Professional Documents
Culture Documents
Deal Summary
Discovery House (“Discovery”) is an LA-based drug & alcohol substance abuse continuum of care facility
founded in 2005 by Tom & McKay Whiting. Discovery is comprised of three facilities – two inpatient (42 beds)
and one outpatient (62 beds) – and offers integrated treatment for substance abuse, addiction and co-morbid
mental health issues. Inpatient services are sub-acute detox and residential treatment; outpatient services
include trauma resolution, family therapy and relapse prevention.
Five Crowns Capital Partners is working with Discovery’s owners to secure ~$12mm of financing to fund a
~$10.35mm dividend to the owners, with the remainder going to deal expenses (~$1mm) and balance sheet
1
LTM Consolidated October 2021
cash (~$650k). FLC is considering a ~$11.2mm 1st lien, 1st out term loan to the business, priced at L+10.75
with a 1.25% floor, 150bps to close and a warrant for 19% of the equity. Sources & uses of the transaction
are shown below.
$ mi l l i ons
Sources Uses
FLC Term Loan 11.20 Divident to Owner 10.35
FCCP 2nd-out TL 0.80 Fees & Expenses 1.00
Cash 0.65
$ 12.00 $ 12.00
Investment Thesis
The demand for behavioral health services, which was already high prior to Covid, has increased during the
pandemic and far exceeds the current capacity of behavioral health providers. Innovative use of technology
has helped improve access to providers and behavioral health services, but further efforts are needed to
address the demand/supply imbalance.
For investors, the increased demand for behavioral health services, combined with a favorable
reimbursement landscape where employers, commercial payers, and government payers are all providing
funding, creates tailwinds. Coming out of Covid, there will be opportunities for consolidation, combining
businesses and leveraging technology to build larger, more scalable businesses. Now is the time for investors
to begin thinking about and preparing for opportunities in this space.
DH has hired a new CEO and CFO to replace the founders and intends to spend the next 2/3 years 1) improving
the quality and readability of their financial statements, 2) maintaining high occupancy (currently above 90%
as of October 2021 and 3) gaining more in-network insurance certification, which is of particular interest by
financial buyers. With the financing at less than a 2x multiple, we believe we are well-covered and
compensated for our risk.
Outpatient, Inc. The Discovery House, LLC is the Circle of Hope (“COH”) (12 beds) - Detox / Inpatient
- ~92% occupa ncy, 17 FTEs , opened i n Ma rch ’18
inpatient care operations and Discovery Outpatient is - $4.3MM Rev ($21.5K/pa ti ent), $1.8MM EBITDA (2H19 run ra te)
the outpatient care operations. DHP Heights, LLC was Discovery Transitions Outpatient (“DTO”) - Outpatient services
created in 2018 and reports as a separate entity from -17.5K pa ti ent da ys i n 2019, 15 FTEs
the Discovery units. It is exclusively an in inpatient care -$7.4MM Rev ($20.1K/pa ti ent), $2.7MM EBITDA, (2H19 run ra te)
Adjustments Family Services (“AFS”) - Detox / Inpatient
operation.
- 6 bed i npa ti ent fa ci l i ty
Divine Detox (“DD”) - Outpatient services
Group Structure
- Outpa ti ent fa ci l i ty, s i mi l a r to DTO
Discovery Adjustments
The Discovery Circle of Hope Divine Detox
Transitions Family Services
House ("TDH") ("COH") ("DD")
Outpatient ("DTO") ("AFS")
Borrower
Guarantors
Services
• Integrated treatment for substance abuse, addiction and co-morbid mental health issues;
• Inpatient services: Sub-acute detox, residential treatment (RT), partial hospitalization (PHP),3:1
patient/staff ratio, ~20 days ALOS; and
• Outpatient services: PHP,IOP; dual diagnosis treatment, trauma resolution, family therapy, relapse
prevention, ~42 days ALOS.
Business Model
• Facilities maintain high occupancy due to strong reputation, sophisticated marketing program
(emphasizes outbound email and targeted telemarketing, banners, search engine optimization) and
loyal alumni network
• Captive referral network from Inpatient to Outpatient - over ~80% of TDH inpatients enroll in DTO
outpatient services
• Growth: DTO outpatient volume can be generated from COH patients who are currently
referred to another facility
• Separated six-bed design of facilities has helped to mitigate transmission and impact of Covid-19
• Similar margins feasible with selected in-network programs via cost savings, but no plans to switch
given strength of demand
Key Milestones
Macro-Economic Environment
Over the five years to 2021, demand for substance use disorder and mental illness treatment has increased
amid growing funding and expanding eligibility requirements for public health coverage alongside high
reported rates of behavioral health problems. Mental Health and Substance Abuse Centers industry
establishments, which offer long-term residential housing for individuals struggling with mental illness and
substance use disorder, provide individuals intensive, specialized treatment programs. Due to the
fragmented nature of the industry, specific treatments can vary widely establishment to establishment.
Industry revenue is expected grow as follows:
• ~$17.6bn Inpatient substance abuse and mental health market growing at ~2.2% to 2024 2
• ~$23.4bn Outpatient substance abuse and mental health market expected to grow at 5.2% to 2024 3
• California accounts for over ~14% of total U.S substance abuse market and over 10% of U.S facilities 4
The coronavirus is a barrier to enter for this industry given the current shortage of medical professionals.
New entrants will find it increasingly difficult to appoint medical professionals and begin a thriving
rehabilitation center.
2
Mental Health & Substance Abuse Centers in the US, IBIS World, November 2019
3
Mental Health & Substance Abuse Clinics in the US, IBIS World, May 2019
4
2018 State Profile, California, National Survey of Substance Abuse Treatment Services (N-SSATS), U.S. Dep’t of Health and Human Services
Historical Financials
($ in thousands) 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021 2021 2021F 2019 2020 2021
P&L Summary Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Annual
Discovery House Inpatient 3,185 3,300 3,456 3,345 2,757 3,576 3,375 3,085 3,183 1,989 1,440 2,181 13,286 12,793 8,793
Discovery Transitions Outpatient 1,409 1,758 1,868 1,847 1,890 1,708 1,433 1,478 1,797 1,499 1,416 1,242 6,882 6,508 5,953
Circle of Hope 245 1,080 1,273 1,222 1,368 1,360 1,166 1,560 1,242 1,166 1,103 1,162 3,820 5,454 4,673
AFS (Simi Valley) 62 191 231 818 918 965 775 1,251 731 1,161 997 937 1,302 3,909 3,826
Devine (Simi Valley) 0 2 67 646 524 459 468 677 1,103 1,756 1,384 1,415 715 2,128 5,658
Revenue Adjustments 188 -17 -181 -232 391 -1,580 318 111 -308 -1,209 2,039 530 -242 -759 1,051
Total Revenue 5,088 6,314 6,715 7,646 7,848 6,487 7,535 8,161 7,747 6,361 8,379 7,467 25,763 30,032 29,954
%y/y growth 72% 24% 6% 14% 3% -17% 16% 8% -5% -18% 32% -11% 61% 17% 0%
Total Adj. EBITDA 831 1,719 1,383 1,935 1,570 541 1,394 2,119 1,874 452 2,338 1,583 5,867 5,624 6,248
% Margin 16% 27% 21% 25% 20% 8% 19% 26% 24% 7% 28% 21% 23% 19% 21%
Overview
The Company’s strong reputation and effective marketing reach have led to high demand for its inpatient
and outpatient programs. Revenue reached $25.8mm in 2019 (up 61% from 2017) as inpatient volume
continued to increase at TDH (mature facility) and COH (opened in March 2018, expanded to 92% of capacity).
The Company’s largest expenses are Advertising (25.0% of revenue) to support high occupancy, and Payroll
(20.5% revenue) to support strong outcomes. The Company has a contract with a third-party marketing
company that provides revenue generating leads to the it’s inpatient facility.
Projected Financials
Revolver - - - -
Term Loan (Take on end 2021) 12,000 11,159 10,031 8,814
Total Debt 12,000 11,159 10,031 8,814
Net Debt 11,350 10,021 8,753 7,411
Covenants
Minimum EBITDA 4,250 4,250 4,250 4,250 4,250
Projected EBITDA 6,248 5,426 5,634 5,948
% Cushion 47% 28% 33% 40%
Assumptions
*Last twelve months months
Risks/Mitigants
• Dividend recapitalization – the proceeds of the loan will be used for a dividend recapitalization and
therefore be cash out of the system.
o The shareholders are Tom & McKay Whiting whom are leveraging their Discovery House’s capital
structure to diversify their portfolio. Tom & McKay Whiting have been running a successful
business since 2005 and have been earning substantial income. It’s likely they have other assets
available should an equity injection be required.
• Improper reimbursements from insurance companies – in 2018 the Company’s revenue declined due to
the inefficiencies of collecting payments from payor’s (insurance companies).
o In July of 2018, the Company changed its billing process from billing and collecting from in house
to outsourcing these tasks to a third-party billing company. Soon after engaging with the billing
company, the Company experienced a significant decrease in reimbursements due to improper
billing for services it had rendered. In November of 2018, the Company terminated its agreement
with the outsourced party and engaged Nextus to prepare, process, and submit all claims. Nextus
has produced excellent results since.
• Change of Management – The Whitings will substantially be removing themselves from operations
following the closing of the transaction. The new management team (Bob Diehl, CEO, and David Tessers,
CFO) will be assuming responsibility for the business and we believe, therefore, that the risk of current
ownership “checking out” will have minimal impact.
Approval Sought
We are requesting Investment Committee approval to call capital, close and fund the loan and investment as soon
as possible, likely expected to be early in November, 2021.
Voluntary Prepayments: Voluntary prepayments in Year 1 may be made by the Company at 105.0
Voluntary prepayments in Year 2 may be made by the Company at 104.0
Voluntary prepayments in Year 3 may be made by the Company at 103.0
Voluntary prepayments in Year 4 may be made by the Company at par
Mandatory Usual and customary for transactions of this type, including a semi-annual
Prepayments: excess cash flow sweep of 65% of each of the Borrowers free cash flow
(defined as cash flow after all expenses, capex, etc.) at the end of each
fiscal half year (semi-annual sweep) which will, at Lenders’ discretion, be
paid to [TBD], as Agent, and applied to the principal outstanding balance
of the Loan;
Shareholder Shareholders will receive a combined $400k per year in salary and will
Compensation: receive an annual bonus equal to half of the amount of the free cash flow
sweep mentioned above, subject to covenant compliance pro forma for
the distribution (i.e., EBITDA less the shareholder distribution must exceed
the minimum EBITDA covenant). If at the end of 2021 the Company has in
excess of $1,000,000 in cash on the balance sheet (after taking into account
any pending cash payouts to Lenders and shareholders based on the excess
free cash flow sweeps) and is not in violation of any covenant or other
provision in the Loan Agreement, an additional one-time $250,000
payment will be distributed to the Shareholders from balance sheet cash.
Board or Management The Shareholders understand that the Lenders may require the formation
Committee Rights: of a board or management committee, and the Lenders will have the right
to two observer seats, one of which can become a formal seat at Lenders’
option. It is understood that the Shareholders will control at least a two-
thirds majority of any such board or management committee.
Management Advisory $10,000 per month
Fee:
Other Debt: Company pre-consents that Lenders can raise an AR-based revolver or
factoring facility post-closing to pay down the Loan at any time as long as
such debt does not increase the blended cost of capital or result in any new
material obligations on the Company (beyond standard borrowing base
certificates and the like).
Conditions to Funding: Closing and funding of the Loan will be subject to the satisfaction of all
conditions precedent deemed necessary or appropriate by Agent,
including, without limitation:
• Completion of a Quality of Earnings roll forward satisfactory to the
Lenders (the final work product of which will be owned by the
Borrowers);
• The Lenders have reviewed the Borrowers’ Quality of Earnings
report prepared by Somerset, CPAs, including the add-backs
included in the “adjusted” EBITDA and acknowledge that a similar
approach may be utilized in such roll forward of the Quality of
Earnings report, and that certain non-recurring and COVID-related
adjustments may be reasonably factored into the adjustments to
EBITDA;
Events of Breach and Customary and appropriate for transactions of this nature including, in the
Default case of certain covenants, customary cure periods. In the event of a
payment, financial, or informational covenant default, the following
related-party expenses will be accrued rather than paid in cash until the
Borrowers are back in covenant compliance:
• Any rent paid to the shareholders that is in excess of the mortgage
debt service and property taxes required to be paid by them on the
properties,
• Cash payments to TTD, LLC will be reduced by $40,000 per month
• Lenders will have the right to compel the Company to begin a sale
process beginning 24 months post-closing of the Loan and can
compel a sale of the Company to be completed with the highest
bidder in the event of (i) any material and uncured covenant
defaults within the prior 24 months, or (ii) the pre-tax proceeds
from the sale would result in at least $20,000,000 of consideration
going to the Shareholders.
Default Interest Rate: In the event of default, the applicable interest rate would be increased by
three hundred basis points per annum until the default is cured or waived
by the Lenders in writing.
Governing Law: The Loan Documents would be prepared by counsel to Agent and would
be governed by the internal laws of the State of New York.
Treatments offered:
• Intensive Outpatient Alcohol Treatment
• Intensive Outpatient Therapy (IOP Therapy)
• The brain chemistry of addiction
• Relapse prevention
• Dual Diagnosis Treatment
• Outpatient Drug Rehab
• Alcohol Rehab
Discover Transitions Outpatient (“DTO”)
Sober living facilities are also a key component to the Company’s continuum of care. Having access to housing
during the transition to outpatient from inpatient is a key component to keeping the patients on the road to
recovery. All sober living facilities are designed in the same 6 bed format so that they can easily be converted
to inpatient facilities. This would require and application to license the facility an inpatient facility, which
typically takes 6 months up to one year to obtain approvals.
1) 6930/6932 Balcom Ave (19 bed female house for sober living/ ~3.8K sq. ft. house)
2) 17900 / 17902 Van Owen St. (22 bed male house for sober living/ ~3.9K sq. ft. house)
3) 17349 Saticoy St. (21 bed male house for sober living/ ~1.1K sq. ft. house)