Implantable Provider Group, Inc. (EVH) Earnings Call Transcript & Summary

Good morning, and welcome to the Evolent Health conference call announcing the acquisition of IPG. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Seth Frank, Evolent Health, Vice President of Investor Relations. Please go ahead.

Thanks, Andrea. Good morning, everyone. Thanks for jumping on the call. This conference call will contain forward-looking statements under the U.S. federal laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations. A description of some of the risks and uncertainties can be found in the company's reports that are filed with the Securities and Exchange Commission, including cautionary statements included in our current and periodic filings. For additional information on the company's results and outlook, please refer to today's press release issued early this morning. Finally, as a reminder, reconciliations of non-GAAP measures discussed during today's call to the most direct comparable GAAP measures are available in the summary presentation on our website, and there is a presentation posted on the site for today's call that you should follow along as well as on our website, ir.evolenthealth.com and Form 8-K filed by the company this morning. During management's presentation and discussion, we'll reference certain GAAP and non-GAAP measures, and those can be found also in the release and the definitions associated with them on the website also. Now I'll hand the call over to Seth Blackley.

All right. First, welcome to everyone. I appreciate you dialing in to the call this morning. I'm joined by John Johnson, our CFO, who you all know well, and also by Dan McCarthy, our CEO of New Century Health. Dan has been at Evolent for the last 9 years, and he stepped in as the CEO of New Century Health several years ago and has been instrumental in the success we've had with New Century Health. We're obviously here this morning to announce our pending acquisition of IPG, and I'd invite you to turn to Page 4 of the slides we released earlier today. IPG is a value-based specialty solution, focused on musculoskeletal conditions. IPG's solution works much like New Century Health in reducing the cost and improving the quality, in IPG's case for musculoskeletal conditions. IPG engages with providers in the unique value-based ways that we engage with providers at New Century Health and at Evolent. I'm excited about this transaction for 3 reasons: first, strategically, our key customers like what we do at Evolent and New Century Health, and they've been asking to add new specialties and to add musculoskeletal in particular. Further, these customers prefer to buy more from their key partners like Evolent versus from multiple point solution specialty companies. So by adding a major new specialty like musculoskeletal, we expect to be able to drive revenue and EBITDA more quickly than either Evolent or IPG could alone. Second, we are bullish on the IPG team and this specific asset, and we like the deep expertise and the 18 years of intellectual property that IPG brings to the table. From our experience, we understand the formula for creating shareholder value in the specialty area, and we're confident in our ability to successfully integrate IPG and then execute on the large growth and margin opportunity in this area. And third, the transaction itself is attractive financially in the near term. We're adding $25 million in EBITDA, and we're paying a 15x or likely less EBITDA multiple for a business that we think will grow at 20% or more annually. When you take all 3 of those factors together, we see this transaction as one that can create shareholder value similar to how the New Century Health acquisition has created value for Evolent. And we think the transaction further accelerates Evolent's leadership position in value-based specialty care. Organizationally, IPG will integrate into our New Century Health unit and report up to Dan. With that, I'll turn the call over to Dan to talk you through the details on IPG.

Thanks, Seth, and good morning, everyone. Before going deep on the business, let me start with the broader context on the problem that IPG is trying to solve here on Slide 5. As Seth mentioned, this transaction opens up MSK as a clinical area, which is extremely exciting. When I am out talking with our partners and our prospects, apart from oncology and cardiology, the specialty I hear mentioned most often as a pain point is MSK. As you can see on the left side of the page, MSK is the second largest specialty in the country with a $0.25 trillion of annual spend. Given the aging of the population and increase in chronic disease, it's projected to grow at a significant clip in the years ahead with much of the growth occurring in outpatient procedures at ambulatory surgery centers. And not only is MSK large and growing, it's also complex to manage. The same procedure done by the same physician on the same patient can vary in cost by 2 to 3x depending on the site of care and the choice of device. Similar to the challenge of managing new drug innovation in oncology, it's extremely difficult to keep up with the flurry of new medical devices hitting the market. And while there is wide variation on cost and quality, the inherent complexity of MSK creates a road block to getting and deciphering the data you need to credibly attack the problem. Finally, consistent with what we see in cardiology and oncology, the specialist is critical to win over and yet status quo attempts at engaging surgeons often are not successful, which is especially problematic given the role that physician preference plays in surgical costs. Moving to Slide 6. IPG runs head on at all the challenges we just discussed. They focus on surgeries, mainly in MSK and drive differentiated savings by optimizing where a surgery gets done and what device gets used. IPG does this through a comprehensive set of capabilities you see at the bottom of the page, all of which are consistent with how New Century delivers value in oncology and cardiology. First, it has a tremendous amount of data at the procedure, device and manufacturer level that powers the nearly 2 decades worth of intellectual property on how to create value in MSK. Second, IPG, like New Century, focuses on aligning incentives across both the plan and the provider, so that no one is swimming against the current. Third, IPG has a decision support tool that facilities use to optimize surgical care within the IPG program. Finally, IPG put a concerted emphasis on network engagement to ensure strong partnerships are built with surgeons and surgical facilities. This ensures productive conversations occur around provider performance using the sophisticated analytics generated by IPG. Moving to Slide 7. Here is a high-level overview of how the IPG model functions. Similar to New Century Health, IPG starts on the left by selling into the health plan and using claims data to prove the financial value proposition of their value-based program. Once successful, IPG gets paid a case rate for each engagement similar to the revenue model for vital decisions. This allows IPG to deploy its model and start engaging with providers to ensure high-value decision-making on site of care and device selection. So for example, with IPG's help, the surgeon may choose to perform the case at an ambulatory surgery center instead of a hospital outpatient department and select a lower-cost device that's functionally equivalent to alternative options. This is similar to how New Century might influence an oncologist to select a Level 1 pathway instead of other regimens that bring lower efficacy or higher toxicity. Based on the decision by the provider, IPG will then work with the device manufacturer to ensure that the right device gets sent to the site of care chosen. Moving to Slide 8. When deploying its performance model, IPG optimizes 3 areas: device sourcing, device selection and site-of-care strategy. These 3 levers combine to create meaningful value that benefits in different ways all the key stakeholders across the surgical ecosystem. The payer benefits from significant financial savings in a difficult-to-manage category from a program that causes zero noise from the constituents it cares most about. Members benefit in terms of lower out-of-pocket costs and also greater convenience when procedures are done at ASCs. ASCs benefit from more volume, especially from higher acuity cases that are more profitable, and all without the worry of managing cash flow for high-cost devices. Surgeons benefit financially if they are investors in the ASC, and even if not, the IPG model offers greater convenience and allows them to retain physician preference. Finally, device manufacturers benefit from the sophisticated analytics of IPG and potential market share gains from partnering. Moving to Slide 9. The fact that IPG creates meaningful value across all stakeholders in surgical care is the key ingredient to the strength and endurance of its market relationships. IPG works across national payers and regional blues with some of its impressive health plan logo shown at the bottom. IPG has 100% customer retention rate and an average customer tenure of over 8 years. Neither of those stats would be possible without strong provider support, and you can see that surgical facilities scored a 98% satisfaction rate with the IPG model. The business has experienced strong organic growth of around 20%, but importantly, there is significant runway remaining as IPG is only 6% penetrated within the commercial line of business of its partner base. Moving to Slide 10. Let's talk about our plans for IPG post close once the business is officially part of Evolent Health. We believe IPG has a significant amount of growth potential. And therefore, the near-term focus will be on driving sales activity in its current offering. Generally, we see an opportunity to catalyze commercial momentum with the IPG asset in much the same way we did with New Century Health over the last 3-plus years. Given the low customer penetration we just discussed, priority one will be executing on the organic growth strategy within IPG accounts. Next, we will explore cross-sell opportunities within Evolent accounts given our strong top-of-house relationships. Finally, our New Century sales team will now have the IPG product in its bag when engaging with priority new logos that have a pain point in MSK. On the product side, we are early here, but believe based on our research, there are several intriguing opportunities down the road to build out a performance suite offering, weave in new capabilities and extend into new lines of business. While these and other product ideas certainly hold longer-term promise, the key takeaway is that we will be laser focused over the next 18 months on driving sales outperformance with IPG, using the same playbook we executed with New Century and Vital Decisions. Moving to Slide 11. I'll go back to what Seth said earlier, which is we believe this transaction moves us meaningfully in the direction of becoming a market leader in value-based specialty care. When you stack New Century and IPG side by side, we are now in the top 3 specialties by spend in the U.S. with an end-of-life solution across all diseases. When we go sit down with a health plan Chief Medical Officer, our portfolio now addresses a significant portion of what they worry about. In terms of population mix, IPG's focus on commercial complements New Century quite well since we are skewed towards government programs like Medicare, Medicaid and Exchange. We are now deep across all populations, and we believe there are future opportunities to extend all our products into all lines of business. And finally, IPG will enhance the mix of performance-based versus fee-based business. I'll now pass to John to discuss the financial aspects of the transaction.

Thanks, Dan, and good morning, everyone. Thanks for joining us. From a financial perspective, on Page 12 of the presentation, this transaction supports all 3 of our core pillars of shareholder value creation. First, it's a growth asset with baseline revenue growth anticipated at 20% plus, ahead of our enterprise target of the mid-teens. Second, it immediately expands our enterprise EBITDA margin with room to expand further as the asset continues to grow. And finally, from a capital allocation perspective, we are executing the transaction at an attractive valuation, both for the current business and for the strategic value that IPG brings to the consolidated enterprise. We are particularly enthusiastic about the cash generation aspect of IPG with EBITDA less CapEx representing over 15% of revenue. Turning to Page 13, regarding the transaction structure. We expect to fund the acquisition with a combination of cash from the balance sheet, newly issued equity and a new committed senior debt facility. Consistent with our capital allocation priorities, we crafted this deal to maximize value accretion while retaining a reasonable leverage profile. Our track record of execution and cash flow positive financial profile enabled us to secure very attractive debt terms, particularly true in the current market. At close, we expect net leverage, excluding in-the-money convertibles, of 2.9x and target lowering that ratio to below 2.5x within the first 12 months following the acquisition. Finally, this morning, we reiterated our guidance for Q2 and 2022 before the acquisition, as our base business continues to be strong. We will update our full year outlook, inclusive of the acquisition on our Q2 earnings call in early August. With that, we will close our prepared remarks and open the line for your questions. Andrea, back to you.

[Operator Instructions] And our first question will come from Sandy Draper of Guggenheim.

Congratulations on the transaction. The first clarification question. I heard you said 6% penetration of the commercial book. I wasn't clear if that was just of the existing partners that IPG has, the partners that Evolent and IPG has, or if that's across the entire commercial market in the U.S.

Thanks, Sandy, for the question. This is Dan. I'll take that. Just to clarify, the 6% refers to IPG's penetration in the commercial line of business within IPG accounts Obviously, Evolent accounts are not included, other new logos around the country are not included. So just the 6% is for their current accounts commercial line of business.

Okay. Great. That's helpful. And then probably, Dan, a follow-up question, probably for you is -- and I apologize, I got on a little bit late. But just trying to think about the secret sauce, clearly, this is a huge market we hear a lot about. This is a pain point. I know there are a lot of pure technology companies going after this. I know some of the payers do some stuff like this or try to themselves. What do you think is really the secret sauce and obviously, New Century's done a phenomenal job in oncology and cardiology. I mean -- yes, oncology and cardiology. What is the secret sauce? Is it really technology? Is it the ability to not be the payer dictating things? I'm just trying to understand what it is that's allowing you guys to have this level of success versus a payer trying to do it themselves.

Thanks, Sandy. This is Dan. I'll take that again. I appreciate the question. One of the things personally I really like about IPG is the model or the playbook for value creation in many ways reflect and mirrors New Century's model and playbook for value creation. So if you think about what IPG is doing, step one is, they are building deep expertise in something that's really complex. So I drew the analogy during the presentation between medical devices in MSK and drugs in oncology. It's so complex to manage medical devices. They're literally [ thousands of them constantly ] in the market. So Step 1 is really building deep domain expertise and something really complex that's a pain point for payers to manage. Step 2 is trying to align value-based incentives with the payer and Step 3 is engaging with providers. And I think the secret sauce to your question is really around Step 3. This is not something that payers can just push through via policy, you really need providers to be engaged in the process. So IPG has spent the better part of 20 years building up proprietary expertise in surgical cost management across multiple payers, multiple states, multiple providers. So it's really understanding, again, how do you create value in MSK through surgical spend and figuring out how to engage with providers around data analytics, tech-enabled services to get them to do something because they want to, not because they have to.

The next question comes from Richard Close of Canaccord Genuity.

Congratulations on the acquisition. Maybe to dive a little bit deeper into Sandy's first question. Can you talk why IPG is only 6% penetrated in their existing clients. I would think that the cost savings that is generated would be attractive enough to be more penetrated than 6%?

Yes. Richard, it's Seth. Good question. I think it's a lot like the New Century Health story. If you go back to 2018, where you just have a reasonably small -- 2 things, reasonably small sales team and investment in the go-to-market activities. And then second, I do think there's a challenge in the marketplace if you're a point solution, meaning I've got one narrow specialty that I'm running at with one model. I kind of sell a little bit lower down within the payer organization. And so I think the 2 things that we're going to do to unlock it, right, or want to add more sales resources and expertise. And then two, our ability to plug in what IPG is doing into our broader specialty platform and all the things that Dan talked about, we can really sell at the top of the house a little bit more using our relationships, but frankly, also there's a dynamic where if you're a payer, you don't want to buy from 5 different specialty, partners of 10 or how many ever you might buy from and you prefer to do things on a little bit more of an integrated basis. So I think it's a cliche, and I think there's a 1 plus 1 equals 3 on the integration of the go-to-market side. And we see that over and over again. It's a bit of a formula. I think we've honed over the last couple of years. So we have a lot of confidence in our ability to take that low penetration rate up over time.

That's very helpful. And then I was just curious if you could provide more details with respect to the IPG revenue model, how it's different or similar to, I guess, New Century on the tech and services and the Performance Suite side, just so we better understand that?

Richard, it's John. So as you think about the IPG revenue model, the best analog in our portfolio today is the Vital Decisions product. As you may recall, it is reimbursed on a per engagement basis. IPG is very similar to that model, typically reimbursed on a per surgical engagement basis. And we'll report the revenue for IPG within our tech and services revenue line.

Our next question comes from Charles Rhyee of Cowen.

Congrats on the transaction here. I just wanted to follow up, maybe Dan, you're talking about the secret sauce, he's engaging with providers. I want to understand that a little bit more, because my understanding is that right, for a lot of surgeons, right, they have -- you mentioned physician preference items, right? They might be very wedded to Stryker for knees and the sales rep, he scrubs in and is there on surgeries. And that kind of relationship -- my understanding has been very difficult for hospitals and payers to sort of break that kind of relationship in order to get to a lower cost option. Can you talk a little bit more about it because is that purely done in the ASC model by driving volumes to ASCs? And it sounds like you're saying you need to find ASCs where physicians are owners of the ASCs to drive that financial incentive. Can you go a little bit more into that, please?

Yes. Charles, great question. This is Dan. I'll take that. So IPG works across ambulatory surgery centers of all shapes and sizes, big ones, small ones, management owned, et cetera. So any sort of ASC IPG can work with and does work with across 27 states. In terms of the value proposition to the physician, even if the physician is not an owner in the ASC, generally speaking, there is a preference to convenience doing the cases at an ambulatory surgery center instead of a hospital outpatient department. You're less likely to get bumped. You can move from case to base more easily. So again, there's a value prop even if you're not a financial owner of an ASC to be able to do more cases more quickly, et cetera. In terms of how the IPG model works is unlocking volume that typically would not occur at an ASC and moving it to an ASC. And on your question of the devices, I think it's important to note in the same way that New Century doesn't mandate that you can only use regimen X instead of regimen Y. It's more of an influence model with the surgeon. So IPG has 20 years of data assets that have been built, comparing all the different devices that exist. One of the things the IPG team has learned is that surgeons are very sensitive to what their members' out-of-pocket costs are. So when you can show that data and look, there's these different devices. But functionally, these 3 things are equivalent, but this one is going to cost your patients so much more money that's quite powerful. So really, it's about having the peer-to-peer conversation, much the same way we do in oncology, armed with the evidence in the data and the analytics to support the conversations. But at the end of the day, the physician retains ultimate preference, which I think helps make our model not abrasive. With us, Charles?

Sorry. Sorry, I was on mute. That was helpful. Do you also -- if I understand correctly, you're working with device manufacturers as well to let them know that we can drive more volume. Do you negotiate sort of greater discounts with manufacturers as well on the other side?

Yes, if you think about the value creation formula for IP, it's really 3 things. One is device sourcing, one is device selection and one is site of care strategy. On your question of device manufacturer direct relationships, that is one of those capabilities. That's the first one. It's not something that we always do. If a provider wants to, for some reason, buy the device directly, certainly, we can do that. So that is a nascent capability that the IPG team has. It's one of, again, 3 areas of value creation, but it's not something that the provider must follow. Again, if there's a preference for them to buy themselves. And your question on engaging with the device manufacturers, I think one of the things the IPG team has really learned in the last couple of years is the analytics, the data we have allows manufacturers to engage in more productive value-based discussions than otherwise could exist without that data.

Great. And one last follow-up. You talked about large and small ASCs across 27 states. Are you working with any of the largest ones like AMSURG or United Surgical Partners groups like that?

Yes. We work with big ones and small ones, et cetera.

Next question comes from Jessica Tassan of Piper Sandler.

Congrats on the deal. Can you just help us understand what level of savings IPG tends to generate? And then just what percent of those savings are site of care driven versus like device selection driven?

Yes, Jessica, this is Dan. I'll take that one. I appreciate the question. In terms of IPG savings, whenever they engage and able to deploy their model, typically, we see between 10% to 30% savings on average. Again, that really could range within the 10% to 30%. But typically 10% to 30% savings when they engage. The model, as I mentioned, is really the confluence of, again, device sourcing, device selection and site of care strategy. Those 3 things are not independent. They play off of each other. So as we think about that 10% to 30%, it's really a balance across all 3.

Okay. That's helpful. And then just the revenue model is obviously a little different than what we know of NCH today. Is there a plan to kind of migrate the offering to a risk-based or tech-enabled PMPM models more aligned with the way that NCH marketed to payers today?

Yes, Jess, it's Seth. I mean just to echo what Dan had said earlier, in the near term, we're going to focus on the tech services model, and there's a lot of cross-sell, upsell opportunities, and we're going to focus on that. Yes, over time, as Dan mentioned, yes, there is an opportunity to have a performance suite offering. We don't need to rush into that. But I do think that's an interesting opportunity. Charles, back to your question, it's also an opportunity to do more with device manufacturers. There's a number of things that I would call new product development, opportunities that are strategic or interesting that would be further acceleration of the top and bottom line of the business. But I think the big message for today is we don't need to do any of that for a long time. We've got a big opportunity on cross-sell, upsell, and we like the margin profile, the value creation model. It provides, when you think about Evolent as a whole, having a little bit more tech services revenue that has a margin profile that looks like the one that we talked about today. There's a lot of benefits to it. So that's going to be the near term. But over time, like we did with New Century, I think you will see some innovation down the vector you mentioned and a few others.

That's helpful. And then just my last one is, is IPG ever in certain instances guiding patients not to get unnecessary surgeries? And then just what is kind of the level -- how much of payers' typical spend per beneficiary is IPG addressing in a given year?

Yes. So it's a great question, Jessica. Let me address that. So if you think about, largely speaking, how value gets created in MSK, I think really 2 pieces. One is trying to avoid surgeries that are not necessary. And then Step 2 is for the surgeries that are necessary trying to optimize how those occur. IPG only plays in the second. So IPG gets involved once a surgery determination is made by someone else. Once the surgery is going to happen, IPG intervenes, engages on just how do we optimize that surgery. So the clear answer to your first question is no. I never will engage with the patient to try to deter surgery. On your second question of how much spend does it address, again, as we talked about in the presentation, MSK is the second biggest area by spend in the country, for some plans, it might be the first. Again, it depends on your line of business. So as you think about MSK, surgical spend is a significant portion of that. And while there's lots of competitors out there that are focused on trying to prevent surgeries, very few, in fact, we think IPG is the only company that's really focused on optimizing the surgeries that do need to happen, which is most surgeries. So again, we see this as really inflecting the second largest category of a payer's MLR.

Next question comes from David Larsen of BTIG.

Congratulations on the announcement. Is there a narrow network of surgeons built across the country that basically you can talk to the plans about and refer care into? Like is that network already built? And then like, are the rates with those networks? I mean, can you just -- is it obvious to see the cost difference with those rates versus baseline from a plan point of view?

David, this is Dan. I'll take that question. I appreciate the question. In terms of IPG, as I mentioned, working across 27 states, across all different types of surgical facilities. So it's not a narrow network. So essentially any surgical facility that the payer has in their network that wants to work with IPG can. So I just want to clarify that. It's not a narrow network. On your question of data transparency, I think it's a very good point, which is as IPG engages, again, upfront with payers around surgical spend, it's very clear that there's somewhat data opacity out there in terms of surgical spend and what the device actually cost. And if you look at the claims data, everything is bundled together, so it's really hard to pull it out. And even if you are able to pull out the device, it doesn't give you the level of detail you need to actually do the granular comparison. So there is so much complexity in that and payers on their own would have a really, really tough time getting to that level of granular sophisticated understanding that IPG has spent, again, the better part of 20 years building expertise in.

Okay. Great. And then just one quick follow-up. Can you talk about the cross-sell opportunity? I mean you've mentioned some very large plans here like United, Aetna, Anthem. How many lives are on the eye are on the platform now? And I guess, what's the in-sell or cross-sell potential there?

Yes, David, it's Seth. I think the way to think about it, and Dan touched on it in his run is 6% penetration on the commercial lives. So I think the other 94% is up for grabs, right? And then we also, I think, have an opportunity around Medicaid and Medicare within those same plans. So it's a very, very significant opportunity. We don't really measure lives. As John was talking about before, we think about this as an engagement basis and it's a little bit different than our traditional lifetime PMPM model. But I think the best way to think about it is it's probably under 5% penetrated when you think about adding Medicare and adding Medicaid to what we have. So the big time opportunity, 20x opportunity in terms of cross-sell, upsell is the easiest way to think about it. And of course, there's the new logo opportunity. I think the thing we're seeing, David, with New Century, we're having a lot of success with that same formula. It often starts with the national relationship, but as we've talked about in our calls, you end up having to go out to each state by state, if it's a national plan or then they're all the blues that we only have a few of today, including IPG. So I think this is a big time theme for us. I know you've been talking about it, and we've been talking about it for a while. And I think the IPG formula and their penetration rate is going to allow us to kind of run that same playbook.

Okay. Great. 20x, $140 million?

Yes, that would -- I mean, it's one way to think about it in terms of existing customers. Again, that's on a tech services basis. And then there's a performance suite opportunity. It's a little bit different. There's other logos, et cetera. So I wouldn't constrain it just to 20x.

The next question comes from Ryan Daniels of William Blair.

I'm curious if this is a product you think you can also sell to your at-risk provider clients in Evolent Health Services, meaning they manage the primary care. But have a big cost overhang potentially on specialty care, surgical procedures. So is this something you envision going to providers that are at risk as well?

Ryan, it's Seth. Yes, look, I think just like with NCH, this would work with risk -- any risk bearing entity, right? So it is an opportunity. Obviously, most of the lives in the country are with the plans. And if you want to scale most quickly, that's the easiest way to do it. But just like with NCH, I think there will be targeted opportunities with any risk-bearing group, whether it's within Evolent or outside of Evolent, that's an opportunity we would look at.

Okay. And I can't see the deck, so I apologize if this is in there. But have you disclosed what the revenue mix is by line of business, meaning True Commercial versus Medicare? Do they really have much exposure to Medicare at this point?

The business is 100% focused on commercial right now, no Medicare, Ryan.

Okay. And is there any reason that the focus has been specifically on commercial, I would assume -- there's also a big opportunity in Medicare, especially after being in the business 18 years, I would think that they would kind of branch into that and leverage some of those skills into Medicare. So any reason that's a more difficult market?

Ryan, this is Dan. I'll take that question. The IPG model will work across all lines of business, Commercial, Medicaid, Medicare. So I think in Commercial, the value prop is most significant because of the differentials and pricings that occur. But make no mistake about IPG will create value in Medicaid and Medicare. I think the reason they haven't done it yet is the degree of focus and prioritization. So if you think about where IPG started and where they are now, they work with again, national and regional plans are in commercial line of business and success to get success. So as they create value and improve returns to those plans, they pull them into other markets and commercial lines of business. Other new logos in commercial see the case studies and results in commercial and that leads to more commercial business. So it becomes a bit of a ball rolling downhill. And as Seth talked about, the business is only 6% penetrated on the commercial line of business within those accounts. So there's been so much runway within Commercial. They haven't yet had to go into Medicaid or Medicare, but the value prop would certainly apply.

[Operator Instructions] And our next question is a follow-up from Richard Close of Canaccord Genuity.

Dan, I guess you mentioned that they've been around for 20 years. I'm curious with respect to the 20% plus growth, has that been accelerating over the last several years? Or any thoughts on the recent growth rate there?

Richard, it's Seth. What I would say is that's a growth rate they had from '20 to '21 as a for instance. As a smaller private company, like NCH, I think there's opportunity to accelerate even beyond that, which is why we talked about the 20% plus opportunity, which is driven by cross-sell and upsell opportunities. So they've had good solid performance. They've done well. And I think the big message we're communicating today is we think we can build on that with the cross-sell, upsell opportunities, the product innovation and the like. So that's the big message.

Okay. And then just a final follow-up. With respect to the cross-sell, I guess, into NCH customers, I appreciate that you're focusing on penetrating their existing base, IPG's existing base. But should we think about any cross-sell success into NCH near term? Or is that more longer term?

Yes, Richard, I think it is an opportunity. As we talked about with Vital and with NCH, it usually takes 6 to 9 months to get a conversation going and make progress. But I think as you get into 2023, that is something that we're going to be focused on. Exact timing the like always depends on situations. But we're certainly going to look at it. I wouldn't deprioritize that relative to upselling within IPG. So it's a 2023 item.

Next question is another follow-up from Charles Rhyee of Cowen.

Just really quickly, John, the $140 million revenue, just to be clear, that's an annualized number. And you're expecting an end of Q3 close, so we should think about maybe 1/4 of that in the fourth quarter?

So the $140 million is our expectation for their full year results for '22, and the specific close timing will determine how much of that ends up in our results. We do expect it to close in Q3.

Okay. And then is there any seasonality in the IPG business that we should think about as we're trying to model this out?

Not particularly. No.

Okay. And any of the kind of integration expense or any other transaction-related spends we should think about as well that might impact cash flow?

There will be some below-the-line transaction expenses typical for a deal this size, but nothing out of the ordinary, Charles.

This concludes our question-and-answer session. I would like to turn the conference back over to Seth Blackley for any closing remarks.

All right. Thanks for joining this morning. We look forward to connecting with you offline. Have a great day.

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.