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Gerry Spitzner | retailSOS.ca
             March 23, 2012
UBC Phar400-startup or buy pharmacy-23mar2012
   Overview of key points to consider when
    establishing a new practice.
   Business plan outline for buying an
    established Pharmacy.




                                  retailSOS.ca   Gerry Spitzner   3
   Advantages and disadvantages of purchasing
    an established Pharmacy vs starting a new
    Pharmacy.
   Important factors before you start actively
    searching to establish new or purchase.
   Explain factors important in leasing & rent
    calculation.


                                   retailSOS.ca   Gerry Spitzner   4
   Capital requirements for establishing a
    Pharmacy and possible sources of capital.
   Factors important in performing a Pharmacy
    location analysis and analysis of potential
    markets.



                                 retailSOS.ca   Gerry Spitzner   5
   What, Who and Where Do I start?
   Key Tasks for the Prospective Owner
   Reasons for Wanting a Franchise Pharmacy
   Opening a New Pharmacy
   Purchasing an Established Pharmacy



                                 retailSOS.ca   Gerry Spitzner   6
This packet of thought starters is
just that; a starting point.

Let your mind wander and consider
establishing a new practice or
taking over an existing one.




          retailSOS.ca | Gerry Spitzner   7
   What‟s your BIG idea?
   What is your why?
   How will you benefit?
   Is this right for me; right now? Are you ready?
    ◦ It takes time, commitment, a good idea, the right
      personality and at least a few basic business skills to start
      and run a small business successfully.



                                              retailSOS.ca   Gerry Spitzner   8
   The BIG question...
   Start up a new independent practice, or
    purchase an established Pharmacy?
   Franchise, banner or independent?
   “Full mix” drug store, Health Centre or simply
    Pharmacy?



                                   retailSOS.ca   Gerry Spitzner   9
Overview of types and departments




               retailSOS.ca   Gerry Spitzner   10
   Pharmacy set-up support and type of pharmacy
    ◦ Corporate Pharmacy retail stores
      (employee or owned and operated by the licensed “associate-
       owner”, closely related to franchise, “manager” of a chain
       Pharmacy)

    ◦ Franchise Pharmacy
      (independently owned and operated, sharing in benefits,
       buying group, sales/promotions, contracts)




                                              retailSOS.ca   Gerry Spitzner   11
   Pharmacy set-up support and type of pharmacy
    ◦ Banner Pharmacy
      (independently owned and operated, working together, buying
       group, sales/promotions, contracts)

    ◦ Wholesaler
      (independently owned and operated, shareholder in
       wholesale, buying group, working together)

    ◦ Independent Pharmacy
      (independently owned and operated)


                                             retailSOS.ca   Gerry Spitzner   12
   What departments and products?
    ◦ Consider location, clientele, age, mix, income levels, education,
      health providers nearby, other retail stores, etc.
    ◦ Alternative medicines, vitamins, OTC‟s, orthotics and mobility aids,
      wound care, private consultations, cosmetics, electronics, food and
      groceries, post office, greeting cards, books and magazines, etc.

   What professional services?
    ◦ Consultations, Medication Management, Education, Counseling,
      Disease state screening, Chronic disease management,
      Immunization, Refill services, delivery services, blister packing, LTC,
      Group homes, other


                                                    retailSOS.ca   Gerry Spitzner   13
Where do I start?
What do I need?




                retailSOS.ca   Gerry Spitzner   14
   Hard skills
    ◦   Knowledge of Leasing
    ◦   Negotiation Skills
    ◦   Fundamentals of Financing and Accounting
    ◦   Project management

   Soft Skills
    ◦   Insights into complexity of issues involved in leading change
    ◦   Recognize your personal values and define work/life balance
    ◦   Cultivate a calm, clear mind even in times of stress
    ◦   Lead strategic change initiatives


                                                retailSOS.ca   Gerry Spitzner   15
   Create your team of experts
    ◦ So you can do what you do best and they can do
      what they do best

   The first three people you need
    ◦ Lawyer; with Employment Law and/or leasing experience
    ◦ Accountant; with Tax Planning experience
    ◦ and a Banker; preferably with Pharmacy accounts



                                          retailSOS.ca   Gerry Spitzner   16
   Create your team of experts
   The next person you need
    ◦ Mentors and advisors
   Then you need (if starting new)
    ◦ Commercial real estate agent
    ◦ A great general contractor that can get and keep the trades
      focused
   Then you need (if purchasing)
    ◦ Business broker


                                              retailSOS.ca   Gerry Spitzner   17
   1. Develop a Business Plan
    ◦ This is an essential step and critical for the planning and viability of
      your business.
   2. Have you undertaken extensive market research?
    ◦ Market research is a vital part of your Business Plan, including
      creating a viability report (Market Feasibility Study)
   3. Do you need additional financing?
    ◦ Banks and other lenders or investors will require a written business
      plan
   4. Consider and select the most appropriate structure to
    operate your business
    ◦ Partnership Agreement if applicable and Corporation


                                                     retailSOS.ca   Gerry Spitzner   18
   5. Submit your business name request (NR) for approval
    ◦ Recommend that you conduct a domain name search and put a hold
    ◦ Also recommend: contact CPBC; ask for clearance of business name
   6. Incorporate your business either through a lawyer or
    yourself online
    ◦ Corporations are automatically assigned a Business Number (BN) for
      corporate income tax purposes
    ◦ As soon as you get the Incorporation documents send copy to CPBC
   7. Review Pharmacy Licensure Guide from CPBC
   8. Open a business bank account
    ◦ Visit your financial institution with a copy of your Business Registration
      Certificate


                                                      retailSOS.ca   Gerry Spitzner   19
   9. Register the domain name of company
   10. Open accounts under your Business Name (BN) as
    required for payroll, GST/PST (HST).
    ◦ You MUST open a GST/PST/HST account if your sales are
      greater than $30K
   11. Contact your municipality for a business license
    ◦ Need this to apply for a Pharmacy License
   12. Determine whether there are any further licenses
    or regulations that apply to you or your business


                                              retailSOS.ca   Gerry Spitzner   20
   1. As a Corporation, you must register your business
    for workers compensation
    ◦ Call WorkSafe BC
   2. Open a Payroll Deductions Account under your BN
    which was provided with your business as part of
    incorporation
    ◦ Contact CRA
   3. If you hire employees ensure you‟re aware of your
    requirements under the Employment Standards Act


                                        retailSOS.ca   Gerry Spitzner   21
   Your Lawyer and Accountant
    ◦ You MUST keep detailed and accurate records for both your
      corporation and year end accounting
   Your Bookkeeper
    ◦ Detailed employee files and records
    ◦ Cash and credit card receipts
   Prescription records
    ◦ Hard copy storage and record keeping requirements




                                             retailSOS.ca   Gerry Spitzner   22
Key Tasks for the Prospective Owner




                retailSOS.ca   Gerry Spitzner   23
   1. Identify available pharmacies for sale or
    suitable locations for a new one
   2. Leasing Agreements
   3. Determine a satisfactory purchase price
   4. Evaluate and determine capital needs
   5. Investigate & select best source of capital


                                   retailSOS.ca   Gerry Spitzner   24
   Location Analysis is a Hierarchal decision…
    ◦   Region – Lower Mainland, Okanagan, the Island
    ◦   Market Area – West Van, Kelowna, Comox
    ◦   Trading Area – Caulfield, Glenmore, Comox “downtown”
    ◦   Site – specific location
   Location Analysis
    ◦   Location is the most important factor; “traffic” is the key
    ◦   Very difficult and expensive to re-locate
    ◦   You don‟t want to be “one block away from success”
    ◦   Doc‟s and/or nearby clinics
    ◦   Parking, Signage, Visibility


                                                   retailSOS.ca   Gerry Spitzner   25
   Location isn‟t…
    ◦ Customers may drive further to a Pharmacy they
      perceive having:
        Better prices
        Better service & services
        Better selection of merchandise
        Better amenities; such as private counseling area etc.
        Better hours



                                             retailSOS.ca   Gerry Spitzner   26
   Leasing
    ◦ Most Pharmacies lease (rent) their space
    ◦ Common is 5 years plus an option to renew for 5 years
    ◦ Once you sign you are obligated!
    ◦ Before you sign is the time to negotiate
    ◦ If you are purchasing an existing biz-need to get an
      assignment from landlord; usually this is a “subject to”
      clause


                                          retailSOS.ca   Gerry Spitzner   27
   Leasing Agreements
    ◦ “Offer to lease” vs. “Lease”
       “Offer” is starting point where both parties negotiate lease terms
       Landlords have a standard “Offer” form.
       It is at this point you try to drive your best bargain/value.
       “Offer” usually includes “Sunset clause” – date by which lease
        must be signed or null and void.
       A “lease” is a written legal document. Verbal lease does not exist.
       A “lease” specifies what the lessor (landlord) will provide and
        what the lessee (you) will do and pay.


                                                     retailSOS.ca   Gerry Spitzner   28
   Leasing terminology
   What is "Base rent"?
    ◦ Base rent refers to the minimum or base amount of rent as set out in the
      lease excluding percentage rents or any other additional or operating
      costs.
   What is a "percentage lease"?
    ◦ A percentage lease refers to a specific type of rental arrangement that
      applies mainly to retailers, especially in shopping centres or multiple-
      tenant malls.
    ◦ In a percentage lease, the tenant pays a fixed or base rent plus a
      percentage of gross income. To create this type of rental arrangement,
      the tenant pays "Base Rent plus % of Gross Profits".



                                                     retailSOS.ca   Gerry Spitzner   29
   Leasing terminology
   What are "triple-net leases"?
    ◦ Triple-net leases are the most common form of commercial lease.
    ◦ They can be used for retail, warehouse and industrial properties.
    ◦ The tenant is responsible for all of the costs of operating the building
      (including taxes, insurance and repairs and maintenance) in a triple-
      net lease.

   What are “CAM” costs?
    ◦ Common area and maintenance costs; usually in a shopping centre
      lease.



                                                      retailSOS.ca   Gerry Spitzner   30
   Leasing Costs
    ◦   Downtown Vancouver/Victoria – YIKES!!!
    ◦   Langley/Surrey - $25 – $30/sq ft triple net plus CAM
    ◦   New locations/escalating construction costs
    ◦   Rural locations/old buildings; $12 – $25/sq ft
   Leasing example
    ◦   Store “footprints” vary
    ◦   Dispensary only; 1-2000 sq ft
    ◦   Taxes and CAM can be $5 - $8/sq ft
    ◦   So, a 2K sq ft store @ $30/ft plus $5
         2000 x 30=$60,000/year
         2000x 5=$10,000/year
         Total lease cost is $70,000/12=$5,833/month



                                                    retailSOS.ca   Gerry Spitzner   31
   Desirable lease clauses
    ◦ Sublet clause – if excess space or for doc‟s
    ◦ Signing incentive; first month free while setting up
    ◦ Leasehold improvements clause
      Often you get just the bare walls/floor
    ◦ Adequate signage – some landlords have restrictions
    ◦ Exclusive use clause – only Pharmacy or store selling
      certain products
    ◦ Contingency on financing – similar to purchasing a home
    ◦ Whether the tenant can assign or sublet the property


                                                 retailSOS.ca   Gerry Spitzner   32
   If purchasing determine a satisfactory purchase price
    ◦ Accurate pharmacy valuations are critical in successfully
      buying a pharmacy.
   Due to changes in Generic reimbursement and
    Professional Allowances; Pharmacy valuations are
    more complex and difficult than ever.
   Usually a multiple of earnings (EBITDA)
   Get expert advice from a Pharmacy biz broker or
    consultant.

                                              retailSOS.ca   Gerry Spitzner   33
   Value Assessment & Price Determination
    ◦ Review the external business environment (i.e. the
     local community)
    ◦ Review the financial health of the business (e.g.
     solvency, liquidity, efficiency, sales, and profitability).
    ◦ Cash Flow.
    ◦ Assess the physical assets of the business (e.g.
     inventory, equipment, fixtures, technology, hardware &
     software, condition of the building)


                                               retailSOS.ca   Gerry Spitzner   34
   Value Assessment & Price Determination
    ◦ Assess the *„Goodwill‟* that will come with the business (e.g.
      reputation, continued patronage, knowledge & expertise, information,
      any special products/services)
       * Note: „Goodwill‟ is normally calculated as a multiple of annual
        net profit and may include number of scripts
    ◦ Assess the Financial liabilities of the business (eg. A/P)
    ◦ Assess the Financial assets of the business (eg. A/R )
    ◦ Are there any outstanding legal issues or contracts?

    ◦ Will it be an asset or share purchase?

                                                   retailSOS.ca   Gerry Spitzner   35
   Identifying Financing Needs and Options
    ◦ A definition of „Capital‟:
      “ Wealth, in the form of cash, equipment, property, or a
       combination of these factors, that can be used in the
       production or creation of income. ”

   Areas of „Capital‟ need
    ◦ 1. Set-up capital
    ◦ 2. Start-up capital
    ◦ 3. Operating capital

                                             retailSOS.ca   Gerry Spitzner   36
   Common types of financing for Pharmacy
   1. Personal financing
   2. Debt financing
      Debt financing takes the form of loans that must be repaid over time,
       usually with interest.
   3. Equity financing
      Equity financing takes the form of money obtained from investors in
       exchange for an ownership share in the business.
      Also known as "share capital".
   4. “Sweat” equity
      Build equity over time at a reduced wage rate or reinvesting part or
       all of salary or bonus back into the business in exchange for shares
       or options.


                                                    retailSOS.ca   Gerry Spitzner   37
   Additional Purchasing Method
    ◦ Junior partnership
       Buyer can purchase a pharmacy with little or no initial capital and
        build equity over time
       Seller can ease gradually out of ownership and maintain the legacy
        of the independent pharmacy in the community
   Sources of Debt Financing
    ◦ CIT
    ◦ Banks
    ◦ Government loans/BDC
   Sources of “Sweat equity”
    ◦ Forewest
    ◦ Multi store owners in PS and PDM


                                                    retailSOS.ca   Gerry Spitzner   38
Advantages and Disadvantages




              retailSOS.ca   Gerry Spitzner   39
   Proven Formula with Admin and Buying support
   Two types
    ◦ “SDM Associate” concept
         Own the business but not the physical assets
         No capital investment or capital risk
         Guaranteed minimum annual income and Benefits
         “Share” in profitability
         Support services in all areas of Operations
    ◦ “Medicine Shoppe” concept
         Full Pharmacy ownership
         Capital investment required
         Ongoing Sales and Biz Dev support
         Custom marketing strategy
         Training and Professional Development

                                                   retailSOS.ca   Gerry Spitzner   40
   SDM concept
    ◦   “Share” profits
    ◦   Many “masters”
    ◦   Associate agreement is a renewable 3year deal
    ◦   Retained equity requirements
    ◦   Franchise agreement restricts or outlaws certain activity
   Medicine Shoppe concept
    ◦ Franchise fees
    ◦ Trademark rules
    ◦ Required program participation


                                                retailSOS.ca   Gerry Spitzner   41
   Main Reasons:
    ◦   Entrepreneur
    ◦   Self-management
    ◦   Creative freedom
    ◦   Financial independence
   Additional Reasons:
    ◦ Not having to answer to others (regarding the pharmacy focus)
    ◦ Being recognized/playing an important role in meeting the
      business and healthcare needs of the community
    ◦ Achieving a level of self-fulfilment and pride
    ◦ Continuing a legacy of pharmacy ownership established by family
      and/or mentor(s)


                                                retailSOS.ca   Gerry Spitzner   42
   Either:
    ◦ A desire to address some unmet healthcare
      need(s) for a particular patient population
   Or:
    ◦ A desire to take advantage of a particularly or
      potentially, lucrative business opportunity
   Or:
    ◦ A combination of the above



                                        retailSOS.ca   Gerry Spitzner   43
Things to consider and tasks to do.
Develop a project management plan
with timing and tactical action plan.




                 retailSOS.ca   Gerry Spitzner   44
   If the venture is not planned carefully, there is
    likely to be:
    ◦   A greater amount of risk in general
    ◦   An increased chance of specific unforeseen events
    ◦   A longer time lag between start-up and profitability
    ◦   A formidable challenge to obtaining sufficient capital




                                            retailSOS.ca   Gerry Spitzner   45
   How to Get Started:
    ◦   1. Decide on the type of pharmacy
    ◦   2. Assess potential market
    ◦   3. Develop a detailed business plan
    ◦   4. Determine the legal structure
    ◦   5. Identify financing options
    ◦   6. Select a location
    ◦   7. Obtain licences, permits and insurance
    ◦   8. Develop a marketing and promotion plan
    ◦   9. Establish the management philosophy of the business


                                           retailSOS.ca   Gerry Spitzner   46
   Obtaining Licences, Permits, and Insurance
    ◦ 1. General business items (e.g. zoning, fire, business
     interruption, health and safety)
    ◦ 2. Pharmacy specific items (eg. Pharmacy License –
     College of Rx, software, suppliers, contracts)
    ◦ 3. Insurance (e.g. natural disasters, physical accidents,
     employee, health / injury / compensation, professional
     liability)



                                             retailSOS.ca   Gerry Spitzner   47
   Types of Pharmacy
    ◦ Health Authority Associated Pharmacy (ambulatory care
     pharmacy, Cancer drug Pharmacy, HIV drug pharmacy, hospital
     pharmacy, corrections facility pharmacy, addiction, etc)
    ◦ Community Pharmacy (consulting pharmacy, compounding
     pharmacy, retail pharmacy, veterinary pharmacy, central fill pharmacy,
     etc)
    ◦ Other Pharmacy (nuclear pharmacy, military pharmacy, etc)



                                                   retailSOS.ca   Gerry Spitzner   48
   Determine the type of Pharmacy set-up that is
    most compatible with your needs and style
    ◦ Your pharmacy practice desires
    ◦ Your pharmacy training (Community residency, hospital
     residency, certificate training, certified diabetes educator, certified
     geriatric pharmacist, certified asthma educator, injection training,
     Pharm D, MSc, PhD, MBA, etc.)
    ◦ Your experience (technician, staff pharmacist, pharmacy
     manager, corporate staff member, other)



                                                     retailSOS.ca   Gerry Spitzner   49
   Establishing the Management Philosophy of
    the Business
    ◦ Management / Leadership Style
    ◦ Organizational Culture
    ◦ Corporate Values




                                      retailSOS.ca   Gerry Spitzner   50
   Opportunity to select every item required for
    this new venture
   Hiring one‟s own personnel (compatibility)
   Finding a great location
   Creating sound policies and procedures
   Avoiding having to pay for intangible assets


                                   retailSOS.ca   Gerry Spitzner   51
   High level of risk
   Longer term to profit
   Considerable time investment
   Need to do everything yourself




                                     retailSOS.ca   Gerry Spitzner   52
Considerations, questions,
advantages and disadvantages.




               retailSOS.ca   Gerry Spitzner   53
   1. Key Initial Questions
   2. Advantages and Disadvantages
   3. Value Assessment and Price Determination
   4. Purchasing Methods




                                retailSOS.ca   Gerry Spitzner   54
   Key Initial Questions
    ◦ Why is this pharmacy for sale?
    ◦ Is the owner retiring?
    ◦ Has the neighbourhood changed due to competitive,
      demographic or economic factors?
    ◦ Is the pharmacy on the verge of bankruptcy?
    ◦ Is there a lien on the business?
    ◦ Who are the Doc‟s? How long is their lease?
    ◦ Lease term of Pharmacy? How long?
    ◦ Is the current lease assignable?
    ◦ Zoning? Will the area change due to development?


                                             retailSOS.ca   Gerry Spitzner   55
   Advantages
    ◦ Lower level of risk for the buyer
    ◦ No additional competition added to the marketplace
    ◦ Reduced set-up and start-up costs / less risk
    ◦ Less time required to show a profit
    ◦ Buyer receives established goodwill
    ◦ Business has an established clientele
    ◦ Business provides buyer with trained employees, inventory,
      physical facilities, and established relationships with
      healthcare providers


                                              retailSOS.ca   Gerry Spitzner   56
   Potential Disadvantages
    ◦   Inadequate facilities
    ◦   Old/Outdated fixtures and equipment
    ◦   Inventory that may be too large and/or unsellable
    ◦   Established policies and procedures do not match with new
        owner‟s philosophy
    ◦   Inflated sale price
    ◦   Problems with the location or Landlord
    ◦   Undesirable established leases / lease terms or conditions
    ◦   Existing owner may reopen and take customers
         Write them into the deal or have a non-comp clause


                                               retailSOS.ca   Gerry Spitzner   57
Community Pharmacy -
Independents and Chains




              retailSOS.ca   Gerry Spitzner   58
   Chain drug stores, supermarkets, mass
    merchandisers, mail order, hospital
    pharmacies, primary care centres.
    ◦ In 2010, Pharmacy chains, franchises and banners
      accounted for 61% of the market, leaving 20% for
      supermarket and mass merchandiser pharmacies and 19%
      for IND‟s.
    ◦ In 1995 the breakdown was 60%, 8% and 32% respectively.
 Drug Reform
 Drug Shortages


                                          retailSOS.ca   Gerry Spitzner   59
   Third Parties
    ◦ Plans are becoming more complex and patients don‟t
      understand them.

   Reimbursement Rates
    ◦ In Canada – more than 50% of prescriptions paid by
      Government; most of the rest is covered by an insurer like
      Blue Cross and NIHB; very little “cash pay”.




                                             retailSOS.ca   Gerry Spitzner   60
   Key Industry Stat
    ◦ Per capita usage of prescriptions is climbing among all age
      groups, ranging from 4.21Rx/year among those aged 0-39
      years up to 41.82/year for 60 years and up.

   Patient Care Service Development
    ◦ Home delivery, home consultation, patient charge
      accounts, disease management programs (diabetes,
      asthma), LTC, Group Homes, Workplace immunization etc.




                                            retailSOS.ca   Gerry Spitzner   61
   Niche Development
    ◦ Developing a relatively narrow specialty or niche to fill an
      observed unmet need in the local community, such as AIDS
      services, addiction, pain or celiac.

   Chains are slow to change to the new
    business model




                                             retailSOS.ca   Gerry Spitzner   62
Questions?




              retailSOS.ca   Gerry Spitzner   63
 Follow Twitter:     @passion4retail
 Connect LinkedIn:   Gerry Spitzner
 Web:                retailSOS.ca
 Email:              gerry@retailsos.ca
 Digital Biz Card:   gerryspitzner.tel
 Info:               retailsos.tel



                                retailSOS.ca   Gerry Spitzner   64

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UBC Phar400-startup or buy pharmacy-23mar2012

  • 1. Gerry Spitzner | retailSOS.ca March 23, 2012
  • 3. Overview of key points to consider when establishing a new practice.  Business plan outline for buying an established Pharmacy. retailSOS.ca Gerry Spitzner 3
  • 4. Advantages and disadvantages of purchasing an established Pharmacy vs starting a new Pharmacy.  Important factors before you start actively searching to establish new or purchase.  Explain factors important in leasing & rent calculation. retailSOS.ca Gerry Spitzner 4
  • 5. Capital requirements for establishing a Pharmacy and possible sources of capital.  Factors important in performing a Pharmacy location analysis and analysis of potential markets. retailSOS.ca Gerry Spitzner 5
  • 6. What, Who and Where Do I start?  Key Tasks for the Prospective Owner  Reasons for Wanting a Franchise Pharmacy  Opening a New Pharmacy  Purchasing an Established Pharmacy retailSOS.ca Gerry Spitzner 6
  • 7. This packet of thought starters is just that; a starting point. Let your mind wander and consider establishing a new practice or taking over an existing one. retailSOS.ca | Gerry Spitzner 7
  • 8. What‟s your BIG idea?  What is your why?  How will you benefit?  Is this right for me; right now? Are you ready? ◦ It takes time, commitment, a good idea, the right personality and at least a few basic business skills to start and run a small business successfully. retailSOS.ca Gerry Spitzner 8
  • 9. The BIG question...  Start up a new independent practice, or purchase an established Pharmacy?  Franchise, banner or independent?  “Full mix” drug store, Health Centre or simply Pharmacy? retailSOS.ca Gerry Spitzner 9
  • 10. Overview of types and departments retailSOS.ca Gerry Spitzner 10
  • 11. Pharmacy set-up support and type of pharmacy ◦ Corporate Pharmacy retail stores  (employee or owned and operated by the licensed “associate- owner”, closely related to franchise, “manager” of a chain Pharmacy) ◦ Franchise Pharmacy  (independently owned and operated, sharing in benefits, buying group, sales/promotions, contracts) retailSOS.ca Gerry Spitzner 11
  • 12. Pharmacy set-up support and type of pharmacy ◦ Banner Pharmacy  (independently owned and operated, working together, buying group, sales/promotions, contracts) ◦ Wholesaler  (independently owned and operated, shareholder in wholesale, buying group, working together) ◦ Independent Pharmacy  (independently owned and operated) retailSOS.ca Gerry Spitzner 12
  • 13. What departments and products? ◦ Consider location, clientele, age, mix, income levels, education, health providers nearby, other retail stores, etc. ◦ Alternative medicines, vitamins, OTC‟s, orthotics and mobility aids, wound care, private consultations, cosmetics, electronics, food and groceries, post office, greeting cards, books and magazines, etc.  What professional services? ◦ Consultations, Medication Management, Education, Counseling, Disease state screening, Chronic disease management, Immunization, Refill services, delivery services, blister packing, LTC, Group homes, other retailSOS.ca Gerry Spitzner 13
  • 14. Where do I start? What do I need? retailSOS.ca Gerry Spitzner 14
  • 15. Hard skills ◦ Knowledge of Leasing ◦ Negotiation Skills ◦ Fundamentals of Financing and Accounting ◦ Project management  Soft Skills ◦ Insights into complexity of issues involved in leading change ◦ Recognize your personal values and define work/life balance ◦ Cultivate a calm, clear mind even in times of stress ◦ Lead strategic change initiatives retailSOS.ca Gerry Spitzner 15
  • 16. Create your team of experts ◦ So you can do what you do best and they can do what they do best  The first three people you need ◦ Lawyer; with Employment Law and/or leasing experience ◦ Accountant; with Tax Planning experience ◦ and a Banker; preferably with Pharmacy accounts retailSOS.ca Gerry Spitzner 16
  • 17. Create your team of experts  The next person you need ◦ Mentors and advisors  Then you need (if starting new) ◦ Commercial real estate agent ◦ A great general contractor that can get and keep the trades focused  Then you need (if purchasing) ◦ Business broker retailSOS.ca Gerry Spitzner 17
  • 18. 1. Develop a Business Plan ◦ This is an essential step and critical for the planning and viability of your business.  2. Have you undertaken extensive market research? ◦ Market research is a vital part of your Business Plan, including creating a viability report (Market Feasibility Study)  3. Do you need additional financing? ◦ Banks and other lenders or investors will require a written business plan  4. Consider and select the most appropriate structure to operate your business ◦ Partnership Agreement if applicable and Corporation retailSOS.ca Gerry Spitzner 18
  • 19. 5. Submit your business name request (NR) for approval ◦ Recommend that you conduct a domain name search and put a hold ◦ Also recommend: contact CPBC; ask for clearance of business name  6. Incorporate your business either through a lawyer or yourself online ◦ Corporations are automatically assigned a Business Number (BN) for corporate income tax purposes ◦ As soon as you get the Incorporation documents send copy to CPBC  7. Review Pharmacy Licensure Guide from CPBC  8. Open a business bank account ◦ Visit your financial institution with a copy of your Business Registration Certificate retailSOS.ca Gerry Spitzner 19
  • 20. 9. Register the domain name of company  10. Open accounts under your Business Name (BN) as required for payroll, GST/PST (HST). ◦ You MUST open a GST/PST/HST account if your sales are greater than $30K  11. Contact your municipality for a business license ◦ Need this to apply for a Pharmacy License  12. Determine whether there are any further licenses or regulations that apply to you or your business retailSOS.ca Gerry Spitzner 20
  • 21. 1. As a Corporation, you must register your business for workers compensation ◦ Call WorkSafe BC  2. Open a Payroll Deductions Account under your BN which was provided with your business as part of incorporation ◦ Contact CRA  3. If you hire employees ensure you‟re aware of your requirements under the Employment Standards Act retailSOS.ca Gerry Spitzner 21
  • 22. Your Lawyer and Accountant ◦ You MUST keep detailed and accurate records for both your corporation and year end accounting  Your Bookkeeper ◦ Detailed employee files and records ◦ Cash and credit card receipts  Prescription records ◦ Hard copy storage and record keeping requirements retailSOS.ca Gerry Spitzner 22
  • 23. Key Tasks for the Prospective Owner retailSOS.ca Gerry Spitzner 23
  • 24. 1. Identify available pharmacies for sale or suitable locations for a new one  2. Leasing Agreements  3. Determine a satisfactory purchase price  4. Evaluate and determine capital needs  5. Investigate & select best source of capital retailSOS.ca Gerry Spitzner 24
  • 25. Location Analysis is a Hierarchal decision… ◦ Region – Lower Mainland, Okanagan, the Island ◦ Market Area – West Van, Kelowna, Comox ◦ Trading Area – Caulfield, Glenmore, Comox “downtown” ◦ Site – specific location  Location Analysis ◦ Location is the most important factor; “traffic” is the key ◦ Very difficult and expensive to re-locate ◦ You don‟t want to be “one block away from success” ◦ Doc‟s and/or nearby clinics ◦ Parking, Signage, Visibility retailSOS.ca Gerry Spitzner 25
  • 26. Location isn‟t… ◦ Customers may drive further to a Pharmacy they perceive having:  Better prices  Better service & services  Better selection of merchandise  Better amenities; such as private counseling area etc.  Better hours retailSOS.ca Gerry Spitzner 26
  • 27. Leasing ◦ Most Pharmacies lease (rent) their space ◦ Common is 5 years plus an option to renew for 5 years ◦ Once you sign you are obligated! ◦ Before you sign is the time to negotiate ◦ If you are purchasing an existing biz-need to get an assignment from landlord; usually this is a “subject to” clause retailSOS.ca Gerry Spitzner 27
  • 28. Leasing Agreements ◦ “Offer to lease” vs. “Lease”  “Offer” is starting point where both parties negotiate lease terms  Landlords have a standard “Offer” form.  It is at this point you try to drive your best bargain/value.  “Offer” usually includes “Sunset clause” – date by which lease must be signed or null and void.  A “lease” is a written legal document. Verbal lease does not exist.  A “lease” specifies what the lessor (landlord) will provide and what the lessee (you) will do and pay. retailSOS.ca Gerry Spitzner 28
  • 29. Leasing terminology  What is "Base rent"? ◦ Base rent refers to the minimum or base amount of rent as set out in the lease excluding percentage rents or any other additional or operating costs.  What is a "percentage lease"? ◦ A percentage lease refers to a specific type of rental arrangement that applies mainly to retailers, especially in shopping centres or multiple- tenant malls. ◦ In a percentage lease, the tenant pays a fixed or base rent plus a percentage of gross income. To create this type of rental arrangement, the tenant pays "Base Rent plus % of Gross Profits". retailSOS.ca Gerry Spitzner 29
  • 30. Leasing terminology  What are "triple-net leases"? ◦ Triple-net leases are the most common form of commercial lease. ◦ They can be used for retail, warehouse and industrial properties. ◦ The tenant is responsible for all of the costs of operating the building (including taxes, insurance and repairs and maintenance) in a triple- net lease.  What are “CAM” costs? ◦ Common area and maintenance costs; usually in a shopping centre lease. retailSOS.ca Gerry Spitzner 30
  • 31. Leasing Costs ◦ Downtown Vancouver/Victoria – YIKES!!! ◦ Langley/Surrey - $25 – $30/sq ft triple net plus CAM ◦ New locations/escalating construction costs ◦ Rural locations/old buildings; $12 – $25/sq ft  Leasing example ◦ Store “footprints” vary ◦ Dispensary only; 1-2000 sq ft ◦ Taxes and CAM can be $5 - $8/sq ft ◦ So, a 2K sq ft store @ $30/ft plus $5  2000 x 30=$60,000/year  2000x 5=$10,000/year  Total lease cost is $70,000/12=$5,833/month retailSOS.ca Gerry Spitzner 31
  • 32. Desirable lease clauses ◦ Sublet clause – if excess space or for doc‟s ◦ Signing incentive; first month free while setting up ◦ Leasehold improvements clause  Often you get just the bare walls/floor ◦ Adequate signage – some landlords have restrictions ◦ Exclusive use clause – only Pharmacy or store selling certain products ◦ Contingency on financing – similar to purchasing a home ◦ Whether the tenant can assign or sublet the property retailSOS.ca Gerry Spitzner 32
  • 33. If purchasing determine a satisfactory purchase price ◦ Accurate pharmacy valuations are critical in successfully buying a pharmacy.  Due to changes in Generic reimbursement and Professional Allowances; Pharmacy valuations are more complex and difficult than ever.  Usually a multiple of earnings (EBITDA)  Get expert advice from a Pharmacy biz broker or consultant. retailSOS.ca Gerry Spitzner 33
  • 34. Value Assessment & Price Determination ◦ Review the external business environment (i.e. the local community) ◦ Review the financial health of the business (e.g. solvency, liquidity, efficiency, sales, and profitability). ◦ Cash Flow. ◦ Assess the physical assets of the business (e.g. inventory, equipment, fixtures, technology, hardware & software, condition of the building) retailSOS.ca Gerry Spitzner 34
  • 35. Value Assessment & Price Determination ◦ Assess the *„Goodwill‟* that will come with the business (e.g. reputation, continued patronage, knowledge & expertise, information, any special products/services)  * Note: „Goodwill‟ is normally calculated as a multiple of annual net profit and may include number of scripts ◦ Assess the Financial liabilities of the business (eg. A/P) ◦ Assess the Financial assets of the business (eg. A/R ) ◦ Are there any outstanding legal issues or contracts? ◦ Will it be an asset or share purchase? retailSOS.ca Gerry Spitzner 35
  • 36. Identifying Financing Needs and Options ◦ A definition of „Capital‟:  “ Wealth, in the form of cash, equipment, property, or a combination of these factors, that can be used in the production or creation of income. ”  Areas of „Capital‟ need ◦ 1. Set-up capital ◦ 2. Start-up capital ◦ 3. Operating capital retailSOS.ca Gerry Spitzner 36
  • 37. Common types of financing for Pharmacy  1. Personal financing  2. Debt financing  Debt financing takes the form of loans that must be repaid over time, usually with interest.  3. Equity financing  Equity financing takes the form of money obtained from investors in exchange for an ownership share in the business.  Also known as "share capital".  4. “Sweat” equity  Build equity over time at a reduced wage rate or reinvesting part or all of salary or bonus back into the business in exchange for shares or options. retailSOS.ca Gerry Spitzner 37
  • 38. Additional Purchasing Method ◦ Junior partnership  Buyer can purchase a pharmacy with little or no initial capital and build equity over time  Seller can ease gradually out of ownership and maintain the legacy of the independent pharmacy in the community  Sources of Debt Financing ◦ CIT ◦ Banks ◦ Government loans/BDC  Sources of “Sweat equity” ◦ Forewest ◦ Multi store owners in PS and PDM retailSOS.ca Gerry Spitzner 38
  • 39. Advantages and Disadvantages retailSOS.ca Gerry Spitzner 39
  • 40. Proven Formula with Admin and Buying support  Two types ◦ “SDM Associate” concept  Own the business but not the physical assets  No capital investment or capital risk  Guaranteed minimum annual income and Benefits  “Share” in profitability  Support services in all areas of Operations ◦ “Medicine Shoppe” concept  Full Pharmacy ownership  Capital investment required  Ongoing Sales and Biz Dev support  Custom marketing strategy  Training and Professional Development retailSOS.ca Gerry Spitzner 40
  • 41. SDM concept ◦ “Share” profits ◦ Many “masters” ◦ Associate agreement is a renewable 3year deal ◦ Retained equity requirements ◦ Franchise agreement restricts or outlaws certain activity  Medicine Shoppe concept ◦ Franchise fees ◦ Trademark rules ◦ Required program participation retailSOS.ca Gerry Spitzner 41
  • 42. Main Reasons: ◦ Entrepreneur ◦ Self-management ◦ Creative freedom ◦ Financial independence  Additional Reasons: ◦ Not having to answer to others (regarding the pharmacy focus) ◦ Being recognized/playing an important role in meeting the business and healthcare needs of the community ◦ Achieving a level of self-fulfilment and pride ◦ Continuing a legacy of pharmacy ownership established by family and/or mentor(s) retailSOS.ca Gerry Spitzner 42
  • 43. Either: ◦ A desire to address some unmet healthcare need(s) for a particular patient population  Or: ◦ A desire to take advantage of a particularly or potentially, lucrative business opportunity  Or: ◦ A combination of the above retailSOS.ca Gerry Spitzner 43
  • 44. Things to consider and tasks to do. Develop a project management plan with timing and tactical action plan. retailSOS.ca Gerry Spitzner 44
  • 45. If the venture is not planned carefully, there is likely to be: ◦ A greater amount of risk in general ◦ An increased chance of specific unforeseen events ◦ A longer time lag between start-up and profitability ◦ A formidable challenge to obtaining sufficient capital retailSOS.ca Gerry Spitzner 45
  • 46. How to Get Started: ◦ 1. Decide on the type of pharmacy ◦ 2. Assess potential market ◦ 3. Develop a detailed business plan ◦ 4. Determine the legal structure ◦ 5. Identify financing options ◦ 6. Select a location ◦ 7. Obtain licences, permits and insurance ◦ 8. Develop a marketing and promotion plan ◦ 9. Establish the management philosophy of the business retailSOS.ca Gerry Spitzner 46
  • 47. Obtaining Licences, Permits, and Insurance ◦ 1. General business items (e.g. zoning, fire, business interruption, health and safety) ◦ 2. Pharmacy specific items (eg. Pharmacy License – College of Rx, software, suppliers, contracts) ◦ 3. Insurance (e.g. natural disasters, physical accidents, employee, health / injury / compensation, professional liability) retailSOS.ca Gerry Spitzner 47
  • 48. Types of Pharmacy ◦ Health Authority Associated Pharmacy (ambulatory care pharmacy, Cancer drug Pharmacy, HIV drug pharmacy, hospital pharmacy, corrections facility pharmacy, addiction, etc) ◦ Community Pharmacy (consulting pharmacy, compounding pharmacy, retail pharmacy, veterinary pharmacy, central fill pharmacy, etc) ◦ Other Pharmacy (nuclear pharmacy, military pharmacy, etc) retailSOS.ca Gerry Spitzner 48
  • 49. Determine the type of Pharmacy set-up that is most compatible with your needs and style ◦ Your pharmacy practice desires ◦ Your pharmacy training (Community residency, hospital residency, certificate training, certified diabetes educator, certified geriatric pharmacist, certified asthma educator, injection training, Pharm D, MSc, PhD, MBA, etc.) ◦ Your experience (technician, staff pharmacist, pharmacy manager, corporate staff member, other) retailSOS.ca Gerry Spitzner 49
  • 50. Establishing the Management Philosophy of the Business ◦ Management / Leadership Style ◦ Organizational Culture ◦ Corporate Values retailSOS.ca Gerry Spitzner 50
  • 51. Opportunity to select every item required for this new venture  Hiring one‟s own personnel (compatibility)  Finding a great location  Creating sound policies and procedures  Avoiding having to pay for intangible assets retailSOS.ca Gerry Spitzner 51
  • 52. High level of risk  Longer term to profit  Considerable time investment  Need to do everything yourself retailSOS.ca Gerry Spitzner 52
  • 53. Considerations, questions, advantages and disadvantages. retailSOS.ca Gerry Spitzner 53
  • 54. 1. Key Initial Questions  2. Advantages and Disadvantages  3. Value Assessment and Price Determination  4. Purchasing Methods retailSOS.ca Gerry Spitzner 54
  • 55. Key Initial Questions ◦ Why is this pharmacy for sale? ◦ Is the owner retiring? ◦ Has the neighbourhood changed due to competitive, demographic or economic factors? ◦ Is the pharmacy on the verge of bankruptcy? ◦ Is there a lien on the business? ◦ Who are the Doc‟s? How long is their lease? ◦ Lease term of Pharmacy? How long? ◦ Is the current lease assignable? ◦ Zoning? Will the area change due to development? retailSOS.ca Gerry Spitzner 55
  • 56. Advantages ◦ Lower level of risk for the buyer ◦ No additional competition added to the marketplace ◦ Reduced set-up and start-up costs / less risk ◦ Less time required to show a profit ◦ Buyer receives established goodwill ◦ Business has an established clientele ◦ Business provides buyer with trained employees, inventory, physical facilities, and established relationships with healthcare providers retailSOS.ca Gerry Spitzner 56
  • 57. Potential Disadvantages ◦ Inadequate facilities ◦ Old/Outdated fixtures and equipment ◦ Inventory that may be too large and/or unsellable ◦ Established policies and procedures do not match with new owner‟s philosophy ◦ Inflated sale price ◦ Problems with the location or Landlord ◦ Undesirable established leases / lease terms or conditions ◦ Existing owner may reopen and take customers  Write them into the deal or have a non-comp clause retailSOS.ca Gerry Spitzner 57
  • 58. Community Pharmacy - Independents and Chains retailSOS.ca Gerry Spitzner 58
  • 59. Chain drug stores, supermarkets, mass merchandisers, mail order, hospital pharmacies, primary care centres. ◦ In 2010, Pharmacy chains, franchises and banners accounted for 61% of the market, leaving 20% for supermarket and mass merchandiser pharmacies and 19% for IND‟s. ◦ In 1995 the breakdown was 60%, 8% and 32% respectively.  Drug Reform  Drug Shortages retailSOS.ca Gerry Spitzner 59
  • 60. Third Parties ◦ Plans are becoming more complex and patients don‟t understand them.  Reimbursement Rates ◦ In Canada – more than 50% of prescriptions paid by Government; most of the rest is covered by an insurer like Blue Cross and NIHB; very little “cash pay”. retailSOS.ca Gerry Spitzner 60
  • 61. Key Industry Stat ◦ Per capita usage of prescriptions is climbing among all age groups, ranging from 4.21Rx/year among those aged 0-39 years up to 41.82/year for 60 years and up.  Patient Care Service Development ◦ Home delivery, home consultation, patient charge accounts, disease management programs (diabetes, asthma), LTC, Group Homes, Workplace immunization etc. retailSOS.ca Gerry Spitzner 61
  • 62. Niche Development ◦ Developing a relatively narrow specialty or niche to fill an observed unmet need in the local community, such as AIDS services, addiction, pain or celiac.  Chains are slow to change to the new business model retailSOS.ca Gerry Spitzner 62
  • 63. Questions? retailSOS.ca Gerry Spitzner 63
  • 64.  Follow Twitter: @passion4retail  Connect LinkedIn: Gerry Spitzner  Web: retailSOS.ca  Email: gerry@retailsos.ca  Digital Biz Card: gerryspitzner.tel  Info: retailsos.tel retailSOS.ca Gerry Spitzner 64