Picis to Acquire LYNX Medical Systems, Will Announce Goldman Sachs Equity Investment of $155 Million

High-acuity hospital information systems vendor Picis of Wakefield, MA will announce later today its intended acquisition of LYNX Medical Systems of Bellevue, WA, which markets revenue cycle management software and services for hospital emergency departments.

While terms were not disclosed, Picis President and CEO Todd Cozzens told HIStalk that Goldman, Sachs, & Co., advisor to Picis, will provide the company with a financial package worth $155 million. A portion of that investment will fund the Picis purchase of LYNX from its private equity firm owner, Francisco Partners.

Cozzens says the deal will combine the clinical expertise of Picis with the financial managment offerings of LYNX, both targeting the hospital emergency department. "LYNX Medical Systems focuses on revenue cycle management in the ED. It's a huge revenue opportunity for hospitals. CMS [Centers for Medicare & Medicaid Services] rules in the ED are much different. There are so many areas in the food chain from patient encounter to patient disposition where charges can get lost or mis-coded. It's a $25 to $35 per case improvement with this product, which will be even more when integrated with our clinical product."

Picis offers perioperative and intensive care information systems in addition to its CareSuite ED PulseCheck emergency department information system, which it acquired from ibex Healthdata Systems, Inc. in August 2004. "It does for ED what we did for OR in putting anesthesia and clinical and administration together," Cozzens told HIStalk. "We have a highly differentiated solution for these areas. It's a big trend. It's not good enough to just have clinical documentation and flowsheet information. You have to tie it to factors that are hard dollar, with a proven return that will stand up to scrutiny."

The LYNX software suite includes ED and clinic modules for patient tracking, documentation, visit level assignment, and CPT and ICD-9 coding. Its health information management application provides browser-based electronic records management, remote access, and coding workflow.

"LYNX is software as a service," Cozzens told HIStalk. "It's a great per-click business model. The content and algorithms have been through CMS audits. If you over-code, it's fraud, and if you under-code, it's lost revenue. LYNX has been tried and tested with CMS. This is not software you can build in a day. It's a great little company, a great little business, compatible with our clinical focus in ED. Picis will offer the first end-to-end solution for ED from clinicals to financials. LYNX sells to CFOs and has some great customers like Partners, Vanderbilt, Montefiore, Triad, and Yale-New Haven."

According to Cozzens, LYNX is profitable, with revenue of over $30 million that has increased by 800% in the past four years. Its 200 employees serve 350 healthcare organizations representing over 15 million encounters. Additional LYNX offices are located in Waterloo, IA and Tampa, FL. No management or location changes are planned. 

HIStalk asked Cozzens about integrating the product and company culture into Picis, which is located on the opposite coast. "We've been good at merging," he told us. "It's not like GE, where they don't like domain experts and they bring in the plastic and lighting people. We love the domain experts and invest in them and, hopefully, they will multiply. We know this will be one of our easiest integrations. It's easy to run companies in other locations if you have good management systems in place. Since I talked to you last, we've really beefed up our senior management team, people who know the enterprise software business. Big ERP went through what healthcare is going through 10 or 15 years ago. We've found that they're invaluable in driving better practices and stronger management systems."

The combined organization will service 1,350 hospitals in 19 countries, with reported annual revenues in the $125 million range.

Cozzens disclosed that Picis placed its initial public offering on hold three weeks ago so it could complete the LYNX acquisition, which had been in discussion since early spring. "It could not have happened with the IPO," Cozzens told us. "We wanted to raise money to do this. The timing wouldn't allow us to go out and then do the deal. There was too much space in between and it was time-sensitive. The company was going to be sold."

Goldman's investment eclipses the estimated $84 million the Picis IPO would have brought, Cozzens told HIStalk. "Private equity valuations aren't too far off of public valuations. Our shareholders didn't leave much on the table here."

Picis will eventually continue with its IPO plans, Cozzens told us, but with the critical mass and momentum that the acquisition will provide. "We never viewed the public offering as a seminal event, just a financing event," he said. "It was a no-brainer when we could arrange financing through strong terms, be a good deal for our shareholders and Goldman, and not be public at the same time. Critical mass will put the IPO at a different level at a higher market cap, with more analysts folowing and many different revenue streams."

Goldman's private equity financing makes it a major investor in Picis. According to Cozzens, the deal is Goldman's first direct investment in healthcare IT and the largest healthcare deal in Massachusetts this year. "At $155 million, it's nearly twice what we wanted in an IPO," Cozzens said. "Goldman is an investor, very close to being the major shareholder."

Goldman managing director Chris McFadden was quoted in a Picis press release. "The opportunity to invest in Picis is consistent with our long-standing desire to invest in companies with strong growth and earnings potential in healthcare. This investment underscores our belief that Picis has the strategy to meet this opportunity.” 

The acquisition is expected to close later this summer.

Mr. HIStalk's Cheap Seat, Hastily Thought Out Conclusions

• I like the deal. The only unknown is how much Picis paid. Goldman wouldn't have put in its own money if it didn't look good. It gives Picis a nearly unbeatable ED offering, something that no mainstream vendor can match. 
• This must have been a complex set of three-way agreements to hammer out, especially with two of the parties being private equity firms.
• Picis is smartly sticking with areas in which the big boys are weak instead of trying to fight an expensive, ill-advised CPOE-and-orders ground war. Plus, revenue-related systems are back in vogue again after lots of money was wasted on unused CPOE applications.
• How did I miss LYNX? I've heard the name and mentioned them a few times, but really knew nothing about them.
• When Picis put its IPO on hold three weeks ago, I wrote: "Related to Picis (but written before the IPO news came out) is my editorial in this week's Inside Healthcare Computing electronic update: 'Private vs. Public Vendors: I'll Take the Former,' in which I argue that the now-trendy private equity investment is replacing IPOs as the primary way for companies to grow. I have to admit that I felt traitorous when I wrote it because Picis is my sponsor and my argument is that current customers historically have fared worse after a vendor goes public (my vendors, anyway) but now I can feel OK about it. I still have confidence in Picis and I bet there's a positive reason they changed their IPO mind." Score: Mr. HIStalk 1, lots of other pundits, 0. Lucky guess, I admit.
• Goldman Sachs, $155 million. Damn! No wonder Picis passed on the IPO for now. Why hamstring yourself with all the publicly traded drawbacks and expense when you can get liquidity and financing needs without opening your kimono to the world? Plus, that's an impressive name to hang alongside your own. 
• Assuming Picis sticks with Goldman for its eventual IPO, Goldman can't weave itself too deeply into the Picis operations. While I'm sure they'll be involved in strategic decisions, they can't load up the Picis board and management ranks with insiders and then float the IPO.
• While Goldman will reap management fees and a cut of the profits, that at least that aligns their interests with those of Picis, i.e. they make money together or not at all.
• Francisco Partners flips LYNX after holding it for just 18 months. They just bought Dairyland Healthcare Solutions a few weeks ago, you may recall. The trend of private equity investments in the HIT industry is full steam ahead. It won't end here, but the real question is how long those companies will sit patiently while waiting for a big payday. Will they buy and hold or slash and burn? It would be fun to know how much they made on LYNX (and how much of Goldman's interest in Picis ownership hinged on that piece of the puzzle).
• Todd Cozzens is among the best businessmen in the industry, especially given his role as co-founder of a relatively small, privately held company. He just got a $155 million vote of confidence from the Cadillac of investment bankers and hasn't even IPO'ed yet. Who would have guessed he'd be that much of a star after starting up a fairly unexciting niche vendor in 1994 and sticking around all these years?
• It was cool of Todd to contact me personally in advance of the announcement. I bet his marketing people thought he'd lost his mind in trusting an anonymous blogger with an embargoed story (meaning I was on the honor system not to run it before 12:01 a.m. on July 24). He also offered a potential follow-up to our interview awhile back, which I think you'd enjoy.