Merry Christmas Washington

Washington (WA) drug store business owners we want to wish you and your staffs a Merry Christmas and a Happy New Year!

In the coming new year when you need a pharmacy business valuation, drug store financing, or acquisition services we are here to assist you.

   Watch our Christmas video: http://youtu.be/Lm-6ls-rzrY  

Sale & Purchase Agreements in Washington

By Brad MacLiver
Authorship and profile at Google


A Pharmacy Listing Agreement is the contract that provides a pharmacy broker the business seller’s permission to sell their Washington drug store. During the process of presenting the business being sold to qualified drug store buyers there are negotiations and preliminary offers.

Once the preliminary stages have been negotiated it is time to put forth the details of the potential pharmacy transaction in contract form. This contract is usually called the Purchase and Sale Agreement, but it may also be referred to as an Asset Purchase and Sale Agreement, Pharmacy Asset Purchase Agreement, Asset Purchase Agreement, or variations of these contract titles. Whatever the title is on the contract, this document should be considered the “blueprint” for transferring the Washington pharmacy business to the new owner.  

The Pharmacy Purchase and Sale Agreement details how much the buyer agrees to pay and what assets the seller in Washington is conveying to the buyer. When the agreement is put in writing, describes the transaction in some detail, and is accepted and signed by both parties, this contract becomes a legally binding agreement. Therefore, during the negotiated development of the Pharmacy Purchase and Sale Agreement proper diligence should be taken.

Due to liability issues it is seldom that a Washington pharmacy’s corporate stock will be purchased. Therefore, these transactions almost always are only asset purchases.

The elements in a Pharmacy Purchase and Sale Agreement are not limited to but can include: assets purchased, assets excluded, aspects regarding counting and purchasing the inventory, electronic and hard copies of pharmacy customer files, liabilities, purchase price, closing date, transferring the assets' title when being purchased, conversion of pharmacy customer files, warranties and representations, non-compete clauses, restrictive covenants, transferring the phone services, notification of customers, signs, Board of Pharmacy notifications, accounts receivables, business seller and pharmacy employee employment, confidentiality, pharmacy inventory counting, any costs associated with closing, lien searches, actions to be taken before the closing date, the pharmacy’s computers, office equipment, and automated filing machines.

Although it covers many aspects of transferring the business assets from the pharmacy seller in Washington to the new owner, it should be understood that the Purchase & Sale Agreement does not provide tax and legal guidance for the seller. Those issues do not pertain to the buyer of the assets. Therefore, the pharmacy seller should be well advised by a knowledgeable pharmacy broker, accountant, or attorney regarding tax consequences, restrictive covenants, and the structure of the deal. These aspects of the deal may not have any impact from the buyer’s point of view, but if not considered carefully may have affects to the seller’s financial position after the transaction is closed.

Washington pharmacy owners who are considering selling will benefit when working with a specialist who operates exclusively in the pharmacy industry and can provide expert guidance in bringing about a transaction that provides the most benefits regarding the seller’s tax consequences, family and estate planning. Proper planning and a blueprint that structures the transaction appropriately will increase the net amount of money the seller receives for the pharmacy’s assets.

************************

 

The Washington Pharmacy Industry Roll-Up

By Brad MacLiver
Authorship and profile at Google


The Washington state Pharmacy Industry Roll-Up is where an industry’s many players are consolidated into smaller groups for economic benefits. Industry aspects like recessions or new government regulations that may be stifling profits can end up providing incentives to consolidate.
           
A principal reason for an industry roll-up is to create economies of scale when it comes to purchasing, marketing, information systems, logistics, distribution, and top management. Consolidated businesses also have reduced risk from the impact of unsatisfied customers and have the reward of being able to recruit, or keep, key employees.

An example of an industry roll-up can be seen with the Washington (WA) pharmacy industry. It is a well established industry and is still experiencing sales growth. However, pharmacies and drug stores have seen a steady decline in their profit margins due mainly to government regulations, even as sales increase. There has also been a shortage of WA pharmacists - a required key employee.

Industry roll-ups are often initiated by investors seeking investment opportunities. However, in the case of pharmacies in Washington, the roll-up is a necessity due to declining net profits ratios. Companies that are acquired in a roll-up are usually small independently-owned businesses whose owners believe in the economic benefits of combining forces with a larger organization, or simply need an exit strategy. In the pharmacy industry roll-up, independents have been a majority of the acquisitions, but there has also been a consolidation of a number of the larger WA pharmacy chains.

During the Washington pharmacy industry roll-up pharmacies with better financial wherewithal are acquiring their local competition and combining two or more stores into a single location. This results in more customer traffic through a single location and reduces the expenses that come with multiple locations. This can dramatically drive up total sales while driving down the administrative and overhead costs per customer.

To help fund pharmacy acquisitions in WA during the roll-up, specific funding programs have been developed. These pharmacy chain funding programs are backed by major financial institutions that provide the funding for pharmacy acquisitions. These Washington pharmacy funding programs allow an individual pharmacy business, or an investment group, the capital to acquire and combine pharmacies in geographic areas.

Funders are willing to provide the capital for the pharmacy roll-up because they recognize that combining the individual Washington pharmacy businesses provides a greater total business value than if each individual pharmacy value were added together. This synergistic value reduces the risk of funding the individual acquisition.

When considering the buying, selling, or financing a pharmacy in WA, whether an independent drug store, or multiple pharmacy locations,  due diligence and understanding of all aspects of the transaction should be considered. Using the services of a pharmacy industry expert to guide a Washington pharmacy owner through the maze of details will benefit the pharmacy owner in making the best business decision.

All transactions involved in the pharmacy roll-up need to have the business valued at the current market value. Business valuations for the pharmacy industry should be calculated by a company that has in-depth knowledge of the Washington pharmacy. Simple accounting formulas used by many to estimate a value do not provide an accurate picture because the simple formulas do not take into account the aspects that are causing the pharmacy industry roll-up in WA.

The aspects of the market which are stimulating the roll-up are also having downward pressure on the pharmacy business valuations. Pharmacy owners have been watching what has been occurring in the pharmacy industry. While profit margins slip, new regulations are being imposed, and as reimbursements are pared down there is wide expectation that the business values in the pharmacy industry will continue to slide to lower levels, and thus the Washington pharmacy industry roll-up will continue.

************************
 

Washington pharmacy owners - discover tips and resources about buying, selling, financing, and valuing pharmacies at www.BuyingAndSellingPharmacies.com.
For a free pharmacy business valuation visit www.PharmacyValuations.com and click on either Retail or Specialty.
Follow us on Facebook.