Good afternoon, everyone, and welcome to ATI Physical Therapy's Fourth Quarter and Full Year 2022 Earnings Conference Call and Webcast. [Operator Instructions] Today's call is being recorded.

On the call today is Sharon Vitti, Chief Executive Officer; Joseph Jordan, Chief Financial Officer; Chris Cox, Chief Operating Officer; and Joanne Fong, Senior Vice President, Treasurer and Head of Investor Relations. Ms. Fong, please go ahead..

Thank you, Kalia. Good afternoon, everyone, and thank you for joining us today.

Before we begin, I'd like to remind you that certain statements made during this call will be forward-looking statements that are subject to various risks and uncertainties and reflect our current expectations based on our beliefs, assumptions and information currently available to us.

Although we believe these expectations are reasonable, we undertake no obligation to revise any statements to reflect changes that occur after this call.

Descriptions of some of the factors that could cause actual results to differ materially from these forward-looking statements can be found in the Risk Factors section in the company's filings with the Securities and Exchange Commission.

In addition, please note that the company will be discussing certain non-GAAP financial measures that we believe are important in evaluating performance.

Details on the relationship between these non-GAAP measures to the most comparable GAAP measures and reconciliation of historical non-GAAP financial measures can be found in our earnings press release as posted on ATI's website and filed with the SEC. With that, I'll turn the call over to Sharon..

Thanks, Joanne, and welcome, everyone. Earlier today, we published our fourth quarter and full year 2022 results and announced a Transaction Support Agreement or TSA with our first lien lenders, preferred equity holders and the majority investors in our common stock.

To provide ATI with additional needed financial flexibility once the transactions contemplated by the TSA are finalized. Joe will discuss the TSA in more detail shortly. So in addition to finalizing the transactions contemplated by the TSA, a top priority at ATI continues to be achieving our near-term growth targets.

So our remarks today will be centered on our growth drivers across the 3 Ps in our practice. If you remember, those are the pipeline, provider base and provider productivity. I'll also cover 2022 performance highlights. Some of the initiatives we have underway, and I'll share our early 2023 performance trends.

Before I dive in, I need to thank all of our teams across the ATI family, including our providers in the clinic, those in our health services practices and our corporate team for their hard work and dedication.

This team of approximately 5,700 is resilient, tenacious and committed to improving access to high-quality care and delivering outcomes that enrich the lives of our patients. It's a really impressive group.

Underscoring the strength of our team, we again received an exceptional rating from CMS under the Medicare Merit-Based Incentive Payment System program and maintained high marks from our patients. So turning to our financial performance.

We had a good fourth quarter and delivered on our 2022 revenue and adjusted EBITDA guidance conveyed to our investors. Last year was a really important one of transformation for ATI as we added several new key team members, expanded roles and promoted talented colleagues.

We also maintained a discipline focus on managing our spending and cash burn, and we believe that our results demonstrate that our approach is taking hold. On our last call, we introduced you to Eimile Tansey, our new Chief People Officer. And today, we are pleased to introduce Chris Cox, our new Chief Operating Officer.

Chris joined us just at the end of the fourth quarter in December, bringing more than 17 years of health care experience, including over a decade focused on health care operations at scale. Another great addition to our team is Scott Gregerson, our new Chief Growth Officer, who joined us in early January 2023.

Scott has an extensive background in the provider and care delivery space, having spent over 2 decades developing and implementing growth in business development initiative.

Scott's focus this year is on driving growth in the business, while developing our long-term growth strategy to increase revenue and further position us as a leader in the musculoskeletal space. So turning to the 3 Ps of our practice. First, we have our pipeline.

As a reminder, in the beginning of -- at the end of 2021, we brought in a consultant to develop a new marketing and referral targeting strategy. So we took that in 2022 and implemented those recommendations and rebuilt our business development team, referral relationships we re-built, care brand and our go-to-market value props.

The BD team hit its stride in Q4. So we look at 2022, we started with referrals per day at approximately 80% of our pre-COVID levels and worked our way steadily to the mid-90s by Q4. In the first 2 months of 2023, referrals have exceeded pre-pandemic levels for the first time.

So looking at our second P provider productivity, we also excelled in the fourth quarter in our productivity. In the first 3 quarters of 2022, productivity plateaued relative to the comparative first 3 quarters in the prior year 2021.

In Q4, our providers focused on our commitment to our patients and the increased demand for care and they increase productivity in the fourth quarter and early 2023 to historical seasonal trends.

As across our national footprint, our team saw an average 9 visits per day per clinical FTE in the fourth quarter of 2022 and then carried that strong momentum into 2023 at 9.3 visits per day per clinical FTE in the 2023 year-to-date period. So looking at our third P, our provider base.

The labor market continues to be a headwind across PT practices and at ATI. Our clinical FTE metric was essentially flat throughout 2022, although there was a marginal uptick in the fourth quarter. Emily, our CPO has been intently focused on enhancing our talent acquisition team and updating our tools and tactics.

We've increased our investment in our TA unit and are aggressively working to grow our provider base. We remain vigilant with our strategies, investments and offerings to attract and retain vital providers. Emily is equally as focused on our ATI people and culture as they are the cornerstone of our care delivery organization.

She continues to modernize our programs and offerings to position ATI as an employer of choice for new and existing colleagues. Next, I'd like to provide an update on our geographic footprint optimization efforts.

On our last call, we discussed reviewing our clinic footprint and observed the top 80% of our clinics meeting or exceeding performance targets while 20% are underperforming. In 2022, we opened 36 De Novo clinics and closed and/or divested 23 clinics.

And then we kept that going in the first 2 months of 2023, we closed and/or divested 15 clinics and will continue to take swift action with select clinic locations to strengthen operations and redeployed these valuable providers to our busy clinics when possible. We finished 2022 strong and 2023 is off to a great start.

While labor market continues to be constrained, the entire ATI family is focused on growing the provider base, retaining our current providers and delivering excellent care, which we believe will contribute to meaningful financial results for our investors.

And as we move through 2023, we are acting with urgency to harness our recent momentum and continue driving improvement in the business. We all continue to be energized by the swift and impactful actions of our teams and the successes we have seen over the last 5 months.

So with that, I will turn it over to Chris for a discussion of our operations in his observation on the field..

Thank you, Sharon. I am thrilled to be here at ATI and my first 90 days have been active, engaging and productive. In my short time here, I have come to see that we have a very strong base, but also a tremendous opportunity to improve operational excellence across several areas while continuing to deliver the highest quality of care to our patients.

A few weeks after I joined the company, and I was able to attend our national leadership event, where we brought together every clinic director from across the country in addition to our field and corporate leadership teams to align on our 2023 priorities and discuss operational strategies and tactics for all of our clinics.

This was a great opportunity for me to meet and get to know our providers across our national footprint and hear about the things that motivate them in their roles.

Our providers are passionate about achieving outstanding outcomes for their patients, and I'm excited to be able to work alongside this team to increase patient access to high-quality physical therapy care and to exceed customer expectations.

In the fourth quarter, we elevated several individuals within my organization and reconfigured our field structure enhances our ability to drive consistent results across the country.

Gary Carlson was promoted to the newly created Senior Vice President of Field Operations position, which now oversees the entire outpatient clinic footprint across the country.

Gary is himself a well-respected physical therapist and a seasoned field leader who has been with ATI for approximately 10 years, having originally joined us when the clinic he owned was acquired by ATI.

Gary is also a military veteran and combining his experiences from the military and his history in physical therapy, has been valuable in coordinating multiple actions across functions and effectively leading a dispersed field team to execute against our plan.

As Sharon discussed, provider productivity reached historical seasonal highs under Gary's leadership. Results speak for themselves, and it was no easy feat to finish 2022 strong with the snowstorms that we experienced in December, the holiday season and the need to backfill the higher level of paid time off we see around that time of year.

And this performance has continued into the first 2 months of 2023 due to the continuation of deliberate tactics and actions.

In my experience, seeing this type of performance increase occurs so rapidly is unique, and feedback from the clinics has been that they now have better understanding of their priorities with clear expectations and road maps for how to achieve those expectations.

I want to thank Gary and the rest of our field team for their leadership, and I will continue to work with them on providing this clear guidance and expectations to our clinics. In addition to Gary's new role, we have a new SVP of Clinical Excellence and an SVP of Health Services.

These are equally important contributors to our results and to our go-forward strategies. These positions were also filled by widely respected and accomplished ATI-tenured employees in physical therapists.

One area of distinction for ATI is that our team has been collecting functional outcomes data for nearly a decade, and we currently have outcomes from more than 2.5 million unique patient cases to inform our clinical treatment plans.

This data not only shows that we deliver high-quality patient care, but it also allows us to differentiate in our discussions with payers and provider partners.

Another priority of mine is innovation of our processes and systems to support our field and clinic teams, and I've been reviewing our intake, referral management, scheduling and revenue cycle management processes. We have opportunities across each of these areas to reduce costs, enhance revenue and drive improved customer service and outcomes.

These results will be gained through process redesign, enhanced automation and in some cases, full technology overhauls. We are currently finalizing our prioritization and sizing of these initiatives, which I believe will drive enhanced value over the next couple of years.

I look forward to reporting on the progress of these initiatives in the coming quarters. Finally, as Emily and her team work to recruit and hire new providers, we remain focused on supporting our clinicians in the field so they can continue providing excellent care to our patients.

When our providers feel cared for by the organization, they in turn both take the best care of our patients and want to stay with our organization. So this is critical for us to minimize turnover.

Despite the tough labor market, our ATI clinical employee attrition rate was in the mid-20% throughout 2022, which was a significant improvement versus 2021.

While we cannot control the supply-demand balance in the macro physical therapy labor market, we will continue using all the tools we have to decrease turnover through both national and local engagement efforts. At the same time, we're driving accountability and ownership with our field teams to take all actions they can to improve staffing levels.

From leaning in with our talent acquisition team on referrals and hiring, we're working on specific tactics related to reducing non-value add work so that we can, therefore, increase the number of hours our clinicians are on the floor treating patients.

These actions have started to impact the productivity results that we referenced earlier, and we will continue to identify and drive new actions along the same lines. I want to personally thank our field clinic teams and health services teams who take care of our patients every day. Their success is ATI's success.

And everything we do is to support their efforts to help our patients return to better health. I'm very proud to be a part of the ATI team who are passionate about our overarching mission to helping patients reach their full potential. We look forward to seeing what we can achieve together.

Now I'd like to turn the call over to Joe to provide an in-depth review of our financial results..

Thank you, Chris, and thanks everyone for joining the call today. I will cover our fourth quarter and our full year 2022 financial results, and I'll touch on the Transaction Support Agreement that was announced earlier today. Starting with 2022 results.

Our net revenue in the fourth quarter was $162 million, which is a 3.9% increase year-over-year from $156 million in Q4 of the prior year. Net patient revenue was $146 million, increasing 4.2% year-over-year, while other revenue was $16 million, which is a 0.5% increase year-over-year.

Visits per day per clinic during the quarter was 24.1, sequentially increasing 0.9 visits from 23.2 in the third quarter. And while the fourth quarter is typically flat to marginally lower than the third quarter due to holidays and due to inclement weather, this was not the case in 2022.

We began execution in the fourth quarter with the new leadership team focused on clinic footprint optimization and our 4-wall operational plans. And the early results are starting to show in the form of stronger, more vibrant clinics, and in unit KPIs.

Visits per day per clinic increased 1.3 visits year-over-year in the fourth quarter of 2022 compared to being essentially flat year-over-year in the second quarter and the third quarter. Our rate per visit during the quarter was $103.99, which is an increase of 0.5% from $103.46 in the third quarter of 2022.

The improvement in rate was primarily due to mix shift in services driven by our patient base. Moreover, the rate per visit stabilized around $103 since the first quarter compared to the downward trend that we were experiencing during the highs of COVID.

Salaries and related costs in the fourth quarter of 2022 was $91 million, a 2.9% increase year-over-year from $88 million in Q4 of the prior year. PT salaries and related costs per visit during the quarter were $54.92, decreasing 2.3% from $56.20 in the third quarter and improving 1.4% year-over-year from $55.73 in the fourth quarter of 2021.

The decreases in cost per visit were primarily due to higher labor productivity as visits per day per clinical FTE was 9.0 in the fourth quarter, improving from 8.7 in the third quarter and 8.3 in Q4 of 2021. The decreases in cost per visit were partially offset by higher clinician labor costs due to the tight labor market.

Rent, clinic supplies, contract labor and other in the fourth quarter was $49 million, a 2.8% increase year-over-year from $48 million, primarily due to having more clinics.

PT rent, clinic supplies, contract labor and other per clinic during the quarter was approximately $51,000, decreasing 5% from $54,000 in the third quarter and essentially flat, increasing 0.5% compared to the fourth quarter prior year. The sequential decrease was primarily driven by less use of contract labor and the impact of cost control actions.

Provision for doubtful accounts during the quarter was approximately $2 million or 1.7% of PT revenue and has trended favorably each sequential quarter in 2022, starting at 3.7% of PT revenue in Q1. For the full year, the provision was 2.4% of PT revenue compared to full year 2021 at 2.9% and full year 2020 at 3.1%.

These improvements are a result of deliberate collection efforts by our team and those efforts remain ongoing in 2023.

SG&A during the quarter was $28 million, a 7.6% decrease year-over-year from $30 million in Q4 of the prior year, and it's primarily driven by lower non-ordinary legal and regulatory spend and executive search fees, partially offset by higher severance cost resulting from building out the new executive leadership team.

Noncash goodwill, intangible and other asset impairment charge in the fourth quarter was $96 million. And the impairments were due to a multitude of factors, which include valuation inputs such as the industry cost of capital and guideline public company multiples in addition to revised near-term company expectations given labor market headwinds.

Operating loss, excluding impairment charges in the fourth quarter of 2022 was $8 million, decreasing year-over-year from an operating loss of $12 million in Q4 of the prior year, which reflects early results of the multiyear business improvement initiatives that we started in the second half of 2022.

Notable below-the-line items during the quarter included income resulting from a decrease in the fair value of certain liabilities acquired in connection with our business combination that we entered into in June 2021, specifically the warrants and contingent common shares, which totaled $10 million.

The mark-to-market was based on fair value valuation analysis as of December 31, 2022.

Our interest expense in the fourth quarter was $13 million compared to $7 million in the fourth quarter of the prior year with the increase primarily driven by higher interest rates under the company's credit agreement at the year-end 2022 compared to the credit agreement at the year-end 2021 as well as an overall higher interest rate environment in 2022.

Income tax benefit for the quarter was $5 million, consistent with Q4 2021. Our net loss during the quarter was $102 million compared to net income of $2 million in the fourth quarter of 2021. For the full year 2022, revenue was $636 million, a 1.2% increase year-over-year from $628 million.

The revenue of $636 million compares to revenue guidance of $635 million to $655 million. While visits per day increased 5.9% year-over-year, rate per visit declined 2.3% in 2022, mostly driven by Medicare rate cuts, Medicare sequestration reductions and less favorable payer and state mix.

Adjusted EBITDA during the full year 2022 was approximately $7 million, decreasing year-over-year from $40 million in 2021. The $7 million of adjusted EBITDA compares to an adjusted EBITDA guidance range of $5 million to $15 million.

Cash generated during 2022 was approximately $35 million, broken down between $65 million used to fund operations, $28 million used in investing activities, and $128 million provided by financing activities.

Cash used in operations included $18 million in payments in connection with the Medicare accelerated and advanced payment program and deferral of employer portion of social security taxes under the CARES Act.

As of December 31, 2022, available liquidity was approximately $83 million, comprised of cash and cash equivalents with no available revolver capacity. Next, I would like to speak to the going concern opinion included in our filed Form 10-K. In accordance with U.S.

GAAP, an analysis was conducted contemplating our current liquidity and our projected cash flows for the next 12 months. And under that analysis, there's a risk that the company would not meet certain of its financial covenants in our credit agreement, which is the basis for our going concern conclusions.

As Sharon and Chris discussed, we're seeing improved operational performance in the clinics in 2023. We're also cognizant of the need to grow the provider base in a tight labor market, and it's important that we have financial flexibility as we execute against our strategy.

As such, we partnered with certain of our lenders, our preferred equity holders and the majority holders of our common stock to design new credit agreement terms to address potential liquidity constraints in the near term.

We entered into a Transaction Support Agreement this week, which was announced today, and we're currently working through the details and the definitive agreements.

The new and amended agreements are intended to enhance our liquidity position, putting funding in place for working capital purposes, should we need it as well as providing covenant relief as we execute our strategy. To that end, we reached agreement on a delayed draw of up to $25 million in the form of new second lien PIK exchangeable notes.

Additionally, we agreed to further increase cash available for operations by exchanging $100 million of our existing first lien term loan, which has required cash interest payments into new second lien PIK debt. We also agreed to amend our credit agreement to include less burdensome financial covenants.

Additional details of the TSA and the term sheet have been filed as an exhibit to our Form 10-K. We look forward to keeping you updated on our progress as we move through the execution phase of these transactions, which we expect to complete in the second quarter of 2023.

We also plan to provide guidance for fiscal year 2023 as part of our first quarter earnings release. I'll now turn the call back over to Sharon for closing remarks..

I am confident we have the right team and strategies in place. I look forward to providing updates as we make progress. On that note, because of our ongoing discussions to execute the transaction outlined in the Transaction Support Agreement, we will not be taking questions on today's call.

We will provide an update after the transaction is finalized, which, as Joe said, we expect to be in the second quarter. Appreciate everyone's time. Thank you, and I'll now hand it back to the operator..

And again, that will conclude today's conference. You may now disconnect. Thank you for joining us..