Fortress Value Acquisition Corp. II
Fortress Value Acquisition Corp. II — SPAC Merger (May 2021)
31 slides from Fortress Value Acquisition Corp. II's SPAC merger presentation, May 24, 2021
Slide 1: Healthcare Conference Presentation May 2021
CONFIDENTIAL CONFIDENTIAL Healthcare Conference Presentation May 2021 1CONFIDENTIAL CONFIDENTIAL Healthcare Conference Presentation May 2021 1
Slide 2: Disclaimer
CONFIDENTIAL 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 be
Slide 3: Disclaimer (cont.)
CONFIDENTIAL Disclaimer (cont.) INDUSTRY AND MARKET DATA Although all information and opinions expressed in this Presentation, including market data and other statistical information, were obtained from sources believed to be reliable and are included in good faith, Wilco and FVAC have not independe
Slide 4: Introductions
CONFIDENTIAL Introductions LABEED DIAB JOSEPH JORDAN Chief Executive Officer Chief Financial Officer Past Experience Past Experience © 2021 ATI Holdings, LLC 4 4CONFIDENTIAL Introductions LABEED DIAB JOSEPH JORDAN Chief Executive Officer Chief Financial Officer Past Experience Past Experience © 2021
Slide 5: ATI at a Glance
CONFIDENTIAL ATI at a Glance (4) Company Highlights Diversified Payor Mix Other — Largest Single-Branded Physical Therapy (“PT”) Provider with (1) 7% 882 owned clinics across 24 states Workers' Compensation — Highly focused on delivering the best treatment and 18% (2) experience for patients – Net P
Slide 6: Investment Highlights
CONFIDENTIAL Investment Highlights 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 Clinic P
Slide 7: Market Opportunity to Drive Healthcare Cost Savings
CONFIDENTIAL Market Opportunity to Drive Healthcare Cost Savings Physical therapy and related services is a $40bn industry in the PT PT Can Can Reduce Costs and Reduce Costs and U.S. and a key component of total musculoskeletal (“MSK”) Improves Outcomes Improves Outcomes treatment spend U.S. Healthc
Slide 8: We are Leading the Evolution of the Industry
CONFIDENTIAL We are Leading the Evolution of the Industry Physical Healthcare 2.0 Physical Therapy 1.0 Consumer-driven Healthcare Referring physician Patients directing more $$; (1) centered communications consumer experience and Average 4.8 Stars 96% Positive convenience key to success Integrated C
Slide 9: Data-Driven Platforms Delivering Superior Outcomes
CONFIDENTIAL 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
Slide 10: Leveraging Value Proposition to Drive Results with Payors
CONFIDENTIAL 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 profitability ü Improved rates National JOE ZAVALISHIN Payor
Slide 11: Our Team is Deep, Experienced and Public-Ready
CONFIDENTIAL Our Team is Deep, Experienced and Public-Ready ATI Since 2019 ATI Since 2018 ATI Since 2006 JOSEPH JORDAN RAY WAHL LABEED DIAB Chief Financial Officer Chief Operating Officer Chief Executive Officer ATI Since 2014 ATI Since 2019 ATI Since 2019 NATE BARD CEDRIC COCO JOE ZAVALISHIN Chief
Slide 12: "Three Pillars" Strategy Driving Robust Growth
CONFIDENTIAL “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 Novo Clinics 1 Acquirer of choice in a highly fragmented industry Sophisticated site selection
Slide 13: Track Record of Strong Same-Clinic Volume Growth
CONFIDENTIAL 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
Slide 14: Case Study: ATI First Direct to Employer Channel Strategy
CONFIDENTIAL 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 employ
Slide 15: De Novo Clinic Economics are Highly Accretive & Predictable
CONFIDENTIAL De Novo Clinic Economics are Highly Accretive & 2 Predictable Typical De Novo Clinic Characteristics Typical Unit Economics CapEx (Renovations, Equip.) $200 - 300K ● Clinics are generally located in urban, well-trafficked areas st ● Average clinic is ~3,100 sq. feet staffed with four cl
Slide 16: Nearly Years of Whitespace in Existing States Alone
CONFIDENTIAL 2 Nearly 10 Years of Whitespace in Existing States Alone Multi-Year De Novo Clinic Whitespace in Context Whitespace (# of clinics) — Through micro-geographical analytics we have identified whitespace “voids” for 931 potential future de novo clinics 931 ¡ 647 locations in existing region
Slide 17: Our M&A Platform is Ready for Future Acquisitions
CONFIDENTIAL 3 Our M&A Platform is Ready for Future Acquisitions M&A Upside Supported by History of Highly Fragmented Industry Success and Investments in the Platform (1) ● We have realized highly attractive returns on our acquisitions from ~38,000 Outpatient PT Clinics in the U.S. 2014 to 2016 as w
Slide 18: Track Record and Outlook for Robust Organic Growth
CONFIDENTIAL Track Record and Outlook for Robust Organic Growth (1) Revenue Adj. EBITDA ($ in millions) De Novo Clinics / Acqui- Novos (’22E-’25E): 470 $1,242 $268 $1,122 De Novo Clinics / Acqui- $235 Novos (’18A-’21E): $1,007 270 $203 $903 $175 (2) $785 $155 $739 $731 $128 $119 $592 $94 $64 2018A 2
Slide 19: YTD 2021 Update
CONFIDENTIAL YTD 2021 Update (1) Business Update Volume Per Day (VPD) Recovery ● Volume steadily increased year-to-date as COVID-19 83% vaccination rates rose and states gradually reopened 76% 72% ● Entered into six direct-to-employer contracts, adding to our ATIFirst service offering ● Opened 14 ne
Slide 20: Clear Path to $200+ million of Adj. EBITDA and Beyond
CONFIDENTIAL (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 clinic ramp to maturity 1 2 Includes mature Deep pipeline to clinic growth and s
Slide 21: Visibility into $175mm 2022E EBITDA
CONFIDENTIAL Visibility into $175mm 2022E EBITDA (1) EBITDA Driver Commentary Impact 1 Same store growth within existing ¡ ~3% annual EBITDA growth driven by top-line growth and ~$12mm Existing mature clinics (2017 and prior) SG&A leverage Clinics Growth Maturity of 2018 and 2019 de novo ¡ Clinic co
Slide 22: Appendix
CONFIDENTIAL Appendix 22CONFIDENTIAL Appendix 22
Slide 23: ATI Will be One of Two Pure-Play Public PT Companies
CONFIDENTIAL ATI Will be One of Two Pure-Play Public PT Companies in a Highly Fragmented Field of Private Companies (1) ($ in millions) JVs with Owned Clinics Clinic Model Regional/Local with Unified 100% owned clinic model enables unified branding Brands National Brand Clinics 554 882 Large, indepe
Slide 24: Summary Historical and Projected Financials
CONFIDENTIAL Summary Historical and Projected Financials Return to Normalized Volumes ($ in millions) '19A-'22E CAGR 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E Revenue $739 $785 $592 $731 $903 $1,007 $1,122 $1,242 4.8% (1) Clinic-Level Expenses 576 579 458 525 636 708 788 871 % of Revenue 78.0%
Slide 25: Adjusted EBITDA Reconciliation
CONFIDENTIAL Adjusted EBITDA Reconciliation 2018A 2019A 2020A ($ in millions) Income (Loss) Before Income Taxes ($55) ($34) $2 Net Income Attributable to Non-Controlling Interests (4) (4) (5) Interest Expense, Net 73 77 69 Interest Expense on Redeemable Preferred Stock 13 16 19 Depreciation & Amorti
Slide 26: Overview of FVAC II
CONFIDENTIAL 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 ~850 ~$50bn ~$50b
Slide 27: Transaction Structure Aligns Long-Term Interests
CONFIDENTIAL Transaction Structure Aligns Long-Term Interests Attractive Entry Multiple Incentives Fully Aligned Among Shareholders (1) Enterprise Value / 2022E Adj. EBITDA 100% equity rollover / 21.7x 21.6x no cash proceeds 100% deferral of founder shares / 14.0x 50% of founder warrants cancelled /
Slide 28: Transaction Details
CONFIDENTIAL Transaction Details ($ 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 Eq
Slide 29: Long-term Alignment of Interests: SPAC Sponsor Promote Restructured as Earn-Out
CONFIDENTIAL 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 privat
Slide 30: Public Company Benchmarking
CONFIDENTIAL Public Company Benchmarking EV / 2022E ’19A-’22E ’19A-’22E Adj. ‘22E Adj. Company (1) (1) (1) Adj. EBITDA Revenue Growth EBITDA Growth EBITDA Margin 14.0x 4.8% 12.3% 19.3% 20.6x 1.8% 0.4% 14.5% 22.4x 6.6% 15.9% 14.9% 17.4x 4.6% 13.6% 13.2% 17.5x 6.0% 3.4% 9.7% __________________________
Slide 31: Strong Current Sponsor With a Track Record in Healthcare
CONFIDENTIAL 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
Fortress Value Acquisition Corp. II — SPAC Merger (May 2021) on 6ix