RxLegacy Pharmacy Ownership Overview

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RxLegacy Pharmacy Ownership Overview ACPE # 0130 9999 17 074 L04 P&T Accredited for 2.

org (preferred) 877 634 5445 Amanda Fields is a paid employees of American Pharmacies.

planning the purchase or sale of a pharmacy; Explain how to engage in discussions with other parties in the pharmacy

AmerisourceBergen Sole objective: grow community pharmacy & strengthen the chain of independent ownership Connects like

deliberations conducted in total confidence.

1 RxLegacy Pharmacy Ownership Overview ACPE # L04 P&T Accredited for 2.5 CE Hours Disclosure & Session Objectives Amanda Fields, APRx General Counsel afields@aprx.org (preferred) Amanda Fields is a paid employees of American Pharmacies. Conflict of interest: None Learning Objectives At the end of this segment you will be able to: Identify essential tasks in planning the purchase or sale of a pharmacy; Explain how to engage in discussions with other parties in the pharmacy ownership process; and RxLegacy Addresses All Career Stages Pharmacy ownership program established in 2016 and powered by AmerisourceBergen Sole objective: grow community pharmacy & strengthen the chain of independent ownership Connects like minded buyers, sellers & pharmacy students Free resources, consultants & advice No exclusivity required All contacts & deliberations conducted in total confidence. Longtime owners looking to retire/sell in short term Experienced owners wanting to plan an exit strategy Owners wanting to expand/grow through purchasing Owners seeking a junior partner or investor/co owner Younger pharmacists seeking first ownership opportunity or junior partnership Students exploring junior partnerships & future ownership

2 RxLegacy Team Member Amanda Fields Team Member Charlie Le Bon Team Role: Gather initial information & help establish goals Counsel best course of action throughout Match interested parties Advise/coach on discussions with other parties Obtain a meeting of the minds Provide ownership transition advice Interact with APRx sales team and other RxLegacy team members to maintain momentum Leads Pharmacy Ownership Program at AmerisourceBergen Long history of brokerage success Advises both buyers & sellers Evaluation of pharmacy s financials & operations Cash flow analysis Stellar financial intelligence specific to community pharmacies Team Member Bill LaRose Team Member Bob Graul Pharmacy Ownership Consultant at AmerisourceBergen Pharmacist and pharmacy executive experience in chain & community pharmacy Personally involved in the sale, purchase & acquisition of more than 500 pharmacies Adept at reviewing financials, providing valuations, matching interested parties, and advising them from start to finish Managing Director at First Financial Bank Pharmacist and former pharmacy owner Expert financial counseling & resources Pharmacy specific financial expertise

Pharmacy Transition Strategies For Buyers & Sellers Bill LaRose, AmerisourceBergen Disclosure & Segment Objectives Charlie Le Bon, Director of Pharmacy Ownership clebon@amerisourcebergen.com 949.212.

com 201 874 9431 Charlie Le Bon & Bill LaRose are paid employees of AmerisourceBergen Conflict of interest: None Learning Objectives At the end of this segment you will be able to: Describe the

3 Pharmacy Transition Strategies For Buyers & Sellers Bill LaRose, AmerisourceBergen Disclosure & Segment Objectives Charlie Le Bon, Director of Pharmacy Ownership Bill LaRose, Pharmacy Ownership Consultant Charlie Le Bon & Bill LaRose are paid employees of AmerisourceBergen Conflict of interest: None Learning Objectives At the end of this segment you will be able to: Describe the ownership transition process & the roles of both buyers & sellers; Identify the factors that influence pharmacy value in determining purchase price; and Explain basic formulas & methodology for determining the selling price of a pharmacy. Bill LaRose Profile Discussion Topics Pharmacist: graduate of Philadelphia College of Pharmacy 28 years with CVS: o Multi unit field ops at Zone, Region & Area levels o Specialty Pharmacy o Pharmacy Acquisitions o RE Development Consulting Business (Acquisitions, Franchise Develop.) Joined ABDC as Pharmacy Ownership Consultant Involved in 500+ Pharmacy Transactions Independent Pharmacy Today Alive & Thriving Expectations for Selling / Buying a Pharmacy Transition Process Pharmacy Valuation What s the Store Worth? Structuring the Deal

Overview of the Marketplace (Independent

average 900 Pharmacies Transition a Year 45%

4 million in gross sales per year 15% generate

60% of owners are older than 55 Transition

of independents have ownership in 2 or more

4 Overview of the Marketplace (Independent Community Pharmacy Today) About 22,400 Community Pharmacies in U.S. $81 Billion Marketplace Gross Margin = 20% 24% Average Annual Sales = $3.6 million o 92% of Annual Sales (1.2 Billion Rxs) are Pharmacy Sales o 200 scripts per day = 60,493 scripts annually on average 900 Pharmacies Transition a Year 45% of community pharmacies generate less than $2.4 million in gross sales per year 15% generate more than $6 million in gross sales per year 60% of owners are older than 55 Transition =sell to chain, independent or close doors 26% of independents have ownership in 2 or more stores 2/3 of all owners will transition over the next 10 years One Day. Do You Have an Exit Strategy? All Owners WILL Transition Out of Their Business o By Choice o By Circumstance 5 10 years? 2 5 years? 1 2 years?

Higher then average gross or net profits

pharmacy Solid business mix What Makes a

employees Poor workflow Out of date Is it

3 key metrics: gross margin, labor expense

5 Sellers Must Have a Plan.. Increase Value Create Team Get Educated Be prepared to answer What Makes a Pharmacy MORE Valuable? Higher then average gross or net profits 25% gross margin, 10% or less payroll expense, 10% or more net income High volume, year over year growth trends Good record keeping Well managed & trained staff Reasonable rent Modern, up to date pharmacy Solid business mix What Makes a Pharmacy LESS Valuable? What Is the Value of the Pharmacy? Declining prescription counts, profits & margin Weak financial statements & poor record keeping Excessive rent Too many employees Poor workflow Out of date Is it profitable? 3 key metrics: gross margin, labor expense and net operating income Buyers are purchasing the ability to generate a future economic return Any pharmacy is worth only what the bank is willing to lend for its purchase

debt repayment Lenders like to see a debt

independent (the 30 something s ) Current

acquisition Investment groups/ consortiums

Locating the right opportunity o Region o

an offer Must Have: o Good credit o Valid

6 Value Continued Must be financeable and earn buyer(s) return on investment Allow debt repayment Lenders like to see a debt coverage ratio of 1.25 or higher Fair and equitable to both buyer & seller Who are the Buyers? (More Buyers then Sellers) First time pharmacy buyers; working at chain or independent (the 30 something s ) Current owners looking to grow/expand through acquisition Investment groups/ consortiums Chains (National, Regional, Niche) What Is the Time Frame to Buy? Buyers Must Have a Plan. Locating the right opportunity o Region o Location o Demographics o Identify a seller? Now what? o Approach, perform due diligence and make an offer Must Have: o Good credit o Valid Pharmacist License (or access to one) o Passion & Desire to Own a Business o Had a Great Mentor o Cash Available for Equity o Understanding of Financial Performance & Benchmarking

Building an Acquisition Plan Common Valuation Methods What is the pharmacy worth?

% of Gross Sales (18% 25%) 2. 1 Year Gross Margin $ (20% 24% of sales) 3. Multiple of Owner s Discretionary Income (2.5 to 3.5 X normalized EDITDA) 4.

ROI (generate a minimum of 10% cash on cash return on your up front investment) Performing a Valuation What do a buyer, accountant & lender need to review?

7 Building an Acquisition Plan Common Valuation Methods What is the pharmacy worth? Financially document and prove the value Perform due diligence Submit an offer o Letter of Intent o Purchase and Sales Agreement o Use the advice of industry professionals? 1. % of Gross Sales (18% 25%) 2. 1 Year Gross Margin $ (20% 24% of sales) 3. Multiple of Owner s Discretionary Income (2.5 to 3.5 X normalized EDITDA) 4. Dollars per Annualized Scripts ($10 $15 per retained Script) 5. ROI (generate a minimum of 10% cash on cash return on your up front investment) Performing a Valuation What do a buyer, accountant & lender need to review? 3 years of Profit and Loss Statements/Balance Sheets 3 years of Tax Returns Pharmacy Prescription Reports o RX Sales Report (Scripts & Payers by Plan Code) o Top 100 Drugs Dispensed o Generic vs. Brand / New vs. Refill o Seller s cost of goods (purchasing power) o Rebates o Ability to recast/normalize financial statements accordingly for a new owner The Buyer s Role Execute Non Disclosure Agreement o Keep all information completely confidential Convince Seller You Can Continue Legacy in Community o Staff and patient continuity Obtain Financing & Funds to Complete Acquisition o Credit Collateral Character Competence Cash Flow Perform & Coordinate All Duties Required of a Buyer o Draft a purchase agreement (legal counsel) o Complete wholesaler credit application o Complete necessary licensing applications

The Seller s Role The Actual Transition Justify the asking or purchase price Disclose

information Demonstrate to the buyer that they will be able to earn a pharmacist wage,

(training period) Letter of Intent or term sheet Asset purchase agreement or stock

seller s provider numbers Apply for necessary licenses: State Board, third party

service Employee transition strategy Transfer of funds (escrow or attorney or lender)

business o Goodwill (all intangibles) o Furniture, fixture equipment (tangible) o

obtains working capital Seller Financed Transaction Stock Purchase Buy into Partnership

8 The Seller s Role The Actual Transition Justify the asking or purchase price Disclose all financial documentation, prescription information, and general business & operation information Demonstrate to the buyer that they will be able to earn a pharmacist wage, pay their debt, build equity & grow long term wealth Seamless transition process (training period) Letter of Intent or term sheet Asset purchase agreement or stock purchase agreement Buyer to obtain a lease or purchase real estate POA to operate under seller s provider numbers Apply for necessary licenses: State Board, third party contracting, DEA, NPI/NCPDP, NABP, Medicare & Medicaid Third party inventory counting service Employee transition strategy Transfer of funds (escrow or attorney or lender) Typical Purchase Structure Non Traditional Purchases Buyer purchases the assets of the business o Goodwill (all intangibles) o Furniture, fixture equipment (tangible) o Covenant not to compete o Inventory Buyer obtains financing (SBA pharmacy lenders) Buyer obtains working capital Seller Financed Transaction Stock Purchase Buy into Partnership Junior Partnership Purchase Files (typically asset purchase) Employee Stock Ownership Plan o Pharmacy staff purchases the business

Sources of Financing Example Wholesaler Finance Program o Shorter terms (5 7 years) o Higher interest rates (7% 10%) o High downpayment SBA

$ TOTAL GROSS SALES $ 3,677,639 COS Pharmacy $ 2,686,241 COS Front End $ 170,633 COS Other $ TOTAL COST OF SALES $ 2,856,874 Cost of Sales % 77.

3% TOTAL OPERATING EXPENSES $ 735,527 % of Revenue 20% NET INCOME $ 85,238 % of Revenue 2% ADJUSTED EBITDA $ 238,238 % of Revenue 6% Gross Sales

5 $ 595,595 Medium value 3 $ 714,714 High Value 3.5 $ 833,833 Annual Rx's Filled 62,000 Low Value $12.24 $ 758,765 Medium value $13.

24 $ 882,765 Low Value Method's #1,#2,#3 $ 700,524 Medium Value Method's #1,#2,#3 $ 785,415 High Value Method's #1,#2,#3 $ 870,305 APPROXIMATE

Disclosure & Learning Objectives Bob Graul, Managing Director, Professional Services Division, FFB bgraul@ffb1.

9 Sources of Financing Example Wholesaler Finance Program o Shorter terms (5 7 years) o Higher interest rates (7% 10%) o High downpayment SBA Pharmacy Lenders o 10 year terms o Competitive rates (5% 6%) o Low downpayment Sales Pharmacy $ 3,410,404 Sales Front End $ 267,235 Sales Other $ TOTAL GROSS SALES $ 3,677,639 COS Pharmacy $ 2,686,241 COS Front End $ 170,633 COS Other $ TOTAL COST OF SALES $ 2,856,874 Cost of Sales % 77.7% GROSS MARGIN $ $ 820,765 Gross Margin % 22.3% TOTAL OPERATING EXPENSES $ 735,527 % of Revenue 20% NET INCOME $ 85,238 % of Revenue 2% ADJUSTED EBITDA $ 238,238 % of Revenue 6% Gross Sales $ 3,677,639 Low Value 20% $ 747,212 Medium Value 22% $ 820,765 High Value 24% $ 894,318 EBITDA $ 238,238 Low Value 2.5 $ 595,595 Medium value 3 $ 714,714 High Value 3.5 $ 833,833 Annual Rx's Filled 62,000 Low Value $12.24 $ 758,765 Medium value $13.24 $ 820,765 High Value $14.24 $ 882,765 Low Value Method's #1,#2,#3 $ 700,524 Medium Value Method's #1,#2,#3 $ 785,415 High Value Method's #1,#2,#3 $ 870,305 APPROXIMATE INVENTORY $ 515,000 Pharmacy Financing Bob Graul, First Financial Bank Topics How to Finance SBA 5 Cs of Banking Types of loans Example Disclosure & Learning Objectives Bob Graul, Managing Director, Professional Services Division, FFB bgraul@ffb1.com Bob Graul is a paid employee of First Financial Bank Conflict of interest: Employee of commercial pharmacy lender Learning Objectives At the end of this segment you will be able to: Identify types of loans available to pharmacy owners Explain the differences between conventional loans and Small Business Administration (SBA) loans Describe the application process for SBA loans to finance pharmacy acquisitions and start ups.

How to Finance Private Equity Loans Commercial Bank

Business Adminstration Founded in 1953 Four

o Entrepreneurial Development (Education,

Government Contracting (Federal Procurement) o

Business Administration Mission The U.S.

millions of loans, loan guarantees, contracts,

SBA partners with lenders to guarantee repayment.

10 How to Finance Private Equity Loans Commercial Bank Lending Wholesaler Loans SBA Loans The Small Business Adminstration Founded in 1953 Four functions: o Access to Capital (Business Financing) o Entrepreneurial Development (Education, Information, Technical Assistance & Training) o Government Contracting (Federal Procurement) o Advocacy (Voice for Small Business) The Small Business Administration Mission The U.S. Small Business Administration has delivered millions of loans, loan guarantees, contracts, counseling sessions & other forms of assistance to small businesses. SBA Guaranteed Loan Programs Debt Financing SBA does not directly lend money. SBA sets guidelines for loans; banks lend the money. SBA partners with lenders to guarantee repayment. The loan is a commercial loan structured according to SBA requirements with an SBA guaranty Preferred Lender Participant Some lenders are preferred lender participants

7(a) Loan Program Eligibility SBA Business Size

including personal assets, before seeking financial

Be able to demonstrate a need for the loan proceeds.

Not be delinquent on any existing debt obligations

Is your business considered Small by the SBA?

submitting a proposal for SBA financing.

System (NAICS) as the basis for its size standards.

For Pharmacies and Drug Stores (NAICS code 446110),

11 7(a) Loan Program Eligibility SBA Business Size Standards Use alternative financial resources, including personal assets, before seeking financial assistance. Be able to demonstrate a need for the loan proceeds. Use the funds for a sound business purpose. Not be delinquent on any existing debt obligations to the U.S. government. Is your business considered Small by the SBA? You must be defined as a small business when submitting a proposal for SBA financing. SBA uses the North American Industry Classification System (NAICS) as the basis for its size standards. SBA Size Standards What is a Small Business Size Standard? Usually no. of employees or average annual receipts. For Pharmacies and Drug Stores (NAICS code ), size standard is based on average annual gross income. Size standard for Pharmacies & Drug Stores: $27,500,000. SBA Lending SBA fees Borrower will pay a guarantee fee depending on the loan amount, usually rolled into the loan Application Personal Financial Statement Last three years of personal tax returns

SBA Lending The Five C s of Banking Acquisitions

business tax returns and most recent financial

projections CHARACTER Can you run the run the

CREDIT Generally looking for 700 score or better

flows support the business, the debt and pay you

o Startup Are the projections reasonable?

lender; not as important to a SBA lender Types of

Start Up Working Capital (Expansion) File Buy

Commercial Real Estate Purchases Total Sales:

12 SBA Lending The Five C s of Banking Acquisitions Pharmacy Questionnaire Last three years of business tax returns and most recent financial statement Start up Business Plan with 3 year projections CHARACTER Can you run the run the business? CREDIT Generally looking for 700 score or better CASH FLOW o Acquisition Will historical cash flows support the business, the debt and pay you a reasonable pharmacist salary? o Startup Are the projections reasonable? Do they cover expenses, the debt and pay you a salary? CAPITAL Do you have some cash to bring to the table? COLLATERAL Very important to a conventional lender; not as important to a SBA lender Types of Loans Example Pharmacy Acquisition Transition Start Up Working Capital (Expansion) File Buy Partner Buyout Refinance New Construction Commercial Real Estate Purchases Total Sales: $4,000,000 Cost of Goods Sold: $ 3,100,000 Gross Profit: $ 900,000 Interest Expense: $ 25,000 Depreciation Expense: $ 55,000 Amortization Expense: $ 15,000 General Admin. Expenses: $ 655,000 Owner s Compensation: $ 160,000 Net Income: $ 85,000

Pharmacy Acquisition (continued) Panel Discussion With All Presenters Seller s Discretionary Earnings

5 equals Goodwill/Rx Files Net Income: ($85,000 + Interest $25,000 + Depreciation $55,000 + Amortization

5 = $850,000 + $350,000 (inventory) = $1,200,000 Total Purchase Price Buyer s Cash: $25,000 (2% of

purchase price, working capital and loan fees and closing costs) Please Turn in Your Evaluation Form After

13 Pharmacy Acquisition (continued) Panel Discussion With All Presenters Seller s Discretionary Earnings multiplied by 2.5 equals Goodwill/Rx Files Net Income: ($85,000 + Interest $25,000 + Depreciation $55,000 + Amortization $15,000 + Owner Salary $160,000) = $340,000 SDE = $340,000 x 2.5 = $850,000 + $350,000 (inventory) = $1,200,000 Total Purchase Price Buyer s Cash: $25,000 (2% of purchase price) Seller Financing: $275,000 (23% of purchase price) Bank Loan: $1,150,000 (includes 75% of purchase price, working capital and loan fees and closing costs) Please Turn in Your Evaluation Form After completing the evaluation for this CE session, please turn in the completed form. Please make sure you have legibly entered your name, address and NABP E profile ID number. You cannot receive CE credit if you do not submit a completed evaluation form.

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