On October 16th, 2018, Reliq Health Technologies (RHT – TSX Venture) issued a press release indicating that the company would be “restating financials due to revenue collection issues.” Anyone that was long on Reliq immediately got the cold sweats, as the shares tanked on massive volume. As they say, a picture is worth a thousand words, and a 5 day chart as of 11:00 EST on the 16th serves up a lot of words, most of them nasty:
Those of you reading this that are (or were) long on Reliq have either sold, are contemplating selling, or are perhaps even doubling down, as the company still has cash in the bank. That being said, the question that all of you are likely asking is how could I have avoided this train wreck ? In Part 1 of this series I want to discuss how I avoided it in late 2017, and in Part 2, how you (or other investors) could have done the same throughout 2018. Similar to prior posts, I use green, amber and red headings to simply indicate those issues that are good, neutral, or bad.
My involvement with Reliq: Before delving into the nitty-gritty, I always like to provide the background as to how (or why) a particular company was brought to my attention. In this case, the story is actually not that interesting. I participated in the private placement that preceded Reliq, and held “dead money” for a number of years. Occasionally I will participate in private placements, knowing full well that there is the possibility of losing 100%. In this case, I held various illiquid companies until one of them (Moseda Technologies) changed its name to what we now know as Reliq Health Technologies.
What does Reliq Health Technologies do ? As per their website, Reliq states that they “specialize in developing innovative software as a service solutions for the $30 Billion community care market. Reliq’s IUGO care technology platform is a comprehensive SaaS solution that allows complex chronic disease patients to receive high quality care in the home or other community based setting, improving health outcomes, enhancing quality of life for patients & families and reducing the cost of care delivery”.
In plain English, I would translate this to mean that Reliq is introducing technology into the health care market to achieve the same or better outcomes while at the same time reducing costs. On the surface, this is an easy investment concept to grasp, and there is a clear value proposition. Clearly, the idea sounds like “a better mousetrap”.
I had been ignoring Reliq. But then, their chart got my attention: As I had indicated previously, my ownership in Reliq was simply a function of having participated in a private placement. Knowing that this wasn’t going anywhere for a while, I didn’t pay a lot of attention, until I noticed some life in the chart:
Having been “skipping along the bottom” for some time, Reliq started picking up in Q2-Q3 of 2017, and from a technical perspective, it didn’t look it was going to stop. So at this point, I started looking a bit deeper.
No cash on hand & lots of cash burn. At the time the chart was looking interesting, the most recent financials were those for the nine (9) months ended at March 2017. A quick look was all that was necessary – the balance sheet told me that Reliq had little money in the bank, and that it was theoretically insolvent.
However, a company can still get by if it’s not burning through it’s cash. A look at the cash flow statement killed that thought: Reliq had been burning through cash and raising capital via share issuance for some time already.
Based on this information, it was clear to me that this wasn’t a fundamental story, at least not right now. Given that the fundamental story wasn’t compelling in any way, I resolved to take a look at the holdings of insiders.
Significant insider holdings: A quick look at SEDI indicated that insiders did indeed own a significant amount of shares, approximately 11 MM of the 58 MM outstanding, or roughly 19%. So while the company clearly needed a capital infusion, insiders were at least going to feel the pain along with other shareholders.
Lots of coverage by analysts: Given that Reliq had raised capital by the time I was looking at them (Q2-Q3 of 2017), and clearly would need more, it was already a foregone conclusion that this story had been pitched to various investment firms looking for some work. What I did not know at this time was that as the Reliq share price picked up steam, one would eventually be able to find a total of 10 distinct interviews on BNN where Reliq was discussed, usually in bullish tones. For those of you that have some time, and enjoy the free entertainment, I’ve included the BNN link below.
Lots of self promotion: As if Reliq didn’t have enough eyeballs on it already, it wasn’t shy when it came to issuing press releases. From August 1st 2017 through to December 31st 2017, Reliq issued ~ 20 press releases, more than enough to incent investor interest. For instance, the screenshot below shows a total of 9 press releases in a span of a little over 1 month. Arguably, 2 of the releases are IIROC related, and therefore are beyond the control of Reliq. Regardless, all of these press releases, in conjunction with analyst coverage, acted like a giant magnet – attracting investor eyeballs, and with them, more money to chase the Reliq story.
No share buyback & rapidly increasing share count: This is fairly self explanatory. With no excess cash available to buy back shares, and a desperate need for cash to begin with, Reliq was ripe for dilution. At the time I was looking at them, total shares outstanding were ~ 58.4 MM, up from 49.4 MM the year before.
Easily understood business: As I indicated previously, the concept that Reliq was pitching was easy enough to understand – the use of technology to make the delivery of health care more accessible, more efficient, and less costly. While I didn’t have the ability to describe the details of how the technology was deployed, I could grasp the concept.
Potentially disruptive technology: Again, it was fairly clear that Reliq could significantly change the health care marketplace – if they could execute. Their ability to execute their plan was key, as without it, the story was simply one of hope. With that in mind, I decided to determine a “back of the envelope” valuation. Specifically, what sort of sales growth would they have to achieve in order for the current valuation to make sense ?
Valuation – off the charts: Valuing an early stage company is always difficult. However, even if one can’t land on what the exact value might be (or should be), one can still try and understand the implied value of the firm, to see if it make any sense at all. This is what I determined to do with Reliq.
Some time had passed since I had first started to look into Reliq, and at this point it was November of 2017, which meant I now had year end financials (year ending June 2017) to work with. Since I had no way to forecast what actual revenue and expense numbers might be, I made a number of assumptions for what I considered to be a “best case scenario”, as follows:
- Revenue: I had no idea what revenue might look like, so I projected various scenarios ranging from $1.0 MM to $15.0 MM.
- COGS and Gross Margin: I decided to use the 2016 COGS% (58%) instead of the 2017 COGS% (80%), as using the 2017 COGS% would have required an astronomical jump in revenue.
- No growth in other expense items: I took total expenses for 2017 ($2,836127) and backed out amortization ($2,047), share based expenses ($243,305), and finance charges ($14,480) to arrive at an adjusted value of $2,576,295. I made the very optimistic assumption that Reliq could maintain expenses at this level, and used this value to calculate a go forward EBITDA value.
- Total shares outstanding: I used the shares outstanding as of June 30 2017 (approximately 76 million shares) to calculate market cap and enterprise value.
- Share price: I used the average price of the shares from November 01 to November 15 2017 (~ $0.65), as it was during this period that I was considering selling. The actual prices during this time ranged from $0.475 to $0.87.
Once I had all this information in hand, I had a handle on whether or not the valuation of RHT made any sense or not:
To be painfully clear, Reliq had to increase revenue from $183,652 in fiscal 2017 to at least $9.0 MM, maintain gross margins of 42%, and have zero increase in all other expenses in order for the value of the company (at $0.65) to make any sense. Anything less than perfection meant that the company was likely too hyped, and the valuation made no sense. With this in mind, and given that I was well into the money at this price, I sold between $0.76 and $0.82 and redeployed the capital into other opportunities.
However, as you well know, the Reliq story doesn’t end there. Having washed my hands of Reliq and redeployed the capital, I watched the share price climb as the market made a fool out of me (as it sometimes does). I was curious as to how high the price would go, and would occasionally take a look at the financials to see if the dizzying heights of the Reliq share price were somehow fundamentally driven. Given what I could see, I believed this was not the case, and I believe the information was there for investors to see the same. This is what I’ll discuss in Part 2, as I believe that many investors could have avoided the Reliq debacle, and the associated loss of capital.
As always, these are only my thoughts and opinions. Let me know if you found this post informative, or if you just have questions or comments. I can be reached at: firstname.lastname@example.org