Private company
ATI Physical Therapy, Inc.
American nursing and personal care facilities services company1
In its 2025 annual report the company says: “We offer a variety of services within our clinics, including physical therapy to treat spine, shoulder, knee and neck injuries or pain; work injury rehabilitation services, such as work conditioning and work hardening; hand therapy; and other specialized treatment services. Our Company's team of professionals is dedicated to helping return patients to optimal physical health.”3 It is headquartered in Downers Grove, Illinois.1
Last updated Oct 21, 2026.
Overview
- IndustryServices-Nursing & Personal Care Facilities1
- HeadquartersDowners Grove, Illinois1
- Incorporated inDE2
- Business address2001 Butterfield Road, Suite 1600, Downers Grove, Il 605152
- Filer categoryNon-accelerated filer, Smaller reporting company2
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ATI Physical Therapy, Inc. and its subsidiaries (herein referred to as "we," "us," "our," "the Company" or "ATI") is a nationally recognized outpatient physical therapy provider in the United States specializing in outpatient rehabilitation and adjacent healthcare services, with 866 clinics located in 24 states (as well as 16 clinics under management service agreements) as of December 31, 2024. ATI Physical Therapy, Inc., was founded in 1996 under the name Assessment Technologies Inc. Fortress Value Acquisition Corp. II ("FAII" or "FVAC") was organized as a Delaware corporation in 2020 and assisted in our Company's initial public offering, upon which it was renamed to ATI Physical Therapy, Inc. We operate with a commitment to providing our patients, medical provider partners, payors and employers with evidence-based, patient-centric care.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Selling, general and admin13¢$99.7M
- Other costs87¢$651.9M
- Income tax0¢$1.5M
Out of $753.1M in revenue.4 The company lost money this year.
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Revenue | $785.5M5 | $592.3M6 | $627.9M6 | $635.7M7 | $699.0M4 | $753.1M4 | |
| Selling, general and admin | $119.2M5 | $104.3M6 | $111.8M6 | $114.7M7 | $118.7M4 | $99.7M4 | |
| Operating income | $59.0M5 | -$913.0K6 | -$980.0M6 | -$539.7M7 | -$27.5M4 | $2.3M4 | |
| Income tax | -$44.0M5 | $2.1M6 | -$71.0M6 | -$48.5M7 | $2.6M4 | $1.5M4 | |
| Net income | $5.3M5 | -$5.4M6 | -$778.3M6 | -$492.4M7 | -$69.8M4 | -$58.3M4 | |
| Earnings per share | $0.045 | -$0.046 | -$4.696 | -$125.597 | -$31.934 | -$19.464 | |
| Earnings per share (diluted) | $0.045 | -$0.046 | -$4.696 | -$125.597 | -$31.934 | -$19.464 | |
| Shares (weighted, basic) | 165.8M shares6 | 4.1M shares7 | 4.1M shares4 | 4.3M shares4 | |||
| Shares (weighted, diluted) | 165.8M shares6 | 4.1M shares7 | 4.1M shares4 | 4.3M shares4 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Cash | $46.1M5 | $38.3M6 | $142.1M5 | $48.6M6 | $83.1M7 | $36.8M4 | $39.1M4 |
| Receivables | $82.5M6 | $80.7M7 | $88.5M4 | $102.0M4 | |||
| Current assets | $238.9M5 | $143.6M6 | $194.1M7 | $168.6M4 | $157.9M4 | ||
| Property, plant and equipment | $139.7M6 | $123.7M7 | $100.4M4 | $81.5M4 | |||
| Goodwill | $608.8M6 | $286.5M7 | $289.6M4 | $289.6M4 | |||
| Intangible assets | $411.7M6 | $246.6M7 | $245.9M4 | $245.5M4 | |||
| Total assets | $2.6B5 | $1.6B6 | $1.1B7 | $1.0B4 | $958.1M4 | ||
| Accounts payable | $15.1M6 | $12.6M7 | $14.7M4 | $18.2M4 | |||
| Short-term debt | $8.2M6 | $06 | |||||
| Current liabilities | $143.4M5 | $137.3M6 | $116.5M7 | $156.4M4 | $141.2M4 | ||
| Long-term debt | $991.4M5 | $543.8M6 | $531.6M6 | ||||
| Total liabilities | $1.7B5 | $1.1B6 | $890.2M7 | $878.7M4 | $883.3M4 | ||
| Retained earnings | -$847.1M6 | -$1.3B7 | -$1.4B4 | -$1.5B4 | |||
| Shareholders’ equity | $898.0M5 | $904.9M6 | $884.0M5 | $504.4M6 | $44.0M7 | -$101.0M4 | -$176.3M4 |
| Shares outstanding | 128.3M shares5 | 197.4M shares6 | 4.0M shares7 | 4.0M shares4 | 4.2M shares4 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Cash from operations | $47.9M5 | $138.6M6 | -$42.1M6 | -$65.5M7 | -$12.4M4 | -$19.2M4 | |
| Depreciation and amortization | $38.0M6 | $40.6M7 | $37.4M4 | $33.2M4 | |||
| Stock-based compensation | $5.8M6 | $7.4M7 | $8.8M4 | $9.7M4 | |||
| Capital spending | $41.2M5 | $21.9M6 | $40.3M6 | $28.1M7 | $17.3M4 | $14.8M4 | |
| Free cash flow | $6.7M | $116.7M | -$82.4M | -$93.7M | -$29.7M | -$34.0M | |
| Cash from investing | -$39.9M6 | -$28.0M7 | -$17.4M4 | -$14.3M4 | |||
| Cash from financing | -$11.5M6 | $128.1M7 | -$16.6M4 | $35.7M4 |
Corporate structure
ATI Physical Therapy, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of ATI Physical Therapy, Inc.
- ADVENT INTERNATIONAL, L.P. Filed SC 13D/A on ATI Physical Therapy, Inc., latest Dec 17, 2024 (5 filings since Nov 29, 2021)
- FIG Buyer GP, LLC Filed SC 13D/A on ATI Physical Therapy, Inc., latest Dec 2, 2024 (5 filings since May 21, 2024)
- Marathon Asset Management GP, L.L.C. Filed SC 13D/A on ATI Physical Therapy, Inc., latest Jun 12, 2024 (3 filings since Jun 26, 2023)
- Knighthead Capital Management, LLC Filed SC 13D/A on ATI Physical Therapy, Inc., latest May 10, 2024 (7 filings since Mar 4, 2022)
- CASPIAN CAPITAL LP Filed SC 13D on ATI Physical Therapy, Inc., latest Jun 27, 2023
- Onex Corporation Filed SC 13D on ATI Physical Therapy, Inc., latest Jun 26, 2023
- GLENVIEW CAPITAL MANAGEMENT, LLC Filed SC 13G/A on ATI Physical Therapy, Inc., latest Feb 14, 2022
- GRANDVIEW LLC Filed SC 13G/A on ATI Physical Therapy, Inc., latest Feb 14, 2022
- Linden Capital L.P. Filed SC 13G/A on ATI Physical Therapy, Inc., latest Jan 31, 2022
- ATI Physical Therapy, Inc. Downers Grove, Illinois
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What ATI Physical Therapy, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $346.6M4 Dec 31, 2024 | $342.1M4 Dec 31, 2023 | +1.3% |
| Accumulated depreciation | $265.0M4 Dec 31, 2024 | $241.6M4 Dec 31, 2023 | +9.7% |
| Property and equipment, net | $81.5M4 Dec 31, 2024 | $100.4M4 Dec 31, 2023 | −18.8% |
| Operating-lease assets (leased space) | $178.2M4 Dec 31, 2024 | $194.4M4 Dec 31, 2023 | −8.3% |
Real estate and locations
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $289.6M4 Dec 31, 2024 | $289.6M4 Dec 31, 2023 | 0% |
| Intangible assets, net (excluding goodwill) | $245.5M4 Dec 31, 2024 | $245.9M4 Dec 31, 2023 | −0.1% |
| Accumulated amortization | $913.0K4 Dec 31, 2024 | $2.2M4 Dec 31, 2023 | −58.1% |
Properties, in its own words
As of December 31, 2024, we have 866 clinics located in 24 states (as well as 16 clinics under management service agreements). We lease all of the properties used for our clinics under operating leases with initial lease terms typically ranging from seven (7) to ten (10) years with options to renew. We intend to enter leases for any new clinic locations. Our typical clinic occupies approximately 1,000 to 5,000 square feet.
We also lease our executive offices, which as of January 1, 2025, are located in Downers Grove, Illinois, under an operating lease expiring in December 2035. We currently lease approximately 23,000 square feet of space at our corporate offices. Our former corporate offices were located in Bolingbrook, Illinois under an operating lease expiring in December 2032. In December 2023, we entered into an agreement to sublease a portion of our former office space effective January 1, 2024 and the entire 135,000 square foot office space effective on January 1, 2025 through the expiration of the original lease term.
Item 2 of the 10-K filed Mar 18, 2025.3
Leadership
Who has led ATI Physical Therapy, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerSharon Vitti May 5, 2022 to now10
- Chief executive officerLabeed S. Diab Jun 28, 2021 to Jun 28, 202111
- Chief executive officerAndrew A. McKnight Aug 11, 2020 to Aug 18, 202012
- Chief financial officerScott Rundell Jan 17, 2025 to now13
- Chief financial officerDaniel Bass Aug 11, 2020 to Aug 18, 202014
- Chief operating officerRay Wahl Jun 28, 2021 to Nov 25, 202215
- Chief operating officerMicah B. Kaplan Aug 11, 2020 to Aug 11, 202016
Board members and other officers (30)
- Chief Accounting OfficerChristopher Thunander May 15, 2024 to now17
- Chief Growth OfficerScott Gregerson Jan 11, 2023 to now18
- Chief People OfficerEimile Tansey Aug 30, 2022 to now19
- Chief Information OfficerAugustus Oakes Jun 28, 2021 to now20
- Principal Accounting OfficerBrent Michael Rhodes Jun 28, 2021 to now21
- Chief Human Resources OfficerCedric T. Coco Jun 28, 2021 to Jun 28, 202122
- OfficerDiana Chafey Jun 28, 2021 to Sep 20, 202223
- Chief Development OfficerJoe Zavalishin Jun 28, 2021 to Mar 9, 202224
- Chief Growth OfficerNathan Bard Jun 28, 2021 to Jun 28, 202125
- Board memberLouis Hanover Feb 8, 2024 to now26
- Board memberAndrew Shannahan Jun 16, 2023 to Jun 16, 202327
- Board memberRandy Raisman Jun 16, 2023 to Jun 16, 202328
- Board memberDaniel Dourney Mar 7, 2022 to now29
- Board memberSharon Vitti May 5, 2022 to now10
- Board memberCarmine Petrone Jun 28, 2021 to Jun 28, 202130
- Board memberChris Krubert Jun 28, 2021 to Nov 26, 202131
- Board memberJames E. Parisi Jun 28, 2021 to now32
- Board memberJoanne Burns Jun 28, 2021 to now33
- Board memberJohn L. Maldonado Jun 28, 2021 to Jun 28, 202130
- Board memberTeresa Sparks Dec 29, 2021 to now34
- Board memberAaron F. Hood Aug 11, 2020 to Aug 11, 202035
- Board memberAndrew A. McKnight Aug 11, 2020 to Aug 18, 202012
- Board memberCarmen A. Policy Aug 11, 2020 to Aug 11, 202036
- Board memberJoshua A. Pack Aug 11, 2020 to Aug 18, 202037
- Board memberLeslee Cowen Aug 11, 2020 to Aug 11, 202038
- Board memberMarc Furstein Aug 11, 2020 to Aug 18, 202039
- Board memberRakefet Russak-Aminoach Aug 11, 2020 to Aug 11, 202040
- Board memberSunil Gulati Aug 11, 2020 to Aug 11, 202041
- General counselErik Kantz Nov 14, 2022 to now42
- General counselAlexander P. Gillette Aug 11, 2020 to Aug 18, 202043
Former names
- Fortress Value Acquisition Corp. IIJun 24, 2020 to Jun 9, 20212
Timeline
- Mar 4, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares44
- Jan 14, 20258-K Executive or director change45
- Jan 8, 20258-K Results of operations46
- Dec 23, 20248-K Executive or director change47
- Dec 17, 20248-K Entered a material agreement; New debt or obligation; Change to shareholders' rights48
- Dec 3, 20248-K Listing notice or transfer; Regulation FD disclosure; Other events49
- Nov 4, 20248-K Results of operations50
- Oct 2, 20248-K Entered a material agreement; New debt or obligation51
- Aug 5, 20248-K Results of operations52
- Jun 20, 20248-K Other events53
- Jun 12, 20248-K Executive or director change; Shareholder vote54
- May 14, 20248-K Executive or director change55
- May 5, 2022New chief executive Sharon Vitti becomes CEO10
- Jun 28, 2021New chief executive Labeed S. Diab becomes CEO11
- Aug 11, 2020New chief executive Andrew A. McKnight becomes CEO12
Calendar
When it reported results
- Jan 8, 2025Reported quarterly or annual results46
- Nov 4, 2024Reported quarterly or annual results50
- Aug 5, 2024Reported quarterly or annual results52
- May 6, 2024Reported quarterly or annual results56
- Feb 26, 2024Reported quarterly or annual results57
- Nov 6, 2023Reported quarterly or annual results58
- Aug 7, 2023Reported quarterly or annual results59
- May 8, 2023Reported quarterly or annual results60
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
293 filings to the SEC since October 2021: 4 annual reports, 10 quarterly reports, 47 major events, 156 insider forms, 25 large holders, 51 other. The latest 20:
- May 14, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 25, 20254 PRIMARY DOCUMENT EDGAR
- Mar 18, 202510-K EDGAR
- Mar 17, 202515-12G EDGAR
- Mar 14, 2025EFFECT EDGAR
- Mar 14, 2025EFFECT EDGAR
- Mar 14, 2025EFFECT EDGAR
- Mar 11, 2025S-8 POS EDGAR
- Mar 11, 2025S-8 POS EDGAR
- Mar 11, 2025POS AM EDGAR
- Mar 11, 2025POS AM EDGAR
- Mar 11, 2025POS AM EDGAR
- Mar 10, 20254 PRIMARY DOCUMENT EDGAR
- Mar 10, 20254 PRIMARY DOCUMENT EDGAR
The 293 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
6 open-market trades by officers, directors and large owners since October 2021: 5 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| May 12, 2023 | Rhodes Brent MichaelChief Accounting Officer | Sale | 30,476 | $0.24 | $7.3K | Form 4 |
| Nov 17, 2022 | Tansey EimileChief People Officer | Buy | 45,000 | $0.55 | $24.8K | Form 4 |
| Aug 17, 2022 | Parisi James E.Director | Buy | 26,000 | $0.96 | $25.0K | Form 4 |
| Aug 15, 2022 | Parisi James E.Director | Buy | 26,000 | $0.97 | $25.2K | Form 4 |
| Feb 25, 2022 | Dourney DanielDirector | Buy | 1,000 | $2.07 | $2.1K | Form 4 |
| Nov 30, 2021 | LARSEN JOHN LDirector | Buy | 10,000 | $3.63 | $36.3K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- ADVENT INTERNATIONAL, L.P.SC 13D/A, 5 filings Nov 29, 2021 to Dec 17, 202461
- FIG Buyer GP, LLCSC 13D/A, 5 filings May 21, 2024 to Dec 2, 202462
- Marathon Asset Management GP, L.L.C.SC 13D/A, 3 filings Jun 26, 2023 to Jun 12, 202463
- Knighthead Capital Management, LLCSC 13D/A, 7 filings Mar 4, 2022 to May 10, 202464
- CASPIAN CAPITAL LPSC 13D, 1 filing Jun 27, 202365
- Onex CorporationSC 13D, 1 filing Jun 26, 202366
- GLENVIEW CAPITAL MANAGEMENT, LLCSC 13G/A, 1 filing Feb 14, 202267
- GRANDVIEW LLCSC 13G/A, 1 filing Feb 14, 202268
- Linden Capital L.P.SC 13G/A, 1 filing Jan 31, 202269
SEC filer profile
How ATI Physical Therapy, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARATI Physical Therapy, Inc.1
- CIK0001815849
- Employer ID (EIN)85-14080393
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)8050 Services-Nursing & Personal Care Facilities1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address2001 Butterfield Road, Suite 1600, Downers Grove, IL 605151
- Phone630-296-22231
- Shares outstanding4,411,499 shares as of Feb 28, 20253
- Public float$7.5M as of Jun 30, 20243
- AuditorDeloitte and Touche LLP, Chicago, Illinois PCAOB ID 34; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceJun 24, 20201
- Filings394 in all: 4 (125), 8-K (59), 3 (45), 4/A (20), SC 13D/A (18), 424B3 (16), 10-Q (14), DEFA14A (14)1
All 40 form types
EFFECT (9), SC 13D (7), CORRESP (6), 10-K (5), POS AM (5), SC 13G (5), SC 13G/A (5), UPLOAD (5), 25-NSE (3), DEF 14A (3), S-1 (3), SC TO-I/A (3), ARS (2), S-1/A (2), S-8 (2), S-8 POS (2), 10-K/A (1), 144 (1), 15-12G (1), 3/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEFM14A (1), DRS (1), NT 10-Q (1), PRE 14A (1), PREM14A (1), PRER14A (1), S-3 (1), SC TO-I (1)
- Latest filingsAnnual report (10-K) Mar 18, 2025
Quarterly report (10-Q) Nov 4, 2024
Proxy statement (DEF 14A) Apr 26, 2024
Latest 8-K (8-K) Mar 4, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| ATIP | ||
| ATIPW |
From the cover page of the 10-K filed Mar 18, 2025 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks ATI Physical Therapy, Inc. names in Item 1A of its 10-K filed Mar 18, 2025: 66 risks under these headings, as written.3
- Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business. You should consider carefully the risks and uncertainties described below before deciding to invest in our common stock, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
- Risks Relating to Liquidity
- Our liquidity position raises substantial doubt about our ability to continue as a going concern.
- We may be unable to generate sufficient cash and may be required to take other actions, which may not be successful, to satisfy our obligations.
- We have outstanding indebtedness and may incur additional debt in the future.
- Certain of our borrowings and other obligations are based upon variable rates of interest, which could result in higher expense in the event of increases in interest rates.
- Our outstanding indebtedness and our Series A Senior Preferred Stock contains covenants that may limit certain operating and financial decisions. Non-compliance with these covenants may result in the acceleration of our indebtedness which could lead to bankruptcy, reorganization or insolvency.
- Risks Relating to our Business and Industry
- We depend upon governmental payors through Medicare and Medicaid reimbursement and decreases in Medicare reimbursement rates may adversely affect our financial results.
- We anticipate the federal and state governments to continue their efforts to contain growth in Medicaid expenditures, which could adversely affect our revenue and profitability.
- Payments we receive from Medicare and Medicaid are subject to potential retroactive reduction.
- We depend upon reimbursement by third-party payors.
The other 56 risks
- If payments from workers’ compensation payors are reduced or eliminated, our revenue and profitability could be adversely affected.
- Our payor contracts are subject to renegotiation or termination, which could result in a decrease in our revenue or profits.
- Billing disputes with third-party payors may decrease realized revenue and may lead to requests for recoupment of past amounts paid.
- We are subject to risks associated with public health crises, epidemics and pandemics.
- We are subject to increases in the cost inflation necessary for the provision of our services and we may not be able to fully offset this cost inflation on a timely basis or at all.
- We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations may be harmed.
- Rapid technological change presents us with significant risks and challenges.
- Inability to maintain high levels of service and patient satisfaction could adversely affect our business.
- Our current locations may become unattractive, and attractive new locations may not be available for a reasonable price, if at all, which could adversely affect our business.
- We may continue to close clinics and incur closure costs and losses.
- We may determine to sell one or more of our clinics, and any such divestiture could adversely affect our continuing business.
- Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics and populations of the local communities that we serve.
- Risks Relating to Our Operations
- We depend upon the cultivation and maintenance of relationships with the physicians and other referral sources in our markets.
- The impacts of weather, natural disasters, climate change and other catastrophic events may adversely affect our revenues and results of operations.
- Future acquisitions may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities.
- Failure of our third-party customer service and technical support providers to adequately address customers’ requests could harm our business and adversely affect our financial results.
- Our systems infrastructure may not adequately support our operations.
- Failure by us to maintain financial controls and processes over billing and collections or disputes with third-parties could have a significant negative impact on our financial condition and results of operations.
- Legal and Regulatory Risks Relating to Our Business
- Our operations are subject to extensive regulation.
- In conducting our business, we are required to comply with applicable state laws regarding fee-splitting and professional corporation laws.
- We face inspections, reviews, audits and investigations under federal and state government programs and payor contracts. These audits could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation.
- Our facilities are subject to extensive federal and state laws and regulations relating to the privacy of individually identifiable information.
- Our business may be adversely impacted by healthcare reform efforts, including repeal of or significant modifications to the ACA.
- Our failure to comply with labor and employment laws could result in monetary fines and penalties.
- We have been and may continue to be involved in legal proceedings; damage to our reputation or our failure to adequately insure against losses, including from substantial claims and litigation, could have an adverse impact on our operations, financial condition or prospects.
- Risks Relating to Our Human Resources
- Our facilities face competition for experienced physical therapists and other clinical providers and clinical staff that may increase labor costs and reduce profitability.
- Our ability to attract and retain talented executives and corporate employees.
- Our share-based compensation incentives may not be effective in attracting, retaining and motivating key personnel and employees.
- We face licensing and credentialing barriers, and associated variability across states is a risk to timely delivery of productive talent.
- Risks Relating to Our Information Technology
- We rely on information technology in critical areas of our operations, and a disruption relating to such technology could harm our financial condition.
- We use software vendors and network and cloud providers in our business and if they cannot deliver or perform as expected or if our relationships with them are terminated or otherwise change, it could have a material adverse effect on our business, financial condition and results of operations.
- We are a target of attempted cyber and other security threats and must continuously monitor and develop our IT networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact or which may cause a violation of HIPAA or HITECH and subject us to potential legal and reputational harm.
- Risks Relating to Our Accounting and Financial Policies
- We currently outsource, and from time to time in the future may outsource, a portion of our internal business functions to third-party providers. Outsourcing these functions has significant risks, and our failure to manage these risks successfully could materially adversely affect our business, results of operations and financial condition.
- If our estimates or judgments relating to our accounting policies prove to be incorrect, our results of operations could be adversely affected.
- The 2L Notes are accounted for as liabilities at fair value and the changes in value could have a material effect on our financial results.
- The IPO Warrants, Earnout Shares and Vesting Shares are accounted for as liabilities and the changes in value of these share-based instruments could have a material effect on our financial results.
- Impairments of our goodwill or other intangible assets may be material and have a material adverse effect on our business, financial condition, and results of operations.
- Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
- If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or failure to meet our periodic reporting obligations.
- Risks Relating to Ownership of Our Common Stock
- We have deregistered our common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock.
- There can be no assurance of an active, liquid and orderly trading market for our common stock or that investors will be able to sell their shares of common stock.
- Our common stock may be considered a “penny stock” and may be difficult to sell.
- The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our common stock.
- Our stock price and trading volume on the OTC Pink Open Market is volatile, which could result in rapid and substantial losses for our stockholders, who may lose all or part of their investment.
- Volatility in our common stock price may subject us to securities litigation.
- Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you are unlikely to receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
- We are a smaller reporting company and a non-accelerated filer, and the reduced disclosure requirements available to us may make our common stock less attractive to investors.
- Future issuances or sales, or the perception of future issuances or sales, by us or our stockholders of common stock or other voting securities or securities convertible into or exchangeable for our common stock in the public market or otherwise could cause the market price for our common stock to decline.
- The 2L Notes are convertible into common stock, and the conversion of our 2L Notes into common stock would dilute the ownership interest of our existing stockholders and may adversely affect our stock price.
- The Series B Preferred Stock stapled to the 2L Notes provide voting rights which will dilute the voting interests of our existing stockholders.
- Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
- Our Amended and Restated Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
- The Preferred Equityholders as a group have significant influence over us.
- If the Series A Senior Preferred Stock were to be redeemed, it may not be economically favorable to the Company and may lead to material adverse consequences for the Company and its other stakeholders.
- There is currently no market for our Series I Warrants and Series II Warrants and a market for our Series I Warrants and Series II Warrants may not develop, which would adversely affect the liquidity and price of our Series I Warrants and Series II Warrants.
Legal proceedings
From time to time, the Company may be involved in legal proceedings or subject to claims arising in the ordinary course of business. The outcome of any litigation and claims against the Company cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows, or financial condition. Refer to Note 17 - Commitments and Contingencies in the consolidated financial statements included in Part II, Item 8, of this Form 10-K for further details.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 14SEC EDGARDaniel Bass, Chief financial officer
- 15SEC EDGARRay Wahl, Chief operating officer
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- 19SEC EDGAREimile Tansey, Chief People Officer
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- 23SEC EDGARDiana Chafey, Officer
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- 25SEC EDGARNathan Bard, Chief Growth Officer
- 26SEC EDGARLouis Hanover, Board member
- 27SEC EDGARAndrew Shannahan, Board member
- 28SEC EDGARRandy Raisman, Board member
- 29SEC EDGARDaniel Dourney, Board member
- 30SEC EDGARCarmine Petrone, Board member
- 31SEC EDGARChris Krubert, Board member
- 32SEC EDGARJames E. Parisi, Board member
- 33SEC EDGARJoanne Burns, Board member
- 34SEC EDGARTeresa Sparks, Board member
- 35SEC EDGARAaron F. Hood, Board member
- 36SEC EDGARCarmen A. Policy, Board member
- 37SEC EDGARJoshua A. Pack, Board member
- 38SEC EDGARLeslee Cowen, Board member
- 39SEC EDGARMarc Furstein, Board member
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- 41SEC EDGARSunil Gulati, Board member
- 42SEC EDGARErik Kantz, General counsel
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- 45SEC EDGARExecutive or director change
- 46SEC EDGARResults of operations
- 47SEC EDGARExecutive or director change
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- 50SEC EDGARResults of operations
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- 52SEC EDGARResults of operations
- 53SEC EDGAROther events
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- 55SEC EDGARExecutive or director change
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