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Welch Allyn’s PediaVision acquisition could be SPOT-on
SKANEATELES FALLS — On June 3, Welch Allyn Inc., a global medical-diagnostic-device company headquartered in Skaneateles Falls, announced the acquisition of certain assets from PediaVision Holdings, LLC, based in Lake Mary, Fla. Most details regarding the price and assets purchased were not released, but the transaction included the corporate name, customer list, and a new
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SKANEATELES FALLS — On June 3, Welch Allyn Inc., a global medical-diagnostic-device company headquartered in Skaneateles Falls, announced the acquisition of certain assets from PediaVision Holdings, LLC, based in Lake Mary, Fla.
Most details regarding the price and assets purchased were not released, but the transaction included the corporate name, customer list, and a new generation of vision-assessment technology marketed under the brand name “SPOT.”
“SPOT is a fast, portable, easy-to-use binocular-vision device designed to screen for refractive error,” says Richard M. Farchione, Welch Allyn’s senior global category manager. “The operator merely points the device and pushes a button, just like taking a photo … SPOT has a different technology than our current product line, such as SureSight [Vision Screener]. It scans both eyes simultaneously and offers additional information on eye misalignment. The enhanced communication capabilities allow the user to import patient lists and export test data. This device can be used anywhere and on patients of any age, but it is especially beneficial in testing young children who may not be able to sit still for a conventional eye scan.”
Farchione then demonstrated the new product on this reporter. Within seconds, he had a readout verifying my ocular irregularities. Farchione says Welch Allyn will price SPOT at the $7,500 level. SureSight sells for $4,725, according to the company’s website. Farchione estimates that a physician’s return on the investment can be achieved by using SPOT just once a week for a year. The device first went on sale in 2008.
“PediaVision’s employees and contractors will be retained under a transition service agreement (TSA),” says Stephen F. Meyer, Welch Allyn’s president and CEO. “We have asked that everyone remain with the company in their current capacity throughout the transition period. The device will continue to be developed and sourced by PediaVision’s existing manufacturing partners. In other words, it will be business as usual for PediaVision’s customers and suppliers. The agreement ends on Dec. 31, and we plan on having consulting agreements in place with [David] Melnik (PediaVision’s founder) and others.” Meyer says that Welch Allyn will continue to rely on the Mack Group, a manufacturing partner with headquarters in Vermont.
“PediaVision is a good fit for us,” continues Meyer. “It offers Welch Allyn an opportunity to not only expand the company’s current vision-screening technology [such as the SureSight, the Vision Screener, and the Autorefractor] but also to offer our customers a more expanded suite of early detection solutions for health care. We have the global distribution reach to take SPOT to the next level.” According to Jamie Arnold, Welch Allyn’s manager of public relations and internal communication, the Skaneateles Falls manufacturer will rebrand the product later this year.
PediaVision was one of two companies owned by Venturecore Holdings, LLC; the other is Adventure to Fitness. Venturecore is a closely held business incubator established in May 2007 with interests in diverse companies. The CEO & founder is David Melnik, an entrepreneur who founded Kinetics in 1997, the company that revolutionized the airline industry by introducing automated, check-in counters. He sold the company in 2004 and focused on vision-screening technology to solve the global problem of undiagnosed vision problems. PediaVision currently has 16 employees and subcontracts its manufacturing.
Past deals
Welch Allyn has long had a strategy of growing both organically and through mergers and acquisitions. The company bought Tycos, a division of the Sybron Corp., back in the mid-1980s. This launched its entry into monitoring blood pressure. In 1994, Welch Allyn bought GSI, which manufactured audiometers, and acquired the stock of Protocol Systems in 2000. Protocol specialized in patient monitoring. Next, Welch Allyn bought a Dutch company in 2003 — Cardio Control — which marketed medical-diagnostic systems for heart and lung functions. In 2010, Welch Allyn bought Trimline [Medical Products], a maker of disposable, blood-pressure cuffs and accessories, thus broadening its portfolio of blood-pressure products.
The Skaneateles Falls–based manufacturer has also divested itself of certain product lines that were no longer part of the company’s core diagnostic medical devices and solutions. In May 2010, Welch Allyn spun off its Solarc lighting-product assets and ProXenon, a surgical-headlight camera system. It had previously sold off its Hand Held Products affiliate (bar-code scanners) in late 2007.
Welch Allyn started in 1915 with a single product: the first, direct-illuminating, hand-held ophthalmoscope. The company struggled for several years until William Noah Allyn, a co-founder, attended a trade show in New York City. Unable to pay for a booth, he strategically positioned himself and a suitcase full of product in front of the men’s room. Allyn sold all the ophthalmoscopes he had brought to New York.
Nearly a century later, Welch Allyn’s product categories are widely diversified to include physical assessment, vital-signs monitoring, diagnostic cardiopulmonary, software and services, and thermometry. These devices transmit information, which the company describes as the connectivity solution, to many electronic-medical-record systems serving clinicians’ offices, hospitals, clinics, community health centers, and medical schools.
Today, Welch Allyn employs 2,600 globally across 26 countries. Of those, 1,300 work in Central New York. The Business Journalestimates the company’s annual revenue at between $600 million and $700 million. The corporation is privately held by the Allyn family with some fourth-generation members either on the board or working in the company. The manufacturer occupies 800,000 square feet worldwide and generates 35 percent of its sales from exports. Of total sales, 30 percent are generated from disposables and 70 percent from the sale and maintenance of diagnostic equipment. The company’s main manufacturing sites include Skaneateles Falls, Tijuana, and a new location in Suzhou, China (two-hour drive west of Shanghai).
Meyer
“Practical innovation has guided this company for a century,” Meyer observes. “It has made us the market leader in core, physical-exam products. Through innovation to physicians and clinicians, Welch Allyn has continually improved the tools providers use every day. Key to our success is the emphasis on research and development. We employ 200 scientists and engineers who are credentialed and invest 7 percent to 8 percent of the annual revenue in this area on breakthrough products for which the company currently holds more than 630 patents. R&D is a collaborative effort with researchers here; in Beaverton, Ore.; and in Singapore.”
Meyer became president and CEO in March 2012. Among his challenges is a changing health-care model. “The entire health-care system is in flux,” Meyer opines. “It’s not clear yet how providers will be compensated. There is a move to change the fee-for-service model to paying for performance. This will necessitate a form of capitation, where the provider will be paid a periodic fee for maintaining the health of a patient. In the long run, the new model should benefit Welch Allyn, because the provider, in order to contain costs, will have to focus on preventive care. Since 1915, our company has delivered everyday, practical, diagnostic tools to help doctors and clinicians improve their patients’ outcomes. This is one way to help contain the long-term costs of health care.
“I also see more consumer involvement in the process. Generally, the public is better educated today about health care and is taking a more active role in monitoring their personal health and its cost. I also see a consolidation of providers into huge, integrated systems, because scale [in the evolving health-care system] is important. This means fewer customers to whom we can sell our products.
“The difficulty is in understanding exactly how the changes will occur and how quickly. And there are other trends we are watching carefully. Both the patients and those paying the bill prefer to keep the patients at home rather than in an institution. The picture isn’t clear yet as to how this trend will evolve because the compensation model is still unclear.
“Then there is the growing use of telemedicine. The need to gather and transmit data and images is having a major impact on our business.”
Meyer also has to wrestle with the need to think internationally. “A large part of our growth comes from outside the U.S.,” stresses the company CEO. “To maintain our position as a leading, global manufacturer of medical-diagnostic equipment, Welch Allyn has to respond to the growth in the developing world, especially in the BRIC (Brazil, Russia, India, and China) countries. This means understanding the needs of providers everywhere and complying with complex regulations.”
In addition to Meyer as president and CEO, the management team at Welch Allyn includes Joseph Hennigan as executive vice president and COO, Michael Ehrhart as executive vice president of product development, Daniel Fisher as executive vice president of human resources and organization leadership, Janie Goddard as executive vice president of strategic business units and marketing, Gregory Porter as executive vice president and general counsel, Jon Soderberg as executive vice president of corporate development, John Tierney as senior vice president of the Americas, and Hisham Hout as senior vice president of Europe, the Middle East, and Asia.
Meyer, a native of Michigan, holds a bachelor’s degree in biology from Alma College and an M.B.A. from the University of Rochester. He joined Welch Allyn in 1981 as a sales representative in Detroit. Meyer has held positions of senior leadership in international sales, marketing, product development, and general management. Most recently, he served Welch Allyn as the company’s chief global business officer. Meyer lives in Skaneateles with his wife Susan. The couple has two sons.
Contact Poltenson at npoltenson@cnybj.com
WYNIT buys Minnesota company for $15 million; nearly doubles sales
CICERO —– On July 9, WYNIT Distribution, LLC, headquartered at 5801 E. Taft Road in the town of Cicero, inked a deal to buy “substantially all of the assets” of the Navarre division of Speed Commerce, Inc. (NASDAQ: SPDC), a publicly held company headquartered in Minnesota. Craig–Hallum Capital Group acted as the investment banker for
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CICERO —– On July 9, WYNIT Distribution, LLC, headquartered at 5801 E. Taft Road in the town of Cicero, inked a deal to buy “substantially all of the assets” of the Navarre division of Speed Commerce, Inc. (NASDAQ: SPDC), a publicly held company headquartered in Minnesota.
Craig–Hallum Capital Group acted as the investment banker for the seller in the transaction.
WYNIT, founded in 1987, is a national distributor of products in the consumer electronics, photo, wide-format printing, security, and outdoor industries. The company serves a wide range of customers from large retailers and independent resellers to dedicated business units. In addition to its Syracuse–area location, WYNIT has distribution centers in Memphis, Tenn. and Reno, Nev. Navarre, founded in 1983, is a national distributor of consumer electronics and accessories, video games, and proprietary software products for PC and Mac platforms. The company has facilities in Minneapolis; Richardson, Texas (Dallas); Cedar Rapids, Iowa; Bentonville, Ark.; and Mississauga, Ontario, Canada.
According to the Form 8-K filed with the U.S. Security & Exchange Commission (SEC) on July 9, the purchase price for Navarre was $15 million. Speed Commerce received $5 million of the all-cash deal at the closing. The additional $10 million is secured by a promissory note, which in turn, is secured by the buyer’s assets.
The seller subordinated its security interest to the buyer’s secured lenders. No principal payments are due in year one with the principal balance amortized over three years. Post-closing modifications are included in the agreement for working-capital adjustments and for the repurchase of uncollectible receivables. The sale did not include the assets of Speed Commerce’s e-commerce division.
“This was a dream acquisition,” asserts Peter Richichi, WYNIT’s COO and a 50 percent member of the LLC. “It was a once-in-a-lifetime opportunity. Navarre is in the same business: buy, hold, sell. They have 350 suppliers, and only one overlaps with us. By putting the two companies together, we now have relevant and meaningful relationships with the largest retailers in the United States and Canada, including Best Buy, Target, Walmart, Costco, Staples, Office Depot, Office Max, and Apple Stores. That makes us a leading distributor [of these products] to retail in the U.S.
“WYNIT can plug Navarre into its business model and share product lines and customers. It’s not that hard to cross-train our sales reps on the new software products, when you are selling industry leaders like Norton Anti-virus (Symantec), McAfee, and Rosetta Stone … WYNIT is really good at running a low-margin, transitional business. We know how to pick, pack, and ship. To us, the key factor for making the acquisition was adding another $400 million in revenue with $35 million to $40 million of gross profit. Consider too that the acquisition came at a perfect time. There is momentum in the economy, and the current retail war is finally shaking out … [the strongest players.]”
According to Richichi and Geoffrey Lewis, WYNIT’s president and co-owner, the post-deal WYNIT employs 425 people, swelling seasonally to nearly 500. Of the total, 125 work in Cicero; 75 in Minneapolis; 40 in Mississauga; 40 in Greenville, S.C., and three in Bentonville, Ark. (at a sales office for Walmart). The remaining employees are sited at the distribution centers in Dallas, Reno, and Memphis. The Business Journal estimates WYNIT’s revenue at $450 million, and Navarre posted net sales of $430.6 million in fiscal 2013. The company currently leases about 635,000 square feet of space.
“Both sides got what they wanted,” avers WYNIT’s COO. “We nearly doubled the size of the company [in a stroke] and positioned ourselves as the leading, national distributor. The fit with Navarre was 100 percent accretive to our business. Now we need to migrate the Navarre data systems to be compatible with ours, and we need to make our large accounts comfortable with the transition. An acquisition like this requires hundreds of action items involving nearly everyone at the company. We are excited by the challenge. With [annual] sales now close to $900 million, we’re on track to set a $1 billion sales goal. Speed Commerce also got what they wanted, which was to divest their distribution business and become a pure e-commerce player in a business with bigger margins. It also gave them an opportunity to refinance the company.”
The trajectory of Speed Commerce’s business was troubling. While sales in the e-commerce area were growing, sales in the distribution business had been declining for years. In 2009, the Navarre division sales were more than $599 million; fiscal year 2013 sales closed at $430.6 million. Declining sales also accompanied a growing net-operating loss-carry-forward that topped $82 million by 2013. Navarre’s gross-profit margin of only 9.85 percent propelled Speed Commerce to a 2013 operating loss of $11.8 million.
The company’s share price has dropped since January from $4.60 to $2.90 in mid-July. The five-year annual revenue growth is -29.13 percent. Speed Commerce is not offering any dividends to its stockholders. Of additional concern, Navarre did 72 percent of its business in 2013 with only four customers: Best Buy (34 percent), Walmart/Sam’s Club (16 percent), Staples (12 percent), and Apple (10 percent).
Furthermore, the company suffered an increase in losses from foreign-currency exchange. Since the Canadian operation’s payables and receivables are denominated in Canadian dollars, foreign-currency losses mounted from $129,000 in 2011 to $810,000 in 2013.
Distribution is a risky business. The delivered products are all physical, thus there is always a threat of an increase in downloading software-as-a-service application (SaaS) rather than from CD-ROMS. In the consumer market, business is seasonal, and customer tastes can change quickly. The industry is also exposed to increased product piracy. Navarre’s policies required no minimum purchase from its customers, allowed cancellation of contracts in 30 days without cause, and the agreements were all non-exclusive. In addition, certain customers received product on a consignment basis.
“This deal occurred in a compressed time frame,” says Richichi, “We signed a confirmation agreement with the investment banker back in February, but the real negotiations began at the end of May. That meant we put the final deal together in just 45 days. WYNIT worked with KeyBank on a large line of working capital to put together a consortium, which included HSBC and First Niagara.
“Speed Commerce had two banks involved in its negotiations. Each bank, of course, had its own team of lawyers. It really was like herding cats. My hat is off not only to the bankers for their … [responsiveness] but especially to Craig Wittlin, a partner in Harter, Secrest & Emery, and Bruce Pietraszek, a principal in Firley, Moran, [Freer & Essa, CPA, PC] who helped to keep negotiations on track. Special recognition goes to Randy Saputo, our CFO, who worked endless hours reviewing the figures to make sure they worked for WYNIT. And finally, successful negotiations happen only when the other party wants them to happen. Richard Willis, the president and CEO of Speed Commerce, moved things along and was a pleasure to deal with.”
Part of the WYNIT deal included hiring Navarre’s president, Ward O. Thomas. “Ward brings a lot of experience to WYNIT,” observes Richichi. “He will run the business from Minneapolis as the executive vice president, Navarre division, WYNIT Distribution.” Thomas’s employment agreement with WYNIT was effective on July 9, when his employment agreement with Navarre ended.
Lewis displayed his talent for selling in high school when he sold ads for the school yearbook and newspaper. He also sold portable calculators, leveraging the first three sales into 200. His career took him to Rochester where he managed an office-equipment company. He also garnered international sales experience working with his father. His move into the wholesale business began with the sale of copier components and supplies. When Canon asked him to become a wholesale distributor, he knew that he “had arrived.” Lewis graduated from the Rochester Institute of Technology in 1976. He resides in Providence.
Prior to joining WYNIT, Richichi was the national sales manager at Century Manufacturing and the vice president of sales, marketing, and engineering at SL Industries, before coming the vice president of sales at WYNIT in 1998. Lewis appointed him to the executive vice president position in 2005 before promoting him to COO in 2008. Richichi is responsible for the day-to-day operations of all corporate divisions.
Contact Poltenson at npoltenson@cnybj.com
Stay up-to-date on the companies, people and issues that impact businesses in Syracuse, Central New York and beyond.