More years ago than I care to remember, I toiled at a
local newspaper covering high school sports – and I mean every sport – from
football to field hockey. I staffed games in wind chills of 10 below zero and
others in drenching rains.
But my most frustrating undertaking in that job
encompassed basketball game coverage because you had to rely on a school’s
official “statistician” to provide the correct information.
So the basic accounting function of reconciling the box
score was often an adventure in itself. Too many times, the players’ scoring
did not recap to the actual game result. So, just to balance the books –
especially if there were 10 games on the schedule that night- you would award
free of charge, a foul shot or field goal here and there to a random, but
nonetheless, deserving player.
I recalled those episodes of numerical futility recently
when the managing partner of a Northeastern CPA firm said he was interested in
merging with a neighboring practice which had two of the three partners ready to
exit within a year.
The owner estimated that pending due diligence and the
seller’s acceptance of the term sheet; the deal would be consummated in six to
nine months.
Excuse me?
He repeated it for emphasis – a six-to-nine month window. The reasoning was that they had facilitated at least a half-dozen mergers over
the past several years and felt that this was the ideal timeframe.
My thoughts immediately reverted back to the basketball
box scores and a difference of two to three points that had to be made up
somewhere before deadline.
So my question to him was this. If you had two-thirds of
the partnership exiting within a year – or possibly sooner, how could you
effectively transition the client base if the deal doesn’t happen for nine
months? There are dozens of ancillary tasks accompany any merger that have to
be performed – the least of which was announcing the change to the client base
and giving them enough time to absorb it.
We have a saying at our company that “time kills all
deals” and never was that axiom more appropriate than the above situation.
My counter argument more or less fell on deaf ears.
That’s the way his firm did mergers, period.
As it happened, we had other buyer candidates for the
seller firm to choose from and while the jury is still out, we’re confident
they’ll make the right decision.
That
is provided the math works out.
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