I break every rule of presentation; no pictures, no clip art, no cartoons.Just content...Since there are no textbooks for this course my objective is to pack as much information into them for you to reference.
At some point in the future you may consider a practice of your own.
Leasing and money are two of the most crucial initial decisions a prospective owner makes.
Small business makes up 98 per cent of all businesses in B.C., at present there are approximately 400,000 small businesses operating in the province, employing over a million British Columbians.In British Columbia there are more than 4,800 pharmacists and 1,100 pharmacies. Best estimate of banner/IND’s is about 55% of the total 1,100 or approx. 600. Add in the franchises like SDM/Medicine Shoppe and it gets closer to 800; approx 70% of the total.What’s the Difference Between Small, Medium and Big business?A small business, as defined by the BC Ministry of Jobs, Tourism and Innovation, is any business that has fewer than 50 employees. A business with fewer than 5 employees is often referred to as a micro-business. But the number of employees within an organization doesn’t always tell the entire story.Another term you are likely to come across when researching or learning about small business, is the term SME. SME stands for Small and Medium Enterprises. Medium size business generally is defined as any organization employing between 51-500 employees.
What is the meaning of the word entrepreneur?Here is the origin of the word...
The perception of opportunity in the absence of resources; helps explain much of what differentiates entrepreneurial leadership from that of corporate administrators: the emphasis on team rather than hierarchy, fast decisions rather than deliberation, and equity rather than cash compensation.In other words, entrepreneurs offer their team members a larger share of a vision for a future payoff, rather than a smaller share of the meager resources at hand. Opportunity is the only real resource you have as an entrepreneur.Every time you want to make any important decision, there are two possible courses of action. You can look at the array of choices that present themselves, pick the best available option and try to make it fit. Or, you can do what the true entrepreneur does: Figure out the best conceivable option and then make it available.
If you want a successful, profitable business, sooner or later you need to develop your skill at making decisions.Because in a funny way, business is nothing more than making a series of decisions and acting on them.So, this is the first decision a small business entrepreneur ought to make. Buy or start?This is really the BIG QUESTION; and the first one you must answer; so you can focus your efforts; because the path to each one is different. The course of action you choose will affect the costs you will incur and may also affect how soon you start to receive income from the venture.
Whether buying or starting...That really starts with you and then depends on these common factors;some of which are particular to the pharmaceutical industry...Living in the community you serve is an under estimated key to success; especially in rural markets.There is an unexplainable special connection with customers when they see you out in the community doing stuff; like groceries, at the hockey rink or church.One of the most common mistakes made by Pharmacists is to set the opening hours to their life instead of their customers.
There are a lot of questions here and it’s important to ask questions. However, they have to be the right ones for the type of practice you want to create for yourself..And some of these questions have already been addressed in an existing pharmacy. Is that the best choice for you?
Is buying an existing Pharmacy the best option? That depends on these factors... Here are some key initial questions to consider...There are many types of liens. In Canada; a lien usually is a contractual lien of some kind, typically the cause of a construction contractor not getting paid, who “slaps a lien” on the business; it is a legal action which must be settled before the business sale can complete. An assignable lease means... if the landlord allows the existing lease to be taken over by the purchaser.
Re: Location...you don’t want to be “one block away from success”.Location is important; however in today’s business world it is only a real estate solution and a great location doesn't guarantee success. In order to create and keep customers you must “differentiate, differentiate, differentiate” yourself on your unique value proposition or you will be caught in a sea of sameness. And if that happens, customers tend to default to convenience or price.KEY POINT: Zoning and construction; this can be either a burden or a blessing and depends on the situation and location. For example, would the construction hide or highlight the location from public view. Review the OCP for the area; always available at City Hall.
Definition of goodwill... Intangible assets relating to a company's business practices. Goodwill includes assets with value that are exceptionally difficult to quantify.Examples include brand recognition, customer loyalty, and employee happiness. Goodwill helps a company remain competitive in the long term, even if the company does not produce the best product. For example, a customer will be more likely to buy peanut butter from one company and pay more for it, if they think the company produces better-tasting peanut butter, regardless of whether or not this is the case. When a company buys another company, it will often pay above the target company's book value to account for goodwill.The goodwill comes at a cost which can be difficult to quantify and therefore justify. How do you put a price on something as subjective as a reputation? The vendors perception is often very different than the reality in the marketplace.Also, the down payment and loan required for this is often more than a first-time owner is able to pay or borrow.This is without a doubt the most difficult area of the Pharmacy valuation; especially since drug reforms and can often be quite emotional; I’ve seen deals come apart at the last minute over differences on goodwill.
Buyingan existing Pharmacy is challenging yet; these factors can help a buyer avoid some of the uncertainty inherent in starting a new business. Other advantages include…(next slide)
Here is a “short” list of common stumbling blocks.Re; last point on slide…Writing an existing owner into the deal is also sometimes a good idea for continuity with the doc’s, staff, patients and customers. Even the landlord and neighbouring tenants. However it can also be a nightmare; might be better to get rid of them ASAP.In a well structured purchase agreement; Goodwill doesn’t get paid out fully unless certain conditions and milestones are met.
The alternative to purchasing is to open a new pharmacy, which has its own list of pros and cons
This 10 point list may not be all inclusive on the unique details to every situation but it is a good starting point.The list is dynamic and fluid; not intended as a hierarchal list but rather tends to bounce around and is a bit of a juggling act.Just like buying an existing Pharmacy; opening a new one is a project and needs a project plan with timing set to it.
Key considerations include... Location.Re; renting space in a clinic. Doc’s have an obligation and requirement to follow clear by-laws with regard to “under the table” arrangements.Building out a new Pharmacy is tricky; space layout and work flow are critical as well as submitting a properly drawn store/dispensary plan to the College for approval before starting the build.Also, the structure of the Incorporated company must be submitted to the College. In addition to taxes. Partnerships, marriage, and children are all key considerations to include in a properly structured company.Clearly defined remedies and actions as a result of disability and death are also essential elements.
Re: Lease; try to negotiate a lease that is assignable to a prospective purchaser should you decide to exit.Re: initial loan or line of credit…The sad truth is most businesses that go bankrupt are profitable; the problem is they have negative cash flow.It’s not fun looking over the edge of the cliff; especially when rent, salaries and wholesale purchases line up due on the same day and your sales or PharmaCare money hasn’t been posted to your deposits yet.
The main advantages to opening a new Pharmacy include... You don’t have to pay for goodwill; you get to build it.
Focus on a few of the really important things…Timing note; should be at least halfway by now.
Developing your skills, and staying focused on them, is a key to turning your vision into reality and “just-right-for-you” sources of income.What is a project? A project is a temporary effort, with a defined beginning and end, designed to help you achieve what you desire.A project is a way to organize your activity. It is defined by the action steps that move you through the project from beginning to end. You complete the project by taking as many of the actions you’ve defined as possible, as well as new ones that emerge as you are in motion, within the time frame you’ve set, as quickly as is healthy, reasonable and within your capital resources.
Preferably a Business Lawyer, Accountant and Bank focused on working with Healthcare professionals.Ask around and get to know who these people are. Start now and connect with them.
Mentors and advisors; not your family!Commercial real estate agents are worth their weight in gold and can help to negotiate a good lease.Contractor; the rent clock is ticking before you open; and trades that don’t show up are costing the prospective owner time and money.Business Brokers do the valuation on the purchase; and set up a properly structured deal.
Now...going to take these five points and break them down a bit more.
Robson St $160 - $210Yaletown $29 - $35Vancouver (Downtown) $26 - $42Vancouver (Broadway) $24 - $30North Shore $20 - $28Burnaby $19 - $28New Westminster $16 - $26Richmond $16 - $20Surrey $17 - $28Class “A” commercial real estate lease rates per net rental per square foot. Compiled by Avison Young for year-end 2011.So, in this example this dispensing Pharmacy would have to do an average 20 Rx’s/day, 7 days a week @ a 10.00 dispensing fee just to cover rent.You can see how important it is; especially for a startup to have other revenue streams like OTC’s or clinical services to cover rent, staff wages and income for the owner.
If percentage rent; then a lower % rent on low margin commodity items that drive traffic; like paper goods.
Gross Earnings are the profit a business generates after cost of sales; and before expenses like rent and wages.EBITDA stands for Earnings Before Interest Taxes Depreciation and Amortization.
Note; Solvency is the ability of a corporation to meet its long-term fixed expenses and to accomplish long-term expansion and growth.Note; In accounting liquidity (or accounting liquidity) is a measure of the ability of a debtor to pay their debts as and when they fall due.
Financial capital is borrowed sums or equity with which the firm’s assets are acquired and it’s operations are funded.The money used by entrepreneurs and businesses to buy what they need to make their products or provide their services.
Personal Financing is your own money.Debt Financing is usually done with a bank.Equity Financing is what you see on the TV show, Dragon’s Den. Sweat equity can be risky and a nightmare if the value of shares or options isn’t clearly spelled out in the purchase agreement.
Junior partnership; the right share structure is critical. It’s a form of sweat equity.
The answer might be surprising, but in fact, this is probably the best time, for two key reasons. The first is that prime lending rates are at an all-time low and likely to remain there for the near future. The second is that lending institutions consider financing a pharmacy to be a less risky proposition than funding other types of businesses. In fact, the healthcare sector is considered “recession proof” by many. (if there is such a thing as recession proof)
Maybe all this sounds too complicated...however with the right team of trusted support it will go a lot smoother.Don’t compromise your dream; instead work towards it. Stay curious and follow your passion. Learn what you need to know; then surround yourself with the right people.
To your business and professional success, thank you.
I’ll be around for a while today but if you think of something later; find me.
Overview of key points to consider when establishing
your own practice.
Purchasing an existing Pharmacy business, or
starting up a new business.
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Questions for starting up a new or buying an
Advantages and disadvantages of purchasing an
established Pharmacy vs starting one.
Important factors before you start actively searching
to establish new or purchase.
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Explanation of leasing & rent calculation.
Capital requirements for establishing a Pharmacy and
possible sources of capital.
Factors important in performing a Pharmacy location
analysis and analysis of potential markets.
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First questions; What, Who, How and Where Do I start?
Purchasing an Established Pharmacy
Opening a New Pharmacy
Key Tasks for the Prospective Owner
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This packet of thought starters is just
that; a starting point.
Let your mind wander and consider the
vision of establishing a new practice or
taking over an existing one.
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Most community Pharmacy owners are small business
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.
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The french word "entrepreneur" was first defined by
economist Richard Cantillon (1680-1734) as a person
who is willing to help launch a new enterprise and
accept full responsibility for the outcome.
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What's an Entrepreneur in the 21st century?
What is it that all entrepreneurs do?
The Best Answer Ever…
Entrepreneurship is the pursuit of opportunity
without regard to resources currently controlled.
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You have decided that you want to run
a community Pharmacy - now decide
how you will achieve this.
• buy an existing business
• start up a new business from scratch
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Will you be doing this alone, or with one or more
partners? How much financing can you get together
What experience do you (and/or your partners) have in
running a Pharmacy? Which type of community would
you like to serve (and live in)?
Will you need to hire a Pharmacist or additional
Pharmacists to comply with legal requirements and
coverage of your open hours?
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What does your ideal store look like? How big, where,
opening hours, what professional services to offer
other than dispensing?
Will it be a “full mix” drug store, health centre, simply
Pharmacy or central fill?
How will you deal with...
◦ sick leave and holidays, advertising and marketing, growth
opportunities, business development, pricing policy, staff,
bookkeeping, website, wholesaler and all the other
operational details of running a Pharmacy?
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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?
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Location, location, location.
◦ A good location depends on whether your ideal Pharmacy is
urban, suburban or rural;
◦ foot traffic and/or parking possibilities,
◦ other businesses in the area to draw traffic, like a
supermarket or liquor store;
◦ line-of-sight to a doctor’s office or other origin for
prescriptions like a hospital.
Are there any long term (zoning or construction) plans
which might affect the suitability of the location?
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The goodwill of an established Pharmacy is influenced by...
◦ how long it has been open;
◦ how long it has been under the current ownership;
◦ what type of relationship owner had with clients and community;
◦ what services (professional or “front shop”) they offer apart from
Goodwill is normally calculated as a multiple of annual net
profit and may include number of scripts retained over a
period of time after the purchase agreement is completed.
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A new owner usually enjoys the same current
prescription activity, sales and profit; unless
something drastic happens.
It’s often easier to transfer contracts, permits and
registrations than to apply for new ones; if local laws
Partnering with a retiring Pharmacist/owner can help
you build your business experience, if this is not your
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◦ 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 and doctors.
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◦ Inadequate facilities
◦ Old/Outdated fixtures and equipment
◦ Inventory that may be too large and/or unsellable
◦ Established policies/procedures don’t match new owner philosophy
◦ Inflated sale price; less than full disclosure on financials
◦ Problems with the location or landlord
◦ Undesirable established leases / lease terms or conditions
◦ Existing owner may reopen and take customers
Write the vendor into the deal or have a non-comp clause
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Things to consider and tasks to do.
Develop a project management plan
with timing and tactical action plan.
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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; sign a lease
◦ 7. Obtain licences, permits and insurance
◦ 8. Determine leasehold, renovation and fixtures
◦ 9. Develop a marketing and promotion plan
◦ 10. Establish the management philosophy of the business
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Again, location. And all the same points as in buying.
◦ Do zoning laws allow for a retail Pharmacy at proposed location?
◦ Renting space from a clinic or diagnostic and treatment centre
might be good for “leapfrog” traffic, but beware of self-referral
and anti-kickback statutes.
How much leasehold or renovation changes are
necessary to comply with space/layout requirements?
Consult a lawyer and/or accountant on the company
form which gives you the best tax advantages.
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The lease can make or break any new business.
◦ Reasonable rent is essential to keep overheads as low as possible
while building a reputation and client base for a starting Pharmacy.
◦ The optimal length of the lease is a fine line which influences your
eventual exit strategy.
Make sure initial loan/financial package includes enough
working capital to cover expenses like salaries and
wholesale purchases until the money starts coming in.
◦ Modesty here can cost you dearly in the long run.
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Opportunity to select every item for the new venture
Hiring one’s own personnel (compatibility)
Finding a great location
Creating your own systems, policies & procedures
Avoiding having to pay for intangible assets
Negotiating your own arrangements with suppliers
Choosing your own practice focus
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Difficult to get financing
High level of risk
Suppliers may not extend you credit
Longer term to profit
Considerable time investment
Need to do everything yourself
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Key tasks for the prospective owner
whetherstarting or buying.
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◦ Knowledge of Leasing
◦ Negotiation Skills
◦ Fundamentals of Financing and Accounting
◦ Project management
◦ 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 and decision making
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Create your team of experts
◦ So you can do what you do best...
◦ and they can do what they do best
◦ Create an advisory board
The first three people you need
◦ Business Lawyer; with Employment Law & Leasing experience
◦ Accountant; with Tax Planning experience
◦ Banker; preferably experienced with Pharmacy accounts
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Create your team of experts...
The next person/people you need (buying or starting)
◦ Mentors, advisors and a business consultant
Then you need (if starting new)
◦ Commercial real estate agent
◦ A great designer/general contractor that knows the Pharmacy
business and can get and keep the trades focused
Then you need (if purchasing)
◦ Business broker
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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
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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 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, hospital
◦ Parking, Signage, Visibility from street/parking lot
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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 in purchase agreement
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“Offer to lease” vs. “Lease”
◦ “Offer” is starting point where both parties negotiate terms.
◦ Landlords have a standard “Offer” form.
◦ 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. A verbal lease does not
exist. (i.e. worthless)
◦ A “lease” specifies what the lessor (landlord) will provide and
what the lessee (you) will do and pay.
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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
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
◦ 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 or Sales".
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What are "triple-net leases"?
◦ 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) .
What are “CAM” costs?
◦ Common area and maintenance costs; usually in a shopping centre,
strip mall or power centre lease.
◦ CAM costs cover maintenance of the property, gardening, floor
washing, snow removal, repairs, lighting; indoors/parking lot, security.
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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
◦ Store “footprints” vary; Dispensary only; usually 1-2000 sq ft
◦ Taxes and CAM can be $5 - $8/sq ft
◦ So, a 2K sq ft store @ $30/ft plus $5 CAM
2000 x 30=$60,000/year
2000 x 5=$10,000/year
~Total lease cost is $70,000/12=$5,833/month + Tax (on applicable)
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Sublet clause – if excess space or for doc’s
Signing incentive; first month free while setting up
Leasehold improvements; often get just bare space
Adequate signage – some landlords have restrictions
Exclusive use clause – only Pharmacy or store selling
certain products; i.e. Prescriptions, greeting cards
Contingency on financing – similar to buying a home
Whether the tenant can assign or sublet the property
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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.
◦ “Normalize” the script count; ie nursing home contracts.
◦ Usually a multiple of earnings termed as EBITDA.
◦ Get expert advice from a business broker that understands
Pharmacy purchase agreements.
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Review the external business environment (i.e. the
local community; how are other businesses doing ?)
Review the financial health of the business (i.e.
solvency, liquidity, cash flow, sales, and profitability).
Assess physical assets of the business (i.e. inventory,
equipment, fixtures, technology, hardware & software)
Assess the condition of the building, (i.e. roof,
electrical, plumbing, lighting, HVAC, concrete or wood)
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Will it be an asset or share purchase?
o Asset purchase; your company takes over only the assets like
inventory but not the liabilities.
o Share purchase; your company takes over the vendors
company in total and owns everything; assets and liabilities.
o Asset purchase generally favours the buyer; share purchase
generallyfavours the vendor.
o In either type of purchase; always consider…
Assess the Financial liabilities of the business (i.e. A/P)
Assess the Financial assets of the business (i.e. A/R )
Are there any outstanding legal issues or contracts?
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Definition of financial 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
◦ Set-up capital
◦ Start-up capital
◦ Operating capital
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Debt financing takes the form of loans that must be repaid over
time, usually with interest.
Equity financing takes the form of money obtained from investors
in exchange for an ownership share in the business.
Also known as "share capital".
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.
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◦ Desante (MAXIUM Financial)
◦ Banks (RBC), Government loans or BDC
◦ 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.
◦ Multi store owners in banner stores
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Is owning a community Pharmacy still possible in the
world of today?
With the current economic conditions, is this a good
time to be financing your Pharmacy vision?
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◦ It is not exactly easy – buying or starting a Pharmacy is a
challenge;involving many different risk factors.
◦ But so is parenting. Don’t miss out on the personal and
financial rewards just because the unknown risks put you off.
◦ With trustworthy guidance and support you can make your
vision a reality.
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Want a copy an electronic copy of this of this
presentation with bonus slides?
◦ Email me; gerry@retailSOS.ca
To your business and professional success...
THANK YOU for your attention.
retailSOS.ca 47Gerry Spitzner
Gerry Spitzner is an optimist with a natural "kid-like“ curiosity for improving life and business
results. He believes in a bright future and our ability to build it together. Gerry is passionate
about making the public aware of the great things Pharmacists do.
Drawing on 35+ years experience in multi-site retail Pharmacy operations, drug store ownership
and the Pharmaceutical wholesale supply-chain; Gerry brings the leadership, knowledge and
market awareness of business development to retail Pharmacy owners helping them achieve
growth objectives. He teaches and inspires Pharmacists to achieve results by aligning their vision
with marketing strategy and operational execution.
Fascinated with a lifelong curiosity for why customers buy and a passion for retail Pharmacy;
Gerry guides leaders and organizations to create, engage and keep great customers by delivering
the promise of an extraordinary customer experience. He has devoted his life to sharing his
thinking with other Pharmacy leaders to manage market analysis and build business plans that
increase profitability and create competitive advantage with systems to implement.
His company is retailSOS.ca, a Vancouver-based business management consultancy with a suite
of outsourced business services to support Pharmacy owners starting, buying or strategically
realigning their practice. With a clear understanding of the business of Pharmacy he uses a
solution oriented focus with ideas and alternatives that clients can use to address the changing
practice issues they face right now. Gerry understands who they are, what they need, and where
to find it, helping them market and strategically realign their professional clinical services to
integrate the business activities of optimal drug therapy outcomes through patient centered care.
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