Loss per Share (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Calculation of Both Basic and Diluted Loss Per Share

The calculation of both basic and diluted loss per share for the periods indicated below was as follows (in thousands, except per share data):


	Year Ended
		December 31, 2024		December 31, 2023
Basic and diluted loss per share:
Net loss		$	(54,011)	$	(66,078)
Less: Net income attributable to non-controlling interests		4,288		3,717
Less: Series A Senior Preferred redemption value adjustments(1)		(362)		38,958
Less: Series A Senior Preferred cumulative dividend		26,167		23,219
Loss available to common stockholders		$	(84,104)	$	(131,972)

Weighted average shares outstanding(2)		4,321		4,133

Basic and diluted loss per share		$	(19.46)	$	(31.93)

(1) The Series A Senior Preferred Stock was remeasured to its redemption value during the periods presented. For the year ended December 31, 2023, this adjustment included a one-time recognition of a deemed dividend primarily from the original issue discount. For all periods presented, this adjustment included an incremental redemption value adjustment to reflect the carrying amount equal to what the redemption amount would be as if redemption were to occur at the end of the reporting period. Refer to Note 11 - Mezzanine and Stockholders' Equity for additional information.

(2) Included within weighted average shares outstanding are common shares issuable upon the exercise of the Series II Warrants, as the Series II Warrants are exercisable at any time for nominal consideration. As such, the shares are considered to be outstanding for the purpose of calculating basic and diluted loss per share.

Schedule of Antidilutive Securities Excluded From Computation of Diluted Shares Outstanding

For the periods presented, basic and diluted loss per share were equal. The following number of shares issuable related to outstanding securities could potentially dilute earnings per share in the future (in thousands):


	Year Ended
		December 31, 2024	December 31, 2023
2L Notes(1, 2)		11,506	8,625
Series I Warrants		105	105
IPO Warrants		197	197
Restricted shares(3)		—	5
Stock options		3,899	99
RSUs		449	767
RSAs		—	1
Total		16,156	9,799

(1) Potential dilution is reflected on an if-converted basis based on the principal amount of 2L Notes as of the end of the periods presented, and the Conversion Price in effect as of the end of the periods presented of $12.50 per share.

(2) Subsequent to December 31, 2024, the Company issued $26.0 million of Fourth Amendment 2L Notes, and the Conversion Price for the Company's outstanding 2L Notes was adjusted to $1.35 per share. These impacts are excluded from the potentially dilutive securities above, however, the number of shares issuable related to 2L Notes would be 125,794,076 as a result of these impacts. Refer to Note 8 - Borrowings for further information.

(3) Represents certain shares of Class A common stock legally issued, but not outstanding, as of the respective periods.

ATI Physical Therapy, Inc. 10-K