Purple Innovation, Inc. · NASDAQ:PRPL
Purple Innovation — Global Partner Acquisition — SPAC Merger (January 2017)
38 slides from Purple Innovation's SPAC merger presentation, Jan 11, 2017
Slide 1: Investor Presentation | January 2017
Investor Presentation | January 2017
Slide 2: Disclaimer: Confidentiality and Use of Projections
2 Disclaimer Confidentiality The information in this presentation is highly confidential . The distribution of this presentation by an authorized recipient to any other person is unauthorized . Any photocopying, disclosure, reproduction or alteration of the contents of this presentation and any forw
Slide 3: Disclaimer: Use of non-GAAP Financial Measures
3 Disclaimer Use of non - GAAP Financial Measures This presentation includes non - GAAP financial measures of Sequel, including program revenue, EBITDA, adjusted EBITDA, adjusted EBITDA margin, free cash flows and free cash flow conversion . In this presentation, “program revenue” means total progra
Slide 4: Presenters and senior leadership
4 Presenters and senior leadership Co - Founder and Chairman of Sequel Former Co - Founder, President & COO, and CFO of Youth Services International (YSI) 18 years of experience with Sequel and 23 years of experience in the behavioral health industry Seasoned entrepreneurial executive involv
Slide 5: GPAC is a supportive, value-added partner to Sequel
5 GPAC is a supportive, value - added partner to Sequel Team members with a compelling track record of growing companies organically, through corporate development and mergers and acquisitions History of creating significant value for investors Expertise in taking companies public and navigating the
Slide 6: Agenda
6 Agenda 1 2 3 Business Overview Financial Overview Transaction Summary
Slide 7: Business Overview
Section 1 Business Overview Chea
Slide 8: Investment highlights
8 Investment highlights 1 Best - in - class behavioral healthcare provider with national scale Comprehensive service offering; superior quality and clinical capabilities L arge, growing market with significant barriers to entry Diversified revenue, geography, referral and payor mix Attractive financ
Slide 9: Scarcity value
9 Scarcity value Sequel has a growth and profitability profile unique within the behavioral health market Behavioral market focus Exclusive behavioral focus Revenue growth >10% 90%+ FCF and low capex
Slide 10: A mission-driven company
10 A mission - driven company Mission : … to prepare our clients to lead responsible and fulfilling lives by providing mentoring, education, and living support within a safe, structured, dynamic environment — whether on one of our campuses, in the community, or in their own homes . 1 Core Values H u
Slide 11: Best-in-class behavioral healthcare provider
11 Best - in - class behavioral healthcare provider L eading national provider of diversified behavioral health programs for children, adolescents, and adults – 44 programs across 19 states serving approximately 9,000 clients from 42 states and U.S. territories – Approximately 2,600 residential be
Slide 12: National platform of scale
12 States referring to Sequel National platform of scale 1 Residential Treatment Centers Community Based Services Intensive Treatment Centers 30 of 41 states have customer relationships longer than 10 years
Slide 13: Large addressable market opportunity with high barriers to entry
13 Large addressable market opportunity with high barriers to entry US behavioral healthcare industry encompasses services for individuals at risk of, or suffering from, mental, behavioral / developmental or addictive disorders – O ver 17,000 facilities and a combined annual industry spend of over
Slide 14: Mental health initiatives and funding have bipartisan support
14 ~ 200 150 145 122 98 0 50 100 150 200 250 Mental disorders total Heart conditions Trauma Cancer Pulmonary conditions (US$bn) Mental health initiatives and funding have bipartisan support Bipartisan support to increase mental health coverage through the 21 st Century Cures Act, which became law
Slide 15: Comprehensive program and service offering
15 Comprehensive program and service offering 3 Conduct disorder Substance use Sexual abuse Trauma resolution Delinquency ASD / SED Other conditions Our comprehensive set of services address the following behavioral health issues: Community - Based Services (“CBS”) Residential Treatment Centers (“RT
Slide 16: Superior quality of service
16 8% 4% 88% Satisfaction with provider performance 7% 3% Q uality and outcomes driven by focus on customized programs and treatment plans and impact of the n ormative culture approach C onducts a Youth Services Survey (YSS) with every discharged client – YSS is a standardized, nationally recogn
Slide 17: Compliance, performance and regulatory excellence
17 Compliance, performance and regulatory excellence to achieve better client outcomes Diverse and experienced team oversees compliance and ethics Propagate a culture of keeping client welfare first – Conduct staff conferences, webinars, training calls, email blasts, visual aids, and site visits
Slide 18: Diversified revenue, geography, referral and payor mix
18 State 39% MCOs / Commercial Insurance 19% County / Local 14% Medicaid 13% School Districts 6% Education 3% Private Pay 2% Other 4% Diversified revenue, geography, referral and payor mix We serve approximately 9,000 clients in three distinct program types, with facilities and programs in 19 US s
Slide 19: Financial Overview
Section 2 Financial Overview
Slide 20: Attractive financial profile
20 $16 $19 $20 $21 $26 $29 $37 $40 96.2% 92.8% 93.2% 91.2% 94.6% 92.0% 92.7% 93.0% 84% 86% 88% 90% 92% 94% 96% 98% 100% $0 $10 $20 $30 $40 $50 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017E CY 2017E FCF $16 $21 $22 $23 $27 $31 $40 $43 $0 $10 $20 $30 $40 $50 FY 2011 FY 2012 FY 2013 FY 2014
Slide 21: Well positioned to serve as industry consolidator
21 W ell positioned to serve as industry consolidator 6 Positioned for success as a public company with better access to capital required for future acquisitions and organic growth Organic growth strategy D evelop de novo programs to meet market demand where ROI target can be met Work proactivel
Slide 22: Successful track record of organic and inorganic growth
22 Successful track record of organic and inorganic growth 6 Over our 18 year history , we have consistently grown organically and diversified our programs through strategic acquisitions FY 2004 Mingus Mountain Academy added FY 2001 Woodward Academy added Sequel is formed and Clarinda Academy added
Slide 23: Proven organic growth strategy supported by business development
23 Proven organic growth strategy supported by business development Formalized business development process by establishing a business development team in 2014 to oversee organic growth projects at the program, division and corporate level, and by adding a proposal coordinator in 2016 to respond t
Slide 24: Proven track record of identifying and integrating acquisitions
24 3.9x Proven track record of identifying and integrating acquisitions Management has significant experience executing both tactical and strategic acquisitions; ten acquisitions completed since 2007 ranging in size from $3mm to $ 50mm in revenue – More than tripled the number of programs – Expand
Slide 25: Robust pipeline of accretive acquisition opportunities
25 Robust pipeline of accretive acquisition opportunities We seek acquisitions that provide additional diversification from a payor perspective, service type, client type or geographic location and a good management / cultural fit Our best - in - class clinical outcomes and highest - quality of
Slide 26: Deep bench of executives with proven track record
26 Deep bench of executives with proven track record 7 Talented and experienced management team, cultivating a staff culture of trust, respect and “doing the right thing” Jay Ripley Co - founder and Chairman 18 years with Sequel and 23 years of experience in the behavioral health industry Previo
Slide 27: Transaction Summary
Section 3 Transaction Summary
Slide 28: Transaction overview
28 Transaction overview Pro - forma enterprise value of $ 423.3mm Existing Sequel shareholders to be paid $105.0mm cash consideration and issued 4.5mm roll - over units in Sequel at close, exchangeable for GPAC shares – Approximately 6.3mm Sponsor warrants ceded to existing Sequel shareholders
Slide 29: Illustrative transaction terms
29 Illustrative transaction terms Pro - forma enterprise value Sources & uses Pro - forma for transaction close GPAC illustrative share price $10.00 Pro - forma shares outstanding ( millions) 1 22.4 Total equity value $223.5 (+) Pro - forma net debt 2 $137.5 (+) Roll - over preferred equity $62.2 3
Slide 30: Preliminary business combination timeline
30 Date Event Early January o Business combination agreement executed o Transaction announced January o Preliminary proxy materials filed with SEC Early March o Set record date for shareholder vote o Mail final proxy materials to shareholders April o Hold shareholder vote and close transaction Note:
Slide 31: Well-positioned with regard to industry valuation drivers
31 We are well - positioned with regard to industry valuation drivers Favorable growth profile, 22.5% program revenue CAGR from FY 2000 to FY 2017 High free cash flow conversion of greater than 90% over the past five fiscal years No material regulatory or litigation issues Diversified payor mix with
Slide 32: Capital efficient business model makes us unique
32 Our capital efficient business model makes us unique within the behavioral health and broader healthcare services universe… Stable o rganic g rowth x x x x x x x x Acquisition pipeline x x x x x x x x x Low operating expenditures x x x x x Low capital expenditures x x x x x Favo
Slide 33: Comparable companies profile
33 Commercial 90% Other 10% Medicare 9% Medicaid 25% Commercial 19% NHS 36% Other 11% State 39% MCOs / Commercial Insurance 19% County / Local 14% Medicaid 13% School Districts 6% Education 3% Private Pay 2% Other 4% Services Residential Treatment, Intensive Treatment, and Community Based Diversifie
Slide 34: Overview of Sequel's comparables
34 9.8x 16.2x 15.2x 12.0x 11.4x 10.9x 8.2x 8.0x 6.7x 0.0x 3.0x 6.0x 9.0x 12.0x 15.0x 18.0x Median: 11.1x 10.6x 25.1x 18.6x 18.3x 14.3x 12.8x 12.3x 11.1x 10.8x 0.0x 6.0x 12.0x 18.0x 24.0x 30.0x Median: 13.5x Overview of Sequel’s comparables Enterprise value / 2017E EBITDA Enterprise value / 2017E EBI
Slide 35: Sequel compares favorably on key operating metrics
35 16.0% 22% 18% 17% 16% 11% 9% 8% 4% 0% 5% 10% 15% 20% 25% Median: 13.3% Sequel compares favorably on key operating metrics 2017E Revenue Growth 1 2017E EBITDA Margin 2017E Cash Flow Conversion 5 Note: Market data as of 1/9/17 1 Growth includes both acquisition and organic revenue growth 2 Represen
Slide 36: Conclusion
36 Growing market $220+ billion; approximately 5% forward growth Significant upside opportunity in $23 billion ASD market Financial success Five year program revenue and adjusted EBITDA CAGRs 1 of 12.1% and 13.8%, respectively 90%+ free cash flow conversion Low capex <2.0% of revenue Attra
Slide 37: Appendix
Appendix ACQUISITION Cont A, anges,
Slide 38: Non-GAAP EBITDA reconciliation
38 Non - GAAP EBITDA reconciliation For fiscal year ended June 30, ($mm) 2014 % of program revenue 2015 % of program revenue 2016 % of program revenue Net income $10.8 6.3% $14.0 7.2% $18.6 8.9% Interest expense, net 6.8 4.0% 5.6 2.9% 4.9 2.4% Depreciation and amortization 2.7 1.6% 3.2 1.6% 2.8 1.4%
Global Partner Acquisition — SPAC Merger (January 2017) on 6ix