) | |||
Fair value as of Business Combination, Ending Balance | $ 15,663 | $ 4,554 | $ 4,554 |
Contingent Common Shares Liab_2
Contingent Common Shares Liability (Details) $ / shares in Units, $ in Thousands, shares in Millions | Jun. 16, 2021USD ($)day$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Derivative [Line Items] | ||||
Contingent common shares liability | $ | $ 53,235 | $ 53,235 | $ 0 | |
Earnout Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 15 | |||
Contingent common share liability term | 10 years | |||
First Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 5 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Second Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 5 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Third Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 5 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Vesting Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 8.6 | |||
Contingent common share liability term | 10 years | |||
First Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 2.9 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Second Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 2.9 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Third Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Contingent common share liability (in shares) | shares | 2.9 | |||
Threshold of trading days above stock price trigger (in days) | 5 | |||
Threshold consecutive trading days (in days) | 10 | |||
Earnout Shares Liability | ||||
Derivative [Line Items] | ||||
Contingent common shares liability | $ | $ 140,000 | 33,800 | 33,800 | |
Gain (loss) on derivative | $ | 92,900 | 106,200 | ||
Vesting Shares Liability | ||||
Derivative [Line Items] | ||||
Contingent common shares liability | $ | $ 80,500 | 19,400 | 19,400 | |
Gain (loss) on derivative | $ | $ 53,400 | $ 61,100 | ||
Weighted Average | First Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | |||
Weighted Average | Second Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | 14 | |||
Weighted Average | Third Issuance, Earnout Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | 16 | |||
Weighted Average | First Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | 12 | |||
Weighted Average | Second Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | 14 | |||
Weighted Average | Third Issuance, Vesting Shares | ||||
Derivative [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | $ 16 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement Inputs (Details) - Fair Value, Inputs, Level 3 | Sep. 30, 2021$ / shares | Jun. 16, 2021$ / shares |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout Shares | 0.0152 | 0.0156 |
Vesting Shares | 0.0152 | 0.0156 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout Shares | 0.4328 | 0.3903 |
Vesting Shares | 0.4328 | 0.3903 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout Shares | 0 | 0 |
Vesting Shares | 0 | 0 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout Share, Term | 9 years 8 months 12 days | 10 years |
Vesting Shares, Term | 9 years 8 months 12 days | 10 years |
Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout Shares | 3.80 | 10.28 |
Vesting Shares | 3.80 | 10.28 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Sep. 30, 2021 |
Earnout Shares Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of Business Combination, Beginning Balance | $ 140,000 | $ 126,700 |
Changes in fair value | (13,300) | (92,900) |
Fair value as of Business Combination, Ending Balance | 126,700 | 33,800 |
Vesting Shares Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of Business Combination, Beginning Balance | 80,500 | 72,852 |
Changes in fair value | (7,648) | (53,417) |
Fair value as of Business Combination, Ending Balance | $ 72,852 | $ 19,435 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||||
Effect income tax rate (in percent) | 7.80% | 69.40% | 6.90% | 254.50% | |||
Income tax (benefit) expense | $ (28,287) | $ (19,731) | $ 2,322 | $ (30,246) | $ (58,533) | $ 4,098 | |
Reduction in unrecognized tax benefit | $ 3,000 | ||||||
Deferred Tax Assets, Operating Loss Carryforward, Domestic | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Valuation allowance period increase | 19,100 | 19,100 | |||||
Deferred Tax Assets, Operating Loss Carryforward, State And Local | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Valuation allowance period increase | $ 10,000 | $ 10,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial operating lease term | 7 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Initial operating lease term | 10 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 16,096 | $ 15,874 | $ 47,822 | $ 47,996 |
Variable lease cost | 4,425 | 4,537 | 14,361 | 13,519 |
Total lease cost | $ 20,521 | $ 20,411 | $ 62,183 | $ 61,515 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 48,918 | $ 45,625 |
Cash payments related to lease terminations | 4,570 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 19,370 | $ 11,416 |
Leases - Other Information (Det
Leases - Other Information (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term: | 6 years 6 months | 6 years 8 months 12 days |
Weighted-average discount rate: | 650.00% | 650.00% |
Leases - Maturity (Details)
Leases - Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remainder of year after September 30, 2021) | $ 15,639 | |
2022 | 66,396 | |
2023 | 61,723 | |
2024 | 54,841 | |
2025 | 46,081 | |
Thereafter | 124,184 | |
Total undiscounted future cash flows | 368,864 | |
Less: Imputed Interest | (71,400) | |
Present value of future cash flows | 297,464 | |
Presentation on Balance Sheet | ||
Current | 48,499 | $ 52,395 |
Non-current | $ 248,965 | $ 253,990 |
(Loss) Earnings per Share - (Lo
(Loss) Earnings per Share - (Loss) Earnings per Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |||||||||
Net (loss) income | $ (333,820) | $ (439,126) | $ 1,022 | $ (456,944) | $ (790,764) | $ (2,488) | |||
Net (loss) income attributable to non-controlling interest | (2,109) | $ (3,769) | $ 1,309 | 901 | $ 1,855 | $ 1,330 | (4,569) | 4,086 | |
Less: Income allocated to participating securities | 0 | 12 | 0 | 0 | |||||
(Loss) income available to common stockholders, diluted | (331,711) | 109 | (786,195) | (6,574) | |||||
(Loss) income available to common stockholders, basic | $ (331,711) | $ 109 | $ (786,195) | $ (6,574) | |||||
Weighted average shares outstanding, basic (in shares) | 196,996 | 128,286 | 155,197 | 128,286 | |||||
Weighted average shares outstanding, diluted (in shares) | 196,996 | 128,286 | 155,197 | 128,286 | |||||
Basic and diluted (loss) earnings per share (in dollars per share) | $ (1.68) | $ (3.12) | $ 0 | $ (3.39) | $ (5.07) | $ (0.05) | |||
Basic and diluted (loss) earnings per share (in dollars per share) | $ (1.68) | $ (3.12) | $ 0 | $ (3.39) | $ (5.07) | $ (0.05) |
(Loss) Earnings per Share - Ant
(Loss) Earnings per Share - Antidilutive Securities (Details) - shares shares in Thousands | Jun. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 15, 2021 | Dec. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Total | 11,270 | 0 | 11,270 | 0 | |||
Common stock, shares outstanding (in shares) | 196,643 | 197,300 | 197,300 | 128,300 | |||
Earnout Shares | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Contingent common share liability (in shares) | 15,000 | ||||||
Class A common stock, $0.0001 par value | FAII | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 34,500 | ||||||
Class F Common Stock | FAII | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 8,625 | ||||||
2016 Plan | Class A common stock, $0.0001 par value | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Restricted shares (in shares) | 2,000 | ||||||
Warrants | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Total | 9,867 | 0 | 9,867 | 0 | |||
Restricted shares | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Total | 1,403 | 0 | 1,403 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Oct. 01, 2021USD ($) |
Subsequent Event | Home Health service line | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |
Subsequent Event [Line Items] | |
Sale price | $ 7,300 |
Uncategorized Items - ati-20210
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |