Glossary of Valuation Terms
For Pharmacy Owners

Jack Washburn of Washburn & Associates has been working in the pharmacy industry since 1972. Jack performs all valuations for the clients of Washburn & Associates, so most pharmacy owners don’t need to take the time to learn valuation terms, but some owners do ask questions regarding certain terms. Therefore we have provided the following Valuation Glossary for your convenience.  When you have questions regarding terms, valuations, or other aspects of pharmacy acquisitions don’t hesitate to contact Washburn & Associates.

The following list of Business Valuation Terms is provided by Washburn & Associates the pharmacy industry expert in valuing pharmacies, independent drug stores, and pharmacy chains. The largest financial institutions in the US, along with pharmacy chains, and independent pharmacy owners use the expertise and valuation services of Washburn & Associates.

Adjusted Book Value
The book value that results after one or more asset or liability amounts are added, deleted, or changed from the respective book amounts.

ANN Gross
Annual Gross Sales. Normally net of state sales tax.

Area
Region of geographical location of business

Ask Price
The dollar amount wanted for the business, but typically does not include the inventory.

Asset Based Approach
A general way of determining a value indication of a business's assets and/or equity interest using one or more methods based directly on the value of the assets or the business less liabilities.

Asset Sale
A form of acquisition whereby the seller of a corporation agrees to sell all or certain assets and liabilities of a company to a purchaser. The corporate stock is not transferred.

Book Value
With respect to assets, the capitalized cost of an asset less accumulated depreciation, depletion or amortization as it appears on the books of account of the enterprise. With respect to a business enterprise, the difference between total assets (net of depreciation, depletion and amortization) and total liabilities of an enterprise as they appear on the balance sheet. It is synonymous with net book value, net worth and shareholder's equity.

Bus Type
Best description of the business.

Business Valuation
The act or process of arriving at an opinion or determination of the value of a business or enterprise or an interest therein.

Capitalization
The conversion of income into value. The capital structure of a business enterprise. The recognition of an expenditure as a capital asset rather than a period expense.

Capital Structure
The composition of a business entity's invested capital.

Capitalizing Net Income
Determining a future value for the company by dividing the pro forma net income by the required Return on Investment (ROI).

Cash Flow
The excess of sources of cash over uses of cash.

Days on Mkt
Actual number of days the business was on the market.

Deal Structure
The allocation of the consideration paid for a business. The components could include cash, notes, stock, consulting agreements, earn out provisions, and covenants not to compete. The sale could take the form of an asset sale or a stock sale.

Discount Rate
A rate of return used to convert a monetary sum, payment or receivable in the future into present value.

Earn out
The portion of the purchase prices that is contingent on future performance. It is payable to the sellers only when certain pre-defined levels of sales or income are achieved in the years after acquisition.

EBIT
Earnings before interest and taxes.

EBITDA
Earnings before interest, taxes, depreciation, and amortization.

Equity
The owner's interest in property after deduction of all liabilities.

FF&E
Estimate of Value of Furniture, Fixtures & Equipment.

Financial Recasting
Financial recasting of the historical financial statements adds back items such as superfluous, excessive, or discretionary expenses and non-recurring revenues and expenses. Recasting provides an economic view of the company, and allows meaningful comparisons with other investment opportunities.

Franchise Royalty
Actual royalty less advertising percentage.

Free Cash Flow
Cash available for distribution after taxes but before the effects of financing. Calculated as debt-free net income plus depreciation less expenditures required for working capital and capital items adjusted to remove effects of financing.

Going Concern
An operating business enterprise.

Goodwill or Intangible Value
The amount by which the consideration paid exceeds the fair market value of the company's operating assets.

Income Approach
A general way of determining value of a business, business ownership interest or security using one or more methods wherein a value is determined based on anticipated benefits.

Intangible Assets
The intangible assets will usually consist of goodwill and going concern value, certain types of intangible property that generally relate to the workforce, information base, know-how, customers, suppliers, or systems in place producing cash flow, proprietary rights (such as; patents, copyrights, trademarks, or trade names), covenant not to compete or similar items.

INV
Inventory at the time of sale.

Liquidation Value
The value of a company assuming the assets of the company are sold piecemeal (not as part of an on-going business enterprise) with-appropriate time ' for exposure to the marketplace.

Market Approach
A general way of determining a value indication of a business, business ownership or security using one or more methods that compare the subject to similar businesses, business ownership interests or securities that have been sold.

Market Multiple
A factor that can be applied to the subject company's financial, operating or physical data to generate an indication of value. The market multiple is derived from observed transactions in the marketplace where the value can be divided by the comparable companies' financial, operating or physical data to generate the market multiple.

NAISC
North American Industry Standard Code.

Net Assets
Total assets less total liabilities.

Net Cash Flow
Cash available for distribution after taxes and after the effects of financing. Calculated as net income plus depreciation less expenditures required for working capital and capital items.

Net Income
Revenue less expenses, including taxes.

Non-Operating Assets
Assets shown on the company's balance sheet that are not used in the operation of the business. That is, "extra" assets that are not necessary to generate the revenue and cash flow stream being valued.

Normal Working Capital
The amount of working capital needed by the company to sustain operations throughout the year. Calculated as the average of current assets (which include a normal amount of necessary cash) minus current liabilities on a monthly basis over the most recent twelve months.

Percent Down
Down payment as a percent of the sale price.

Present Value
The value today of a future payment, or stream of payments, discounted at a risk-adjusted rate of return.

Pro Forma Statements
Hypothetical statements. Projections. Financial statements as they would appear if some event, such as increased sales or production, were to occur.

Rate of Return
An amount of income (loss) and/or change in value realized or anticipated on an investment, expressed as a percentage of that investment.

Rent/Sales
Rent as a percent of sales.

Sale Date
Actual date of the sale.

Sale Price
Actual sale price of the business.

Sale/Sales
Sale Price divided by Gross Sales.

Sale/SDE
Sale Price divided by Seller's Discretionary Earnings.

SDE
Seller's Discretionary Earnings. Net profit before taxes, any owner compensation, amortization, depreciation, interest, other non-cash expense and non-business related expense. (SDE assumes one working owner).

SDE/GROSS SALES
Seller's Discretionary Earnings Divided by Gross Sales.

SIC
Small Business Industry Classification Number.

Stock Sale
A form of acquisition whereby all or a portion of the stock in a corporation is sold to the purchaser.

Tangible Assets
Tangible assets that may be included in the sale of a business usually consist of accounts receivable, inventory, leasehold improvements, furniture and fixtures, equipment, land and building.

Terminal Value
The value of the company at the end of the five-year pro forma period. Terminal value is determined by dividing the fifth year pro forma cash flow (normalized for depreciation and capital expenditures) by the required Return on Investment.

TERMS
Terms of new or assumed encumbrance.

Valuation Approach
A general way of determining value using one or more specific valuation methods. (See Asset Based Approach, Market Approach and Income Approach definitions.)

Valuation Method
Within valuation approaches, a specific way to determine value.

Valuation Multiple
A factor wherein a value or price serves as the numerator and financial, operating or physical data of the company being valued serve as the denominator.

Value
The amount at which a business enterprise passes from a willing seller to a willing buyer. It is assumed that both buyer and seller are rational and have a reasonable knowledge of relevant facts.

Working Capital
The excess of current assets over current liabilities.