Weekend reading roundup: Amwell’s Schoenberg opines to Politico; Teladoc’s new CMO also opines, SPACs are done, done, done

If Teladoc’s Jason Gorevic [TTA 1 July] and new CMO Vidya Raman-Tangella (below) are suddenly available to the health press, can a Schoenberg brother be far behind? This brief Q&A with Politico is with Roy Schoenberg of Amwell and covers the state of telehealth, obstacles, abortion, consolidation, and automation. He stays pretty much on message with no surprises as the questions are short and, as is the practice, pre-submitted:

  • Telehealth is a distribution arm of healthcare, not just videoconferencing
  • The biggest war in telehealth remains state licensure–as it was pre-pandemic, past the ‘jumping in’ stage
  • Telehealth will not be a ‘pill mill’ for abortion pills (abortifacients) or controlled substances–it will be based on clinician professional judgment. (In the Editor’s opinion, this ‘hot potato’ was pre-written by the legal department.)
  • Consolidation as a question is not answered. We will see telehealth delivered by large healthcare organizations and telehealth that works with multiple brands. (What is not addressed is what telehealth services large healthcare organizations will go forward in using–the ‘high-priced spread’ of all-inclusives or the white-labels)
  • His opinion around automation is that it will be split between the camps of replacing clinicians, or augmenting them plus giving patients the opportunity to manage their health reality. (One wonders for what reality Amwell is preparing)

Teladoc’s new chief medical officer Raman-Tangella is also on the healthcare charm offensive with a Healthcare Dive interview on strategy and new products. She discusses enterprise clinical strategy and whole-person care, which echoes the Gorevic interview. There’s a diversion to ‘health equity’ which is first defined as a continuum [Editor’s term] of gathering data, taking solutions to customers, and seeking outcomes that validate the first two. She then moves on to closing care gaps through this information, especially in musculoskeletal and physical therapy, and returning to health equity, disparities and then (what we used to define as) proactive care based on all this patient information.

Forget the fork. SPACs as an IPO method are burnt and heading to the trash bin. Again [TTA 9 June] we have PrivCo’s Daily Stack addressing their demise, this time quantifying the crack of the full SPAC market (in and outside healthcare):

  • From one in 2009 to 248 in 2020
  • 2021: an estimated 50% of the total US IPO market in Q1 with 299 listings valued at $98.3 billion
  • 2022: 18 registrations this entire 2022 year and still in the process of raising $2 billion. (This Editor noted that the only healthcare SPAC apparently in progress is VSee and iDoc Telehealth with Digital Health Acquisition Corporation to close in Q3.)

As we’ve previously noted, SPACs are under attack by the SEC and by perpetual hair-on-fire for the press Senators such as  Elizabeth Warren. According to Bloomberg (sign-in needed), 30 SPACs have been called off this year. And as we’ve noted, there are healthcare SPACs like SOC Telemed which went private at a fire sale discount. Others like Owlet, Headspace, and Talkspace are struggling. Watchful eyes are on late SPACs such as Pear Therapeutics and Babylon Health. It’s a less-than-grand finale to what was touted as a low-muss way to IPO.

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