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April 10, 2024 • 53 mins
This is a real special espisode for me - interviewing a neighbor who is a close friend. I was drawn to interview Brannon because he's both a hell of a nice guy, and also an accomplished CEO & Founder. His company, Poe Group Advisors, PoeGroupAdvisors.com, is over 20 years old now and doing extremely well in the M&A space, focused on selling CPA firms.

Why did he do it? How important was team? We'll answer these and more. Enjoy the show.

If you have any questions for me or on the topic of Mergers & Acquistions, please reach me at BullStreetMergers.com

Thanks for being a part of the Chuck Crumpton Show family. Have a great day.
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Transcript

Episode Transcript

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(00:15):
Hello, this is Chuck Crumpton andwelcome to another episode of The Chuck Crumpton
Show. I am so excited tohave you on the show today, and
it's going to be a really goodand one a really special show. I
think in the four year history ofour show. Really excited about it.
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(00:36):
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(00:58):
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(01:21):
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(01:45):
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(02:07):
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with that, we'll be right backafter this. Thank you for tuning in

(02:35):
to another episode of The Chuck CrumptonShow, a non for profit podcast making
a difference where conversations are real andraw. We are grateful for your support
as we build one of the fastestgrowing podcasts in the US. Please subscribe.
More information can be found at theChuckcrumptonshow dot com. Thank you for
listening. Here's Chuck, Thank you, Julie, and again, this is

(02:59):
Chuck Crumpton. Welcome to another episodeof The Chuck Crumpton Show. I have
to tell you I love business,and I believe that small businesses in America
with two to two hundred employees isreally the engine that drives our world economy.
The messages you hear on The ChuckCrumpton Show are real world business perspectives.

(03:23):
I've met payroll as a business ownerfor over thirty years. I've been
incredibly blessed to have built and soldtwo of my own companies, both that
started in the toolshed of my garage. As a matter of fact, this
podcast also started in my toolshed.Where I really want conversations to be real

(03:45):
and row. I am a practitionerof business. This is not a conversation
about business theory. At Bull StreetMergers, we help business owners build and
sell remarkable companies. If we canhelp you, please reach out to us
at Bullstreetmergers dot com. Okay,let's get after this. I am so

(04:08):
excited about this conversation, and Iwill tell you why. In the four
years of doing The Chuck Crumpton Show, I've been privileged to have a few
of my friends come on as guests, including my two children that actually interviewed
me a couple of years ago forFather's Day. Today is the first day

(04:30):
that I've had both a friend andmy neighbor to be my guest. So
with that, Brandon Poe, welcometo the Chuck Crumpton Show. Thank you,
Chuck neighbor. It's great to seeyou here on this podcast. It's

(04:53):
very different environment than we're used to, but this is awesome, so thanks
for having me on the show.Oh man, I'm I've been excited about
this. I think we booked ittwo months ago, and I'm really excited
about just our conversation. I thinkthe world of you and your wife.
Obviously, we enjoy hanging with youguys. Rarely do we get to talk

(05:15):
a lot of business because we're generallyinvolved in other activities that are sometimes non
business related, including a good glassof wine. But you a graduate of
University of South Carolina, you startedthe PO Group Advisors in two thousand and
three, and phenomenal career in accountingas a CPA, trained to CPA,

(05:41):
and then you go out on yourown to start your business. I want
to get into that in just amoment, But first of all, I
like from my audience and By theway, we have thousands of listeners all
over the world, a lot ofleaders and would be and soon to be
leaders, a lot of CEOs thatlisten to our show. We get great

(06:04):
feedback with our guests. This willnot be an exception with great feedback,
I can assure you. But beforewe jump into sort of what you do,
I think it's really important to knowwho you are. Of all your
accolades, and you're a podcaster yourself, you own an advisory group where you

(06:28):
sell other CPA firms. You've gota phenomenal background, You've written several books
with all of that as our backgroundand foundation. Tell us who is a
real brand? And Poe, Wow, that's a very open ended question.

(06:48):
Well, I'm you know, Iam at a weird point in life where
my career, you know, hasbeen very robust, and you know what
drives me. I think what hasdriven me is my family. I'm married

(07:10):
much a family man, and Igot married very young. I was twenty
one years old when I got marriedand married my high school sweetheart, which
you know Carol very well, andshe's amazing and we have three amazing kids,
and we started our family young.So I started my family at age
twenty four. And you know,my parents didn't have very much money.

(07:32):
They were school teachers, and wehad three kids, and so my wife
couldn't very easily work when the kidswere little, and so it was there
was a lot of weight on myshoulders from an early age. And you
know, I was fortunate to havea good early career before I started my

(07:57):
family. You know, I workedfirst and young and I had I had
a great start and a good education. So I felt very equipped to go
out into the world and learn businessand learn how to make a good living
for my family. And that's reallyyou know, that's what drove me.
I put all three kids through privateschool, put them through college, had
a daughter that got married. Soall those things are now in the rearview

(08:22):
mirror, and I'm looking out outof the windshield, going, okay,
now it's maybe some me time.Now what am I going to do?
You know? Yeah? Yeah,So I don't know. I think it's
to be it's to be discovered ina way. You know, I think
I'm at the point in life whereI'm sort of discovering what's next. Yeah,
that's awesome, man, I lovethat. Well, you've certainly earned

(08:46):
the right to discover right in thecreative adventure. And I'm as your friend
and your neighbor, I'm incredibly happyto say that that you've earned that stead
in life. I'm curious. Andby the way, none of my guests
get the questions right, because Iwant to promote real and raw. The

(09:13):
one question that I do ask mostof my guests, and I ask you
a couple of months ago, whatwould we be shocked to know about Brandon
Poe? And you gave me youranswer, and I think the answer is
so cool, man, would youjust share that? Yeah. So,
I'm probably the only CPA that you'llmeet that's ever pumped out a portage on

(09:37):
hopefully hot mine. No, notyours, I promise you that. No.
I So when I moved to Charleston, South Carolina in the year two
thousand, I came to work fora waste management company called Nature's Calling,
which is a very cool name.Yeah, And I was a controller there
and we had a portable toilet divisionand we did a lot of events.

(10:05):
And so one of the events wasthe Heritage Golf Tournament in Hilton Head and
it was a big event for ourcompany that was like took all of the
inventory of toilets. It took allthe trucks, all the men to go
down there and work that event.And at the time, there were a

(10:26):
lot of people. I was aboutthirty years old and there were four or
five guys in my same age rangeand doing the sales guy and the operations
manager. And so we had agood time together. We had a good
just culture at work. And RussPerkins, the owner, he said,
you know, do you want togo to this event? I'm like,

(10:48):
yeah, do I want to goto this event? And so he said,
well, here's the catch, right, you got to work, so
you can go to the golf tournamentduring the day and we'll put you up
at the same hotel that the PGAplayers are stay where they're staying. But
at night you might have to pitchin a little bit. And so I

(11:09):
said, all right, and wedid. We all pitched in. We
had a great time. But yeah, we were we were pumping toilets at
two o'clock in the morning after thetournament. Oh my god. Yeah,
you know, I've never done that, man, So you've I think you've
got a leg up on a lotof us. It's not that hard.
I can show you how to doit. It's really hard. Well,

(11:33):
let me ask you, Brandon.You you were, as you referenced,
you started your career early with EY Ernst Young, one of the big
accounting firms. Right, life wouldhave been really easy to stay with a
company affirm the size of Ernst andYoung. Right, you grow, you,

(11:56):
you manage your career. You winkup third years later and you've had
thirty years with one of the bestaccounting firms in the in the world.
You're a CPA, You're well trained, you're you're bright and intelligent. Why
did you venture from EA into creatingyour own business? So I really didn't

(12:20):
know what I was getting into whenI got into accounting. So my parents,
as I mentioned, were school teachers. They were also art teachers,
so they were My father was anart professor, my mom was an elementary
school art teacher. So very creativefamily. No. No, my grandfather
was a businessman. He was apartner in a roofing supply company, and

(12:45):
so you know, he was prettysuccessful. I looked up to him and
always as a kid, I wantedto I wanted to go into business of
some sort. And when I wasin the eleventh grade, I went to
breakfast with my mom and I metan entrepreneur at breakfast that that I knew
through a friend, and we hada conversation and my mother asked the name

(13:11):
was John Steele, as she said, John, what you know, he's
trying to think of a career togo into. What do you suggest?
And John Steele said, well,go into go become a CPA. If
you want to learn about business,go become a CPA, and then you'll
get to see what all your clientsare doing. You'll get to learn about
business that way. So that waswhy I went into accounting. And I

(13:33):
enjoyed the theory the study of itin school, but when I actually got
into practice and I got to Iand Y, I hated it. I
absolutely despised the work. So itwas it was just very tedious. It
was you know, all the allthe jokes you hear about work working as
a CPA, they're they're pretty muchtrue, and the work is pretty dry.

(13:54):
That's not that's not entirely the case, but at that level, you
know, when you're a staff accountantat ian Y at the time, it
was really tedious, tedious work,and I just didn't like it. So
I decided. When I left ianY, I went to work for a

(14:16):
little bit smaller firm called Elliot DavisonCompany, which is a pretty big firm
here in South Carolina, and Igot a lot of variety of work and
I got to actually talk with businessowners about running a business. So that
was always my interest in becoming aCPA was just merely a way to kind
of understand and get a general viewof business. And it did that when

(14:41):
I was with the right firm.Yeah that's cool, man. Do you
remember the day you left Big Accounting? Yeah, I was on so I
do. So. I was onvacation. And this is a totally different
era back you know, this wasearly nineteen nineties when they expected you to

(15:01):
work seventy eighty ninety hours a week. They can't do that now. They
don't have enough talent to turn throughto do that. But I was scheduled
to go on a family vacation atthe beach, and this had been scheduled
for months, and we were ina scheduling meeting and uh, they said,

(15:24):
you can't go on vacation. AndI said, you know what,
you can schedule me for whatever youwant. I'm going to be at the
beach, So so I did.I went to the beach, and while
I was at the beach, Icalled Elliott Davis and said, hey,
I want to come work for youguys, and they that was how that

(15:45):
happened. And then I went back. I went back to ian Y after
my beach trip and I quit.Maybe they helped you in that transition,
right, Yeah, that's uh,that's cool. And I wanted without beating
the horse to glue right, withoutgetting so deep into the weeds. I'm

(16:07):
always drawn to the person or folksthat walk away right from you know.
We were just in Charlotte over theweekend to see my beautiful tarhells wind and
as we walked through Trade and Tryon the Big Bank of America building,
I used to work in that buildingand I was on the fiftieth floor and

(16:30):
I could see down into Panther Stadiumfrom my office because it was so high
up. In some days it wasabove the clouds literally. And great job,
Fortune fifteen company, and my jobwas relocated from Charlotte to Atlanta.
My wife said no, and Iended up leaving. And I remember that

(16:52):
feeling of my little box, sortof like Michael Scott. You know everything
in a little box, walking tothe elevator, getting on the elevator,
going down to the garage level,going to my covered parking garage. You
know where. Life was good,big old fat salary, great benefits,

(17:14):
unlimited T and E. Life waswonderful. But I remember that moment of
driving out of the garage, drivinghome to our house up north, thinking,
I am I'm unemployed because I chosenot to do the Atlanta deal right.
And I remember that, And thatwas back nineteen ninety seven, so

(17:37):
it's been a long long time ago, but I still vividly remember that moment
of thinking, how am I goingto I've got two kids that really liked
to eat and a wife that didn'twork out of the home. How am
I going to make it right?And you know, looking back, it
was one of the best days ofmy life, but also one of the
scariest days of my life. Inever want to lose the impact of that

(18:02):
moment because I find that moment andmaybe you did too when you left the
big accounting firm right, Never losethe impact of that moment. And a
lot of people that are listening tous right now may be at the threshold
of saying, you know what,I've done this for twenty years. I'm
going to try something. I'm goingto be an entrepreneur. But it's scary

(18:26):
as hell to be an entrepreneur,right, And I think the more that
we hold on to those nuggets ofmemory of leaving the cave, because you
left the cave one day, thebig office building with the nice, fat
salary and the great benefits to start, you know, PO group advisors and

(18:52):
I don't know, and we don'thave time to unpack, you know,
the first week, the first month, the first quarter of the first year.
But I can imagine that being ascary moment, leaving the security of
what you had to be to becomethe founder and CEO of your advisory group.
Right, that had to be scary. It's so, yeah, it's

(19:17):
scary, and there are a lotof scary moments. I think one of
the scariest moments I had was duringthe financial crisis. That was probably more
frightening. So what happened during thatperiod of time is, you know,
it's two thousand and eight. Mybusiness from two thousand and eight to twenty
ten fell in half, about abouthalf. And I remember when you know,

(19:44):
when Lehman Brothers announced, I wasactually in New York City on a
little vacation with Carol and I wasin Times Square when I saw the big
announcement that Lehman Brothers was, youknow, in trouble. I thought,
oh, this, this is notgood. This can't be good. Right,
And anyway, I was in twentyten. I was down to like

(20:08):
one deal. If that deal didn'tclose, I didn't know what I was
going to do, Like the cashwas going to dry up, like it
was. It was that bad.So if you've ever been a business owner,
and you know, it's like beingout of oxygen if you run out
of cash, right, So thatwas probably the scariest. But yeah,

(20:30):
leaving, honestly, leaving for mewas was scary, but I was very
energized by it. When I startedselling firms, I did it on the

(20:51):
side. I was doing it sortof as an additional job. I was
working at Nature's Calling, and Iwould come home and work at night.
I would get up extra early inthe morning and work, and so I
kind of started into the business almostas a side hustle. So once I
finally when I left Nature's Calling,which was a great, which was a

(21:17):
great job as a controller. Itwas nice to work on both sides of
as an accountant. I think there'san advantage of working in public and in
private. So I was in agood spot. But I'd already kind of
developed the business enough to where Iknew I could make it. Yeah,
I was secure. Where I feltthe most insecure, which is kind of
what you're talking about, was probablyduring the financial crisis. What a tough

(21:44):
crisis, right, you know,again, just being in Charlotte a few
days ago. I'm not sure ifCharlotte has fully recovered from Yeah, was
an eight, you know as afinancial center. Right, it felt like
staring into the abyss like I feltlike, you know, yeah, I'm
sure, I'm sure, and youknow you cope with it? Right?
I was. I was running.I was running a lot then. That

(22:06):
was how I cope with it.I would I would go for a run.
If I felt stressed, I'd run, and I got in pretty good
shape. But I was pretty stressedthen and stressed, yes, then stressed.
Well, I know you. Iknow your heart. I feel like
I know your heart. I don'twant to be presumptuous, but I feel
like I know your heart, andI think part of your heart is that

(22:30):
of the heart of a teacher andworking with entrepreneurs, right, And who
better to work with entrepreneurs than afellow entrepreneur. And I know you do
a lot with the EO organization,which is tremendous. You travel a lot.
I think you travel around the worldfor them, and you give a
lot of your time because that organizationis, you know, really beneficial for

(22:56):
entrepreneurs. We have a lot ofentrepreneurs that listen to this show I mentor
some you know as well in thatenvironment. And I love the nativity,
the rawness, the realness of anentrepreneur, particularly the ones that have left

(23:18):
the cave and they've left a greatamount of security on the chef and they
go to their tool shed and say, I want to innovate, I want
to create something. I want tomake a difference for the world, for
my you know, for my state, my family, whatever, whatever,
the impetus is right to do somethingdifferent, to create something, to make

(23:41):
a difference. Talk to me justfor a moment, and talk to my
audience, Brannan about that desire andyou know, leaving leaving that security and
for the folks that are listening rightnow, that may be saying I'm I'm

(24:03):
ready to leave and to create rightTalk to that person as if they're sitting
in your living room with a glassof wine. What would you tell that
person? There's no other freedom thatI can imagine that's more energizing and more

(24:27):
scary and more rewarding than doing somethingon your own. Yeah, when you
first start, you know that thereis a startup phase, right, There
is a startup phase when you're startingsomething. The first two three years you

(24:47):
know that to me is the mostenergetic period. And not everyone is that
way, but I get very energizedby the startup phase. Like I like
it when there's chaos. I likeit when there's so many unknowns and you've
got to just figured out, anduh, you learn a lot about yourself.
That's the other thing is not onlyas it give you freedom, but

(25:07):
you do learn what you're made ofand what and you'll be surprised at your
capabilities that just sort of you knowyou may have you may have things inside
of you that are dormant in termsof skills and talents, and and that
that that just comes up that justunlocks those things because you're you're you're you're

(25:29):
pressure testing yourself in a way,you know, And it's not for everybody.
I mean, it's just not foreverybody. But if you you know,
I don't know that there's one typeof entrepreneur. I'm a type of
person that likes to be pretty independent. I don't you know. I like

(25:53):
to just make my own path,and I actually work with my team.
I'm a great team leader for somebodywho wants to work their own path because
I'm not much of a micromanager.But I would encourage people to do it.
Even if you fail, what you'lllearn and gain from it probably far

(26:17):
exceeds whatever pain you endure. Butit can be painful. I've seen I've
seen, you know, I've seenother entrepreneurs really crash and burn. And
I wouldn't want that for anybody.And I think if you want to avoid
that, then you need to surroundyourself with other smart people. And that's

(26:38):
what EO is is really good for. And surround yourself with other people who
are smarter than you and other things. Because you know, you might be
good at sales, or you mightbe good at engineering, or you might
be good at you know something,but you don't have all the skills,

(26:59):
so you gotta you gotta find peoplewho do, so you're not making really
stupid mistakes. Yeah, you saidsomething I don't know if you remember this
a couple of months ago in yourkitchen, when you asked about my firm
and you know, our business justwe were we were we were enjoying wine

(27:21):
and having a conversation and you said, you know, how's business going,
or something like that, and Isaid, I feel like i'm that you
know, in our at our pointin our growth cycle that we're sort of
the wild West Frontier, you know, because we're we're developing processes and we're
recruiting people, and you know,we're trying to find the parking lot and

(27:42):
the water cooler, and you know, things do seem chaotic right in the
in the first couple of years ofbusiness. And you made a comment,
and I don't think I'll ever forgetthe comment that you made. You said,
oh, I'm envious the call.I loved the startup phase of our

(28:03):
business. You're now over twenty yearswith PO Group Advisors. But I saw
that in your eye, the twinklewhen you said, oh I missed those
days. Yeah, it feels likeyou're not even working. To me,
it feels like it's not even workbecause everything's kind of has to be done.

(28:26):
There's an urgency around things, andso you don't have to fight with
your will, you know, ifyou don't have to force yourself to do
something, you just have to justdo it. Yeah, and it's creative,
I think, you know. That'sthe we launched. So we launched
Accounting Practice Academy in twenty twenty,so that was a new segment of our

(28:49):
business. And so when we startedthat, it felt like that startup phase.
And it's just you know, webuilt it in the air. As
they say, we had already soldsome workshop seats before we had completely built
out the workshop, so we didn'thave any choice. We'd already sold tickets,

(29:11):
so we had the show had togo on. That's awesome, man.
Well, I found that comment inyour kitchen to be very encouraging,
and you know, as any startup, even though I've had a couple of
those in my own life, butyou know, as a startup man,
you've got you've got some months whereyou've got a lot of month at the

(29:32):
end of the money, You've gotsome days where you're thinking what the hell
am I doing? I have noclue what I'm doing. Right, you
have the good and the bad andthe ugly. As an entrepreneur, no
day is the same, right forany of us, and you just have
to ride the waves of the goodand the bad, and you know what

(29:53):
comes out of it is generally awonderful product or service, a lot of
fulfillment, but it can be itcan be very precarious right in those early
days, man, which is alot of fun. So in researching Poe
Group Advisors and looking at your corevalues, I noticed one jumped out at

(30:17):
me, which again I'm encouraged by, and that is your use of the
term balance. Could you unpact thatup for us quickly? Yeah. I
I joined a program called Strategic Coachin two thousand and nine and right in
the middle of financial crisis. Andyou know, prior to that, I

(30:41):
worked weekends. I would I would, you know, I wouldn't think twice
about checking an email and really allweekend long. And I even wrote a
book called The Unplugged Vacation and soPeril and I took a vacation with the
kids. We went on a cruise. This was probably two thousand and five,

(31:02):
two thousand and six, and Itook my laptop with me and I'll
never forget. We're walking off theboat and she said, you know,
she was pretty clear, Like youknow, she's pretty candid when she wants
to say something. She said,she said, I swear to you,
if you ever take this laptop onanother family vacation, I'm throwing it in

(31:26):
the water. Oh no, Ibelieve her, by the way. Oh
yeah, I believed her. Shewas telling the truth. She totally would
have done it. So, youknow, I'm lucky because I had somebody
to kind of enforce those boundaries.And so I would credit this to Carol.

(31:48):
Is like she made me very awareof like you know, if you're
checking email and you're running off togo to the you know, to go
to the office while you're on vacation, you're missing so much, you're missing
from your kids and your your yourmind is gone. Like she would notice,
you know, after I'd be working, she would notice I was thinking

(32:09):
about it, because that's what happens. You read an email and it gets
in your mind and then you startthinking about it. And so now I
and with Strategic Coach because they verymuch are aligned with that philosophy of you're
you're you should you should work hardand you should play hard, right,

(32:32):
and but don't mix the two.And I also had a client who a
Canadian client who was said he youknow, I got a message from that
he was going to be gone.As I called him up and said,
what are you doing? He said, I'll be gone for like three weeks.

(32:53):
I'm not going to be checking emailor anything. I said, how
do you do that? You know? And he had a really successful CPA
firm. He says, well,you just do it the first time.
The first time you take off,you look down. You wonder if you're
going to have a business when youget back, he said. But he
said, you know, you'll findout what your team's made of. And

(33:15):
you've got a plan for it.You've got to notify your clients that you're
heading out of town, and youknow, kind of bring forward anything that
that might be necessary to get tobefore you leave. But you know,
you work like you work like adog before you go on vacation, and
you work hard when you get back. But it's worth it. And so

(33:37):
I very much follow that now.And I have two phones. I have
one phone at the office and thenI have a personal cell phone that I
don't give out to clients, andso I keep everything really separate. Yeah
that's good man, I'll pluge youfor that. It's hard, right,
it's hard. It's it's hard.It's one of those habits that's hard to
make, but it's easy to keep. Nice. That's encouraging. Yeah,

(34:01):
that's really cool. We had.Of course, we're both in the M
and A world, right, youhelp folks that have CPA firms sell their
practices or buy practices. Right,you're in the M and A space,
particularly in accounting. We're more generalwith our M and A work. And

(34:25):
we had one of our clients comedown new clients come down last week from
North Carolina and he's been involved inthis business for the last forty years.
It's all he's done for the lastforty years. And you know, we
sat in the conference room and wetalked about, Okay, this is our
process, this is what we're goingto do. And we spent a couple

(34:47):
hours with him, and you know, I had a couple thoughts to him.
I said, you know, numberone, congratulations, you've built a
hell of a business and you're probablyat the finish line of this business and
the buyer that's going to buy youat the starting line. But you are

(35:07):
to be congratulated, you and yourwife because of the hard work that you've
put into this business for forty years. I get it. I get the
gravity. And he at the veryend of the conversation, he said,
Chuck, I'm real excited to workwith you guys in this time in my

(35:30):
life. And I've had long conversationswith my wife. He said. It
is both exciting and scary because he'sselling his business of forty years. And
I looked at him and I said, I get it. I've been there,
I've been in your shoes. Iget that in a sense, you're

(35:54):
giving your baby to somebody else.I get it. And I said to
him, I called him by name, and I said, if you could
add one more emotion to that sentencethat you just had, that you just
gave me, and that is whenthis is over, you're going to be

(36:15):
tired. And he looked at melike col looking at the new gate,
and he said, explain that.And I said, when we get into
due diligence, it's going to beyour second full time job. And it's
like the tractor pull where the tractorpulls a slide down the field and the

(36:38):
weight gets heavier and heavier. Inthe eleventh hour, you're probably going to
be sick of me because we've beenliving together for six months. But then
you're going to get paid and allof this hard work and the second job
of due diligence is going to payoff, and you're going to get rewarded

(36:59):
for all this sacrifice for forty years. Talk to us real quick, Brandon
about deal fatigue in the work thatyou do and just M and A in
general. Yeah, it's a veryreal thing, and there are so many
emotions involved, and I think thatthat is a lot of energy spent just

(37:23):
because of the emotional no matter whothe buyer is or what your process is
like going through the sale. Imean, somebody could somebody could just come
along and write your check and sayhere, it's done. There's no due
diligence. Even if it was assimple as that, you would have emotional
fatigue just with the struggle of youknow, because especially someone with forty years

(37:49):
building a business, that's their identity, that's their day to day, that's
their friend group that you know,their employees, are probably very close,
probably close relationships. All that changes, you know, into that next phase.
So you know, there's that,and then when you pile on the

(38:09):
due diligence component, which I actuallythink that the legal component can be a
harder aspect of it. To me, that's one of the most frustrating aspects
of M and A because as someonewho's an intermediary, I see the I

(38:30):
see the mistakes that lawyers make,you know, and and it's just sort
of aggravating. I do think thatbe very careful if you're going through this
process, be really careful about whoyou pick as a lawyer, careful about
who you pick as a buyer.I did a podcast with a lawyer at

(38:55):
Baker Donaldson named Chris Sloan, andhis philosophy on con tracts was let's keep
them short and as concise as possible, and let's be able to actually understand
what they say. Yeah, that'sa novel idea. Isn't it be able
to actually understand the contract? Anduh, when he told me it was
philosophy was I was out of dinner. I was. I actually met him

(39:15):
through EO and he was a he'sa big supporter of EO Nashville, and
uh, I said to other lawyers, Uh, I want to take a
shot at you because because of this, because you're talking about simplicity and short
contracts and plain language and uh anykind of laugh. He said, Actually,

(39:38):
you know, it takes more workto make something concise. It's like
it's like the old saying, ifI had more time, I would have
written a shorter letter. It's it'sthe same thing with contracts, right,
And yeah, I think lawyers cancan bring a lot of complexity to a

(39:58):
deal. And when I when Isee deal fatigue, it's usually because a
lawyer has over inserted himself or herselfinto the deal. That's my personal opinion.
And I mean, there are somecomplexities in these deals that have to
be dealt with. They have tobe dealt with with with good, good

(40:20):
lawyers. But you just have towatch out for, you know, a
lawyer on one side or the otherletting complexity creep in in a big way.
Yeah, I totally agree with thatphilosophy, Brandon. We had I
worked in a deal recently where therewere two partners selling out to the other

(40:43):
two partners, right, so fourprinciples, and they wanted to and I
have no dog in the hunt whenit comes to you know, I've got
very good attorneys that I work withthat will you know, draft these agreements,
but I don't care. You know, it's it's not part of our
service offering. And this firm wantedto use their own attorney, and of

(41:04):
course I won't mention any names,but and not to get in the weeds
in our conversation, but the attorneywas I think very qualified, except he
was qualified in a different part ofthe law. So when it came to
understanding the M and A language wrappedaround this deal, we really didn't hit

(41:27):
the markers right, so we hadto kind of go back and restart.
I brought in one of one ofmy guys who that's you know, all
he does is corporate law right inthe M and A world, and we
were able to wrap things up andto your point, keep it pretty simple
but comprehensive enough where there was notblowback. No partner in the deal would

(41:51):
come back five years later with,you know, with some type of grievance
because things were buttoned up. AndI think that's really important, right,
let's do it. And I lovethe simplicity with you know, comprehensiveness.
Right, let's wrap it up,make it tight and clean, but also
understandable. And I think I thinkin the M and A world that's the

(42:15):
biggest uh. I think one ofthe biggest problems we have is that a
lot of folks that do what wedo don't have the heart of a teacher.
Right. They've become so transactional thatthey lose the people part and the
understanding, you know, like withmy fella in North Carolina, Right,

(42:36):
you know, understanding what he andhis wife will go through in the next
six months. I think we losesight of that because we're looking at the
closing docs and we're looking at thetransition. We're looking at the clinking of
the glasses. But there's a lotthat goes into you know, events that
happened before that event, and thenthere's stuff that happens after that event.

(43:00):
Right, what's he going to donext? Where's he going to park his
money? How's he going to makethis work as he lives out the rest
of his life. Let's talk fora moment, and we're sort of winding
down, but talk with me.What's the biggest misconception you're selling CPA firms?
Right, you're working with CPAs,Which when I heard that, I

(43:22):
thought that's really interesting because CPAs generallyunderstand, you know, the art of
a deal. They understand numbers.Of course, that's their life, their
world. But what's the biggest misconceptionwhen you're selling a CPA firm, probably
to another CPA firm or to anotherCPA. What's the misconception there? Well,

(43:45):
I think most most buyers and sellersthink a very long transition period is
necessary where the seller is working alongsidethe buyer. And in those cases,
if the buyer is a competent operator, that's not the case. Now there

(44:07):
can be cases where a seller wantsto stay on, and you know,
we've had private equi firms buy outCPA firms and they want the seller to
stay on because they don't have anyoneelse to operate it, so they'll they
want a long transition. That's notwhat I'm talking about it. I'm talking
about a transition where you're going froma CPA who's you know, who's selling

(44:28):
the business to a competent buyer who'sa CPA, And usually transition could be
very short, like one to acouple of months tops three months tops that's
probably the biggest misconception. And yeah, people think they got to stay on
for two or three years to geteverything moved over, and it's just not

(44:51):
it's just it's actually not Not onlyis it not necessary, it's actually problematic.
Yeah. Yeah. I was talkingto one of one of our new
clients a couple of days ago that'scoming on and you know, one of
the I asked him at the endof the conversation, I said, do
you have any questions or concerns?And he said, listen, let me

(45:14):
be clear. When I sell thisbusiness, I don't want to stick around
for two years. I'm like,no, you probably won't have to.
It's going to be a much shortertimeframe. And to be honest with you,
and I called him by name,I said, to be honest with
you, they don't really want youaround. Yeah. It sounds good,
right, everyone's hugging and kissing andclinking glasses. But this is not your

(45:38):
company anymore, right, And theydon't really want you around the parking lot.
Yeah, And you don't want tobe around to see what they're going
to do because you it might youknow, give you some I don't know,
it might it just you probably don'twant to see what's happening in a
sense, So true. Man.One one final question, and you and

(46:06):
I we we we were in asimilar vein of work. You've been at
it. You've had tremendous success withPO Group Advisors now I think twenty one
years in business. Uh, youdo a lot of deals, right,
You've done a lot of deals overthose twenty one years. What's the hardest
part of putting that deal together?Ooh ah, you know it used to

(46:30):
It used to be the part thatI didn't like, like that, the
negotiating part, you know, justgetting the getting the meeting of the minds
to happen, you know, aroundprice and terms and transition and all those
things. But I came to sortof relish that part of it. It's
it's it's where you have to kindof be flexible and creative and and make

(46:53):
a deal work, right, becauseevery deal is different. Every every boys
got a little something different going on, and every seller has ONTs that are
a little bit different. So dealscan kind of take this very interesting path
sometimes. And I feel like asintermediaries, we have to understand when it's

(47:14):
appropriate to pivot and how to pivotand maybe offer some suggestions. Our job
is to offer solutions, like,Okay, we got a problem. We
can't get this deal together because thisproblem, well, here's a possible solution.
I'm trying to remember exactly where Iwas going with all this, but
I think that that's the biggest challenge. And I used to, you know,

(47:37):
get very emotionally invested in a dealcoming together, and I don't anymore.
It's you know, if for me, if if a deal shouldn't happen,
I want to kill it. Iwant to kill it right away,
Like, let's just kill this thingright today. Let's make it go away
so that we can so that wecan find another buyer that's going to be

(47:58):
a better fit. Yeah, youknow. And I don't mean I want
to kill deals. I mean Iwant to kill deals that aren't going to
make it to the finish line.I don't want them to drag out,
because there's nothing more frustrating then takinga deal all the way up to like
the day before closing, and itcrashes and burns. That is awful for
everybody, right right, I guessmy final question, and again, you're

(48:24):
putting deals together, and one ofthe first questions that we get at Bull
Street when we're talking with a potentialseller is and I can almost predict when
it's coming, right. The firstquestion is what kind of price are we

(48:45):
going to get for this? Youknow? And again we're agnostic in that
we do everything except food and bev. We don't touch the food in beverage
space. I like to eat anddrink too much. I don't want to
know what's going on behind the scenes, right, so we don't do food
in bed. But you know,in just in terms, you know,

(49:06):
the question that always comes, andit's one of the first questions, and
it's a big question, and thatis what price am I going to get?
And I don't want to minimize ormitigate that question because it is an
important question. But I think theart of a deal, and please tell
me your opinion, because you've beenat this for now twenty one years and

(49:27):
you've closed hundreds and hundreds and hundredsof deals. How important are the terms
of the deal in conjunction with theprice of the deal. I think the
terms are actually probably more important becauseif you're selling, I mean, obviously

(49:47):
you want a fair price, Butif I'm selling, I would sacrifice some
price for superior terms because the terms, if the terms are you know,
it's sort of on a continuum.You know, you could have one hundred
percent cash at closed kind of deal, which is no risk on the seller.

(50:08):
The seller can as soon as they'reaway from the business, they can
sleep well not worrying about the business. And the other end of that continuum
is, you know, a veryvery minuscule down payment from the buyer and
the buyer is going to pay theseller over time based on the results of
the business, a pure sort ofearnout type of arrangement. And that's the

(50:29):
other side of the continuum where reallythe buyer didn't have any risk. My
philosophy is who has control over thebusiness after closing? Generally it's the buyer
that has control. So therefore thebuyer has control over the results of the
business after closing. So I feellike, okay, let's match the structure

(50:53):
with who's who's responsible, right,right, And so I feel like in
a case where the buyer is goingto have all the decision making, then
they should have all the risk.And so if the seller is willing to
sacrifice some price for terms, they'llsleep better at night post closing, because

(51:15):
if if what happens too. WhatI see happen is if the terms are
where the seller has a lot ofrisk, they're not going to let go
of control as they're not going tobe willing to. The transition is going
to be affected and and maybe eventhe language and the contract is going to
be affected according to how the transitionworks because of the structure of the of

(51:38):
the payment. So then you getcontrol battles, and that's that's no fun.
I mean, that's you know,that's a recipe for disaster in some
cases too. So that's that's myphilosophy is, you know, if you're
a seller, get your cash andminimize your earnout period if there's an earnout

(52:06):
period, and just move on withyour life, because what's that worth for?
It's what's that worth to you?Right right? Well, said Brandon
Poe. You're a founder, CEO, you're an author, podcaster, coach
and m and a expert. Howcan we follow you? Man? You're

(52:30):
doing great work. How can wefollow you? Well, you can go
to my website Pogroupadvisors dot com.We have a lot of resources. You
can follow our blog or subscribe toour newsletter. We also have a podcast
called the Accountants flight Plan podcast thatyou can subscribe to, and you can

(52:50):
also find me on LinkedIn. Awesome. Well, listen, I am privileged
to call you my friend and myneighbor, which is so unique. But
I love what you're doing and Ijust love you and your family, man,
And I want to thank you forbeing on the Chuck Crumpton Show.
You've been a great guest and Iwish you all the best. Thank you,

(53:13):
Chuck. It's been a pleasure.And uh, you know, I
can't. I can't imagine. It'sthe first podcast I've done with a neighbor
before and a friend. We're bothin that boat. So thank you for
having me on the show. Absolutely, Man, this will not be our
last conversation. I promise you no, all the best. Yeah, get

(53:34):
good down then, but no,woman,
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