BEHAVIORAL HEALTH NEEDS PROJECTED TO INCREASE FOLLOWING QUARANTINES, PANDEMIC UNCERTAINY - BEHAVIORAL HEALTHCARE SERVICES INDUSTRY UPDATE | ...
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BEHAVIORAL HEALTH NEEDS PROJECTED TO INCREASE FOLLOWING QUARANTINES, PANDEMIC UNCERTAINY BEHAVIORAL HEALTHCARE SERVICES INDUSTRY UPDATE | FEBRUARY 2021 3
BEHAVIORAL HEALTHCARE SERVICES Needs Projected to Increase Following Pandemic TABLE OF CONTENTS INDUSTRY OUTLOOK Industry Outlook The Behavioral Healthcare Services industry continued to attract strong buyer M&A Overview interest despite economic headwinds and the global impacts of COVID-19 quarantines, as projected in our Q1 2020 report. Merger and acquisition Private Equity Activity (M&A) activity in 2020 moderately outpaced 2019, with 111 announced or Q&A with Cognitive Capital closed transactions. This compares to a 16% decline in deal volume across the Notable Transactions entire middle market, displaying the voracity of the Behavioral Healthcare Services industry in economic downturns. Capstone Deal Highlight Select Transactions The industry is expected to see strong growth in 2021, as COVID-19 has Public Company Data proved not only a physical health crisis, but a behavioral and mental health crisis as well due to prolonged lockdowns, job losses, and social isolation. In Report Contributors June, 41% of U.S. adults reported that they were struggling with substance use Firm Track Record disorders or mental health issues and 11% reported seriously considering suicide, according to the Centers for Disease Control and Prevention (CDC).1 Additionally, the virus itself has recently been linked to mental illness. Within six months of testing positive, one in eight COVID-19 patients were diagnosed with their first psychiatric or neurological illness, according to a new study by Oxford University.2 If accurate, this finding would dramatically increase the number of individuals in need of behavioral health services on a global scale. In addition to adults, youth and children have faced unique health challenges. Stay-in-place orders and remote learning environments have caused increased anxiety and depression. While visits to emergency departments (EDs) were down overall from April through October 2020, mental health-related visits to pediatric emergency departments increased 24% year-over-year (YOY) for children aged five to 11 and 31% for those aged 12-17, as report by the CDC.3 CONTACT M&A for Behavioral Healthcare Services Remains Steady 250 Number of Transactions 200 149 146 150 111 97 103 100 Mark Surowiak Director 50 215-854-4063 msurowiak@capstoneheadwaters.com 0 2016 2017 2018 2019 2020 Source: Capital IQ, PitchBook, FactSet, and Capstone Research 2
Behavioral Healthcare Services | February 2021 INDUSTRY OUTLOOK (CONTINUED) The impacts of this era have yet to fully unfold, as many cases of mental health illness, trauma, and abuse will go uncharted during the lockdown environment while children remain largely unobserved by individuals within “ As President, I’ll use the bully pulpit of the White House to eliminate the stigma around mental health….I also will build on the progress the school system (which is the primary source of made through the 21st Century Cures Act to reporting). The importance of focusing on the behavioral promote the integration of behavioral health health needs of adolescents is further discussed in our in pediatric primary care, including increased interview with Dave Bornhoeft, Partner at Cognitive funding for mental health telehealth programs. Capital Partners (see page six). One in five children in the U.S. experience mental health problems. Yet, the current school Legislation at the federal, state, and local levels has been psychologist to student ratio in this country is scrutinized and modified to support behavioral healthcare roughly 1,400 to one, while experts say it should treatment in this unique environment. This has included be at most 700 to one. $425 million in appropriation to the Substance Abuse and Mental Health Services Administration (SAMHSA) through the Coronavirus Aid, Relief, and Economic Security (CARES) Act.4 Of which, $250 million went to new funding ” - President Joe Biden Mental Health For U.S. interview prior to election6 for Certified Community Behavioral Health Clinic (CCBHC) Telehealth visits have become more widely adopted Expansion grants. Most recently in January, President during the socially distant and remote period of the Biden outlined plans to expand access to behavioral pandemic, in part due to the many temporary regulatory healthcare services in his $1.9 trillion-dollar American changes to telehealth services under the CARES Act. Rescue Plan package.5 In the bill, the president calls on These included allowing telehealth visits on common Congress to appropriate a sizeable $4 billion to support technology platforms like FaceTime and Skype and SAMHSA and the Health Resources and Services ensuring Medicare reimbursement for audio-only Administration in expanding the vital services needed. behavioral healthcare visits. While not an option for many Biden has demonstrated historic support for improving treatment needs, telehealth for outpatient care is behavioral healthcare, with emphasis on veteran mental expected to become a more mainstream delivery model in health, the opioid epidemic, creating insurance parity, and the long term with many of the temporary changes increasing Title I school funding to ensure that students accelerating its widespread adoption. Notably, Capstone's can access needed mental health professionals. These Behavioral Healthcare Services clients have increasingly and other legislative efforts show the prioritization to utilized telehealth offerings to drive access and efficiency destigmatize the industry and augment its importance as for both patients and providers, a trend that is expected an integrated part of coordinated healthcare. to continue going forward. Key Value Drivers for Behavioral Healthcare Services Providers Regulatory Compliance Verified Patient Outcomes Ongoing compliance with the range of federal and Proven track record of a commitment to successful state laws, such as competition of a certificate-of- patient outcomes demonstrated by an evidence- need (CON) program to allow expansion. based approach and high quality of care. Proximity to Attractive Markets Economies of Scale Convenient locations for patients and a presence Expanding services to a larger customer base to in high demand states such as California, Florida, reduce fixed costs per patient and to achieve Massachusetts, New York, and Texas. critical mass for greater payor negotiating power. Highly Skilled Workforce Multi-site Locations Recruitment and retainment of valued professionals Having multiple treatment locations strengthens the with a strong reputation and relationships with providers ability to gain critical mass, drive higher upstream facilities that fosters new patient referrals. reimbursements, and create a more efficient model. Source: IBISWorld and Capstone Research 3
Behavioral Healthcare Services | February 2021 MERGER & ACQUISTION OVERVIEW M&A activity in the Behavioral Healthcare Services Transaction Volume Surges in Q4 industry moderately increased in 2020, with 111 2019 2020 transactions compared to 103 in 2019. Notably, while 60 other industries experienced a steep pandemic-driven drop-off in deal activity during Q2, the Behavioral 50 Number of Transactions Healthcare Services industry remained relatively stable. 41 Deal activity saw a YOY increase of 32% in Q4 2020 from 40 Q4 2019 and has remained strong into Q1 2021. 31 30 29 25 26 22 22 The industry is abundant in acquisition opportunities and 20 18 continues to heavily consolidate as small regional companies utilize M&A to stimulate inorganic growth. 10 Key consolidation benefits for strategic buyers include increased negotiation power, greater patient access, 0 reduced regulatory costs, expanded geographic presence, Q1 Q2 Q3 Q4 new services, and an elimination of redundancies to drive improved efficiency and gross margins. In 2020, private strategics accounted for 40.5% of deal activity, as many behavioral healthcare services providers remained open as 2020 Buyer Breakdown essential businesses during lockdowns. Of the subsegments, Autism Services saw strong M&A activity as evidenced by Blue Sprig Pediatrics’ acquisition STRATEGIC 9.0% of Autism Therapy Services, Aptitude Habilitation Services, Public and Florida Autism Center. Demand for autism services Private providers has remained high due to the rising prevalence 40.5% of Autism Spectrum Disorder, which is currently one in 54 FINANCIAL children, according to the CDC.7 Many of these Platform 40.5% acquisitions have allowed providers to expand their Add-on services beyond mental health professionals and clinicians, to include autism therapy and training. Two recent 9.9% examples of this are Caravel Autism Health’s acquisition of Behavior Therapy Solutions (December, not disclosed) and The Family Treatment Network acquisition of Catalyst Behavioral Solutions (see page eight). Source: Capital IQ, PitchBook, FactSet, and Capstone Research Mark Surowiak, Director “The prevalence of mental, behavioral, and addiction disorders in the United States are staggering. It is estimated that nearly 20% of the U.S. adult population, or 44 million people, suffer from mental illness annually. At the same time, 56% do not receive treatment. Due to the COVID-19 pandemic, these conditions have only been exacerbated as individuals and families have suffered from even greater amounts of stress, anxiety, isolation. As a result, mental and behavioral health communities have continued to see heightened demand and are anticipating a tsunami of need with long-term implications.” 4
Behavioral Healthcare Services | February 2021 PRIVATE EQUITY ACTIVITY In line with prior years, private equity (PE) buyers remained highly acquisitive and accounted for almost half What’s Attracting PE to the Industry? of all deal activity in 2020. PE firms continued to utilize buy-and-build strategies to deploy capital into the • Mission-driven sector with a high degree recession-resilient industry to grow platform investments of employee loyalty and commitment to and safeguard return on investment. PE firms making achieve successful patient outcomes. add-on acquisitions accounted for 40.5% of Behavioral Healthcare Services M&A activity in 2020 while platform • Fragmented space where value can be acquisitions accounted for 9.9%. Several of the most realized through consolidation, development active buyers in the space are outlined below including of executive-level management, and creating their 2020 add-on acquisitions and rationale. Notably, more efficient/cost effective delivery models. Capstone’s 2020 conversations with our caucus of PE firms have demonstrated strong interest in the space. • Growing recognition of behavioral health as Across all industries and subsectors, the Behavioral a fundamental health issue which has driven Healthcare Services industry was the fourth most more care and improved reimbursement. preferred investment opportunity identified by PE groups. Source: Capstone Research Select Private Equity Platform and Add-on Activity Private Equity Platform 2020 Add-On Acquisitions Description / Investment Rationale Sponsor Investment • Webster Equity Partners acquired BayMark Health Services in 2015 and the platform company has since gone on to complete more than 15 acquisitions. Its 2020 acquisitions helped to expand the healthcare company’s reach across the United States. • Audax Management Company acquired Proud Moments Licensed Behavior Analysts in 2019. Proud Moments currently has 11 locations nationwide. Its 2020 transactions will expand Proud Moments’ presence in New York and Tennessee. • Blue Sprig, backed by Kohlberg Kravis Roberts (NYSE:KKR) since 2017, is the largest autism service provider in Texas. Its 2020 transactions will enhance Blue Sprig’s scale and strategic position. • The Vistria Group acquired Behavioral Health Group in 2018. Through its 2020 acquisitions, Behavioral Health Group will be able to provide its opioid treatment and recovery services to communities in Alabama, Rhode Island, and Tennessee. • Linden acquired Pinnacle Treatment Centers in 2016. The recent acquisition of HealthQwest provides Pinnacle with five outpatient centers in Georgia. While the Aegis acquisition expands Pinnacle’s presence into California. • MBF Healthcare partners acquired Acorn Health in 2018. Through its 2020 transactions, Acorn has expanded its presence with locations in Michigan, Maryland, Pennsylvania, and Tennessee. Source: Company press releases and Capstone Research 5
Behavioral Healthcare Services | February 2021 Q&A WITH COGNITIVE CAPITAL Capstone spoke with Dave Bornhoeft, Partner at Cognitive Capital Partners, LLC, to discuss what the firm looks for in Behavioral Healthcare Services company investments and to learn how COVID-19 has impacted the Healthcare industry. Cognitive Capital is a Chicago-based private equity investment firm that seeks investment opportunities in the Technical & Business Services, Manufacturing & Industrial Products and Services, and the Healthcare & Wellness sectors. The firm typically seeks companies with $10-$150 million in revenue and $3-$20 million in EBITDA. Tell us about Cognitive Capital, what differentiates the What are your key investment criteria for Behavioral firm? We're a Chicago-based fund that historically was Healthcare companies? This is a sector where we focused on Business and Technical Services and believe we can make a real difference. While behavioral Manufacturing and Industrials. I joined about a month health is a very broad and fragmented industry, Cognitive ago to launch a new Healthcare vertical and also expand is specifically targeting mental health where we believe our focus in business services. we can have the greatest impact. Today as many as one in five Americans experiences mental illness each year and We differentiate ourselves two ways. First, we have a as many as 60% of cases are left untreated. unique fund structure with a large family as our primary LP [limited partner]. This provides us with a large, Our investment thesis is to build a leading provider of committed pool of patient capital and the flexibility to adolescent mental health focused on a comprehensive invest along timeframes driven by the goals and needs of continuum of inpatient and outpatient care. We are our companies and management teams instead of focused on adolescents because that is where mental artificial hold periods. In healthcare, this flexibility health issues often start - over 50% of mental illness allows us to focus on putting patients first, improving begins by age 14 and 75 percent by age 24. We hope outcomes and quality of care, providing better access to positively impact many young lives by identifying to healthcare, and driving costs out of the healthcare and treating these issues early. system. We find if you do those things right, you will build great businesses and the returns will come. We're actively looking for a platform company and management team with a focus on outcomes and a The second differentiator is that our senior partners have strong track record of providing great care in adolescent a blend of private equity and operating experience. Prior behavioral health. The idea is to find a company with to joining Cognitive, I managed several businesses for exceptional care providers, a sterling reputation, and an Baxter Healthcare including the pharmaceutical business outcomes-focused culture where providers enjoy working. and previously anesthesia and critical care. My partners We will look to maintain the strong culture and expand have led and grown middle market businesses and also both through organic development and acquisition. We have Fortune 500 experience. We find that this helps us are open to starting with either inpatient or outpatient relate to entrepreneurs and management teams and services, but would look to expand to a more holistic positions us to help them solve problems post-close. approach by adding complementary services to cover the We've been in their shoes before. We're not critically entire continuum of care. Given the intertwined nature of looking over their shoulders or trying to run their behavioral health, substance abuse will also be a part of businesses. We're partners and sounding boards to help the continuum, but it is not our core focus. make our teams and ultimately the underlying businesses more successful. We’re also interested in some niches within behavioral We think this combination of flexible, patient capital health on the mental side, like autism and eating and operating experience positions Cognitive as a disorders. But adolescent mental health is where we're trusted partner who understands how to run and grow spending most of our time proactively trying to find the businesses and allows entrepreneurs and management right platform. teams to focus on building great businesses. 6
Behavioral Healthcare Services | February 2021 Q&A WITH COGNITIVE CAPITAL (CONTINUED) What areas of Health & Wellness have been most improve outcomes. It's all about sharing risk and tying impacted by COVID-19? COVID has broadly impacted payments to outcomes and reductions in spending. healthcare services, forcing providers to reexamine patient interaction and revenue streams. Providers that Historically, many thought of convenience in healthcare as were able to maintain engagement with their patients putting care in attractive locations like urgent care. through tools like telehealth have been the most COVID has helped change this paradigm and accelerated resilient. Those that couldn’t or didn’t adapt saw the shift to more digital and portable care. In the early significant and most-likely, long lasting impacts as stages of the lockdown, thousands of providers and their patients found other treatment options during millions of U.S. patients tried telehealth for the first time. COVID. From a revenue perspective, traditional Fee-for- We expect digital health adoption to continue which will Service businesses, which rely on volume, suffered the benefit technology, data analytics and outsourced service most; even sectors which were previously thought to be businesses as well as forward-thinking care providers. recession proof experienced dramatic declines during quarantine. However, providers that were able to enter From a physician practice management perspective, I into non-volume-based arrangements like value-based think the second wave of consolidation will be more care or capitation had some insulation from COVID- focused on sectors that have the potential to take costs related closures. out of acute care settings. Payers will help steer volume to strong providers in orthopedics, cardiovascular, and More specifically, the impact on behavioral health is other sectors that can show true cost savings by moving obvious and real – COVID is driving both substance abuse care to independent practices and surgery centers or shift and mental health issues. McKinsey estimates that to alternate payment models. COVID-19 could potentially drive a 50% increase in the prevalence of behavioral health conditions in the U.S. We are in an exciting period of transformational change which could result in an incremental $100-$140B in in the healthcare industry. One of the rewarding things healthcare spending post-pandemic. about investing in healthcare is that we have the ability to help drive this change. Improving access to care or the Assisted living is a sector we think is going to potentially quality of care can have real impacts on people’s lives. have more lasting headwinds. While the aging For example, in behavioral health, there are so many population is a positive dynamic, people are rethinking people with mental illnesses that aren’t being treated sending their parents to group settings because of today. COVID is exacerbating these problems - kids are COVID. That will slow down adoption which could have sitting in front of screens all day instead of interacting longer-term consequences at those facilities and with each other which has the potential to create underlying service providers to those facilities like assisted feelings of isolation and depression. If you can create living pharmacies. On the flipside, this phenomenon awareness in the community and get in front of should drive increased utilization of home health. families, you have the potential to get to these kids early which can prevent serious problems and What factors do you see affecting the Healthcare dramatically reshape lives. industry over the next few years? Healthcare is undergoing a transformation, albeit a slow one. Key trends continue to be taking costs out of the system, As Partner at Cognitive Capital, Dave improving outcomes and quality of care and making care Bornhoeft leads the firm’s healthcare more consumer-centric and convenient. practice and is responsible for developing investment strategies, deal sourcing, On the pharma side, biosimilars are going to drive huge overseeing due diligence and transaction cost savings. People have been talking about them for execution, and the management of portfolio companies. Dave has more than years, but adoption in the U.S. is way behind Europe and 20 years of private equity investing and other global markets. We expect a tipping point in the operating experience in the Healthcare and Business Services next several years, especially in sectors like oncology sectors. Prior to joining Cognitive, he managed several where existing biologics are prohibitively expensive. businesses for Baxter Healthcare. His previous experience in middle-market private equity includes time at Silver Oak On the services side, we see a continued shift towards Services Partners, Burling Capital, and the Columbia Group. value-based care and away from fee-for-service reimbursement in an effort to both reduce costs and Contact Mr. Bornhoeft at dave@cognitivecap.com 7
Behavioral Healthcare Services | February 2021 NOTABLE TRANSACTIONS Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below, followed by a more comprehensive list on page 10 and 11. Kelso & Company Acquires Refresh Mental Health (December 2020, Undisclosed) Middle-market private equity firm Kelso & Company entered the Behavioral Healthcare Services industry with its platform acquisition of Refresh Mental Health. Refresh provides the full spectrum of outpatient mental healthcare services and was formerly owned and founded by PE firm Lindsey Goldberg. Though financial terms were not disclosed, PitchBook values the company’s post transaction value at ~$700 million. Acquires Headquartered in Florida, Refresh has more than 200 locations spanning 28 states and the District of Columbia. The company has ~2,000 psychiatrists, psychologists, and licensed clinical social workers and completes more than one million patient visits each year through in-person and telehealth settings. Refresh’s business model has allowed for rapid organic and inorganic expansion since its 2017 founding, supported by clinical recruitment and new locations. The company completed two acquisitions in 2020: Ohio-based A+ Solutions (educational and psychological education service provider) in October and California-based Cielo House (eating disorder treatment center services). “We built Refresh together with Lindsay Goldberg upon the core value and principle that there needed to be greater access to the highest quality mental health services within local communities across this country,” Refresh CEO Steve Gold noted in a press release.8 “We look forward to aggressively pursuing our growth and acquisition strategy as we continue to serve as the partner of choice for clinical thought leaders who value Refresh’s clinical excellence and patient outcomes." The Family Treatment Network Acquires Catalyst Behavioral Solutions (December 2020, Undisclosed) The Family Treatment Network (FTN), a platform company created by physician-founded private equity firm Pharos Capital Group in 2016, has acquired Catalyst Behavioral Solutions. Terms of the deal were not disclosed. Catalyst is a Utah-based provider of mental health therapy and behavior consulting for individuals and families. It also offers evidenced-based and data-driven methods including Applied Behavior Analysis (ABA) therapy to treat children and youth with autism. Catalyst, FTN’s seventh acquisition in 2020, expands its outpatient services into Utah, furthering the Acquires Tennessee-based buyer’s goal of providing coast to coast behavioral healthcare services across the full care continuum. FTN has maintained a strong focus on providing both education and therapy. Its behavioral healthcare services for children, adolescents, and families include residential therapy centers, therapeutic day schools, and home & community-based outpatient programs. "We believe the need for specialized behavioral care treatment is ever-increasing, and that there is continued opportunity for a best-in-class operator like FTN to expand its portfolio of companies and services,” Pharos Capital Partner, Jim Phillips, said in a press release.9 “Catalyst is a logical fit with its expertise and focus, and we welcome the Company to FTN." The transaction is Pharos Capital’s seventh 2020 acquisition, three of which were add-ons in the Behavioral Healthcare Services industry. In addition to Catalyst, Pharos Capital acquired Simple Intervention and Second Chances Comprehensive Services (December, both undisclosed) via its platform company Seaside Healthcare. 8
Behavioral Healthcare Services | February 2021 CAPSTONE DEAL HIGHLIGHT Premier Provider of In-Patient Substance Abuse Treatment Program Acquired by NewSpring Capital – April 2020 Capstone Headwaters advised BRC Recovery Family of Programs (“BRC” or the “Company”) on its recapitalization transaction with investment firms NewSpring Capital (“New Spring”) and Veronis Suhler Stevenson (“VSS”). Terms of the deal are confidential. has been acquired by BRC, which stands for “Bringing Real Change,” offers care through four outpatient residential centers in Texas: BRC Recovery, Spearhead Lodge, Makana Path, and Segue Recovery. BRC provides individualized, gender specific treatments to adults (aged 17+) with substance use disorders such as alcoholism, drug dependence and other addiction disorders. With treatment services around food & nutrition, trauma treatment, interventions, clinical services, therapeutic workshops, spiritual coaching, fitness & yoga, relapse prevention, and 12-Step immersion. Founded in 2006 by Mark Houston, the Company offers the full continuum of care and is rooted in the 12 Step immersion philosophy. This program guides clients through each of the 12 Steps over a 90-day timeframe, to create a structured, and supportive foundation for lasting recovery. “It’s amazing what we’ve been able to accomplish by staying rooted in our principles and aggressively addressing the needs of the market. I’m grateful to have a top-notch team and the opportunity to build a new platform that fuels our continued growth and ability to serve more people,” said Marsha Stone, BRC’s founder. “We’re always looking to invest in healthcare companies that bring innovative ideas and ways of thinking to markets in need of new solutions. This is exactly what BRC is doing in the Addiction Treatment and Therapeutics space,” said Kapila Ratnam, Ph.D., Partner at NewSpring. “We’re thrilled to work with VSS to bring operational expertise to BRC and make additional investments in transformative healthcare companies.” Private equity firm NewSpring Capital has an active portfolio of more than 60 companies, including nine in the Healthcare space. Within the Behavioral Healthcare industry, NewSpring has one other relevant holding, New Jersey-based SUN Behavioral Health, a service provider that operates in a psychiatric hospital setting. 9
Behavioral Healthcare Services | February 2021 SELECT TRANSACTIONS Date Target Acquirer Target Business Description Target Location Mulberry Bush Early Horizon Early 01/07/21 Provides mental health services for children. Vermont Learning Program Learning Program Provides drug and alcohol addiction medications, therapy, 01/06/21 Renew Recovery BrightView Kentucky counselling, recovery, and home treatment services. Odyssey Behavioral 01/04/21 Shoreline Center Comprises a treatment center for eating disorders. California Healthcare Prosperity Counseling Discovery Behavioral Offers substance use, mental health, relationships, and 12/28/20 Washington & Treatment Services Health historic trauma related care and treatment services. BayMark Health 12/16/20 Choices of Louisiana Offers addiction treatment services. Louisiana Services Offers integrated psychedelic treatment for mental 12/16/20 Psyence Therapeutics Mindhealth Biomed Ontario health disorders seen in context of trauma. Liberty Bay BayMark Health Provides medication-assisted treatment to patients in 12/15/20 Maine Recovery Center Services recovery from substance use disorder. Mindspace Numinus Wellness Offers psychology clinic services for mental health; psychedelic 12/15/20 Montreal Psychology Services (TSXV:NUMI) harm reduction and integration programming for clinicians. Spectra Support Maharah for Human Provides mental health services and education and training 12/14/20 Pennsylvania Services Resources (SASE:1831) to individuals with disabilities and their families. Refresh Mental Offers mental health, eating disorder, abuse, and addiction 12/10/20 Kelso & Company Florida Health treatment relationship counseling, and telecounseling services. Behavior Therapy Caravel Autism Provides behavioral and mental health services to 12/07/20 Minnesota Solutions of MN Health children and families. Catalyst Behavior The Family Treatment Offers mental health therapy and behavior programs for 12/02/20 Utah Solutions Network individuals and families. Kelburn Recovery Provides substance use and related mental health and 11/25/20 Universal Ibogaine Winnipeg Centre addiction treatment programs. BayMark Health Offers methadone maintenance treatment and counseling 11/18/20 Limestone Health Indiana Services services for those who are suffering with opioid addiction. Provides crisis services, mental health, drug and alcohol, 11/18/20 Penn Foundation Saint Luke's Hospital Pennsylvania intellectual disabilities, pastoral services, and yoga/mindfulness. BHG Medical Behavioral Health Offers medication-assisted treatment through an office-based 11/02/20 Tennessee Services Group model where patients are provided medications to take at home. CloudMD Software & 10/28/20 HumanaCare Provides mental and physical wellness services. Ontario Services (TSXV:DOC) Community Psychiatry Operates practice offices of psychiatrists and psychotherapists 10/21/20 Centerbridge Partners California Management that offer mental healthcare services. Monte Nido 10/06/20 Rosewood Ranch Owns and operates eating disorder treatment centers. Arizona & Affiliates Comprehensive Offers adult psychotherapy, child and adolescent therapy, 09/16/20 EI US New York Counseling depression, anxiety, and stress health services. Offers managed behavioral health care services, employee 09/11/20 ChoiceHealth Alight Solutions North Carolina assistance programs, and other behavioral health care services. Source: Capital IQ, PitchBook, FactSet, and Capstone Research 10
Behavioral Healthcare Services | February 2021 SELECT TRANSACTIONS (CONTINUED) Date Target Acquirer Target Business Description Target Location Edgewood Clinical Offers psychiatric and medication, counseling, anger 08/25/20 LifeStance Health Illinois Services management, couples counseling, and personalized treatment. Shoreline Treatment 08/22/20 Vizion Health Operates adolescent residential addiction treatment centers. Texas Center Pinnacle Treatment Offers medication assisted treatment services focusing 08/17/20 HealthQwest Georgia Centers on opioid addiction. 07/30/20 Main Line Recovery Providence Treatment Operates as alcohol and drug addiction treatment center. Pennsylvania Clatsop Behavioral Comprises business comprises residential mental health 07/15/20 Crisis Respite Center Oregon Healthcare treatment and crisis care center. Rebound Recovery Operates a clinic which provides substance abuse treatment 07/08/20 BrightView Kentucky Centers to individuals. 07/03/20 The Fellowship House Centerstone of Illinois Provides medical services to substance use disorders patients. Illinois Highland Hospital Summit Healthcare; Provides intensive mental health inpatient services for adults, 07/03/20 West Virginia Association FFL; Lee Equity adolescents, and children. Odyssey Behavioral 06/23/20 Clearview Centers Operates a drug and mental illness rehabilitation facility. California Healthcare BayMark Health Offers suboxone and buprenorphine treatment, methadone 06/23/20 Norton Health Care Massachusetts Services switch, opiate addiction care, therapy, and medical services. Middlesex Recovery BayMark Health 06/19/20 Provides opioids or alcohol addiction recovery treatment. Massachusetts Professional Services Narcotic Addiction BayMark Health Offers outpatient methadone maintenance and detoxification 06/19/20 California Treatment Agency Services with substance use counseling and behavioral therapies. Addiction Treatment Ethema Health 06/12/20 Comprises an addiction treatment facility. Florida Facility (OTCPK:GRST) Assets of Cedar Comprises psychiatry clinics specialized in ketamine- 05/18/20 Novamind Ventures Utah Psychiatry assisted psychotherapy. IHP-Med-Psych- Community Medical 05/05/20 Offers patient centered addiction treatment services. Ohio Solutions Services Holdings Heart Centered 04/06/20 LifeStance Health A provider of therapy and psychiatric services. Colorado Counseling Operates addiction treatment centers to treat people suffering 03/31/20 BRC Recovery NewSpring Capital Texas from alcoholism and drug addiction and progressive diseases. A treatment facility that provides residential recovery programs 03/25/20 The Gables NUWAY Alliance Minnesota for chemically dependent women. 03/23/20 Cielo House Refresh Mental Health Offers eating disorder treatment center services. California Houston Group Provides intermediate care services for the mentally disabled 03/19/20 Caregiver Indiana Homes through its health care facilities. Discovery Behavioral Provides prevention, assessment, treatment, and reintegration 03/05/20 New Hope Ranch Texas Health for people suffering from substance use disorder. Note: Highlighted deal is a Capstone-advised transaction Source: Capital IQ, PitchBook, FactSet, and Capstone Research 11
Behavioral Healthcare Services | February 2021 PUBLIC COMPANY TRADING & OPERATING DATA At the end of January, comparable public companies were trading between 6.9x – 12.3x trailing twelve-month EBITDA and 1.2x – 2.5x trailing revenues, compared to 8x-10x EBITDA and 1.5x-2x revenues during the same period in 2020. Collectively, these stocks traded at ~92% of their 52-week highs on January 29 and have exhibited consistent bottom-line performance with gross margins around 39%, median EBITDA margins around 19.5%, and EBITDA margins around 17.8%. Price % 52 Wk Market Enterprise LTM EV / LTM Company Ticker 01/29/21 High Cap Value Revenue EBITDA Margin Revenue EBITDA Acadia Healthcare Company ACHC $50.89 95.1% $4,528.8 $7,920.5 $3,146.7 $646.0 20.5% 2.5x 12.3x HCA Healthcare HCA $163.80 93.8% $55,425.8 $83,668.8 $50,763.0 $10,517.3 20.7% 1.6x 8.0x Universal Health Services UHS $127.84 88.9% $10,863.6 $13,779.5 $11,368.2 $1,999.8 17.6% 1.2x 6.9x Mean 19.6% 1.8x 9.0x Median 20.5% 1.6x 8.0x EV = enterprise value; LTM = last twelve months $ in millions, except per share data Harmonic Mean 19.5% 1.6x 8.5x Behavioral Healthcare Services Companies Keep Pace with S&P 500 S&P 500 NASDAQ Capstone Index 70% March 11: World Health 50% Organization declares 43.9% COVID-19 a pandemic Total Percentage Return 30% 18.1% 16.3% 10% -10% -30% -50% -70% Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Source: Capital IQ as of January 29, 2021 12
Behavioral Healthcare Services | February 2021 BEHAVIORAL HEALTHCARE SERVICES REPORT CONTRIBUTORS Mark Surowiak Director msurowiak@capstoneheadwaters.com | 215-854-4063 Mark is a Director in the Philadelphia office with over 15 years of experience in mergers & acquisitions, private placements and financial advisory services. While Mark's primary focus includes clients in the health and medical industry, his experience spans a broad range of industries, including government and defense contracting, manufacturing and outsourced business services sectors. Prior to investment banking, he enjoyed a career in the social services field. Previously, Mark served over 10 years as a senior investment banking professional in Morgan Stanley Smith Barney’s Capital Strategies Group. Over his career, Mark has focused on developing deep credentials and expertise in the sale and recapitalization of privately held businesses. He is a Series 7 and 63 Registered Securities Representative. Sarah Doherty Vice President of Research sdoherty@capstoneheadwaters.com | 617-619-3310 Sarah joined Capstone Headwaters in 2016 and has more than eight years of research and writing experience. She oversees the firm’s corporate Research Team, which produces more than 150 reports annually on middle-market M&A activity. Sarah specializes in the Healthcare, Education & Training, and Aerospace, Defense, Government, & Security industries. Previously, Sarah was the Data Graphics Specialist at a think tank in Washington, D.C., where she collaborated with economists and industry experts to analyze and present data for congressional testimonies and research publications. Prior to that, she covered the economy, healthcare, and Capitol Hill as a reporter. Sarah holds a BA in Journalism and Political Science from Biola University and is a certified Market Research Analyst through the International Institute of Market Research and Analytics. 2020 2020 2019 2019 2019 MIDDLE MARKET US MIDDLE MARKET INVESTMENT BANKING FIRM INVESTMENT BANKING FIRM INVESTMENT BANKING FIRM INVESTMENT BANK INVESTMENT BANK OF THE YEAR OF THE YEAR OF THE YEAR OF THE YEAR OF THE YEAR INTERNATIONAL AWARDS TURNAROUND AWARDS 13
Behavioral Healthcare Services | February 2021 FIRM TRACK RECORD has been acquired by has partnered with has partnered with has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has raised $30 million of has sold its chemical has been acquired by has been acquired by equity capital from development division to A Leading Provider of Rehabilitation Services has received a senior has been acquired by has received an investment has been acquired by credit facility from from an UNDISCLOSED INVESTOR NSF International 14
Behavioral Healthcare Services | February 2021 CITATIONS 1. Centers for Disease Control and Prevention, “Mental Health, Substance Use, and Suicidal Ideation During the COVID-19 Pandemic – United States, June 24-30, 2020,” https://www.cdc.gov/mmwr/volumes/69/wr/mm6932a1.htm, accessed January 27, 2021. 2. Centers for Disease Control and Prevention, “Mental-Health Related Emergency Department Visits Among Children Aged
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