BOLINGBROOK, Ill., July 3, 2023
/PRNewswire/ -- ATI Physical Therapy, Inc. ("ATI" or the "Company")
(NYSE: ATIP), a nationally recognized outpatient physical therapy
provider in the United States, today announced that on
June 28, 2023, the Company received a
written notice (the "Notice") from the New York Stock Exchange (the
"NYSE") that the Company no longer satisfies the continued listing
standards set forth under Section 802.01B of the NYSE's Listed
Company Manual. The notice cited that the Company's average market
capitalization over a consecutive 30 trading-day period
was less than $50 million and, at the same time, the Company's
last reported stockholders' equity was less than $50 million.
As of June 27, 2023, the
30 trading-day average market capitalization was
approximately $41 million, and its
last reported stockholders' equity was approximately $20.5 million as of March
31, 2023.
According to NYSE procedures, the Company has 45 days from the
date the Notice was received to submit a business plan advising the
NYSE of the definitive action(s) the Company has taken, or is
taking, to bring it into compliance within 18 months of receipt of
the Notice. Within 45 days of its receipt, the NYSE will review the
plan and determine whether the Company has made a reasonable
demonstration to conform to the compliance requirements within
the 18-month period.
Pending NYSE acceptance of the plan, the Company's common stock
will continue to be listed and traded on the NYSE during
the 18-month period. Continued listing is also subject to
the Company's compliance with other applicable NYSE requirements
and to periodic NYSE review of the Company's progress toward
achieving the previously submitted plan.
In the interim, the Company's common stock will continue to
trade on the NYSE under the symbol "ATIP" with the designation of
".BC" to indicate the status of the shares as "below criteria," but
is otherwise not immediately impacted by the Notice.
The Notice also does not affect Securities and Exchange
Commission reporting obligations by the Company, nor does it
conflict with or prompt default under any of the Company's material
debt or other agreements.
In addition, in its June 28, 2023
written notice, the NYSE advised the Company that it remains
subject to the conditions set forth in the NYSE's November 18, 2022 letter regarding noncompliance
with the $1.00 over a 30 trading-day
average price standard. The Company believes that it is in the
process of regaining such compliance as a result of its previously
announced reverse stock split effective June
15, 2023.
ABOUT ATI PHYSICAL THERAPY
At ATI Physical Therapy, we are passionate about potential.
Every day, we restore it in our patients and activate it in our
team members in our more than 900 locations in 24 states. With
outcomes from more than 3 million unique patient cases, ATI is
making strides in the industry by setting quality standards
designed to deliver predictable outcomes for our patients with
musculoskeletal (MSK) issues. ATI's offerings span across a broad
spectrum for MSK-related issues. From preventative services in the
workplace and athletic training support to outpatient clinical
services and online physical therapy via our online platform,
CONNECT™, a complete list of our service offerings can
be found at ATIpt.com. ATI is based
in Bolingbrook, Illinois.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this communication are forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of the words such as
"believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "project,"
"forecast," "predict," "potential," "seem," "seek," "future,"
"outlook," "target" or similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding the impact of physical therapist
attrition and ability to achieve and maintain clinical staffing
levels and clinician productivity, anticipated visit and referral
volumes and other factors on the Company's overall profitability,
and estimates and forecasts of other financial and performance
metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the Company's
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of the Company.
These forward-looking statements are subject to a number of
risks and uncertainties, including:
- our liquidity position raises substantial doubt about our
ability to continue as a going concern;
- risks associated with liquidity and capital markets, including
the Company's ability to generate sufficient cash flows, together
with cash on hand, to run its business, cover liquidity and capital
requirements and resolve substantial doubt about the Company's
ability to continue as a going concern;
- our ability to meet financial covenants as required by our 2022
Credit Agreement;
- risks related to outstanding indebtedness and preferred stock,
rising interest rates and potential increases in borrowing costs,
compliance with associated covenants and provisions and the
potential need to seek additional or alternative debt or capital
financing in the future;
- risks related to the Company's ability to access additional
financing or alternative options when needed;
- our dependence upon governmental and third-party private payors
for reimbursement and that decreases in reimbursement rates,
renegotiation or termination of payor contracts or unfavorable
changes in payor, state and service mix may adversely affect our
financial results;
- federal and state governments' continued efforts to contain
growth in Medicaid expenditures, which could adversely affect the
Company's revenue and profitability;
- payments that we receive from Medicare and Medicaid being
subject to potential retroactive reduction;
- changes in Medicare rules and guidelines and reimbursement or
failure of our clinics to maintain their Medicare certification
and/or enrollment status;
- compliance with federal and state laws and regulations relating
to the privacy of individually identifiable patient information,
and associated fines and penalties for failure to comply;
- risks associated with public health crises, including COVID-19
(and any existing and future variants) and its direct and indirect
impacts on the business, which could lead to a decline in visit
volumes and referrals;
- risks related to the impact on our workforce of mandatory
COVID-19 vaccination of employees;
- our inability to compete effectively in a competitive industry,
subject to rapid technological change and cost inflation, including
competition that could impact our effectiveness of strategies to
improve patient referrals and our ability to identify, recruit and
retain skilled physical therapists;
- our inability to maintain high levels of service and patient
satisfaction;
- risks associated with the locations of our clinics, including
the economies in which we operate, size and expected growth of our
addressable markets, and the potential need to close clinics and
incur closure costs;
- our dependence upon the cultivation and maintenance of
relationships with customers, suppliers, physicians and other
referral sources;
- the severity of climate change or the weather and natural
disasters that can occur in the regions of the U.S. in which we
operate, which could cause disruption to our business;
- risks associated with future acquisitions, which may use
significant resources, may be unsuccessful and could expose us to
unforeseen liabilities;
- failure of third-party vendors, including customer service,
technical and IT support providers and other outsourced
professional service providers to adequately address customers'
requests and meet Company requirements;
- risks associated with our reliance on IT infrastructure in
critical areas of our operations including, but not limited to,
cyber and other security threats;
- a security breach of our IT systems or our third-party vendors'
IT systems may subject us to potential legal action and
reputational harm and may result in a violation of the Health
Insurance Portability and Accountability Act of 1996 or the Health
Information Technology for Economic and Clinical Health Act;
- maintaining clients for which we perform management and other
services, as a breach or termination of those contractual
arrangements by such clients could cause operating results to be
less than expected;
- our failure to maintain financial controls and processes over
billing and collections or disputes with third-parties could have a
significant negative impact on our financial condition and results
of operations;
- our operations are subject to extensive regulation and
macroeconomic uncertainty;
- our ability to meet revenue and earnings expectations;
- risks associated with applicable state laws regarding
fee-splitting and professional corporation laws;
- inspections, reviews, audits and investigations under federal
and state government programs and payor contracts that could have
adverse findings that may negatively affect our business, including
our results of operations, liquidity, financial condition and
reputation;
- changes in or our failure to comply with existing federal and
state laws or regulations or the inability to comply with new
government regulations on a timely basis;
- the outcome of any legal and regulatory matters, proceedings or
investigations instituted against us or any of our directors or
officers, and whether insurance coverage will be available and/or
adequate to cover such matters or proceedings;
- our facilities face competition for experienced physical
therapists and other clinical providers that may increase labor
costs and reduce profitability;
- risks associated with our ability to attract and retain
talented executives and employees amidst the impact of unfavorable
labor market dynamics and wage inflation, including potential
failure of steps being taken to reduce attrition of physical
therapists and increase hiring of physical therapists;
- risk resulting from the IPO Warrants, Earnout Shares and
Vesting Shares being accounted for as liabilities;
- further impairments of goodwill and other intangible assets,
which represent a significant portion of our total assets,
especially in view of the Company's recent market valuation;
- our inability to remediate the material weaknesses in internal
control over financial reporting related to income taxes and to
maintain effective internal control over financial reporting;
- costs related to operating as a public company; and
- risks associated with our ability to regain and sustain
compliance with the listing requirements of our securities on the
New York Stock Exchange ("NYSE").
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements.
Investors should also review those factors discussed in the
Company's amended S-1 registration statement filed with the SEC
on April 12, 2022 under the heading "Risk Factors," our
Form 10-K for the fiscal year ended December 31, 2022, the S-3
registration statement and amendments thereto dated August 10,
2022 and other documents filed, or to be filed, by ATI with
the SEC. New risk factors emerge from time to time and it is not
possible to predict all such risk factors, nor can the Company
assess the impact of all such risk factors on the business of the
Company or the extent to which any factor or combination of factors
may cause actual results to differ materially from those contained
in any forward-looking statements. All forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the foregoing cautionary
statements. Readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligations
to publicly update or revise any forward-looking statements after
the date they are made or to reflect the occurrence of
unanticipated events, whether as a result of new information,
future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect
the beliefs and opinions of the Company on the relevant subject.
These statements are based upon information available to the
Company, as applicable, as of the date of this communication, and
while the Company believes such information forms a reasonable
basis for such statements, such information may be limited or
incomplete, and statements should not be read to indicate that the
Company has conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are
inherently uncertain and you are cautioned not to unduly rely upon
these statements.
Category: Corporate Transactions
Contacts:
Investor Relations
Joanne Fong
SVP, Treasurer and Head of Investor Relations
ATI Physical Therapy
investors@atipt.com
630-296-2223 ext. 7131
Media
Genesa Garbarino
Garbo Communications
genesa@garbo.agency
424-499-7025
Rob Manker
Director of Customer Marketing & Public Relations
ATI Physical Therapy
warren.manker@atipt.com
630-296-2222 ext. 7432
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SOURCE ATI Physical Therapy