Top 3 Issues Involved When Buying or Selling a Business

Updated January 2, 2018

By William Bruce

America is a nation of small business owners.  In fact, there are over 22 million of us.

Why do people want to go into business for themselves?  In surveys done several years ago, the number one response was the potential for higher income.  But now in the most recent survey, the top reason was “control of one’s own destiny.”  The change is most likely a reaction to the recent economic times.

More and more individuals are now viewing small business ownership as a viable alternative to the vagaries of corporate America.  As a friend said recently, “There is no more job security.  The only job security you’ve got nowadays is the person looking at you in the mirror.”

As a business broker, I’m often asked about the issues involved in buying or selling an existing business.  In my opinion, these are the top three issues:

1. Confidentiality

Confidentiality is critical to the successful transfer of a business.  If word gets out that a business is for sale, several things start happening and none of them are good for the seller or buyer of the business.  First, key employees start looking for other jobs, fearing that a new owner may not retain them.  In the uncertainty, customers may begin shopping elsewhere.  Suppliers get nervous.  Competitors can take advantage of the situation.

This is why a prospective business buyer will be asked to sign a non-disclosure confidentiality agreement early in the process of looking at a possible business acquisition. In this agreement, the potential buyer confirms that he/she will not disclose the fact that the business is for sale except to professional advisors.

If you show that you take the need for confidentiality seriously, you will be regarded as the professional that you are.

2. Valuation

Nothing causes the buyers and sellers of businesses more anxiety than the problem of valuation. The question of selling price haunts both parties. The seller doesn’t want to price his business too low and “leave money on the table.”  On the other hand, the buyer of the business is afraid he’ll pay too much and not get the best possible price.

Formal, fully documented business appraisals are now readily available.  In addition, there are rule of thumb guidelines that can be used to quickly estimate the value of a business.  As just one example, we know that a full service restaurant with liquor license is worth about 30% of its annual gross revenue as an ongoing business.  This assumes – big assumption – that the business is earning the average bottom line profit for its peer group.

There are rule of thumb guidelines for almost all categories of business from ice cream stands to manufacturing plants.  But again, these guidelines provide only quick estimates.  And written, fully documented business appraisals are now done by several respected national firms at a cost similar to real estate appraisals.

3. Financing

Financing is always a concern, as hardly any business buyers have the financial capacity to write a check for the purchase price of a business.  If they did, they would most likely be living off of investment income rather than buying a business.

These are five possible sources for business acquisition loans:

BANKS – Although most people seeking a loan to buy a business will think first of a traditional bank loan, I can tell you from years of business brokerage experience that banks generally do not make business acquisition loans.  There are exceptions but they’re rare.

SBA – The SBA, through its approved lenders, provides business acquisition loans.  The SBA does not make direct loans, but rather guarantees a portion of the loan that is made by the approved lender.   It’s known as the SBA 7(a) program.  Wells Fargo Bank is currently the top volume SBA lender nationally.

The SBA route for a business acquisition loan is sometimes frustrating because of the time and detail that is involved.  However, keep in mind that the SBA will approve loans that others have turned down and will usually approve them with a smaller down payment.  In most cases, it’s worth the wait.

FAMILY – Many times the older generation in a family will loan the down payment or the entire amount needed to a promising member of the family’s younger generation.  If your family is willing to loan you the money, one word of advice is in order.  Have a very clear understanding as to how the debt is to be handled and put it in writing in the form of a legal note.

THE SELLER – In the majority of the business transfers that I handle as a business broker, the owner of the business finances a portion of the purchase price for the buyer.  Some sellers cannot offer owner financing for a variety of reasons, but when they can, it conveniently solves the problem of financing.

The fact that the business owner is willing to finance the sale of his company provides more than a convenient finance plan.  More importantly, it provides a strong validation of the owner’s belief that the business will support the owner and earn enough cash to pay back the loan.  You can’t get any better recommendation on the business than this.

The normal down payment for owner financing ranges generally from around 30% to 50% of the purchase price of the business.  Interest rates are generally market driven but there is more flexibility here than in other forms of financing.

401(K) FUNDS AND IRA ACCOUNTS – The use of these funds to buy a business, without tax penalty, is a fairly recent development.  Several national CPA and attorney groups have developed a plan, approved by the IRS, which allows you to use your funds for business acquisition.  There are legal and accounting fees involved, but they are a small fraction of the tax penalty that would be assessed for cashing in these accounts early.

The above ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­five sources of financing are not exclusive to each other.  I recently handled a transaction in which three of the five sources were used to buy the business.

It’s called creativity!

For further reading, here are additional related articles:

And the businesses offered for sale by William Bruce may be viewed at www.WilliamBruce.net.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His website listing businesses for sale may be viewed at www.WilliamBruce.net.
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Small Business Earnings and Confidence Are Setting Records. How Long Can It Last?

by William Bruce

Small business earnings are the highest in decades and business confidence is spiking.

According to results of a recent National Federation of Independent Businesses (NFIB) survey, small business earnings rose in April to the highest levels in at least 45 years.

The NFIB said that small business earnings were the highest in the history of its surveys, which began in 1973, and also noted that small business optimism increased in April to a level in the top 95th percentile of its all-time average.

“Never in the history of this survey have we seen profit trends so high”, said CEO Juanita Duggan. “The optimism small businesses owners have about the economy is turning into new job creation, increased wages and benefits, and investment.”

Summarizing reasons for the soaring optimism, NFIB Chief Economist Bill Dunkelberg said, “Consumer spending, the new tax law, and lower regulatory barriers are all supporting the surge in optimism across all small business industry sectors,”

Another national survey done by the U.S. Chamber of Commerce confirms much of the above.  The Chamber’s first quarter Small Business Confidence Index shows the largest quarterly jump for the first quarter of 2018 in the history of the index.  Nine out of 10 business owners surveyed are expecting 2018 to be a good year.

However, the Chamber’s index did reflect some caution among small business owners.  The Chamber reported that “Although optimistic, small businesses are still taking a cautious approach. While anticipating a strong year, small businesses plan on spending conservatively, with more small businesses expecting to save profit (51%) rather than invest profit (39%),”  perhaps attributable to the memory among business owners of the Great Recession of 10 years ago.

Interestingly, the index also spotlighted some regional differences.  The southern states had the most optimistic outlook with the western states reporting the least optimistic.  The eastern and midwestern states were in the middle of the range.  But all were very high compared to the historical averages.

And yet another survey by the outplacement firm of Challenger Gray & Christmas, Inc. reveals that a relatively high percentage of their job seeking clients have chosen to start their own businesses rather than remaining in the job market.  An average of eight percent of job seekers started a business in the first quarter, the highest percentage in 5 years.  The results were obtained from a quarterly survey of over 3,000 job seekers nationwide.

A confirming report by one of the nation’s largest business-for-sale websites validates this entrepreneurial enthusiasm.  The firm’s 2018 first-quarter report showed a record-breaking quarter in the business-for-sale marketplace for both the valuation of small businesses and the number of completed transactions.

So how long will this activity and optimism last?  Predicting such things is akin to sprinkling salt on a sparrow’s tail.  It’s inherently difficult.

But consider these interrelated thoughts:

  • The Federal Reserve is doing a better job of managing the macroeconomy versus a few years ago. The Fed “went to school” on the Great Recession.
  • Gross Domestic Product is expected to grow by three percent this year compared to two percent last year.
  • Inflation, currently running under three percent, is not a pressing concern.
  • Interest rates are still low enough to make a lot of business transactions workable.
  • Core business spending on fixed assets in 2018 will be up by about seven percent. That will be on top of last year’s solid five percent increase.
  • Consumer confidence and spending are at high levels.

Developments that might slow or end the growth include:

  • The start of a significant trade war.
  • A major terrorist initiative by Iran or other rogue nation.
  • Micky Mouse announcing that he is divorcing Minnie. (Hey — just want to make sure you were still awake!  Discussing the economy for most folks works better than Ambien.)

So what do you think about the economic outlook?  Please let me have your thoughts.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His website offering profitable businesses for sale may be viewed at www.WilliamBruce.net.

 

 

 

 

 

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The Two Dramatically Different Definitions of “Amortization.”

The two distinctly different definitions of “amortization” explained.

The term amortization has two distinctly different meanings.  And both definitions are used in the financial world, adding to the confusion.

Most folks will think of amortization as a loan repayment table for a car or home loan, and that is the most frequent usage of the term.

If you’ve bought a car or home with an installment or mortgage loan, you’ve most likely got somewhere in your files an amortization schedule which breaks down each monthly payments between interest expense and the amount applied to the loan principal.  The amounts allocated to interest and loan principal vary each month as the principal balance due on the loan declines.

The other usage of the term amortization has no relation to the above.

Before moving into a discussion of the other meaning of the word amortization, let’s back up a moment and talk about the term depreciation.  Depreciation is the yearly write-down on financial statements of tangible business assets, usually buildings, furniture, fixtures and equipment.  This write-down of tangible assets is allowed by the IRS as an expense deduction on the profit and loss statement.

Now, let’s move back to the term amortization.  Amortization in this second meaning is a first cousin to depreciation.  It’s the write-down of intangible assets as opposed to the depreciation of tangible assets.  Intangible assets can be the value of a patent, a trademark, a copyright or business goodwill.  Intangible business assets are sometimes referred to as intellectual property.

If you see amortization listed on a profit and loss statement or tax return as an expense line item, you know that it’s this second meaning and therefore a write-down of intangible assets.  If you see a chart or table filled with columns and rows of numbers, it’s an amortization table breaking down a loan repayment schedule into the amounts allocated monthly to principal and interest.

It’s confusing to have such distinctly different meanings attributed to the same word, with both being used in the financial world.  We hope this article helps a bit to clear up the misunderstanding we frequently encounter in our mergers and acquisitions practice.

For further reading, here are additional articles that may be of interest:

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William Bruce is an Accredited Business Broker and Appraiser assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His business brokerage website may be viewed at www.WilliamBruce.net.
Posted in Business Valuation & Appraisal, Buying or Selling a Business | Tagged , , , , , | 2 Comments

Small Business Ownership Transfers Set a Record in 2017

BizBuySell.com, the Internet’s largest business-for-sale marketplace, reported recently that the number of small business transfers reached a record high in 2017, exceeding the previous high set in 2016 by 27 percent. BizBuySell.com aggregates statistics from business-for-sale transactions reported by participating business brokers nationwide.

This year’s increase marks a noteworthy upward shift in the number of small businesses changing hands across America. For several years after the 2008-2009 Great Recession, sales volume remained low as small businesses struggled financially and capital for financing remained tight. Beginning in 2013, as the economy recovered, closed transactions have steadily increased. But 2017 represents a significant increase, with 9,919 closed transactions reported compared to the 7,842 in 2016.

The median revenue of sold businesses grew 5.8 percent in 2017 compared to 2016. Median cash flow also increased almost 7 percent.

The selling price of the reported businesses, expressed as a multiple of discretionary earnings (sometimes referred to as cash flow), was approximately 2.7.  Expressed as a percentage of gross revenue, the transactions averaged about 60 percent.

The highest priced businesses stated by a multiple of discretionary earnings were in Buffalo, New York and Dayton, Ohio.  The lowest were in Hartford, Connecticut and Las Vegas, Nevada.

Arkansas business broker Richard Roberts confirmed the active market conditions.  “This is the strongest market for privately held businesses that I’ve seen,” said Roberts.  “Quality businesses are coming to market and buyers are finding acquisition financing readily available for profitable businesses.”  Roberts is an Accredited Business Intermediary and Managing Broker at Aegis Business Advisors in Fayetteville.

The Dow Jones stock market index at an all-time high.  Additionally, the National Federation of Independent Businesses reports that their Business Optimism Index is in record territory.  With high business confidence, strong profits and the availability of acquisition financing, it appears that 2018 and beyond will be a favorable timeframe for small business owners and buyers.

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William Bruce is an Accredited Business Intermediary and Appraiser assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His business brokerage website may be viewed at www.WilliamBruce.net.
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What is Business Intellectual Property? How Do You Value It?

As a business appraiser and intermediary in the sale, merger and acquisition of privately held companies, I’m often asked about intellectual property.

Intellectual property is something originally created in the mind.  Among other things, it can be an invention, a  written manuscript, a piece of art or a company logo including words, phrases and images used in business.

Some experts in intellectual property break it down into four categories: copyrights, trademarks, patents and trade secrets.

A copyright is a person’s or company’s exclusive right to reproduce, publish, or sell his or her original work of authorship (as a literary, musical, dramatic, artistic, or architectural work).  The ownership right is protected by law.

A trademark is a distinctive design, graphics, logo, symbols, words, or any combination of these that uniquely identifies a company and gives the owner the legal rights to prevent its unauthorized use.

A patent is a right granted to an inventor by the federal government that permits the inventor to exclude others from making, selling or using the invention for a period of time.

In general, a trade secret is any confidential business information which gives a company a competitive edge.  Legal protection for owners of trade secrets is available but murkier than for the other categories.

How do you place a value on intellectual property?

It’s not easy but I’ll tell you how I do it to get fairly close.  When I’m appraising an on-going business entity, I’ll determine the total market value of the business by using industry-specific valuation formulas, sold comparables and other methods.  Then I’ll subtract from that total market value the (1) inventory at cost, (2) the furniture, fixtures and equipment at used replacement value, and (3) the value of any other tangible assets.

The remaining balance is the company’s goodwill value which may include intellectual property.  However, be aware that goodwill can include other items in addition to the intellectual property.  Such things as company reputation, trained employees and a loyal customer base are also part of the goodwill of the business.  For an article explaining goodwill in more detail, please see “What is Business Goodwill.”

For further reading, here are additional articles that may be of interest:

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William Bruce is an Accredited Business Broker and Appraiser assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His business brokerage website may be viewed at www.WilliamBruce.net.
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Family Businesses Are Now Less Likely to be Passed on to the Next Generation

Family businesses ownership trends are changing.

A recent survey reports some interesting results including changes in current owners’ intentions regarding ownership transfers.  The survey was done by PricewaterhouseCoopers.  The full results can be reviewed at 2017 US Family Business Survey.

According to the survey, 83 percent of family firms do not plan to change hands in the next five years.  However, the most surprising result of the survey is that among family-owned businesses contemplating a transfer of ownership within the next five years, only about half of the owners plan to pass the business on to the next generation of the family. This is down from 74 percent two years ago and is the lowest percentage in 17 years.

One possible explanation for the dramatic drop addressed in the survey is the increasing difficulty of formulating a succession plan for small to medium-sized family businesses.

The longevity of family firms depends on sound succession planning.  Companies that have made it to the third generation are much more likely to have a succession plan than younger firms.  In fact, the survey reports that 75 percent of third generation and beyond ownership have a plan for succession.

Other survey results:

  • 11 percent of family firms plan to diversify
  • 29 percent plan to expand internationally
  • 21 percent say innovation is a priority
  • 64 percent of family firms say they are more entrepreneurial than other type firms
  • 52 percent of firms say they reinvent themselves with each generation
  • 75 percent of first and second generation firms say they will give men and women equal opportunity for leadership.  With third generation and beyond, the result is 57 percent.

Our office specializes in services to family firms and offers assistance in succession planning.  Please contact us if we might be of assistance.

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William Bruce is an Accredited Business Broker and Appraiser assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.  His business brokerage website may be viewed at www.WilliamBruce.net.
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Selling a Business: Here’s How to Successfully Meet with a Prospective Buyer.

business-meetingPrevious articles have discussed the importance of having a good reason for selling your business, getting the business ready for salesetting the right asking pricetaking your business to market and buyer acquisition financing.  In this article, we will share some advice on how to successfully hold the first face-to-face meeting with a prospective buyer of the business.

The meeting with a prospect is extremely important.  It’s your chance to put the prospect at ease and show off the business in its best light.

You will probably want to schedule the visit after hours so as not to arouse any suspicions among your employees.  Or, you can schedule the meeting in your broker’s office if for some reason you don’t want to host it in your business.  However, I think it best, if possible, to hold the meeting at your location.  It gives the prospect a better feel for your operation.  If you are using a business broker, he will arrive with the prospect, make the introductions and facilitate the meeting.

The first meeting is sort of a “look see” for both parties.  The prospect is checking out you and the business while you are sizing him up.  It’s important to remain cordial and open.

The ideal meeting will go something like this:

  • First, you welcome the prospect into your office and make sure everyone has a chair and is comfortable. (Of course, it goes without saying that you have cleaned up the place and thrown away all of the old Dominoes Pizza lunch boxes!)
  • It’s usually best after the initial get acquainted chitchat, to give the prospect a brief history of your business and a succinct description of your current operation. (You might want to even practice this presentation to make sure you cover the important points without rambling.  If you’re using a broker, he will be with you and will help guide the meeting.)
  • Remain friendly and informal, call the prospect by name often, and ask periodically if the prospect has any questions. Answer any questions openly and honestly.
  • Be enthusiastic. Point out how much fun you’ve had running the business.  Let the prospect hear and feel how he could experience the same enjoyment you have.
  • As the meeting in your office winds down, offer the prospect a tour of your facility. Give this tour some thought beforehand, so that you can address the points that you want to during the walk-thru.  Point out anything that will help clarify any points you make in the meeting in your office.
  • As the meeting ends, you say something like this, “Well thanks for coming out and taking a look. You’ll probably have some additional questions, so don’t hesitate to get back in touch with me (or Mr. Broker if you’re using one).  I know this will be a big decision for you and we have nothing to hide, so just let me know what I can do to assist you with the process.”   Put these thoughts into your own words and they will leave a favorable impression in the prospect’s mind.

From the “school of hard knocks,” I can also give you some advice on things you DON’T want to do in the initial meeting with a prospect:

  • Don’t overcomplicate your business. Simplify it.  Don’t make it sound like the management of the company is so specialized that only a brain surgeon can do it.  I’m being facetious of course, but be careful not to scare off the prospect by planting the doubt in his mind that he would not be capable of running your business.
  • Don’t hide any problems. If there are any problems with the business, get them out up front.  There is never a better time to get any problems out on the table than in the meeting.  (See discussion below.)
  • In the initial meeting, it’s usually best to stay away from price and terms. If the prospect brings it up, just say, “My broker here has all of that information and if your will, get with him on that later.”

The importance of getting any problems out in the open up front cannot be overemphasized.  It’s partly a psychological issue.  If you bring up a problem in the beginning and discuss it openly, the importance of that problem is minimized in the prospect’s mind, compared to having it pop up unexpectedly later in the process.

For example, let’s say there is a tax lien against your business for unpaid payroll withholding taxes.  If you bring it up initially by saying something like, “By the way, I do want to mention for the sake of being completely open and honest that we have a tax lien against the business which is being taken care of (or which will be taken care of at closing) so that you will buy all of the assets of the business free and clear without any liens or other encumbrances.”

When you mention it like this, you win points for honesty and openness and it minimizes the problem.  I’ve seen many transactions fall apart when such problems are not disclosed and are later discovered by the prospect.  When discovered later – as they always are – the problem will usually “torpedo” the transaction.

This is such an important point that it bears repeating: DON’T HIDE ANY PROBLEMS.  TALK ABOUT THEM IN THE BEGINNING!

Now that I’ve been overly redundant, let’s move on.  The next article will discuss how to handle written offers to purchase the business.

For further reading, here are additional related articles:

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William Bruce is an Accredited Business Broker and Appraiser assisting buyers and sellers of privately held businesses in the transfer of ownership.  His practice includes consulting services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org
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Carnival Cruise Lines Returns to Mobile, Alabama. A Word of Caution is in Order.

cruise-ship-terminal-mobile-al

Mobile, Alabama Cruise Ship Terminal

Carnival Cruise Lines is returning to Mobile, Alabama today.  We’re excited about the return of a cruise ship to the historic and beautiful Azalea City, home of America’s first Mardi Gras celebration.  (Hey, I’ll bet you thought Mardi Gras started in New Orleans?)

But in the midst of this enthusiasm, a word of caution is in order.

Mobile’s recent history with Carnival has not been financially beneficial. Five years ago Carnival Cruise Lines shafted the City of Mobile for $20 million.  After enticing the city to spend over $20 million for a cruise ship terminal facility, Carnival pulled its ship out of Mobile after a short tenure.  Carnival abruptly left town without even the good manners of a courtesy notice to city leaders.

It was a “Wham bam, thank you ma’am” without the “thank you.”

Carnival Corporation and  PLC (its sister corporation) comprise eleven individual cruise line brands, operating a combined fleet of 96 ships.  Brands include Carnival, Cunard, Holland America, Princess, Seabourn and four others.

Carnival Corporation was initially formed in 1972.  After achieving its position as one of the world’s most popular cruise lines, the company made an initial public offering of 20% of its common stock in 1987. This provided an influx of capital that allowed the company to begin its expansion through acquisitions. In 1989 its first acquisition was the premium operator Holland America Line.  Others quickly followed.

The CEO and owner of controlling interest in Carnival is Micky Arison, son of the founder.  Arison was born in Israel of Romanian ancestry and now lives in Miami as an American citizen.  Forbes lists him as one of the world’s wealthiest individuals.

In 1988, Carnival Cruise Lines expanded into airlines with the purchase of Pacific Interstate Airlines, which was subsequently renamed Carnival Air Lines.  This venture ended ten years later in bankruptcy court with creditors holding the bag.

Micky Arison’s companies are not ideal corporate citizens.

Arison also owns the professional basketball team, Miami Heat.  Miami area governments built Arison a $250 million dollar waterfront stadium several years ago in exchange for a rental agreement.  At 10 years into the rental contract, thanks to “creative” accounting by Arison, Miami had received no rent for the stadium, according to a columnist for the Miami New Times.

Sound familiar?

Please Mobile, Alabama leaders, keep your eyes wide open.  Don’t give away the keys to the city this time in exchange for a potentially worthless promise from Arison.

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William Bruce works in business mergers and acquisitions.  He is an Accredited Business Intermediary and currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Gulf Coast Regional & National Economy, Mobile, Fairhope & Gulf Shores, Alabama | Tagged , | 3 Comments