Fortress Value Acquisition Corp. II
Fortress Value Acquisition Corp. II — SPAC Merger (February 2021)
38 slides from Fortress Value Acquisition Corp. II's SPAC merger presentation, Feb 22, 2021
Slide 1: Investor Presentation February 2021
Exhibit 99.2 Investor Presentation December 2020 February 2021 1Exhibit 99.2 Investor Presentation December 2020 February 2021 1
Slide 2: Disclaimer
Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Wilco H
Slide 3: Today's Presenters
Today’s Presenters Labeed Diab Joseph Jordan Drew McKnight Micah Kaplan Chief Executive Officer Chief Financial Officer Chief Executive Officer Chief Operating Officer ATI Physical Therapy ATI Physical Therapy Fortress Value Fortress Value Acquisition Corp. II Acquisition Corp. II Past Experience Pa
Slide 4: Overview of FVAC II
Overview of FVAC II SPAC Overview Supported By Leading Investment Manager — Fortress Value Acquisition Corp. II (“FVAC II”) is a $345mm Special Purpose Acquisition Company sponsored by Fortress Credit and traded on the New York Stock Exchange under the ticker FAII ~850 ~$50bn — FVAC II’s IPO was com
Slide 5: Transaction Structure Aligns Long-Term Interests
Transaction Structure Aligns Long-Term Interests Attractive Entry Multiple Incentives Fully Aligned Among Shareholders (1) Enterprise Value / 2022E Adj. EBITDA 100% equity rollover / 21.7x 21.6x no cash proceeds 100% deferral of founder shares / 14.0x 50% of founder warrants cancelled / $75mm PIPE c
Slide 6: Investment Thesis
Investment Thesis 1 Large, Growing Industry on the “Right Side” of Healthcare 2 Industry-Leading Platform Driving High-Quality Outcomes 3 Strong Historical Growth and Momentum 4 Unified Brand with Local-Market Strategy Delivering Same-Clinic Growth 5 “Gold Standard” De Novo Program with Massive Whit
Slide 7: Company Overview
Company Overview 7Company Overview 7
Slide 8: ATI is the Premier Outpatient Physical Therapy Platform
ATI is the Premier Outpatient Physical Therapy Platform Company Overview ü Largest Single-Branded Physical Therapy (“PT”) #1 Independent Physical ~6.4 Million (1) (1) (2) Provider with 875 owned clinics across 25 states Therapy Provider Annual PT Visits ü Purpose-Built, Proprietary Electronic Medica
Slide 9: Market Opportunity to Drive Healthcare Cost Savings
Market Opportunity to Drive Healthcare Cost Savings Physical therapy and related services is a $40bn industry in the PT Can Reduce Costs And U.S. and a key component of total musculoskeletal (“MSK”) Improves Outcomes treatment spend U.S. Healthcare Patients who Spend $3.6tn $2,736 participate in PT
Slide 10: We Are Leading the Evolution of the Industry
We Are Leading the Evolution of the Industry Physical Healthcare 2.0 Physical Therapy 1.0 Consumer-driven Healthcare Referring physician Patients directing more $$; centered communications consumer experience and (1) 9.7 / (1) Average 4.8 Stars 10 96% Positive convenience key to success Integrated C
Slide 11: Platform Infrastructure Is Purpose Built For Scalability
Platform Infrastructure Is Purpose Built For Scalability 2017 - 2018 2020 2018 - 2019 Investment in Clinical Investment in Systems Investment in People Optimization ü Stable, reliable system ü Institutionalized workforce ü Continued improvements in clinical labor management model performance plannin
Slide 12: Data-Driven Platforms Delivering Superior Outcomes
Data-Driven Platforms Delivering Superior Outcomes (1) Superior Clinical Outcomes Proprietary EMR — In-house, proprietary EMR built 20% Industry ATI specifically for physical therapy that is unique in the industry — Embedded quality and compliance requirements allow clinicians to focus 15% on treati
Slide 13: Leveraging Value Proposition to Drive Results with Payors
Leveraging Value Proposition to Drive Results with Payors Leadership with Deep Payor Experience Momentum in the Shift to Value — New team focused ATI Since 2019 on segmenting and ü Moved in-network prioritizing payors based on profitabilityü Improved rates National JOE ZAVALISHIN Payor — Build relat
Slide 14: Our Team is Deep, Experienced and Public-Ready
Our Team is Deep, Experienced and Public-Ready ATI Since 2018 ATI Since 2006 ATI Since 2019 LABEED DIAB JOSEPH JORDAN RAY WAHL Chief Executive Officer Chief Financial Officer Chief Operating Officer ATI Since 2014 ATI Since 2019 ATI Since 2016 KATIE KOENIG NATE BARD JOE ZAVALISHIN Chief Strategy & C
Slide 15: Growth Strategy
Growth Strategy 15Growth Strategy 15
Slide 16: "Three Pillars" Strategy Driving Robust Growth
“Three Pillars” Strategy Driving Robust Growth Well positioned to deliver organic growth of 10%+ with additional upside from M&A 3 2 Expand Through Execute on “Gold Accretive M&A Standard” De Novos 1 Acquirer of choice in a highly fragmented industry Sophisticated site selection Optimize Channels to
Slide 17: Track Record of Strong Same-Clinic Volume Growth
1 Track Record of Strong Same-Clinic Volume Growth (1) Key Drivers of Same-Clinic Growth Historical Same-Clinic Volume Growth ê Strategies developed at local level, customized to unique conditions and opportunities in 8.0% respective locality ê Utilize salesforce to build relationships with prescrib
Slide 18: Multi-Channel Same-Clinic Volume "Funnel"
1 Multi-Channel Same-Clinic Volume “Funnel” Providers Consumers Direct to Employer — Hyper-local strategy; analytics — Retail convenience with clinics — Leverages outcomes to drive down identifies incremental referral located in highly attractive retail overall healthcare costs opportunities locatio
Slide 19: Case Study: ATI First Direct to Employer Channel
1 Case Study: ATI First Direct to Employer Channel Strategy Demonstrable Savings Significant Value to ATI ● Leverages clinical expertise and We partnered with a large union in the P Enhanced brand awareness outcomes data to unlock value for Midwest to deliver the right access for employers looking t
Slide 20: Future Upside Opportunity: New Offerings Expand Our Reach
1 Future Upside Opportunity: New Offerings Expand Our Reach Physical “Xperience” National TelePT Expanded New Channels Healthcare 2.0 Initiative Expansion Offerings Partnerships — Digitization and — National capability fully — Demonstrated benefits — Complementary — Opportunity to reinvent automatio
Slide 21: Our De Novo Program Is Unmatched in the Industry
2 Our De Novo Program Is Unmatched in the Industry Launched ~300 standalone de novos since 2016 with compelling unit economics that continue to outperform our underwriting curves (1) (2) De Novos Per Year Clinic Revenue ($ in millions) 2016 Vintage 92 2017 Vintage $143 2018 Vintage 2019 Vintage $96
Slide 22: De Novo Economics Are Highly Accretive & Predictable
2 De Novo Economics Are Highly Accretive & Predictable Typical De Novo Characteristics Typical Unit Economics CapEx (Renovations, Equip.) $200 - 300K ● Clinics are generally located in urban, well-trafficked areas st ● Average clinic is ~3,100 sq. feet staffed with four clinicians Upfront Losses (1
Slide 23: We've Built Proprietary Systems to Identify Future Sites
2 We’ve Built Proprietary Systems to Identify Future Sites Proprietary Logic Data Aggregation Analytics Actionable Data For: De Novo Planning ê Leverage Both Bottoms-Up and Top-Down Analyses Physician Referral Targeting ê Address opportunities at a 1x1 square mile level Competitor Analysisê Cross-Va
Slide 24: Nearly 10 Years of Whitespace in Existing States Alone
2 Nearly 10 Years of Whitespace in Existing States Alone Multi-Year De Novo Whitespace Whitespace in Context (# of clinics) — Through micro-geographical analytics we have identified whitespace “voids” for 931 potential future de novo clinics 931 ¡ 647 locations in existing regions 875 ¡ 284 opportun
Slide 25: Our M&A Platform is Ready For Future Acquisitions
3 Our M&A Platform is Ready For Future Acquisitions M&A Upside Supported by History of Highly Fragmented Industry Success and Investments in The Platform (1) ● We have realized highly attractive returns on our acquisitions from ~38,000 Outpatient PT Clinics in the U.S. 2014 to 2016 as we leveraged o
Slide 26: Financial Summary
Financial Summary 26Financial Summary 26
Slide 27: Track Record and Outlook for Robust Organic Growth
Track Record and Outlook for Robust Organic Growth (1) Revenue Adj. EBITDA ($ in millions) $903 $175 (2) $155 $785 $739 $731 $128 $119 $591 $94 $64 2018A 2019A 2020E 2021E 2022E 2018A 2019A 2020E 2021E 2022E COVID-19 Disruption COVID-19 Disruption ü Demonstrated above-market organic growthü Focused
Slide 28: Clear Path to $200+ million of Adj. EBITDA and Beyond
(1) Clear Path to $200+ million of Adj. EBITDA and Beyond ($ in millions) Significant upside through opportunistic Embedded EBITDA upside M&A in pipeline not from predictable de novo included in projections ramp to maturity Includes mature Deep pipeline to clinic growth and support 90+ de embedded r
Slide 29: Summary Historical and Projected Financials
Summary Historical and Projected Financials Return to Normalized Volumes ($ in millions) '19A-'22E CAGR 2018A 2019A 2020E 2021E 2022E 2023E 2024E 2025E Revenue $739 $785 $591 $731 $903 $1,007 $1,122 $1,242 4.8% (1) Clinic-Level Expenses 576 579 459 525 636 708 788 871 % of Revenue 78.0% 73.7% 77.6%
Slide 30: Transaction Overview
Transaction Overview 30Transaction Overview 30
Slide 31: Transaction Details
Transaction Details ($ and shares in millions except for per share items) Enterprise Valuation Sources and Uses Share Price $10.00 Sources $ % Total Shares 207.7 Cash in Trust $345 17% Common Equity to PIPE Investors 300 14% Equity Value $2,077 (7) Plus: Pro Forma Net Debt 373 Common Equity to Prefe
Slide 32: Public Company Benchmarking
Public Company Benchmarking EV / 2022E ’19A-’22E ’19A-’22E Adj. ‘22E Adj. Company (1) (1) (1) Adj. EBITDA Revenue Growth EBITDA Growth EBITDA Margin 14.0x4.8%12.3%19.3% 21.6x0.3% 5.5%16.2% 27.8x6.2% 14.6%14.6% 19.0x5.3% 14.0%13.1% 18.3x6.1% 9.4%11.5% ___________________________ Source: Public filing
Slide 33: Long-term Alignment of Interests: Sponsor Promote Restructured as Earn-Out
Long-term Alignment of Interests: SPAC Sponsor “Promote” Restructured as “Earn-Out” Size Structure Vesting Schedule 33% @ $12.00 / share Sponsor Promote Shares 8.625mm 33% @ $14.00 / share 33% @ $16.00 / share 50% cancellation of 5.933 million Sponsor Warrants 2.967mm outstanding private warrants Ve
Slide 34: Appendix
Appendix 34Appendix 34
Slide 35: ATI Will Be One of Two Pure-Play Public PT Companies
ATI Will Be One of Two Pure-Play Public PT Companies in a Highly Fragmented Field of Private Companies (1) ($ in millions) JVs with Owned Clinics Clinic Model Regional/Local with Unified 100% owned clinic model enables unified branding Brands National Brand Clinics 553 875 Large, independent pure-pl
Slide 36: Strong Current Sponsor With a Track Record in Healthcare
Strong Current Sponsor With a Track Record in Healthcare Selected Healthcare Investments — Advent International is one of the largest and most experienced global private equity firms (1) § ~$66bn assets under management (1) § ~470 employees and investment professionals — Healthcare is a core sector
Slide 37: 2020 Expected Performance vs. Budget
2020 Expected Performance vs. Budget ($ in millions) 2020 Plan vs. 2020 vs. 2020 Pre-COVID 2020E Plan 2021E Plan Visits (in '000s) 6,813 4,696 (31%) 5,977 (12%) Revenue $840 $591 (30%) $731 (13%) (1) (2) $147 $64 (56%) $119 (19%) Adjusted EBITDA % margin 17% 11% 16% COVID volume disruption (1) $147
Slide 38: Adjusted EBITDA Reconciliation
Adjusted EBITDA Reconciliation (1) 2018A 2019A 2020E ($ in millions) (2) Income (Loss) Before Income Taxes ($42) ($19) $21 Net Income Attributable to Non-Controlling Interests (4) (4) (5) (2) Interest Expense, Net 73 77 69 Depreciation & Amortization 38 39 40 EBITDA $65 $93 $125 (3) Business Optimiz
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