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A thoughtful process

After many years of work, you are now at the stage of selling your pharmacy. This process requires good preparation and careful consideration, which should start long before you retire.

When to sell?
First, you have to decide when you want to sell. At age 60 or 65? One year from now, or two, or perhaps three? Or further down the road? This decision is key in terms of planning this major transaction.

Tax consequences
Selling your pharmacy will have tax consequences. You will have to declare any capital gain realized at the time of sale. Depending on the situation, your financial advisor may, for example, recommend different measures to defer a part of the gain or to obtain a deduction in case of a loss.

The right questions

Your professional reality
Have you found someone to take over your practice? Are you considering a gradual retirement? Are you a partner or a sole proprietor?Are you a franchisee or are you affiliated with a chain or banner? Do you have several employees? Do you lease your business space or do you own the building housing your pharmacy? Are you selling to a family member? The answers to these questions will help determine the objectives of the sale and how you go about it.

Seller’s considerations
As a seller, you must consider other factors and be realistic.

  • Timeframe: It can take several months for a transaction to be finalized.
  • The price: You must determine the real market value of your pharmacy (dispensary and store) to establish a fair selling price.
  • Market conditions: Market trends in your area and affordability rules are factors to consider.
  • A win-win transaction: A satisfactory transaction for both parties involves finding the right buyer with whom effective negotiations can be conducted.

Set feasible goals!

Preparing the sale of your pharmacy

Leave nothing to chance! Surround yourself with a team of professionals who understand your needs and who have the requisite expertise. You will require the services of:

  • accountants
  • financial planners
  • lawyers, notary
  • appraisers (specialized firms)

You will have to inform the potential buyer about:

  • the condition of the equipment: dispensary and store
  • customer files (active clientele): prescription volume
  • the staff and other parties involved (compliance with labour standards)
  • accounting records
  • inventory: dispensary and store
  • contracts: lease,franchisee or banner, suppliers, association, etc.

Assess the fair market value
This step is very important. Use an appraiser to help you determine the selling price of your practice. Assets to appraise include:

Tangible assetsIntangible assets
  • Specialized equipment and laboratory
  • Small instruments, furniture, supplies, etc.
  • Office equipment (software, computers, office and reception furniture, etc.)
  • Leasehold improvements
  • Goodwill
  • Number of clients: prescription volume
  • Organizational system

Types of valuations

While some calculations are simple, appraising intangible assets is more complex. Experts use different methods to accurately assess the value of these types of assets. In all cases, the objective is to measure the real capacity to generate an operating profit or an attractive return.

Valuation methods
The methods vary according to the situation and needs:

  • Excess profits: To value a pharmacy’s goodwill, a multiple of earnings before interest, tax, depreciation and amortization (EBITDA) is generally used. The multiple varies according to the banner, the location of the pharmacy and the economic environment.
  • Valuation by prescription volume : Another way to value a pharmacy’s goodwill is to establish a dollar value per prescription. The higher the annual prescription volume, the higher the value of the goodwill.
  • Valuation of assets: Many assets of a pharmacy such as inventory, leasehold improvements, and various equipment are generally valued at their book value or their resale value.

At the end of the day, you will have to determine whether the valuation truly reflects reality and whether the negotiation objectives have been clearly identified.

Sale

Sale of shares or sale of assets?
What are the conditions of sale? Here again, tax considerations are a key factor, according to the type of transaction and your status (incorporated or not). Note that the dispensary and the retail business can be sold differently. For example, the assets of the dispensary can be sold even if the shares of the retail business change hands.

If the buyer is a member of your family, special tax measures apply, since it is a transaction between related persons. For example, you could lose certain benefits such as the capital gains deduction. A thorough analysis is a must. A financial advisor can help you make sense of it all.

Your obligations as the seller
If you reach an agreement with the buyer, you will have to:

  • Provide all necessary information to the buyer
  • Negotiate with the lessor if your pharmacy space is leased
  • Repay or transfer loans and/or the lease
  • Satisfy the other conditions of sale

Sold!

You have in hand all the buyer’s documents, and all the conditions of sale have been met. Now you have to organize and plan the transition. This involves a number of steps.

Final steps
Among the key tasks, you will have to:

  • Prepare a complete inventory of merchandise, material and equipment for the retail business
  • Prepare a complete inventory of drugs, material and equipment for the dispensary
  • Draw up a complete list of client files (prescriptions)
  • Organize the accounting.
  • Accept the final projects of all contracts
  • Give notices and/or records of employment and T4 slips to your employees
  • Pay salaries and vacation pay

Closing and cancellations
Several agencies and organizations will have to be informed of the end of your activities. You will have to:

  • Close all your accounts: CSST, GST/QST
  • Inform the Registraire des entreprises du Québec (REQ)
  • Cancel your liability insurances
  • Notify the RAMQ (cancellation of terminals)
  • Give notification of transfer of ownership (chain or banner)

Above all, you must ensure that the Ordre des pharmaciens du Québec is informed of the transaction and that the relevant sections of the Pharmacy Act are complied with.

Be informed

Make things easier for yourself
When selling your pharmacy, you must leave nothing to chance. It is a rigorous and demanding task for one person to handle. The Financial gives you access to all the resources you need to help you make the right choices.

Professionals you can trust
For more detailed answers and an in-depth analysis of your situation, place your trust in one of our advisors.

 

For an analysis of your situation,
get in touch with one of our advisors