Up Close
Up Close with
Neoforma’s
Bob Zollars
Dot-com chief talks candidly about the rollercoaster ride of losing
money, making money and saving money for healthcare facilities
by Rick Dana Barlow
As
one of the largest and longest-running online e-commerce service
companies in healthcare – and one of the few left – Neoforma Inc.
certainly has seen its fortunes rise and fall with the impulsive stock
market, the fickle financial community and even with the skeptical and
frequently cynical industry it serves.
CEO Bob Zollars exited the cushy confines of a Cardinal
Health corporate office more than five years ago to helm a rapidly
rising Neoforma that would peak too soon during the dot-com bubble and
spend the last four years sliding from its stellar perch. Under Zollar’s
watch, however, Neoforma engineered an initial public offering and a
massive strategic partnership with the nation’s largest group purchasing
organization (Novation) that still has people wagging their tongues and
arching their eyebrows. His track record also includes numerous
acquisition deals – more of them profitable for Neoforma than not, and
those that didn’t fit the mold were wisely sold off. Still, Zollars
doesn’t flinch with the knowledge that Neoforma’s balance sheet shows a
cumulative loss of nearly $739 million as of Sept. 30, 2004. Instead, he
focuses on his company’s fiscal transparency, lack of debt and
opportunity for long-term growth.
In an exclusive interview with Healthcare Purchasing
News Senior Editor Rick Dana Barlow, Zollars tackles some tough
questions lobbed his way about Neoforma business strategies, finances
and operational tactics, most importantly its recent decision to seek
out a potential buyer or merger partner.
HPN: You’re entering the midway point of a 10-year
exclusive contract with Novation and just signed up Consorta so what
motivated you to make the decision now to hire Merrill Lynch & Co. to
help explore "strategic alternatives," such as a merger or acquisition?
ZOLLARS:
Neoforma is exploring strategic alternatives to maximize stockholder
value. As in any public company, Neoforma’s management and board of
directors consistently evaluate alternatives, and we believe now is the
right time to broaden our exploration of these opportunities. We have a
solid and stable financial position, as our balance sheet is strong and
we are generating a consistent positive cash flow. Neoforma has made
great strides over the past five years in delivering well-documented
value to our customers – including $100 million in value among a
sampling of 280 of our 1,200 hospital customers in 2004. While our
Novation relationship has been a great strength, we’ve been challenged
in generating new business outside of that relationship. We know that
there is broad interest in what we do and some exciting alternatives for
us and our stockholders
Critics and some analysts and observers may comment that
it took you guys long enough to make this decision, which
they may feel was
inevitable given the healthcare industry’s slowly developing propensity
for computer implementation. What would you say to them?
Karl Bays, the past leader of American Hospital Supply
Corporation and someone I have greatly admired, used to have a saying:
‘Would the spectators kindly leave the field?’ I would apply that to
those who observe and offer commentary, yet who haven’t been in the
game. We’re extremely proud of the passion and commitment of our
employees, and of what they’ve built over the past five years. We are
also proud of the leadership position we’ve established in the industry.
With 1,200 hospital customers and nearly $11 billion in volume – more
than double the volume than our closest competitor, GHX – we’ve proven
the value of our solutions and the role we play in improving the
healthcare supply chain. The provider community trusts us because we
approach the challenges of the supply chain with their needs in mind and
understand their problems. We’ve proven that we bring value to the
supplier community as well, and have significantly more supplier
customers than any other supply chain management solutions company in
healthcare. As a public company, I’m happy to say we’re debt free,
generating cash and in a very healthy position financially. The decision
to hire Merrill was driven by our strategic planning process and our
longer-term growth plans for Neoforma. It is simply the next logical
step in the evolution of our company and we’re very excited about it.
How do you convince
skeptics and cynics that this decision represents the next phase in
Neoforma’s development and growth and not a failure to live up to
industry hype and meet customer expectations?
We’ve heard from so many skeptics and cynics over the
past five years that their views have very little impact on us. We spend
most of our time focused on what our customers think, not what the
naysayer thinks. Our customers are responsible for what we’ve built and
delivered, and they continue to give us great insight and support for
future development because they trust that we have their needs in mind.
Six years ago, there was a lot of hype about e-commerce, but Neoforma is
still here today, making a difference in the healthcare supply chain. I
can’t say the same thing for many of our past competitors. But don’t
take my word for it, ask our customers who are living and breathing our
solutions every day, who have told us that they never want to return to
the old way of doing things. The results of our extensive value
documentation efforts also speak for themselves – more than 280
hospitals documented $100 million in value in 2004 from using our
solutions.
Without naming
names, what type of business organization do you believe is the best
potential suitor for Neoforma? Manufacturer? Distributor? GPO? Provider?
Software company? Venture capital firm or investment house? Why?
We are willing to explore any opportunity that will
ultimately drive the best value for our stakeholders. We’re early in the
process, so it’s hard to predict what the outcome will be. Possible
scenarios include selling Neoforma to a larger company, merging with
another company of similar size and/or strategic intent, going private
and/or implementing a stock buy back program, among other alternatives.
We know there is interest out there in acquiring or merging with
Neoforma from a variety of industry segments, but let me reiterate that
we’re exploring all strategic alternatives with many kinds of companies
in order to maximize stockholder return.
Five years ago if
you populated a dot-com panel you’d see executives from the likes of
Medibuy, Medpool, BuyMedical, MedicalBuyer, MedConduit, and the list
goes on. What sealed their fates, in your opinion, and how did Neoforma
avoid those hurdles up to this point?
I count at least five drivers to our success:
1.
Customer Value – We’re really resilient and we do whatever it takes to
help our customers succeed. Our provider orientation has really helped
us in understanding what hospitals are facing and what they need.
Hospitals trust us for this reason, and have turned to us to help them
confidently take charge of their supply chains knowing we are on their
side. Today, Neoforma provides supply chain management solutions to more
than 1,500 hospitals and suppliers to help drive improvements in the
business of healthcare. But you can’t just provide the solutions; you
have to also document the value of those solutions to truly determine
how you are helping. We did that as mentioned above.
2.
Solid Partnerships – We have great partnerships with Novation/VHA/UHC.
We are also a reliable, trusted partner for Consorta. Our GPO partners
represent the nation’s leading hospitals, including academic medical
centers, leading faith-based organizations and community hospitals.
These GPOs are leaders in driving supply chain management to their
membership base and standards in healthcare.
3.
Strong Balance Sheet – We were able to raise enough capital to sustain
the business, both through private rounds and our IPO. We have no debt
and plenty of cash in the bank. As the only public company in the space,
we provide complete transparency to our financials, and operate with an
open book so our customers, shareholders and partners can see how we run
our business.
4.
Experienced Management Team – Our management team has grown up in
healthcare, and knows first-hand the complexities that exist in the
space.
5.
Determination – We are very proud and committed to what we do, and we
simply refuse to fail! We’re not afraid of the hard work. Our customers
recognize this in us, and have confidence in what we deliver.
If someone told you that the Novation deal represented
the corporate coup of
a lifetime for Neoforma,
how would you respond?
At the time we did the deal, people thought we were
crazy. They said it was too expensive, and that GPOs would eventually
fade away. Almost five years later, the relationship has worked out
extremely well for both us. For Neoforma it has given a small company
the stability of an industry leader and for Novation and their member
hospitals, it has allowed them to take millions of dollars of cost out
of their supply chain. And frankly, we’re just getting started. I
believe the value will grow exponentially in the coming years.
Right around the
time the dot-com bubble began to implode Neoforma decided to pursue
developing and growing its business with Novation rather than reach out
to new customers in the acute and non-acute care segments. Was that a
wise move or a necessary one? Why?
It was both wise and necessary. We’ve certainly been
pleased with the results of the partnership. The people, culture and
values of VHA, UHC and Novation fit well with what we’re trying to
accomplish, which is to make a difference in healthcare. Prior to that
decision in the spring of 2000, we were adding hospitals at a relatively
slow rate. In the first 90 days after we partnered with Novation, we
signed 200 new hospital customers.
We believed all along, you had to have the buyers first
and if you could accomplish that, the suppliers would look for a way to
work with you. It also allowed us to meet with these customers and
develop a very focused product roadmap based on a consistent view of the
supply chain. This focus was a laser aimed right at their greatest pain
points. That’s allowed rapid deployment of increasing functionality,
which in turn brings more adoption.
If we hadn’t done the Novation deal, I wouldn’t be here
speaking to you about the company, because we most likely wouldn’t exist
today. It is a great partnership, with a view toward the long-term
success of making the healthcare supply chain more efficient.
How does the recent
deal with Consorta, which steadfastly resisted hooking up with a dot-com
until now, affect Neoforma’s credibility in the healthcare industry, as
well as among potential investors?
We love the folks at Consorta because they share our
provider orientation, and our passion for making the healthcare supply
chain more efficient. This is a very important relationship for us
because Consorta was able to see past the VHA/UHC ownership issue and
really place a value of what we are able to help them accomplish. We
called on Consorta for over three years before we got a single piece of
business, but throughout that process we have built a trusting
relationship that we think will continue to grow in the years ahead. The
one remaining question investors have of our company is how fast can we
grow outside of Novation and this relationship is a good start to
accelerating that growth.
Many of the dot-coms
that tried to wiggle their way into the healthcare market either folded,
sold themselves to the highest bidders or transformed themselves into
software development companies. For a company like Neoforma to have
stuck it out, how much sense does it make to consider a
merger-acquisition opportunity or to merely become a software developer
and compete with the ERP/MMIS companies?
We believe that the combination of technology,
information and services – delivered to the customer quickly and with
minimal business disruption – is the only way to achieve sustainable
returns on dollars invested in ‘software.’ Further, we think that for
healthcare, it needs to be a vertical solution, tailored to the unique
requirements of this huge industry.
Healthcare is so unique, both in good ways and bad, that
many seemingly brilliant technologists just couldn’t build a sustainable
business because they didn’t understand these nuances. Most of our
employees have spent their careers in healthcare. It’s what we know.
We get asked if we’re ‘only going to stay in healthcare’
or if ‘we’re going to be a software company.’ The answer is that we
intend to stay focused on the healthcare supply chain. The reality is
that healthcare’s supply chain is very unique, very big, and very ripe
for improvement. Our solutions address critical needs in the industry,
and while we still have to execute – price correctly, listen to
customers, pay attention to quality, etc. – we are very excited about
the opportunity in front of us. We have to develop software, yes, but we
also have to figure out how to make it usable for our customers, wrap
services around it to accelerate adoption of and reliance on our
solutions, and infuse data and information into the solutions.
Regarding mergers and acquisitions, some of the best
decisions we’ve made have been to avoid doing deals for deals sake.
We’ve really been fortunate at dodging some bullets in this regard. On
the other hand, when the opportunity presents itself for what I’ll call
a ‘tuck-under’ acquisition that fits our mission of healthcare supply
chain, we’ll jump on it. HPIS and Revelocity are two examples of this.
You should expect to see us continue this, but always with an
uncompromising focus on healthcare.
Neoforma signed a strategic partnership deal with GHX a
few years back – as did Broadlane. GHX then acquired
Medibuy.com, in
lieu of a similar strategic partnership. Did Neoforma ever consider a
merger with or acquisition by GHX? Why?
We initiated a partnership agreement with GHX in 2001,
and were the first to do so. Our hospital customers felt that getting
access to GHX’s key founding suppliers was important so we established
the Integrated Solution agreement and licensed some of our technology to
GHX to enable those connections. Currently approximately 160 of our
hospital customers take advantage of this Integrated Solution.
While a merger or acquisition hasn’t occurred, it is a
fascinating intellectual conversation that the vast majority of their
revenue comes from suppliers and most of ours comes from the buyers. So
as an industry, we’re seeing relatively equal funding from the buyer and
seller sides of the supply chain. I think that’s good and it makes sense
as we believe the value accrues to both sides almost equally. It would
probably be good for the industry to have the two come together as it
would help set standards and it would eliminate duplicative investments
we’re both making in infrastructure. But the reality is we both come to
the party with different priorities and interests.
GHX is a privately
held company whose shareholders are manufacturers, distributors and
several prominent GPOs. Meanwhile, Neoforma is a publicly held company
whose major organizational shareholder is Novation via VHA and UHC. How
do you position Neoforma to compete in today’s economy?
There’s no doubt that this is a challenging time to be a
public company, but as we’ve all seen, things change, often very
quickly.
We feel very good about our competitive position. We
like the transparency and visibility that being public affords, even
when it is difficult. And, we like the clarity we get from being
accountable to our customers and stockholders for results. It has driven
us to a significant lead in volume and customers, and we believe it will
continue to be on balance a significant asset going forward.
While GHX is a private company that touts itself as a
not-for-profit, it’s crystal clear that their 16 equity-owning suppliers
are very much public and definitely for profit, generating a little over
$1.5 billion in gross profit per year! Several of their supplier owners
individually make more money than all of VHA and UHC hospitals do
combined.
As it relates to how we will compete, we will focus on
our customers, on what they want. We’ll sell the way our customers want
to buy. We will operate in a highly focused fashion. We’ll deliver on
our promises. You may believe it’s more difficult to run a business
that’s public. But, since you brought up GHX, how does even Mike
Mahoney, who is a very talented guy, run a business with 15 board
members (only four of which are independent) and seven observers? Whose
product idea gets built first? With that many parties around the table
it would remind me of an industry trade association. Frankly, being
public has got to be a lot easier than that!
If Neoforma is
acquired by another organization do you fully expect to remain with the
company indefinitely? Why?
Until we know what is going to happen, I can’t really
answer that question. I think it depends on if we get acquired and if we
do, by whom. Right now, we are now focused on selecting the right
strategic option that is in the best interests of our stockholders,
customers and employees. We want to position Neoforma to achieve our
original goal of changing the healthcare supply chain for the better.
If you were to
characterize 2005 as the sunset of Neoforma’s life as an independent
company, what would you say was its greatest accomplishment to date and
why?
I prefer to think of this as just the sunrise of a new
day, but regardless of the metaphor, there is a very clear answer in my
mind. And it was reinforced for me recently at an all-employee meeting
we held. Neoforma’s greatest accomplishment is the culture our people
have created – a culture built upon a passion and commitment to improve
healthcare and serve our customers. The people in this company are
exceptional, and I am humbled by the work they do everyday and am proud
to be working with them.
What impact will
Neoforma have had on the healthcare supply chain in five years ?
Neoforma will always be known as the trusted provider of
supply chain management solutions for healthcare. We’ve demonstrated the
unique value that a vertically focused supply chain management solutions
provider can deliver. Our customers – both hospitals and their suppliers
– will point to Neoforma’s solutions as being core in driving
operational efficiencies. Our portfolio of solutions will cover the full
healthcare supply chain spectrum, from sourcing to use.
If I were to have
asked you five years ago what Neoforma would look like today, what would
you have said and how does that match up with what’s happened to the
company so far?
While our product mix looks different than it did at the
outset, our goal has always been to make healthcare more efficient. That
hasn’t changed. The level of talent we’ve been able to attract has gone
beyond our expectations, as well as our employees’ passion for and
commitment to improving healthcare and delivering for our customers. I
couldn’t be more proud of our people.
The rapid consolidation of the industry – leaving only
us and GHX as the two ‘pure play’ technology companies in the segment –
was more rapid and unforgiving than we expected. A lot has changed, but
the market need is still great.
What’s the biggest
misconception hospital CEOs and supply chain managers have about
Neoforma? What about suppliers? How do you change that?
The misconception that Neoforma is essentially a part of
Novation is the most common. When we sit down with CEOs and supply chain
managers to help them understand how our solutions work, how the
customer’s data are protected, and the impact our solutions can have on
their operations, this misconception is quickly cleared up.
We’re working to improve the market’s understanding of
Neoforma. We launched an initiative in March 2003 aimed at clearly
articulating who we are, what we do and how what we do benefits our
customers, and have built upon these activities since in all of our
market outreach.
We’ve invested in driving the industry dialogue about
the opportunities for improvement that exist in the healthcare supply
chain. This started with our sponsorship of the now widely cited (by
customers and competitors alike) ‘Value of eCommerce in Healthcare’
study, and continues with a number of educational, value documentation
and case studies designed to answer the two most common questions we
get: What’s it worth? And how does it work? In fact, we helped 280 VHA
and UHC customers document $100 million in value from using our
solutions in 2004.
Neoforma jettisoned its founding strategy of offering
providers facility and room design services with product placements as a
marketing tool, sold off its equipment auction/repair division and
exited the nonacute care market in favor of e-commerce services to
primarily Novation facilities. Do you plan to re-enter these areas via
strategic partnership agreements or maintain a
steady-as-she-goes
plan to reach eventual profitability?
We made the decisions to divest of these businesses,
including the one that our company was founded around, in order to drive
an intense focus on our core supply chain management solutions business.
Focus has been a very important contributor to our success, and has been
essential in delivering value to our customers. We’ll continue to
evaluate opportunities, through in-house development, strategic
partnerships and even acquisitions, to solve business problems that our
customers ask us to solve, and are willing to pay us to fix.
What’s the dollar
volume in annual purchases going through Neoforma right now?
We have successfully contracted with more than 15% of
the hospitals in the U.S. and we supported more than $10 billion in
healthcare purchasing last year.
According to
Neoforma’s SEC reports, the company has lost nearly $739 million total
as of Sept. 30, 2004. When do you anticipate Neoforma recovering from
those losses and financially operate in the black?
The vast majority of that loss involves non-cash charges
that have little to do with our operating results, which have been
cash-flow positive since last year. Due to accounting treatment, we are
amortizing the stock that was awarded to VHA and UHC at a price of
$51/share. This is a non-cash charge that runs through our income
statement each quarter, contributing to our losses. The big net loss
number is something the press likes to tout, but is not important to our
business and our customers. The majority of these non-cash amortization
charges go away in mid 2005.
There is no doubt it took significant investment to
build the infrastructure we now enjoy. I don’t expect many new entrants
to try and replicate it. Our balance sheet has never been stronger and
we’re aggressively paying down debt. While we haven’t disclosed when we
will reach GAAP profitability, we’re very confident that we’ll continue
to build a company that will generate significant return for its
customers, stockholders and employees.We’re proud of what we’ve been
able to accomplish to date, and extremely excited about the future.
HPN
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