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Health IT from the Investor’s Chair 9/17/14

September 17, 2014 Investor's Chair No Comments

Some Musings from the Chair

With summer winding down and Labor Day in the rear view mirror, it felt like a good time to write a quick Investor’s Chair post and share one or two of the more interesting things I’ve noted in the market of late.

The biggest news of the summer was clearly Cerner’s announced acquisition of Siemens’ healthcare information technology unit (or, as we old timers would say, Shared Medical Systems.) When I got a call from a reporter related to the transaction, my first reaction was a sense (as perhaps the Siemens folks would say) of schadenfreude, as this is yet another example of yet another European technology company foundering on the shores of the US healthcare IT market (think Misys).

Recall that Siemens bought SMS 15 years ago for $2.1 billion, only to sell it now for $1.3 billion. Why the decrease in value? Perhaps because in the greatest boom times our sector has ever seen (thanks in no small part to ARRA), revenues over these 15 years were astoundingly FLAT!

With this purchase, Cerner is now the clear sector leader and will enjoy mammoth cross-selling opportunities given the product fit. Cerner is a clinical leader, where Siemens (née SMS) always lagged there and was more focused on financial systems. (In fact, I recall the former CEO of SMS explaining to me that Cerner’s clinical focus was off base!)

From an investor perspective, this was a good use of both the cash hoard Cerner had built up on its balance sheet and its high-multiple stock, allowing the deal to be almost instantly accretive – especially with the $175 million in pre-tax synergies the company guided to in its press release. While the stock traded fairly flat around the release (likely because rumors had circulated for several weeks prior to the deal, causing the deal to already be priced into the stock), Cerner’s shares are up almost 10 percent as I’m writing this post, more than twice the S&P — Ms. Market seems to be more excited.

The vast majority of analyst commentary has been positive and we here at the Chair are fans of the purchase as well. The only thing that gives me pause as a long time Cerner watcher (and fan) is that the company has zero history of large-scale M&A and the sector has not been kind to such large-scale bets in the past.  What’s especially noteworthy here though is that the cultures of the two companies are literally more than an ocean apart, and in the words of famed management guru, Peter Drucker, “Culture eats strategy over breakfast”.

That said, the price Cerner paid clearly de-risks the acquisition, and Cerner is known for its strong culture (and full parking lots).

Another aspect of autumn I’m eagerly anticipating is attending the Health 2.0 Fall Conference in a few weeks. My impressions of the 2010 event can be found here. I missed it last year, so I’m really looking forward to the opportunity to see some of the new thinking and more cutting edge tech that this event usually attracts. With “digital health” so beloved of the venture world these days, I’m expecting both a fair number of cheap but cheerful innovators with apps and dreams, but also know there will be more than a few companies straight out of HBO’s show “Silicon Valley” strutting their stuff and spending their VCs’ money on booths and travel like there’s no tomorrow (and if they’re not careful, there won’t be).

Part of what I like most about this event is the great dichotomy in participants, sponsors, and attendees. I’m also particularly excited to be mentoring the HealthTraction component, Health 2.0’s Startup Championship – CEO mentoring for companies of all sizes is one of my favorite aspects of ST Advisors’ work.

As for the actual sessions, in the past they’ve varied from truly fascinating to really annoying, but that’s the beauty of industry conferences. My big complaint is that the conference moved from San Francisco to “the Valley,” but I’m keeping an open mind and will be writing a debrief post afterwards. Drop me a note if you’d like to drink some sponsor’s wine or coffee during the event.

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Ben Rooks spent a decade as an equity analyst and six years as an investment banker. Five years ago he formed ST Advisors to work with companies on issues of strategy, growth, and exit planning (among other fun topics). He lives in San Francisco with his wife and the cutest dog ever!

Health IT from the Investor’s Chair 7/9/14

From a recent HIStalk post:

CareCloud borrows $25.5 million from a growth capital lender. I’m never cheered by a company taking on debt just like I wouldn’t be thrilled about a relative signing up for a home equity loan, but I guess it’s good news to be found credit-worthy and to have your plan for using the money vetted by someone whose objectivity is inarguable given their interest (no pun intended) in being repaid.

Investor’s Chair Thoughts

Let me present an alternative viewpoint on venture debt. Debt can be a great part of a company’s capital structure. Let’s use my favorite fictional company, eEngageLytics, as an example.

eEngageLytics has an outstanding business with high recurring revenues and a good margin profile, but needs growth capital to continue to expand, hire more sales people and finally sponsor HIStalk! In fact, with an additional $25 million, it would grow even faster than it has to date, and I have a fancy business plan to prove it!

Rather than sell more shares through a venture fundraising though, I’ll finance it through venture debt, as that can be a much more capital efficient way of funding the company. This fact remains true even if I expect to raise more equity capital in the future: the longer I wait, the more eEngageLytics will grow, and the higher the valuation will be for a subsequent equity round. Raising some debt right away allows me to kick the can down the road a bit, perhaps until after eEngageLytics is actually profitable (another major valuation inflection point).

How does the debt versus equity math work? To help us understand more clearly, let’s start by assuming that eEngageLytics would be valued at $100 million in its Series C round. That would mean that the company would have to sell 25 percent of its equity to current or new investors to raise the $25 million it needs to support its meteoric (but achievable) growth plan. Not only would an equity capital raise involve diluting current investors (who would now own a smaller slice of the eEngageLytics pie), but there would likely be other restrictions and obligations demanded by the investors (such as a board seat or two, some kind of dividend and many other “bells and whistles” inherent in a Series C preferred stock).

Now, there are, of course, other costs and complications inherent in both options:

  • Like all lenders (except maybe Mom), venture lenders charge interest – but we’re currently living in a very low interest rate environment, so the CFO must model out the difference between the interest payments from debt and the dividend payments that equity investors often require. Venture debt for a quality company like eEngageLytics is running between 5-9 percent of the total amount (varying based on how much and when I actually pull down the money from the $25 million commitment – another example of the flexibility of debt financing). Let’s call it 7 percent on average, so that’s a max of $1.75 million per year.
  • Also unlike Mom, debt holders always want to be paid back – often before a liquidity event, so our company must have a way to pay back out of future cash flows (a topic our lender will obviously focus on).
  • Venture lenders have other ways to get paid besides the interest payments. There’s generally a warrant component, which allows them to purchase stock at a preferred rate – but it’s typically less than 1 percent, so dilution is minimal (especially in comparison to an all-equity deal).
  • There’s typically various fees associated with the debt commitment, similar to closing costs for a mortgage; but, again, they are typically fairly reasonable (in this example, the likely fee would be about 1 percent of the total loan amount and some end of term fee to the lender (around 3 percent of the aggregate amount loaned.) Contrast that to the 6-7 percent ($1.5 – 1.75 million) that an investment bank would generally charge for a capital raise of this size.
  • Don’t forget, however, that the availability of debt of this size is highly stage dependent. When eEngageLytics was developing its products and getting its first few customers, it was a bad credit risk and could barely get a corporate credit card – hence its need to fund through equity. Now that it needs money “only” to accelerate growth and tide itself over until profitability (or to buy hardware, or to make an attractive acquisition, etc.), it’s a far better candidate for debt.

Taking the various fees and interest payments together, eEngageLytic’s CFO can generally calculate an effective interest rate (like my mortgage broker does) and we see that, in this case, I’m paying a fully loaded interest rate of 15 percent per year, inclusive of the various fees. That’s about $3.75 million per year. Factor in the effects of compound interest and it costs current shareholders $32 million to repay the loan (assuming they borrow the full amount over the three-year term we’re using for illustrative purposes).

Let’s now flash forward a few years and assume that I’m able to sell eEngageLytics for a cool half a billion dollars (maybe a national payer like Aetna or United will step up – they’re always good for that). Had we sold 25 percent of our equity, the earlier eEngageLytics shareholders would collectively receive gross proceeds of $375 million (75 percent of $500 million). Fortunately, however, the management team are regular HIStalk readers (or get good advice from other sources) and, realizing that the amount of money they raise in no way equals how cool they are, raises the $25 million in debt rather than equity capital. Factoring out the debt repayment discussed above, and eEngageLytics shareholders in this scenario receive $468 million, a whopping $93 million more (which will allow even Inga to buy a few new pairs of shoes!).

So, bottom line, I see using debt as part of a company’s capital structure as a powerful tool to grow a business while minimizing dilution to founders, employees, and other shareholders. Here in the Bay Area (as shown on the HBO series Silicon Valley with occasionally frightening accuracy), the size of one’s capital raise is often viewed as a proxy for all sorts of things – “coolness” being just one of them. The bottom line is that entrepreneurs need to consider all the costs and benefits of different sources and types of capital, and when it’s appropriate, to use each to fund a business.

Finally, to return to Mr. HIStalk’s home equity loan analogy: assuming I’m taking out equity for a good reason (say, to renovate my kitchen, not to go on vacation), I’d rather have to pay back the loan (debt) than have to share part of my house (or proceeds when I sell it) with another party if I allow them to purchase some of my equity instead. Debt has responsibilities that equity doesn’t (such as an obligation to repay), but it typically allows the borrower more control and the opportunity to maintain their ownership. Which option makes sense depends on the situation.

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Ben Rooks spent a decade as an equity analyst and six years as an investment banker. He has many friends who are venture capitalists, but he’d rather see returns go to entrepreneurs then to investors! Five years ago he formed ST Advisors to work with companies on strategic issues, only one of which is capital structure. He lives in San Francisco and absolutely loves e-mail.

Health IT from the Investor’s Chair 4/3/14

M*Modal from $1.1 billion to Chapter 11 – What Were They Thinking?

"Mr H, can you get Ben Rooks to opine on how smart Wall Street types could pay $1B for a $450M transcription company? Greater fool theory or something sinister?"

Sitting here in the Investor’s Chair, few things make me happier than a thoughtful question. I’m wondering what sinister theory you have in mind (and I’d love to hear it), but my view is emphatically one of the Greater Fool Theory. To support my thesis, let’s enter Mr. Peabody’s WABAC Machine and take a look at the events as they unfolded.

Long-time industry watchers will recall MedQuist (the predecessor company) from the 90s, when its growth was in large part driven by acquiring various transcription companies. As so often happened, earnings were ultimately missed, shareholder lawsuits appeared, and in this case, allegations of fraud emerged based on how MedQuist had been calculating its transcription billing rates. The company emerged from that peccadillo with a new management team. and one assumes, a new outlook on life.

Flash forward to July, 2011, when MedQuist acquired cloud-based natural language processing company, M*Modal (the * is presumably silent) for the fairly princely sum of $130 million in cash and stock. Princely in that it was over five times M*Modal’s run rate revenues, and the multiples of last 12 months revenues paid for medical transcription or HCIT companies were (using data from M*Modal’s later Fairness Opinion) 1.7x and 2.2x respectively. Hmm, interesting choice [valuation].

Back into the WABAC and skip forward to January 2012. Our next noteworthy event was six months later, when the company renamed itself M*Modal, according to its then CEO, “Illustrating our progression from a services-focused business to a provider of technology-enabled services and commercialized proprietary technology solutions.” Corporate brand identity is not part of the Investor’s Chair purview in this instance, but it seemed (even at the time) analogous to buying new carpeting and updating the landscaping prior to putting one’s house on the market.

In actuality, SEC filings show that even in October 2011, One Equity Partners had begun discussions with M*Modal’s management about acquiring the business in a Take-Private Transaction. Readers can review my previous post on how these work here.

Meanwhile, over the next few months, the company was approached by a number of other financial sponsors and a competitor referred to in the proxy as “Party A” (which I would guess was Nuance.) M*Modal went on to retain an investment banker, and by March, 19 private equity firms were invited to participate in the auction, of which 16 signed non-disclosure agreements.

As an aside, the value of NDAs is suspect at best, because over the next 10 days, representatives of five additional financial sponsors, having learned of the process from “unidentified sources,” separately contacted the Company’s financial advisors to indicate their interest in participating in the process and were subsequently invited to participate (because in auctions, the more, the merrier – as long as they can write checks — is usually a good rule). Bids were due April 26 and seven PE firms submitted.

Well, one would think that if financial buyers are attractive, strategic buyers should be more so, because they can bring various cost and revenue synergies to bear. That being the case, the bankers contacted five unnamed strategic players in late May, of which three immediately said, “Thanks, but no thanks” and two others said, “Sure, send us some materials.” Tellingly, neither of those submitted a bid.

Hindsight is generally pretty close to perfect, but this to me is the clearest evidence of the Greater Fool Theory in action. ST Advisors has on several occasions advised private equity investors on potential acquisitions. One of our questions to them invariably is, “OK, if you win this auction, you’ve just outbid all the strategic buyers. What will be different when you try to sell in a few years?” One can only wonder what One Equity’s thesis was. From the outside looking in, it appears to be a case of investors with little to no HCIT market insight believing their financial engineering skills could offset the risk of catching the falling knife that is transcription.

Over the course of the next few weeks as due diligence continued, some of the potential financial buyers notified the bankers that “they were withdrawing from the process, citing concerns about the ongoing profitability of the Company’s core transcription business, the nascent stage of the Company’s emerging healthcare technology business, and execution risks involved in the Company transitioning to a high-growth healthcare technology business.” Again, with the benefit of hindsight, good choice.

Party A was brought back in, but due to various concerns — especially relating to potential anti-trust issues — ultimately did not win the auction, leaving One Equity and M*Modal to announce on July 2 that it was acquiring M*Modal for $1.1 billion (a 19 percent premium over 180-day trading average and an 8.3 percent premium over the prior day’s close.)

Wow. $1.1 billion (2.4x LTM revenues) for a transcription vendor, albeit one with some spiffy speech rec, though Nuance certainly seemed to have that as well. Readers of this blog (or anyone not living under a rock) should realize that the ARRA-driven growth in EMR adoption is (very) likely to shrink demand for transcription. Based on the market dynamics, transcription pricing has been declining for several years. And other methods of data capture are becoming both more prevalent and easier to use. And other NLP vendors (Coderyte and A-Life Medical) were out there, again, wow. Over a billion seems like a lot here.

But did One Equity really spend over a billion dollars? Well, they did and they didn’t. Recall that the “L” in LBO stands for leveraged. A quick perusal of the data suggests that of the money paid:

  • $425 million was a term loan due in 2019
  • $250 million was a corporate bond due in 2020
  • $75 million was the company’s line of credit

leaving about 25 percent (or $250 million) in cash paid by One Equity and its investors. This left the rest to be borrowed from a syndicate of banks and investors (Fidelity was the largest debt holder, by the way).

Because there was a public market for these corporate bonds, we can track investor sentiment over the subsequent months. The bonds issued that summer at par value (meaning, you pay $100 for the bond for which the company has committed to pay you the $100 back, along with the agreed-upon interest). Shortly after Labor Day, approximately 90 days after the transaction was announced, the bloom began coming off the rose as the bonds started trading in the resale market at the mid-80s, showing that investors were beginning to get a tad skittish about the relative safety of this investment.

The bonds seemed to stabilize for some time, though in April 2013 the debt ratings were downgraded by Moody’s to “Outlook Negative.” Perhaps as a result, in June 2013, a new chairman and CEO were announced – Graham King and Duncan James, respectively – two industry executives with strong pedigrees and track records of creating shareholder value (disclosure: Duncan was QuadraMed’s CEO when it was a client of ST Advisors).

Despite this change, bond investors apparently continued to have misgivings, because by October 29, 2013, the bonds were trading at $60. A month later, they dropped from $58 to $45, indicating investors thought there was little likelihood the company would deliver on its financial commitments. On January 14, 2014, the bonds were trading at $37, and on March 20 of this year, in announcing its bankruptcy filing, M*Modal’s CEO made the understatement of the year (this being the biggest healthcare-related bankruptcy filing of the year so far): “When M*Modal was taken private in 2012, the acquisition was financed with a capital structure aligned with a specific set of assumptions that are no longer relevant.”

It’s hard to point the finger at anything sinister. I’m not privy to One Equity’s Investment Committee’s report or findings, but it definitely appears to be one of two components.

First, there’s sum-of-the-parts: (1) transcription – admittedly not a great business (and, in fact, worse than expected), but one generating cash, which can both cover some debt and fund some development; (2) technology (aka the original M*Modal), whose voice recognition and NLP solutions could be used for things such as data analytics, coding (hello ICD-10) and other sexier (read: high growth / margin / high multiple) businesses.

These two issues, together with a healthy (or perhaps unhealthy) dose of the aforementioned Greater Fool Theory likely drove the valuation discussion. In addition, its competitor Nuance was performing well, the company had a fairly attractive client base, and the new investors ultimately brought in a very talented CEO in Duncan James.

Still, weighing the fundamentals, it’s hard to imagine why One Equity thought this was a company worth over $1 billion or that it could support the debt service that a billion-dollar valuation required. As a result, their equity has likely been wiped out and the debt holders have been both crammed down and converted to a new equity.

This likely raises a follow-up question. Hey Ben, if the original M*Modal business was the gem here, why didn’t a PE firm just buy that? Recall that M*Modal at the time was a technology vendor with less than $25 million in revenues. That’s just not the kind of business that a PE firm can acquire as a platform acquisition, as it can neither be leveraged nor can it be big enough to generate the associated fees that drive the PE business model.

On the subject of transcription in general, I’ll close with a quote from arguably the world’s best (and wittiest) investor, Warren Buffett:

“Should you find yourself in a chronically leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks.”

Thanks again for your questions and keep them coming!

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Ben Rooks spent a decade as an equity analyst and six years as an investment banker, where he worked on transactions such as this. Five years ago he formed ST Advisors to work with companies on issues that don’t solely involve transactions. He lives in San Francisco and absolutely loves e-mail.


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