An admittedly skeptical take on the $18.5 billion Teladoc acquisition of Livongo (updated for additional analysis)

Gimlet EyeIs it time to call back The Gimlet Eye from her peaceful Remote Pacific Island? Shock acquisitions like Wednesday’s news that Teladoc is buying ‘applied health signals’ platform developer Livongo may compel this Editor to Send a Message by Carrier Seagull. 

Most of the articles (listed at the bottom) list the facts as Teladoc listed them in their announcement. We’ll recap ‘just the facts’ here, like Joe Friday of ‘Dragnet’ fame:  

  • The merged company will be called Teladoc and be headquartered in Purchase, NY. There is no mention of what will happen to operations and staff currently at Livongo’s Mountain View California HQ. 
  • The value of the acquisition is estimated at $18.5 bn, based on the value of Teladoc’s shares on 4 August. As both are public companies (Livongo IPO’d 25 July 2019, barely a year ago), each share of Livongo will be exchanged for 0.5920x shares of Teladoc plus cash consideration of $11.33 for each Livongo share. When completed, existing Teladoc shareholders will own 58 percent of the company and Livongo shareholders 42 percent. 
  • Closing is stated as expected to be in 4th Quarter 2020
  • Expected 2020 pro forma revenue is expected to be approximately $1.3 billion, representing year over year pro forma growth of 85 percent.

The combination of the two is, this Editor admits, a powerhouse and quite advantageous for both. It is also another sign that digital health is both contracting and recombining. Teladoc has over 70 million users in the US alone for telemedicine services and operates in 175 countries. Livongo is much smaller, with 410,000 diabetes users (up over 113 percent) and over 1,300 clients. They reported 2nd Q results on Tuesday with a revenue lift of 119 percent to $91.9 million but with a net loss of $1.6 million. 

What makes Livongo worth $18.5 bn for Teladoc? Livongo has made a major name (to be discarded, apparently) in first, diabetes management, but has broadened it into a category it calls ‘Applied Health Signals’. Most of us would call it chronic condition management using a combination of vital signs monitoring, patient data sets, and information from its health coaches to make recommendations and effect behavior change. Perhaps we should call it their ‘secret sauce’. For Teladoc, Livongo extends their virtual care services and provider network with a data-driven health management company not dependent on virtual visits, and integrates the virtual visit with Livongo’s coaching. It also puts Teladoc miles ahead of competition: soon-to-IPO Amwell, Doctor on Demand ($75 million Series D, partnerships with Walmart and Humana), MDLive, and ‘blank check’ SOC Telehealth. For Livongo’s main competitor in the diabetes area, Omada Health, it puts Omada certainly in a less competitive spot, or makes it attractive as an acquisition target.

It is also a huge bet that given the huge boost given by the COVID pandemic, the trend towards remote, consumer healthcare and management is unstoppable. Their projection is (from the release): expected 2020 pro forma revenue of approximately $1.3 billion, representing year over year pro forma growth of 85 percent; in year 2, revenue synergies of $100 million, reaching $500 million on a run rate basis by 2025. 

Taking a look at this acquisition between the press release and press coverage lines:

  • The market same day responded poorly to this acquisition. Teladoc was off nearly 19 percent, Livongo off 11 percent. (Shares typically recover next day in this pattern.) Livongo had, as mentioned, recently IPO’d and was experiencing excellent growth compared to Teladoc which was boosted by the pandemic lockdown. This Editor also recalls Teladoc’s financial difficulties in late 2018 with the resignation of its COO/CFO on insider trading and #MeToo charges.
  • The projected closing is fast for a merger of this size–five months.
    • Teladoc does business in the Medicare (Federal) and Medicaid (state) segments. It would surprise this Editor if the acquisition does not require review on the Federal (CMS, DOJ) and state health insurance levels, in addition to the SEC.
    • Merging the two organizations operationally and experiencing all those synergies is not done quickly, and cannot officially happen until after the closing. A lot is done formally behind the scenes as permitted, which has the effect of hitting the rest of the company like a hammer.
  • Unusually, the release does not advise on what Livongo senior executives, including Livongo founder Glen Tullman and CEO Zane Burke, will be coming over to Teladoc. The only sharing announced will be on the Board of Directors. It’s quite an exit for the senior Livongo staff.
  • Both have grown through acquisition. These typically present small to large organizational problems in merging the operations of these companies yet another time into yet another structure. There’s also always some level of client discomfiture in these mergers as they are also the last ones to know.
    • Livongo bought myStrength in 2019, RetroFit in 2018, and Diabeto in 2017. 
    • Teladoc just closed on 1 August its acquisition of far smaller, specialized hospital/health system telehealth provider InTouch Health. Originally a bargain (in retrospect) at $600 million in $150M cash and 4.6 million shares of TDOC stock, after 1 July’s closing, due to the rise in Teladoc’s stock, the cost ballooned to well over $1bn.
  • Neither company has ever been profitable

Your Editor can speak personally and recently to the wrench in the works that acquisitions/mergers of this size present to both organizations. Livongo is a relatively young and entrepreneurial organization in California with about 700 employees, compared to Teladoc’s approximately 2,000 or more internationally. Their communications and persona stress strong mission-driven qualities. On both sides, but especially on the acquired company side, people have to do their short and long term work amid the uncertainty of what this will mean to them. Senior management is distracted in endless meetings on what the merged organization will look like–departments, where will they be, who stays, who is packaged out, and when. Especially when the press releases make a point of compatible cultures, on the contrary, you may be assured that the cultures are very different. The bottom line: companies do not achieve $60 million in cost synergies without interrupting the careers of more than a few of their employees.

Another delicate area is Livongo’s client base, both individual and enterprise. How they are being communicated with is not necessarily skillful and reassuring. Often this part is delayed because the people who do this in the field aren’t prepared.

One has to admire Teladoc, almost without needing a breath, coming up with $18.5 billion quite that quickly from their financing partners after the InTouch acquisition. The growth claimed for the combined organization is extremely aggressive, on top of already aggressive projections for them separately. It’s 18x 2021 enterprise value to sales (EV/S) targets. The premium paid on the Livongo shares is also stunning: $159 per share including $550 million in convertible debt.  If patients start to return to offices and urgent care, Teladoc may have trouble meeting its aggressive goals factored into both share prices, as Seeking Alpha will explain.

Editor’s final comment: In the early stage of her marketing career, this Editor had a seat on the sidelines to much the same happening in the post-deregulation airline business–debt, buyouts, LBOs, and huge financings. Then there is the morning after when it’s all sorted out.

Wednesday’s coverage: TechCrunch, Investors Business Daily, STATNews, mHealth Intelligence, FierceHealthcare, MotleyFool.com

Joint announcement website    Investor Presentation    Hat tip to an industry observer Reader for assistance with the financial analysis.

For a follow-up analysis (with apologies to Carson McCullers): Reflections in a Gimlet Eye: further skeptical thoughts on the Teladoc acquisition of Livongo

Short takes: Livongo buys myStrength, Apple Watch cozies with insurers, Lively hears telehealth and $16 million

Livongo gets behaviorally stronger with myStrength. Extending from their base in diabetes and chronic disease management into behavioral health, Livongo made a logical extension with early-stage behavioral health company myStrength. A large percentage of those with chronic conditions are also struggling with a behavioral health issue–Livongo cites 20 percent but in this Editor’s opinion, the estimate is low. Both Livongo and myStrength have been very successful in the payment game, with both companies achieving payment and reimbursement by employers, insurers, health systems, and state/Federal payers. The other factor is that employers and payers want single, integrated platforms for wellness and disease management. Livongo last year bought Retrofit for its weight management program. Competitor Omada Health recently acquired the behavioral health technology of defunct Lantern. MedCityNews, Fortune, Livongo release

Apple Watch wastes no time in partnering with insurers. Or vice versa! Confirming that Apple Watch’s growth strategy hinges heavily on health via its new features are fresh agreements with Aetna/CVS Health and a rumored reach into three Medicare Advantage plans. The Aetna partnership is with an app called Attain, which blends Apple Watch activity tracking data with users’ health history to create personalized programs. The program is limited to about 250,000 slots plus additional slots for employer plans, and will debut this spring. Late last year, United HealthCare announced Apple Watches would be added to existing wellness program called Motion and their Rally platform. Both Aetna and United have tiered payment programs for the watches, with United adding a HSA reward. For Medicare Advantage plans, Apple is rumored that they will subsidize the watch for use as a health tracker and coach. FierceMobileHealthcare 30 Jan (Aetna), 14 Nov 18 (UHC), and 29 Jan (Medicare Advantage).

Lively adds telehealth to hearing assistance. Lively’s mobile-connected, direct to consumer hearing aids are adding more telehealth features such as remote tuning, virtual video consults with an audiologist, and an online hearing assessment/uploading audiogram for assessment. The NYC-based company also announced closing on a $16 million seed/Series A fundraising round led by Declaration Capital with participation from Tiger Management. There are an estimated 35 million Americans with hearing loss in a $10bn annual market. Hearing aids are rapidly adding digital and DTC features–others in the field are Eargo and ReSound. Lively releaseAlleyWatch, Mobihealthnews. (Lively is not to be confused with Lively!, acquired by GreatCall two years ago)

Shouldn’t we be concentrating on digital therapeutics rather than ‘health apps’?

Where the money and attention are going. The first generation of Quantified Self apps was all about viewing your data and storing it online in a vault or graphs…somewhere, usually proprietary. Your Pebble, Fitbit, or Jawbone tracked, you crunched the numbers and found the meaning. At the same time, there are wellness companies like Welltok, ShapeUp, Keas, Virgin HealthMiles, and RedBrick Health, usually working with companies or insurers, that use various methods (money, gamification, other rewards) to influence lifestyle and improve a person’s health in a quantified, verifiable, but general way. What’s happened? There are now apps that combine both data and behavior change, focusing on a specific but important (again) condition, coach to change behavior and verify results rigorously through clinical trials. Some, like Omada Health, prove through those clinical trials that their program successfully changes pre-diabetic indicators, such as weight loss, decrease cholesterol and improved glucose control–without medication. This results in big savings for insurance companies, one reason why a $50 million Series C was led by Cigna. Another model is to work with pharmaceutical companies to better guide treatment. Propeller Health with its asthma/COPD inhaler tracker is partnering with pharma GlaxoSmithKline on a digital platform to better manage lung patient usage, and surely this will go through a clinical trial. We will be seeing more of this type of convergence in medical apps. (The rebooted Jawbone Health Hub is moving in this exact direction.) The Forbes article, while short, is written by someone who knows the business of apps– the co-founder of the AppNext distribution/monetization platform. He does achieve his aim in making us think differently about the potential of ‘health apps’. 

Humana-Omada Health diabetes prevention program could cut $3 bn in Medicare expense: study

A study performed by insurer Humana using the Omada Health program for diabetes prevention effectively lowered weight, improved cholesterol, blood glucose and mood. 500 volunteer subjects from Humana’s Medicare Advantage program, enrolled during 2015, lost an average of 13 to 14 pounds over a year (7.5 to 8 percent). They also saw improvements in cholesterol levels, blood glucose levels and subjective measures of moods and self-care. Individuals were chosen from administrative medical claims based on metabolic syndrome diagnosis or a combination of three of four of the following diagnoses: prediabetes, hypertension, dyslipidemia, and obesity. Based on the researchers’ calculations, this type of prevention program among this group if widely implemented among overweight adults could reduce Medicare costs by $3 bn over 10 years, not only for diabetes but also heart disease and high blood pressure.

Omada Health’s program included an online small group support, personalized health coaching, digital tracking tools, and a weekly behavior change curriculum. These one-hour lessons focused on a single topic were delivered via laptop, tablet, or smartphone, and included interactive games or exercises, written reflections, and goal-setting activities. The content was approved by the CDC Diabetes Prevention Recognition Program. Data was gathered via wireless scale, pedometer for physical activity, online food intake logging and standard lab results. “In conclusion, this study demonstrated that older adults who agreed to participate in this program were able to engage meaningfully and gain important health and wellness benefits during a relatively short time frame.”

While the cost reduction estimate is exactly that, other studies directionally confirm health improvement and savings: the National Diabetes Prevention Program (NDPP) which is the model for the Omada program, the BMJ/Noom Health study, and the Fruit Street/VSee telehealth program being used by St. Jude Children’s Research Hospital, University of South Florida and University of Michigan. mHealth Intelligence, study (full text in Journal of Aging and Health/Sage Journals)

Who’s getting what!

Denny Hatch, the master direct mail copywriter and creative thinker, for decades had a private direct mail marketing newsletter called ‘Who’s Mailing What!’ This came to mind with some very big funding rounds in the past few weeks:

  • Omada Health’s Series C $48 million raise in September to boost validation, enhance its Prevention program and expand to state Medicaid for low-income patients. Current clients include Humana and Costco. Forbes attributed the size of the round to Omada’s approach in tying participant outcomes to over 50 percent of its compensation. MedCityNews.
  • Propeller Health‘s Series C of $21.5 million. This is a sensor on asthma meds such as inhalers that connects to an app. With 45 programs and clients like Dignity Health and Molina Healthcare, Propeller has been growing intensively since this Editor last saw them at the 2014 NYeC Digital Health Conference. Their total funding is now $45 million. TechCrunch.
    • And now that we mention it–don’t forget that TTA Readers receive a 10% registration discount on this year’s conference 6-7 December–use code TTA when registering. Click on the advert in the right sidebar to enter registration or view their event website.
  • Spain’s biotech sector got a boost when Ysios BioFund II Innvierte exceeded the initial fund target of €100 million (US$110 million), closing at €126.4 million (US$140 million). It recruited existing investors and multiple Spanish and European economic interest groups. With their Biofund I, Ysios has €191.4 million (US$220 million) in assets under management. MedCityNews
  • iRhythm closed its IPO on Tuesday with an over-allotment. Shares from last Thursday’s offering of 6.3 million shares at $17 on NASDAQ initially soared 65 percent to $28 before closing at $26.05. iRhythm’s Zio service is a cardiac monitor patch and long-term monitoring to determine whether a patient has an arrhythmia or atrial fibrillation. WSJ, Reuters
  • And before you have that AFib, if you are living in California, Heal can provide you with an in-person doctor house call from your smartphone for $99, which may be covered by a participating insurer. Series A round of $26.9 million. VentureBeat

Weapons in the Perpetual Battle of Stalingrad that is diabetes management

A major area for both medicine and for healthcare technology is managing diabetes–Type 1, Type 2 and also pre-diabetes, which is the term used to describe those who are on the path to Type 2 diabetes. Type 1 diabetics, because they have had it for years, usually since youth, have one battle and are fighting that Perpetual Battle of Stalingrad. As this Editor has noted previously, technological tools such as closed-loop systems that combine glucose sensors with insulin pumps take much of the constant monitoring load off the Type 1 person. [TTA 20 Aug, 5 Oct]

But the panel at MedCityNews’ ENGAGE touched on a point that rankles most pre-diabetics and Type 2 diabetics–the lack of empathy both healthcare and most people they know, including family, have for their chronic condition. Many feel personal shame. And digital health ‘solutions’ (a tired term, let’s retire it!–Ed. Donna) either drown the patient in data or send out, as Frank Westermann of Austria’s mySugr said, a lot of negative messaging. Adam Brickman of Omada Health, whose ‘Prevent’ programs are mainly through payers and employers, noted it was a real challenge to get people to change their lifestyle, but also change their state of mind. Their model includes peer support and health coaching, specifically to include that empathy. Home support also makes all ther difference between those who successfully manage their condition and those who don’t, according to Susan Guzman of the Behavioral Diabetes Institute. The approach is certainly not one-size-fits-all.  MedCityNews  In September, Omada received a sizable approval on its approach via a Series C round of $48 million. Current clients include Humana and Costco. Forbes attributes the size of the round to Omada’s approach in tying participant outcomes to over 50 percent of its compensation.