The IC-DISC Show: Recent Episodes

David Spray

Join host David Spray, as he interviews business owners and industry leaders about the IC-DISC program. Insights and anecdotes to help you increase your after-tax income.

The biggest opportunities often sit in the work everyone else is afraid to touch.

In this episode of the IC-DISC Show, I sit down with Scott Abels, a CPA and business valuation specialist in Austin, to talk about why he built his practice around estate, trust, and gift valuations, the one area most professionals avoid.

Scott spent 25 years in corporate finance at Dell and Motorola before launching his own firm. He moved from CFO consulting into valuation, then narrowed further into estate and trust work, an area with its own IRS code sections, examination rates above 20% on large estates, and the highest error rate he's seen. He walked through the landmines, retained rights and marketability discounts among them, where a single mistake can wipe out a client's discounts entirely.

What struck me was his case for getting the valuation expert in during planning, not after, when it's often too late to fix anything. The same logic shows up in his turnaround standard of 30 to 45 days and the dozen questions he tells attorneys to ask before hiring anyone.

Scott also revealed a project he'd been quietly working on, a plain-English book for Texas attorneys, and his answer for how the busiest professionals actually want to be helped.

Show highlights

The riches really are in the niches: narrowing from CFO work to a field with fewer than 10 true specialists turned a commodity service into a moat.
The IRS examines large estates more than 20% of the time, because it knows that's where taxpayers try to avoid taxes, so the valuation has to hold up.
Get your valuation expert involved during estate planning, not after; retained rights and other landmines often can't be fixed once the structure is set.
A buy-sell agreement signed and executed perfectly still won't bind the IRS, which weighs economic reality over legal form every time.
Overstep on discounts and the penalty isn't just losing them; the IRS can throw out your whole valuation and re-value with no discounts at all.
Before hiring a valuation pro, ask their guaranteed turnaround time and whether they offer audit defense; vague answers signal it's a side service, not their focus.

Links

LinkedIn - Scott Abels
About IC-DISC Alliance
About ETG Valuations

Show notes: https://exportadvisors.com/podcast/075-running-toward-the-minefield-with-scott-abels/

The strongest industries are built on relationships that outlast individual transactions.

In this episode of the IC-DISC Show, I sit down with Larry Drummond, Executive Director of the International Precious Metals Institute (IPMI), to talk about what fifty years of industry collaboration has taught him about trust, transparency, and building lasting business connections.

Larry shared how IPMI started in 1976 when a group of New York-area scientists came together to share data across competing precious metals companies. After 25 years at Engelhard and a leadership role at Metalor, he came out of retirement in 2018 to lead the organization he had served as a volunteer board member and past president.

What struck me most was Larry's description of an industry where someone can be your customer, vendor, and competitor at the same time. He shared examples of refiners picking up the phone to ask competitors for help during operational setbacks, knowing the favor would be returned without losing customers in the process.

The conversation reminded me that even in commodity-driven businesses, transparency and verified trust create the foundation for everything else. With IPMI's 50th annual conference coming up in Orlando, Larry's perspective is a great preview of what makes this industry tick.

Show highlights

In precious metals, the same company can be your customer, vendor, and competitor at the same exact time.
IPMI was founded in 1976 by New York-area scientists who recognized the value of sharing data across competing companies.
When operations go down, refiners call competitors for a week of help, knowing the favor will be returned without customer poaching.
Record-high gold prices flooded refiners with material, but financing costs and capacity limits turned some lots into losers.
IPMI memberships pay for themselves through the price discount on a single annual conference registration.
Portable x-ray guns have transformed the industry, letting even small operators verify what they have before shipping it up the chain.

Links

LinkedIn - Larry Drummond
About IC-DISC Alliance
About IPMI

Show notes: https://exportadvisors.com/podcast/074-fifty-years-of-precious-metals-with-larry-drummond/

Today on the IC-DISC Show we're talking with John, Clive, and Kelly Hess from CompuCycle in Houston. John started in the metals business in South Africa back in 1966, came to the US in 1986 to run a brass and copper distribution company, and spun off a small scrap division that eventually became CompuCycle.

Clive joined in 1996 fresh out of U of H. Kelly came aboard in 2013 from the nonprofit world and now runs the company as CEO. Three decades later they're processing 40,000 pounds a day and hold more certifications than any other electronics recycler in Texas.

In this conversation, the Hess family talks about the moment the Basel Accord shut down their entire plastics market overnight, why they think scrap metal companies handling electronics is now a liability risk for corporate customers, and how they built their own plastic washing line to solve a problem the rest of the industry was still struggling with. Kelly also shares a partnership they've built with Pearland ISD that turns scrap dismantling into job training for autistic students ages 18 to 22.

Whether you're in recycling or not, the Hess family's thinking on running a multigenerational business, earning certifications most competitors won't bother with, and treating customer problems as a moat instead of a cost is worth your time.

Show highlights

How John Hess went from manufacturing copper ingot in South Africa in 1966 to building Houston's largest electronics recycler
Why being R2 certified isn't enough, and what Compu-Cycle did after watching certified downstreams still send material to landfills
The day the Basel Accord shut down their entire plastics market overnight, and how they engineered their way out
Why scrap metal companies handling electronics has become a liability risk for their corporate customers
The partnership with Pearland ISD that turns scrap dismantling into job training for autistic students
What changed when Kelly came in from the nonprofit world and the family started hiring people smarter than themselves

Links

LinkedIn - Gordon Driscoll
About IC-DISC Alliance
About CompuCycle

Show notes: https://exportadvisors.com/podcast/073-from-one-room-to-40-000-pounds-a-day/

Today on the IC-DISC Show we're talking with Gordon Driscoll. Having spent his early career at Goldman Sachs investing tens of millions into metals companies, he kept noticing they were running their operations on Excel spreadsheets and software from the 1980s. That gap became Green Spark, a cloud-based platform now in over 900 scrap metal recycling locations.

In this conversation, Gordon talks about what it took to break into an industry where relationships go back generations, why he thinks most business owners are thinking about software wrong, and how his team earned credibility by acting more like a partner than a vendor. He also shares a customer story that stuck with me about a scale operator who got his first lunch break in six years.

Whether you're in scrap or not, Gordon's thinking on sustainable growth, earning the right to disrupt, and treating technology as a competitive advantage rather than a cost center is worth your time.

Show highlights

Why a Goldman Sachs investment banker left finance to build software for scrap yards
The massive technology gap Gordon kept seeing in companies handling tens of millions in materials
How Green Spark grew to 900+ locations by acting like a partner, not just a vendor
The customer story about a scale operator getting his first lunch break in six years
Why Gordon believes you have to earn the right to disrupt an industry, and what that looks like in practice
The mindset shift from treating software as a cost center to using it as a competitive advantage

Links

LinkedIn - Gordon Driscoll
About IC-DISC Alliance
About Green Spark Software

Show notes: https://exportadvisors.com/podcast/072-software-as-a-competitive-advantage-with-gordon-driscoll/

Setting up an IC-DISC the right way can mean the difference between maximizing tax savings and having issues down the road.

In this episode of The IC-DISC Show, I sit down with Brian Schwam, IC-DISC specialist and tax attorney, to walk through the complete IC-DISC setup and compliance process from start to finish. This conversation was inspired by a CPA request for a comprehensive guide covering every step of the IC-DISC journey.

Brian breaks down the entire process chronologically, from the initial consultation to determine if a business qualifies, through the critical formation steps that can make or break your IC-DISC. We cover proper capitalization requirements, the infamous 90-day election window, why non-interest bearing bank accounts matter, and the draconian 60-day payment rule that catches many businesses off guard. He explains the difference between simple and transaction-by-transaction calculations, sharing an example where detailed analysis increased a client's commission from $4 million to $17 million on $100 million in export sales.

Whether you're a CPA learning about IC-DISC for the first time or a business owner considering this strategy, Brian's systematic approach demonstrates why working with a true specialist matters when navigating these complex regulations.

Show highlights

A detailed transaction-by-transaction calculation increased one client's IC-DISC commission from $4 million to $17 million on the same $100 million in export sales.
Missing the 90-day election filing window requires a private letter ruling costing $35,000-$40,000 to fix, making it cheaper to just set up a new IC-DISC.
The 60-day payment rule requires paying at least 50% of your estimated commission in cash or promissory note within 60 days of year-end to avoid disqualification.
Setting up an IC-DISC with no par value stock is a fatal error that will cause the IRS to reject your election, regardless of everything else done correctly.
A non-interest bearing bank account is essential because even $1.50 of interest income can disqualify your IC-DISC if no commission is paid that year.
Export sales typically need to reach $3-5 million before an IC-DISC makes economic sense, though exceptions exist for businesses with exceptionally high profit margins.

Links

LinkedIn - Brian Schwam
About IC-DISC Alliance

Show notes: https://exportadvisors.com/podcast/071-ic-disc-from-start-to-finish-the-complete-setup-and-compliance-guide/

Avoiding simple mistakes with the IC-DISC can mean the difference between maximizing tax benefits and leaving money on the table.

In this episode of The IC-DISC Show, I sit down with Brian Schwam, National Managing Director of International Tax Services at WTP Advisors, to talk about the most common IC-DISC misconceptions that trip up practitioners and the underutilized opportunities many businesses are missing.

Brian walks through the critical timing rules that confuse even experienced CPAs, including the 60-day and 90-day payment requirements that many practitioners misapply. He explains how the reasonable estimate safe harbor actually works and why paying the minimum amount can accidentally cap your commission at twice that figure. We cover the ordering rules for distributions, the often-misunderstood $10 million threshold, and why the transactional calculation method isn't nearly as impossible as people think. Brian also clarifies that IC-DISC dividends are subject to the net investment income tax, despite what some practitioners might believe.

The conversation shifts to creative structures most companies never consider. Brian explains how multiple DISCs can fund executive bonuses at qualified dividend rates instead of ordinary income rates, saving both employment taxes and up to 17% in federal tax for recipients. He describes evergreen dividend resolutions that eliminate the stress of year-end cash movements and shared-DISC structures that make the strategy economical for smaller exporters with under $3 million in sales. These approaches work for both flow-through entities and C corporations looking to avoid double taxation.

After more than three decades in international tax, Brian brings clarity to a strategy that looks deceptively simple on paper but contains hidden complexity at every turn. This episode delivers practical guidance you can use immediately, whether you're a practitioner helping clients or a business owner evaluating your own structure.

Show highlights

Paying the minimum 50% under the 60-day rule accidentally caps your total IC-DISC commission at twice that amount, limiting flexibility.
Companies with export sales over $10 million can still use an IC-DISC—the cap only limits income deferral, not eligibility.
Multiple DISCs can fund executive bonuses at qualified dividend rates, saving up to 17% in federal tax versus ordinary income.
The transactional calculation method isn't impossible—most companies in 2025 can pull the data needed to maximize their IC-DISC benefit.
Evergreen dividend resolutions eliminate 60-day and 90-day payment stress by automatically distributing commission rights on December 31st each year.
Shared DISC structures let exporters with under $3 million in sales split compliance costs while each partner keeps their full tax benefit.

Links

LinkedIn - Brian Schwam
About IC-DISC Alliance

Show notes: https://exportadvisors.com/podcast/070-ic-disc-myths-mistakes-and-opportunities-with-brian-schwam/

Success in professional services isn't about doing more—it's about doing less, but doing it exceptionally well.

In this episode of The IC-DISC Show, I sit down with Raffi Yousefian, CEO of The Fork CPAs, to talk about how extreme specialization transformed his accounting firm from a general practice into the leading restaurant and bar controllership service in the country. Raffi shares the counterintuitive journey of deliberately shrinking his client base to accelerate growth, ultimately tripling revenue within 18 months of selling off 30% of his practice.

We explore how Raffi evolved from serving three industries to exclusively focusing on restaurants and bars, and why weekly financial reporting creates competitive advantages that monthly statements simply can't provide. He breaks down the economics of restaurant operations, explaining why 2% savings in food costs can represent an entire profit margin when you're working with businesses that operate on 5-7% net profits. The conversation reveals how subscription pricing combined with deep industry expertise solves the profession's labor shortage by making firms more profitable and attractive to talent.

What strikes me most is how Raffi's specialization philosophy mirrors successful models in other industries, from medical concierge services to dating apps. If you've ever wondered whether narrowing your focus could actually expand your opportunities, this conversation provides a compelling roadmap.

Show highlights

Raffi sold off 30% of his accounting practice to focus solely on restaurants and bars, then tripled the remaining 70% within just 18 months.
Weekly financial reporting in restaurants isn't a luxury—it's survival, since a 2% swing in food costs can represent your entire profit margin.
The Fork CPAs moved from "insecure niching" with three industries to hyper-specialization, proving that doing less actually accelerates growth when done with expertise.
Restaurant operators typically process 300-400 invoices monthly for a $3-4 million location, making specialized systems and processes non-negotiable for profitability.
Subscription pricing in accounting solves the labor shortage by making firms more profitable, allowing them to pay better and attract talent to the profession.
Specialization creates resonance with ideal clients who say "you sound like my soulmate" rather than casting a wide net and hoping something sticks.

Links

LinkedIn - Raffi Yousefian
About IC-DISC Alliance
About The Fork CPAs

Show notes: https://exportadvisors.com/podcast/069-subscription-pricing-success-with-raffi-yousefian/

In this episode of the IC-DISC Show, I sit down with Randy from Trinity Bay Capital to talk about how specialized capital advisory bridges the gap between growing companies and the financing they actually need.

Randy spent 17 years in traditional banking at First City and other institutions before moving into capital finance in the mid-1990s. His transition came from frustration with banking silos that prevented common-sense solutions for growing companies. After traveling extensively as a capital finance professional and later serving as president of a bank, he launched Trinity Bay Capital to help companies access everything from asset-based lending to purchase order financing. His approach differs from typical brokers because he pre-qualifies deals using his banking expertise, then targets just three carefully selected lenders rather than shotgunning dozens of institutions.

What makes Randy's work compelling is how often he solves problems without charging fees. One client I referred received three competitive term sheets that gave him leverage to renegotiate with his existing bank, getting everything he wanted at no cost. Randy's focus on matching companies with conventional banks whenever possible, even when capital finance would pay higher fees, demonstrates how his business model prioritizes client outcomes over transaction volume. His internal 48-page reference guide of specialized lenders reflects decades of relationship-building across oil and gas, maritime, manufacturing, and distribution sectors.

Randy's philosophy that "I don't need to work, I do this because I enjoy it" explains why 75% of his pipeline comes from Texas energy companies that conventional banks won't touch, and why he celebrates when clients find better deals elsewhere.

Show highlights

Randy turns down fund management opportunities that would pay more because accepting them would recreate the banking silos he left to escape.
Trinity Bay Capital targets just three carefully selected lenders per deal instead of shotgunning 12-20 institutions, achieving 95% term sheet success rates.
A construction mat company couldn't get financing because their primary assets wear out quickly, until Randy found lenders who advance directly on depreciating equipment.
Randy helped a frack pipe manufacturer secure $30 million after eight conventional banks declined, simply by knowing which bank was allowed to do oil and gas deals.
One client found a better deal independently, and Randy celebrated it instead of pushing his commission, telling him "as long as I can work with you, that's awesome."
Randy's success fee from conventional banks is often reduced compared to capital finance companies, but he always takes clients there first because it's what they deserve.

Links

LinkedIn - Randy Gartz
About IC-DISC Alliance

Show notes: https://exportadvisors.com/podcast/068-beyond-banking-silos-with-randy-gartz/

Today on the IC-DISC Podcast, I spoke with Mike Silverman and Matt Clark, two attorneys specializing in exit planning and succession planning for business owners. They explained that exit planning is all about planning when an owner wants to leave the company, while succession planning identifies future leaders within the business. Both are crucial since you need a strategy for expected and unexpected departures. Mike and Matt stressed meeting regularly so these plans stay on track and don't cause disruption. They also talked about having a whole team involved beyond just lawyers, with experts in different fields all working together towards long-term goals. The overall message I got from listening was planning early, working with professionals with experience like Matt and Mike, and sticking with the process to ensure that transitions go smoothly for everyone."

SHOW HIGHLIGHTS * Many business owners tend to push exit and succession planning to the bottom of their to-do list, focusing instead on day-to-day operations. * Sudden exits without a succession plan can leave the business leaderless and destroy its value. By recognizing the need for succession planning early on, you can protect and maximize the value of your business. * Planning helps align goals and increase value for employees, family, and the owner. Clear vision and goals for all stakeholders are necessary for a successful succession plan. * Without planning, a sudden exit can result in a dramatic reduction in the value of the business. * Having the right people in place and a solid succession plan increases the value of the business to potential buyers. * A turnkey business that can generate income without the owner's presence is of premium value. * They emphasize the importance of working with a team of experts, including estate planning attorneys, CPAs, and wealth advisors. These professionals can provide valuable insights and ensure a comprehensive plan is in place. * They also mention that M&A lawyers often push for third-party sales because it's what they know and are experienced in. * Planning is not a one-time event but an ongoing process that requires regular meetings and adjustments. Embrace the process, and you'll be well on your way to a successful exit and a bright future for your business. * The conversation touches on the indirect acquisition structure and ESOPs as potential strategies.

LINKSShow Notes

Be a Guest

About IC-DISC Alliance

About Campbell & Co

**GUEST

| | Mike SilvermanAbout Mike |****| | Matthew ClarkAbout Matthew |

TRANSCRIPT (AI transcript provided as supporting material and may contain errors)

David Spray Hi, my name is David Spray, and welcome to another episode of The Icdisc Show. I have a really unique episode today because I have two guests on simultaneously. That's Matt Clark and Mike Silverman. They are both attorneys at the law firm of Denton's, and they're both in the Pittsburgh office. And they have a unique practice around exit planning and succession planning. But it has very much a planning focus rather than a traditional M, a practice that seems to have more of a transactional focus. We talk about all kinds of things around planning, the need for regular meetings to implement succession and exit planning. And we also talk about how ESOPs employee stock ownership plans are one of the best deals in the tax code. That's incredibly underutilized for exit planning. Mike talks in great detail about some of the benefits of ESOP. So this is a great episode for any business owner or key executive at a privately held company to consider. So I hope you enjoy this episode as much as I did. Good morning, gentlemen. How are you all doing today? Good morning. David Spray Very well. David Spray Good morning. Mike Silverman Fantastic. How are you doing, David? David Spray I am doing great, thank you. Well, I've really been looking forward to this interview because you guys really have some great experience that I think will really benefit clients of mine, as well as just listeners to the podcast. So why don't we just kick off with a little background. Matt, why don't we start with you? Oh, by the way, you guys are calling from Pittsburgh today. Both of you, correct? That's correct. Okay, so, Matt, let's start off with you. Are you a Pittsburgh native? Matt Clark No, I'm actually a native outside of I grew up outside of Philadelphia and made my way to Pittsburgh 30 plus years ago. And I call Pittsburgh home now. I went to Duquesne University for undergrad and then law school. My practice is corporate practice. I work with entrepreneurs and business owners and various areas, but a big part of it is part of their exit planning, and succession planning is a big part of our practice. And so I get to work with fantastic colleagues like Mike, who is certified, but in exit planning and succession planning. And so we just have a fantastic team based in Pittsburgh. But I'm with Denton's. We're the largest law firm in the world, and so we have the ability to work with clients on a truly a global basis to make sure that we're meeting and fulfilling all of their legal needs. David Spray Great. That's great. Well, thank you for that quick background. Now. What about you, Mike? Are you a native Pittsburgh bergonian what's the term? Mike Silverman I think they call them Pittsburgh. David Spray Okay. Mike Silverman But yes, I'm born and bred, have always lived here in Pittsburgh. I grew up in the eastern suburbs. I went to college in Baltimore at Johns Hopkins University. I got my law degree at University of Pittsburgh, and then I got a master's in tax law after law school at New York University Law School. And like Matt, I'm a business attorney and I represent middle market companies throughout the lifecycle of a business, and succession planning isn't a very significant part of my legal practice. David Spray Okay, that's great. And do you have an accounting undergrad graduate degree? Mike Silverman No, undergrad. Odly, enough. I was an engineering major undergrad. I thought I was going to become my patent lawyer, but I fell in love with my tax courses in law school, so I went a different route. David Spray Okay, well, sounds good. So one of the things that is I've gotten to know you guys that I've learned is I had a misconception that exit planning and succession planning were basically the same thing. But as I've learned more about this, there appears to really be a significant difference. Mike, why don't you share with the audience how you delineate between exit planning and succession planning? Mike Silverman Well, ever y new corporate client that I get, I ask them the rhetorical question of whether they've done their exit planning and succession planning, and the answer invariably is no. And they also have this misconception that you referred to that exit planning and succession planning are redundant with one another. And that is a misconception because they're totally discreet. Exit planning is the planning exercise we go through to identify the structure under which a business owner is going to exit from his or her business. And there's a lot involved with developing that structure. We'll talk about it during the course of the podcast, but we want to do a deep dive into your business to figure out what your goals are personal goals, financial goals, business goals, and then figure out what kind of exit structure facilitates those goals and enables you to achieve those goals. Succession planning is very different. Succession planning, what we're going to do there is to identify who are the key employees in the operation of a business. And then once we've identified those individuals, we have to identify who their successors are going to be. Are there people that are coming up through the ranks in the company, or do we have to go out and recruit people laterally so that we don't have a drop off if an employee leaves or gets hit by a bus, et cetera. But regardless of how business owner is going to exit from his or her business, we want to make sure we have very seamless and tax efficient structures in place for both the exit plan as well as the succession plan. David Spray Is succession planning a subset of exit planning, or is exit planning a subset of succession planning, or are they parallel tracks? Mike Silverman They're parallel tracks. They're totally distinct from one another, and they're not linked together at all. It's important you do both. You can't do one without the other, in my view. David Spray When you do come across folks who have done some planning, are they usually more focused on the exit planning than the succession planning they are because they. Mike Silverman Have their eye on the prize. And so they're most interested in finding out how could they can maximize the value they can attain on their exit. But it's every bit as important to a third party buyer and to you as a business owner that you have in place in the operation of your business a seamless succession plan, because we don't know when that succession plan is going to kick in and it could kick in well in advance of an exit. David Spray Okay, thank you for that. Delineation so the next question I think I'm going to direct Matt's Way, do your business owner clients, do they tend to be very proactive on their succession in exit planning or is it something that tends to fall to the bottom of the stack? Matt Clark Matt it tends to fall to the bottom of the stack. I mean, these are people who are very busy. They're trying to drive the business forward. And in many cases the last thing they're thinking about is exit planning or succession planning. They're thinking about kind of daily plans. And so you can think about that in our own lives, very few of us have a five year plan that we kind of put out there, much less 1020 kind of thinking, worst case scenario and best case scenario, but you don't know the date of your exit. And so it's really important to develop a plan, one to protect and maximize the value of the business. Everybody, every business owner is going to exit his or her business, whether it's voluntarily or know that great offer comes along and you weren't prepared or mike and I have had, unfortunately, the situation where a business owner had a sudden health issue and they were no longer there. And so now their family is left with the family members no longer there and the business is left without a leader and without a plan. And what that does is it really destroys the value of the business because there's no planning. The employees are left wondering what's going on and they haven't been included within it. So you need to eliminate or at least minimize the risks and liabilities associated with the business. You need to create a clear vision and goal for the owner, for the family, for those key employees that are part of the succession plan as to the direction of the business both before and after the owner's career has ended, whether again, if that's voluntarily or involuntarily. And you really need to make sure that this planning is creating an effective and efficient transition of the business upon the exit. So we'll tie on or tie into this later on. But one of the challenges for a business owner, particularly someone a founder, is they've invested or they view that business as an extension of themselves. And in many ways this actually harms the value of the Business. And that's where the really succession planning and saying, who can help you run this business if you're not here? And how do you move in that direction as part of your exit? It actually Helps once they Understand that and Realize that actually creates value in the business, it Aligns Their goals with the business Goals. And really, it helps increase everybody's value. Employees, the family, the owner. David Spray Yeah. So you raise a really good point that without planning, a sudden exit can result in a dramatic reduction in the value of the business. Matt Clark Mike and I had a client where we had been pushing to have a plan put in place. And the founder, owner, Healthy, was really driving the business. Hard didn't see a need for it and unfortunately had a heart attack and passed. And so the wife became the business owner, had no real interest in the business, had no experience with it, and there was no succession plan. And so we come in, and we're trying to help lead that through the process, whether it's identifying okay, now, after the fact, you're identifying who is the employee. Is there an employee that can lead this business at least through an exit where you haven't destroyed the value? So those are the sort of things with and we recognize and appreciate that the process itself can be time consuming in that you go through effectively. And we'll get into this due diligence on your own company, identifying where your weaknesses are, how you can approve those. Do you have somebody who can take over the business? If you don't? How do you bring that person in? Or what do you do to decouple yourself as the business owner from the operation of the business so that a buyer can look at it and say, there's real value here without this person being in the business? 24 7365 because That's Part of your exit Plan. You're Looking To actually move away from the day to day operation of The Business once You Sell? David Spray No, that makes sense. So I know my clients tend to try to bottom line things. So would It Be inappropriate to Say to somebody who hasn't done Planning to say to Them, well, hey, if you Don't Want to do planning, that's okay. But realize that your ultimate value of the business at the exit is probably going to be half what it could have been or substantially less than it could have been. Is that any? Matt Clark That's a fair mean. So mike and represent. We do a lot of exit and succession planning, but we also on acquisitions represent both buyers and sellers. And when a buyer is looking for a business, particularly if it's a financial buyer, they're saying, if I purchase this business, am I going to have to once the owner leaves, am I going to have to put in somebody who's the new CEO, president, whatever it might be? And that's an additional cost. And that person doesn't have the relationships, doesn't have the experience. And so you're now discounting the value because that all left with the owner. Even if there's a transition plan, what we recommend, and this is part of the succession and exit planning is making sure that you have the right people in place, that you can continue to have those relationships. And you can say to a buyer, hey, this is basically running on its own. This is so easy for you. I've set it up. Here's the plan, the succession, this person, when they leave or retire, I have three other people that I've been training and qualified. None of my relationships with my key vendors or customers are tied to one employee. They're not tied just to me. And so it really allows you to say, this is a turnkey business just waiting to generate income for you, just like it's done for me. And that's really of premium value. David Spray Okay. Mike Silverman The one thing, David, that I would augment, what Matt just said is that a lot of times we have an exit planning structure that we call an exit without an exit. And that means you have to have a perfect succession plan because once we get into the succession planning with a client, we explain to them this business has to run on automatic pilot whether you're there or not, because then a buyer has no issues with regard to your business. They know it can run whether you're on vacation for six months or not. So a lot of our clients, once they realize that when we've gone through a really well conceived succession plan with them and the owner has delegated all the control and the reins of the business to key employees and the owner can go away for six months. The owner says to himself or herself, wow. I can augment my purchase price by just hanging around for a while. So I'm not going to exit. I'm just going to collect coupons and distributions from my company, let these people run it. I'll bump up their salaries a little bit, but I'll just passively collect distributions and cash flow over the years that increase my purchase price when I eventually exit. So that just shows that how important the succession planning is and how important it is that we have a business that's transferable, that it's not dependent on the owner. The owner has delegated all those control elements of the business to key employees. David Spray Yeah, I have a general sense of this because I don't know if you know who John Warlow is, the built to sell guy, but I actually went through his program a couple of years to become a certified value builder and it was so eye opening. I mean, the other big takeaway is a business that can run without you is a more fun business to own. So, I mean, when you look at it, there's really no reason to not have a business to not have the goal of having a business that runs without you. It's more valuable, it's more fun. If you have some unexpected change, it's better. Mike, when should a business owner start exiting succession planning? I guess it depends on if you have a crystal ball, right? If you have a crystal ball and you know exactly what the future holds, then you can tell them exactly when to start their planning, I guess. Right. Mike Silverman I tell every client, and this is typically new clients because all my existing clients have done their exit and succession planning. That as Matt alluded to before. Every business owner exits from his or her business, either voluntarily or involuntarily. And as you said a minute ago, we don't have a crystal ball and we've had plenty as to whether an involuntary event like death or disability is going to occur. Involuntary events also include key employees leaving the business or key employee dying, et cetera. You can go into a free fall for things that might happen to the business owner or key employee. So I tell every new client, you can push back and delay doing the exit succession planning, but it's critical you do it today. You've spent a better part of your lifetime, significant part of your lifetime, building a very unique and valuable business, the value of which probably represents 80 or 90% of your net worth. And you need to protect that business and also ensure that whether we have an involuntary or voluntary exit, we're getting 100 cents on the dollar. We have a tax efficient exit, we have a succession plan that is seamless, that kicks in, and that all your planning is in place so that whether there's an involuntary event or a buyer comes knocking on the door tomorrow, we're ready for it. So I tell every client, we need to do this right now. David Spray Yeah, that makes so, Matt, if I'm hearing you guys correctly, that everybody needs some type of an estate plan, arguably, and those with substantial assets, it's even more critical. But what I think I'm hearing you saying is that a business owner, their exit and succession plan is just as critical as their estate plan. Matt Clark Well, I don't want to say it's more important, but they kind of all go together. And so when you're thinking about your estate plan, you have to think about the value of your assets that are part of your estate. And so if you're saying, well, my business, I think this is my exit plan, this is what I'm going to live on, this is kind of all part of the process. You're going to maximize that value by successful and well thought out exit planning and succession planning. And so again, we would say the estate plan is part of that. But before, when you value your estate, you'd say, okay, well, what is the value of my business? So there's also a group of people and advisors that we work with, whether it's your estates and trust lawyer, the accountant, the financial planner, again, the owner and their insurance, they're all tied together for really kind of a holistic approach of exit planning, succession planning and estate planning. And they are tied together. So again, they all have to be working in conjunction and the business owner has to be realistic about all of them, but thoughtful. David Spray Yeah. So I'm starting to get it that really, you could kind of say it falls under the umbrella of being financially successful in one's life. In a way, the price of that is the more financially successful one is, the more planning that's required to ensure the maximum capture of value that they've created both on the estate tax side and on the business side. And I guess the difference is somebody who's just a corporate executive, their state plan is really the heart of their issue. They don't really need the exit plan, the succession plan, because they're an employee. Okay, that makes sense. So let's talk a bit about the planning process itself. Let's get into some of the nuts and bolts, if we could, because it sounds like it's really a holistic approach. What are the different components of that planning, Matt, that comes into that? I mean, we've talked about the estate planning, the exit planning, the succession planning. Are those really the three legs of the stool or are there additional planning components beyond that that are subsets of that? Matt Clark Those are our key components. I'm going to throw this one over to Mike. I know this is his area on the tax planning and that is his specialty. Mike Silverman Yeah, I would say, David, that it's a very holistic effort that we go through a lot of steps. The initial step in the planning process is we want to hear from the business owner what his or her goals are. And those are personal goals, business goals and financial goals. Once we've identified that, then we can structure our planning around those goals to ensure that we achieve those goals through the succession plan and the exit plan. So our first step once we've identified those goals is as Matt alluded to earlier, we go through a due diligence process with the business. We want to make sure the business is airtight and squeaky clean. So we literally go through with the business owner. The due diligence checklist we use when we represent a company and buying another business, because we want to go through all facets of your business, not just legal issues, but every other issue. Insurance, benefit plans, et cetera. Just everything that you would go through if your business was being acquired. We want you to look at your business from the outside in and think about what areas of your business need protection, what the value drivers are in your business that make your business unique and give you barriers to competition. What things we need to protect through an employment agreement, for example, that has non compete, non solicitation and confidentiality to getting a trademark on your name and logo, et cetera. We want to make sure we've identified any issues that need to be cleaned up and get you to the point where your business is airtight and squeaky clean. So a buyer would have the shortest due diligence exercise with your business ever. Once we've gone through that, then we move on to financial planning because we want to accomplish your financial goals. So we want to get a back of the envelope number, first of all from your financial planner as to the liquid net worth that you need to have to retire under the circumstances and terms you want to retire. And so that gives us a reference point. So the second reference point, in light of the fact that a high percentage of your net worth is the value of your business, is we have your accountant do a back of the envelope net proceeds analysis of what you would get if you sold your business today after fees to professionals and investment bankers and after taxes, et cetera. And so once we know what you could net, what you could realize if you sold your business today, we compare that number to the liquid net worth number your financial planner has given us. There's usually a huge delta between those two numbers and it puts in the bright lights for the client how much they need to increase the value of their company. So that's the first element of planning, really. The second element of planning is really growth planning. We need to work in concert with your professional advisors to develop a growth plan where we can increase the revenues, the profits and the cash flow and the value of your business so that over time we can eliminate that delta that exists between that net proceeds number that you could get today and the liquid net worth number you need. After we've completed the growth planning. We also put in place a contingency plan because what could interrupt the time frame for completing your growth plan is if there's an intervening event, death or disability. So we typically go about securing an appropriate amount of life insurance and sometimes disability insurance to ensure that we've insured against that contingency. After we've gone through those planning exercises, we're ready to now design the structure of your exit plan. And typically in connection with designing that structure, we're going to go through a lot of different structures with you, but we're going to also make sure what Matt alluded to earlier, we don't have barriers. Things are going to be in the way to your achieving 100 cents on the dollar right off the bat on the sale of your business. And the biggest one is typically if a high percentage of your customers are coming of your revenue is coming from one customer or your business is dependent on the owner because the owner is responsible for 70% of the revenue with the client relationships. If there's a dependency, if there's a concentration issue, we want to eliminate that. And so the structure we're designing will work seamlessly. And so we go through the different structures for the exit plan and we figure out what's the most tax efficient structure from both an income tax standpoint and then a state and gift tax standpoint. And also simultaneously is achieving all the goals that you have set out for us. And then lastly, we're creating a succession plan. What we talked about earlier for. David Spray So thank you for that. But one thing I was thinking about is this concept. You've got the advisors, right, the estate planning attorney, the CPA, the wealth advisor, that who should be the quarterback on that. And I know a lot of wealth advisors end up taking that role because they find that they seem to have more frequent contact with the client. So they end up kind of taking that quarterback and proactive role. But as I listen to you, I wonder if you all should actually be in that quarterback role. And here's why I say that. Because if 80% of the client's net worth is in the business, then that's really what's driving everything, right? That's the biggest asset in the estate plan. That's the biggest asset from the financial planning. So I'm guessing that you don't just do this exit and succession planning, kind of wash your hands of it, give it to them and say, hey, if something changes, call me. Or if you're ready to sell your business, give me a call. Are you all more involved on an ongoing basis than what I might first have imagined? Matt, what are your thoughts there? I asked several questions at once. Matt Clark There no I think let me step back. I was going to say after Mike talked about the planning process and the Holistic approach, I think the answer is mean. These are clients that we work with on a regular basis and so we understand their needs and issues and risks. There is a regular check in. The only way these plans are successful is if you're checking in against them to make sure that the client is moving forward correctly or that you have to reevaluate if something comes up. That's all part of it. Maybe their goals have changed, their needs have changed. There has to be a discussion on that. We work and I wouldn't say while we take the lead on that, on the planning, we are working with each of these areas, whether it's these experts, whether it's the accountant, the financial planner, insurance. We want to have a collegial relationship where it's viewed as truly a team that we're all there on behalf of the owner to make sure that their plans and their needs are met. And so you're right. I think if 80% of the value of the company or excuse me, the owner's assets are driven by the company, and we're working with that company day in and day out, whether it's on their commercial agreements, their benefit plans, just general advice and guidance. We're there for our clients. We will help them dealing with their financial planner, the accountant insurance. It's across the board. But we're mindful that it does take a team approach so that the clients needs are met. Mike Silverman Okay, David, I would augment that by saying that one thing that falls through the cracks is that a typical business owner has excellent advisors, but excellent advisors. And getting a really well conceived exit plan and succession plan done are two different things, in my experience at least. I think that the advisors, number one, are not proactive with getting the exit and succession planning done. And secondarily, they don't coordinate with each other on this topic. And then lastly, they don't necessarily have the experience. I mean, you need to have done many dozens, if not over 100 exit plans so that you're really well versed in all the particulars of a client's fact situation and you can design the exactly right exit plan. So having a great team of advisors and getting a great exit plan done are two different concepts. So I think it's good to have as your quarterback somebody who's done a lot of exit plans and succession plans in their career. David Spray Now that makes sense. And I wasn't thinking about the ongoing commercial aspects of the business that they can reach out to you on contracts and other stuff. So help me understand what would be, from your perspective, a textbook client engagement where you all can really add maximum value. Let's say we have a business that's got a $20 million enterprise value, single shareholder gentleman in his 40s. What would kind of the ideal situation look like? Are you proactively meeting annually, quarterly? And then what other aspects of the commercial legal situation are you guys set up to handle? I'm guessing all the transactional contract type stuff that you all can be a resource, is that correct? Mike Silverman Yeah, I'd like Matt to weigh in on it as well. But from my vantage point, once we've designed the exit plan and the succession plan, it takes a long time to implement it. The growth plan takes quite a long time to implement. So we're in contact on a monthly basis, sometimes more frequently than that because we want to stay on the client because these things can drift if you're not in contact with the client, things don't get done necessarily. So we can build the engine, but then we got to fuel it. And so we're in contact with them on the implementation until it's done, and then we're working with them on all the things I talked about before with the due diligence effort, we want to make sure that you're building on once we've done that. So we want to keep you airtight and squeaky clean and help you. To grow. David Spray And Matt, what else might you add to that? Matt Clark Yeah, I think we become part of the generally, these clients, they don't have in house counsel, and so we become their general counsel for their business. We're there for daily advice and guidance, whatever they need. And it's really all aspects of their business we're able to assist them with and try to give them advice and guidance. Understand now that we have a clear understanding of kind of their vision, their plan, where they want to be, our goal is really to help them to get there in every aspect, whether that's, again, even on the hiring of employees, if they want our advice. I know that Mike and I have sat in on interviews when they're interviewing key employees for their business because that's part of our role, if that owner wants us to be involved in that. So we really become part of the management team and we're tied at the hip with the owner. Our goals are aligned with theirs. David Spray Yeah. And you're helping me kind of better understand this because of the due diligence you're doing on the front end, you have a better understanding of their business than if they just say, hey, I need to have a contract drafted, and they ask their golfing buddy, who should I call? They call up the attorney. Like, I need a contract. An attorney. In that isolated basis, it would be much more difficult for them to provide contextual advice right. Without understanding the whole situation. Yeah. Matt Clark You don't know if that client is going to be the key client or if it's just kind of a one off or what their risk tolerance is, where they are in the process. Kind of the lifespan of the company. Are they looking to have an exit in two years, five years, ten years? It's just kind of in the abstract. And so, again, we're happy we work with clients in that way, but what we really enjoy is helping them plan for their future success of the company and then helping them drive that success. David Spray Yeah, that makes sense. And it sounds like you guys frequently work as a team serving your clients. Could you help me understand the roles you all play in that teamwork? And I guess the other benefit is there's a lot of overlap too. Right. So from the client's perspective, they're also reducing their key attorney risk right. By having two of you that know their situation. So, Matt, when a client asks you, hey, why do I need two of you? Isn't it cheaper for me just to have one of you? How do you answer that question as far as how you guys work together and the expertise you bring? Matt Clark Well, first off, I'd say we complement each other. My practice is a corporate general practice and an M and a practice. I did work eleven years in house at a variety of companies, and I've worked with early stage companies all the way up to publicly traded companies. And so I think I have a really good vision of what it looks like for a company to grow the day in, day out needs of a company. I can be the client's in house counsel, but I'm their outside advisor as so, you know, the one thing I'd say is the client is never going to pay for Mike and I at the same time. We have this arrangement where we're both on a call with the client. One of us is not going to bill. They just don't experience that we understand the needs of the client and what I really call value based billing, they understand and have to feel like they're getting value for what we provide. And we think we really do provide value to our clients both short term and really with the planning long term. And that's our goal. We want clients that are going to be, that will be their counsel, not just for the review of one contract, but to help them grow their business and really look back and say, that was really great working with you. Let me give you the name of I'm going to tell one of my friends, my colleagues, somebody I know, they should work with Mike Silverman or Matt Clark. And so that's ultimately and with denton's. David Spray And so that's what we look, you know, I thought I've got a pretty good understanding know, the roles that all the advisors play, but you guys kind of just keep throwing me for a loop here, because when I think of an M A advisor, I think of a very transactionally focused advisor, where a substantial portion of the lifetime value of that client comes from that single transaction. And thus, by necessity, it seems like they need to really maximize the value of that client. But what I hear you guys saying is you take a different approach. You take a long term approach to the relationship, and because you're taking that long term approach, you don't have to bill for both of your time every time you're on a call. And so in the long run, if you think about it from like an hourly cost, the client's actually paying less in the long run because so it's like a two way street, right? If the client says, hey, I want you guys to be part of my long term team, in exchange for that kind of long term commitment, you're able to be able to take a long term perspective and not be hyper focused on how much revenue that client delivered this month. Does that sound right, Mike? Yeah. Mike Silverman Another example of that, too, is most clients think that a sale to a third party buyer, a strategic buyer, whatever, is nirvana. That's the best possible exit structure for them. And it's a great exit structure for a law firm and an accounting firm and an investment banker because it generates enormous fees for all of those professionals. I can tell you that only a small percentage of the exit plans that Matt and I do involve a third party buyer. Most of them are a different structure where the revenue that is paid to the professional advisors is a fraction of what they'd paid if they did a third party sale. So we do what's best for the client, and there's a parade of horribles that the client isn't aware of until you delineate it for them associated with a third party sale. And we can get you typically 100 cents on the dollar with a different structure, whereas with a third party sale, there's a lot of different results that might be obtained. David Spray Yeah, and I want to talk a bit more about that because when I heard you on Lori's podcast a year and a half ago, that really intrigued me. But back to the question as far as what roles you and Matt serve when working together as a team. So it sounds like like it sounds like he has more buy side experience from large Acquisitive companies. Is that accurate? And you've got more of a focus on the tax consequences or help me understand the delineation. Mike Silverman Matt is very strong as a corporate lawyer, and he's got a significant buy side and sell side practice on the M A front. I have no M A component to my practice. My practice is strictly general corporate tax and exit succession planning. And so but we complement each other, as Matt mentioned earlier. David Spray I see. No, thank you for that clarification. Now that makes even more sense to me. So what I would like to do is I'd like to kind of shift gears and talk about the whole concept of internal sales ESOPs. And again, from your interview with Lori, it just really resonated with me that of all of the benefits of an internal sale and quite frankly, I really rarely hear M A attorneys talking about. So just talk to me a bit more about why do you never hear about internal sales? It's like the thing you always hear is there's a financial buyer or there's a strategic buyer. You always want the strategic because they'll pay a premium. And that's kind of the end of the story. And due diligence is going to be horrible, and the buyer will retrade at the last minute and a lot of a significant portion of the deals never close after months of painful due diligence. But there's a third way. So why don't you talk to us, Mike, about some of the benefits of, I guess what I'd call the third way. Mike Silverman Okay, well, as a preface to describing the indirect acquisition or internal transaction, I think that the reason you hear about it so little is that M A lawyers, corporate lawyers, they're driven. I mean, it's almost automatic pilot for them to drive you to a third party sale because that's what they know that's where their experience lies. Their experience lies with working with an investment banker and getting the highest amount and as many cents on the dollar closing as they can and so forth. And unless you're a pretty experienced exit planner, you're not going to be at all familiar with an internal transaction. And so what I say to every client to dissuade them, to get them to look at an internal transaction is I said, here's the pros and cons of a sale to a third party buyer. If you sell to a third party buyer, the big pro to me is an investment banker is going to find you a strategic buyer that's going to pay you more than the fair market value of your business. So that's a big pro. The cons that I have with a third party sale and as I referred to them before, it's kind of the parade of horribles is number one, you're going to pay large professional fees to a law firm, an accounting firm, and a very big fee to an investment banker. I mean, you're talking high six figures, maybe seven figures in fees for those items. Number two, you're going to have a purchase agreement that has 25 representations and warranties about your business that you have liability for. And you're going to hit in that agreement an indemnification section that makes you liable for up to 100% of the purchase price. So when you close on the sale of your business, you're not sleeping all that well at night with those two factors at work. David Spray And the third one that bothers me a lot is you typically don't get 100 cents on the dollar. There's typically a promissory note or there's contingent purchase price, which we call an earn out that's dependent on the business achieving certain milestones down the road, and someone else is running your business relative to those milestones now. So I don't like any of those dynamics. I want to come up with a structure. I like to implement a structure that eliminates all those things, the fees, the earn out payments, the deferred purchase price, et cetera. So the structure that I use that I refer to as an indirect acquisition is a lot of my business owners are very loyal to their key employees. David Spray And what they tell me is, in a perfect world, I'd like to transition this business to the management team, to the key employees who have gotten me to where I am right now. And I want to incent them to facilitate my exit from this company. They don't have the wherewithal to take out a loan, guarantee a loan. They don't have the cash in their pockets to buy me out. So how can we do this? What my structure is, it's three simple steps. David Spray I have the business owner exchange his or her shares of stock in the company, which I call a recapitalization for shares, for a small number of voting shares and a large number of non voting shares. So after that step, the shareholder or the business owner might have three voting shares and 997 non voting shares. Step one. Step two is we identify in the succession plan who are the key employees of the business who drive it right now and who we want to incent to drive it in the future, drive the value and the cash flow in the future. David Spray And we're going to grant to them a small percentage of the non voting stock in the company, maybe 3-4-5 something like that. And we're going to tie to that a very long vesting schedule so that they won't vest in it for maybe a ten year period. And I tend to use a cliff vesting schedule. So unless and until you've given us ten years of sweat equity, you don't vest in this stock we've granted to you, you own it, but it's subject to forfeiture if you leave in the next ten years. David Spray Let me just be clear. So a cliff is opposed to like a pro rada where exactly? If it's a ten year schedule, say they earn 10% because of the cliff, that gives the employer more ultimate power, I guess, over that. Yeah. David Spray The two problems I have with the prorata vesting are number one, the key employee could walk out the door after four years and they're 40% vested and that doesn't sync up with the exit schedule for the owner. So that's not helpful to me. I want the timeline for that vesting schedule to sync up so the owner can be fully bought out by the time you're vested. So you're either all in with your sweat equity or you're not. And this is also a tremendous incentive tool with the key employees because the third step is we enter into a shareholder agreement between the business owner and the key employees who got that 3% of the stock. And that agreement says that the business owner has a right, a put right, meaning he or she has the right to require the company to buy a certain percentage of his shares over time. And so as those shares are purchased by the company through the cash flow that these key employees are generating, little by little, the owner's percentage is going down and the key employees are rising from three and 5% to 20% and ultimately to 100%. So the structure, if you think about it, creates a win win environment. It's a huge win for the business owner because that owner stays in control of the company with the voting shares till the bitter end, until all of his or her non voting shares have been purchased by the company. Number two, they don't have any of the cost downside risks associated with a third party sale. They're going to get 100 cents on the dollar and oftentimes the fair market. We have the purchase price equal to a floor value or the then current fair market value. So they may get in excess of 100 cents on the dollar. And the owner also gets to achieve his or her goal of transitioning the business to his management, his or her management team. On the flip side, it's a win for the key employees because they're not paying for the business. The cash flow of the business is buying out the business owner and they gradually, just by contributing their sweat equity, are going from 5% to owning the business in total over time. So the structure creates a huge win for both sides and we eliminate all the prey to horribles I talked about with a third party sale. David Spray Yeah. And this is usually what you're describing. Is it usually using an ESOP structure? David Spray Sometimes it's an ESOP, sometimes not. I'm a big fan of ESOPs, ESOPs as a tax lawyer, it's the last safe haven I have in the Internal Revenue Code, frankly. And so an ESOP I use in my exit planning quite a bit. My 1st 25 years of practice, I did very few ESOPs the last few years of my practice. I mean, we're working on three ESOPs right now. The acronym just stands for Employee Stock Ownership Plan. And that's a qualified retirement plan. And so we can set up a qualified retirement plan to buy some or all of the shares in a company from the business owner. And there's enormous benefits to doing that. The typical business owner owns a flow through entity for tax purposes, an S corporation or an LLC tax as a partnership. And so if we have an ESOP buying an ownership interest in a flow through entity, let's just say that the ESOP buys 50% of the stock in an S corporation from a business owner. Now, all of a sudden, 50% of the income of that entity is tax exempt. We don't have to pay taxes on. David Spray It anymore because the ESOP owns that 50%. David Spray Yeah, and the ESOP is a tax exempt qualified plan. And so the ESOP gives us a lot of benefits in the exit planning sphere because number one, the cash flow of the business is going to go up significantly because tax dollars are no longer being paid ever again to the state or federal governments. Number two, the owners of the beneficiaries of that ESOP are the employees of the company. So now, all of a sudden, you've created an incredible incentive compensation tool to retain your current employees and incent them to grow the value of the business as well as a recruitment tool, because you can tell every new employee that comes aboard. You're going to be a beneficiary of this ESOP, and you're going to be an indirect owner of the company. That's why Anderson Window Company, for example, says they're employee owned, they're owned by an ESOP. And so their employees are very proud and very happy to be owners of Anderson Window Company, which is a big valuable company that obviously was owned by a business owner one day, and it got sold to an ESOP. So ESOPs are a big part of our practice as well. David Spray Isn't there another benefit to an ESOP that's like, similar to a 1031 exchange? David Spray Yeah, there's another code, section 1042, that says if you sell stock in a C corporation to an ESOP, then you can take the proceeds and redeploy them in the stock market, and you don't have to pay tax on those proceeds. You can defer your gain recognition as long as you hold those publicly traded securities in which you've invested the sale proceeds. Once you ultimately sell those publicly traded securities, then you pay your gains, but you could hold those securities for a long time. You could hold them till death and get a basis, step up in them and never pay tax. So 1042 gives you an advantage. If you're a C corporation, you sell stock to an ESOP. David Spray So, ma'am, this has been so much fun, and I still have a bunch of questions. We may have to just have a round two, but I always love some success stories. And so help me understand kind of what kind of an ideal client looks like for you all. I'm guessing a half million dollar revenue solopreneur is probably not the right fit. Or maybe the other way to look at it is maybe each of you give an anonymous client sort of success story. And maybe through that we can kind of illustrate what the kind of typical clients like. Matt, why don't you go first? When people say, hey, what's the perfect company for you guys? What are the attributes that you think you can really add a lot of value to a company? Matt Clark So I have a client that I helped form the client and again, very early stage in a somewhat niche market and set up the company. Asked him what his kind of went through the exit and succession planning to make sure that as he grew his business and he literally started with four employees and within five years had 30 employees was in a really attractive market. But part of his goal was he wanted to truly exit the business and didn't want to be in it any longer. And he was looking to just truly maximize his value, understanding he might be willing to stay on for six months at the most. And so we went through, we helped him set up his benefit plans. We made sure that his IP was protected. It's really important, both trademark and here. He had some patents he was selling us and internationally. We made sure that he was complying on his export compliance. We made sure since he was selling both at his location in Pennsylvania, but he was also selling outside of Pennsylvania, that his tax regiment, that he wasn't going to be hit with sales and use tax and failure to pay that in all of the jurisdictions in which he was supposed to. And so we look at clients and say, we're going to help you grow your business from two or three employees to an exit that is upper seven figures. I mean, it was a great within a short time period. And then this is somebody who is, to be candid, young enough that once his non compete runs out, he will be back to us. We've set up his estate planning and so he's coming back to us already and saying, what if I want to invest in real estate? What if I want to invest? And so we're coordinating with his financial planner, with his accountant, with his insurance, and we continue to do that post exit. And so it's really a case of the plan worked and then are we continuing to help him plan moving forward, as he says? Although I left that business, we found that entrepreneurs are entrepreneurs and founders are founders and they might take some time off, but they're going to come back. And so, again, that's the long term where Mike and I work with these clients. And it's not just I'll call it transactional one transaction. It's really looking at kind of the long term and working. He has a family. We've set up the family trust for him. And so it's a relationship that I expect that will last for ten to 20 years. David Spray That's great. I love examples. Mike, do you have an example, a client success story example, that you could just tell us a bit about the company? Mike Silverman Yeah, I can give you, actually two very different ones that I can describe very quickly. Actually. One was an exit plan where I used that very internal transaction that I just spoke about. This was way back in 2007, where basically we put in place the structure I described and the husband and wife who owned the business, they cashed out way back in 2007, maybe at $6 million, by gradually having the company buy their shares. So the management team succeeded back then to the ownership of the company. And fast forward to today. The management team is going to sell the business for, I think, about 23 million. So the business has gone way up in value. That management team didn't pay a nickel. They just contributed their sweat equity all along and stuck with the plan. So it was a good exit for the husband and wife. They were very happy with getting 100 cents on the dollar way back when. And the management team is thrilled to be selling the business today. David Spray For four times what they paid for it. Mike Silverman Basically, yeah, four times. So they grew. I mean, the number of employees and the revenue and everything just skyrocketed. So that's part of the explanation for the soaring in value. A very different transaction was I got referred to a seller who owned a C corporation, and I represented him in selling his stock. This is back in 2014 to an ESOP, and ESOP was buying all the stock in the company. And I didn't represent the company or the ESOP, so I represented the seller. And the purchase price was not that large. It was only $4 million, I think. And the company took on debt of, I think, 3 million and used cash on the balance sheet to fund the other million. After the transaction was completed, the company came to me and said they'd like me to be their counsel. And so I immediately told them, we got to convert you from a C Corp. To an S Corporation. So you're a flow through entity, and all your income will flow into a tax exempt vehicle. That factor alone has caused the company to I mean, the company is still in place. It's owned by an ESOP, and all the employees are beneficiaries of that ESOP, and the employee ranks have grown quite a bit since 14. But the value of that company today, because the ESOP has to go through an annual valuation, it's like $21 million. So the company has grown fivefold since 2014, and the biggest factor in that is 40% of their cash flow is being retained. It's not going to the tax authorities anymore. So that, to me, is a real success story just by making an S election in that structure. David Spray Wow, this has been such a content rich show. Like I said, I may want to have you guys come back in a few months and go into some other things. But with that we're approaching an hour. Why don't I just let you guys kind of each give any parting advice you may have for business owners as it relates to exit and succession planning? And Matt, why don't we let you go first? And Mike, why don't we let you take us down the home stretch? Matt Clark I think exit and succession planning is I think there's a saying, the best time to plant a tree was 20 years ago. The second best time is today. And I think exit and succession planning is the same way. The best time was when you first started the business, but the next best time is today. And so to the extent you haven't started, now is the time. It's never going to get easier if you look forward and say, well, give me six months. Give me twelve months. And Mike and I have heard that, and we really encourage our clients today is that six months. You don't know what the future holds, but why don't we put some contingency planning around it and help you build the value of your business and be that kind of crutch for you that you can count on and rely on to execute on that? So we're here for our clients, and ultimately, we're here to make sure that they meet their goals. And the best time to do that is today. David Spray And how do they start that process? Just give you a call or send you an email. Matt Clark Yeah, it's just reaching out. And then we set up a series of meetings and kind of walk through. It's a time consuming the first item is the diligence. Well, I think, Michael, the first thing is understanding what their needs are, their goals are, and then understanding about the business, if it's an existing business going through and doing diligence on it to make sure that we understand where the issues are and then have a very candid conversation of what they think the issues and risks are to their business. Most business owners know. I mean, they really do understand what the weaknesses are and what they need to do. It's hard sometimes to kind of open up on that. David Spray How does that work in terms of the cost? Do you guys do a preliminary phone call at no cost just to kind of get to know one another? Matt Clark How do you all absolutely in the beginning for those the initial meeting and call, and there's no expense for that. We don't charge for that. Again, we look at things long term. It's a marathon, it's not a sprint. And so we're not looking to make our fees on those calls. The ultimate is we want to build a long term relationship with the business owner and the company and really build that relationship for 510, 20 years. Whether they sell that business and they look to enter into a new business or their future endeavors, we want to be there with them. David Spray Okay, now that sounds good. Mike, what's your parting advice? Mike Silverman Well, at the risk of bombarding you with trite expressions, I'm a big fan of the expression yesterday is history, tomorrow is a mystery, and today is a gift. And that's why it's called the present. So there's no time like the present for getting your exit and succession plan done. It's imperative because you don't know what the future holds. And the thing that I noticed about all the exit and succession plans that we do is the business owner starts out by saying, this is something I have to do, just like an estate plan. But as they do it, they really enjoy it. They learn a lot about their business. They're looking at their business from the outside in and they get enthralled and engrossed with it, and they enjoy the process. And when we get the process completed, they have a sense of comfort and they have a sense of accomplishment. So it's something that initially you say, it's something I got to do, but it's actually not a burden. It's something that you should embrace and then enjoy. It's an opportunity, it's not a burden. David Spray That's a really good point. Yeah, because you said it well, I don't really have anything more to add. Well, guys, this has really been fun. And this is only the second time I've had two guests at the same time. And the last time. Was a law firm as well. It was two attorneys who had substantial IC disc experience, so well, again, I really appreciate your time. I'll have your contact info in the show notes if anyone wants to reach out to you and any parting words from you guys before we wrap up. David Spray What was that, Matt? Matt Clark Thanks, David, for having us. David Spray Oh, sure. It was my pleasure. There's a lot of great stuff here, so let's go ahead and wrap it up. I'm not sure why my recording is not stopped. Let me just. Special Guests: Matthew Clark and Mike Silverman.**

In today’s episode of the IC-Disc podcast, we sit down with Jackie Campbell, a savvy CPA, founding partner of a thriving firm in Tampa, and the engaging host of her own radio show and podcast, Beyond the Money. Jackie generously shares her firm's unique 360-degree approach to financial planning, propelling clients towards a secure future. We dig deep into the importance of believing in oneself, the necessity of having succession plans, and how to stay connected with clients. Jackie highlights the importance of strategic planning, building generational wealth, and her passion for helping those in the "retirement red zone" and first responders.

SHOW HIGHLIGHTS * Jackie, a CPA and founding partner at a firm in Tampa, Florida, shares her firm's unique approach to financial planning. They take a 360-degree view of their clients' financial history and patterns, and use these insights to strategically plan for the future. * Her firm has created the 'hero package', a document storage system designed to prepare clients for unexpected life events. This has proven to be an extremely beneficial tool for clients and their families. * Jackie also runs a radio show, Beyond the Money, where she promotes financial literacy. She shares her clients' successes and educates listeners on various financial topics. * She transitioned from radio to podcasting to delve deeper into financial topics. This medium allows her to explore complex subjects in greater detail and share her wealth of knowledge with a broader audience. * Jackie believes in the importance of self-trust and confidence. She encourages listeners to believe in their capabilities and not be overly concerned with others' opinions. * She emphasizes the importance of having a succession plan for businesses. Having a plan in place can prevent confusion and complications in the event of unforeseen circumstances. * Jackie's firm serves clients all over the United States and Europe, focusing particularly on those in the retirement 'red zone' and first responders. Her unique timeline process helps clients plan for upcoming life milestones. * She advocates for progress over perfection. She believes that being organized and having all important documents and passwords in one place can make a significant difference. * Jackie's firm is considered a full-service planning firm. They collaborate with attorneys and other professionals to provide a comprehensive 360-degree view of their clients' lives. * Through her radio show and podcast, Jackie has been able to interview celebrities and share their personal financial planning stories. These interviews provide listeners with a unique perspective on financial planning and management.

LINKSShow Notes

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About Campbell & Co

**GUEST

| | Jackie CampbellAbout Jackie |**TRANSCRIPT (AI transcript provided as supporting material and may contain errors)

David Spray Good morning, jackie, how good morning. Jackie Campbell I'm doing ve past the summer storms, he will be doing good yeah. David Spray a native of Houston, texas, the Gulf Coast, summer sto part of florida, are you? Jackie Campbell I'm right, just north abo right there in the center, the west coast. David Spray Okay, and that part of the state. Jackie Campbell I but I'm originally from t florida panhandle, where t beaches are up near Fort nice, and what brought yo part of florida. Wow, my and he was in law enforci with the state of florida here for his very first s of Tampa and we've been h 10 years now. David Spray And I guess in your career it was z started there as anywhere up here at University of in Tampa and you know it working. Jackie Campbell The next thing y firm one of the youngest state of florida having m have kids and they start history. David Spray Oh, that is awes before you. You, you struck. Jackie Campbell Well, I started with the. Even knew what a CPA was high school. I kind of fou job when I was in college sort of kind of all, came bit of experience in diff and public accounting be had my college sugary, so a few different things p and decided that public a more my line and kind of head of schedule of havin a lot of ideas and you kn it your way, I guess is t any specific event that the move or well, having t had this great idea, you think we're smarter than two toddlers and I thought more time with my kids. David Spray I and you know that lasti and you know three employ to get an office locatiin and just kept going from would imagine, because I m started our career probab, back when we started our weren't as kind of family are now, or they that that will train you very well. Jackie Campbell Larger firms, the regional, expect you know a lot f. David Spray Okay, so you started your. Why don't we just kind of the firm? What would you, your clients say, make your than just the average CPA? Jackie Campbell think just experience has right. I think that is on is different. One thing t clients is just the trust and you know you would t really easy to earn or to, but you know that's not, and we've been in busines over 30 years so that's working with not only one. We go into the second and whether it's a small busi or whether it's just an, I already been retired and so I would say that pretty, we are a planning, firm th thing that we do a little. We don't just look at hist, our historians looking at happen. I think we have an unique ability is to be a going on now what the pa and what that pattern is, be moved forward and plan strategic, being tactical along the way as those ma come along the planned on. So I think that you know the 360 degree lens is re became duly licensed as f. We were allowed so back the first time a CPA acti than one license because a responsibility and the know been regarded as a. So just looking at that f with attorneys, collabori, make sure that we get tha and what the advisors are, the strategy, what that' does take place. David Spray Yeah, I I've always thought that presented themselves that for CPA firms because you know the trusted advisere communicating with your cl annually just because of compliance and it just se for whatever reason it j of CPA firms have maybe d but really weren't able t practices very well. So y life from your client's p to have kind of this one. Obviously the legal is st with somebody else for th three legs of that stool, the planning and financia, the legal you're covering. That sounds great and th guys end up typically bei, would you say, because yo at like a state planning in the attorneys for that many plans are created. B would do you all have you that, or is that pretty much and the attorney to to imp. Jackie Campbell I would say it depends on. Some people are really n always looking and learni what options or oppurtunit for them, so they will su ideas. Sometimes it's jus conversations. You know a plan, it's just very we isn't sure. But yeah, we role. Quite often I had s through the years where s an attorney, they would h, they would have a trust a be titled in the trust, a advisor or the insurance having a certain plan or ramifications of their t legally can't talk about, I can't talk, I can't dis to talk to your accountso prepare and then as the C kind of cleaning everything. Wait, you have a trust W all your financial account. It's just about pulling t and making sure that is t in direction that you're that road mount together. The other day, the one th it's in the water is the. The same story. It's hard. Professional advisors you advice and see a lot of p challenges and the oppurt when it comes to yourself, to the scenario. David Spray Yeah th the shoes situation right, you all are. You also set, in addition to the planin, the implementation, as far you know, insurance prode funding vehicles in that. Jackie Campbell Yeah, we're considered a firm. So you know, pretty with money we're able to with someone and find a s, someone who actually spea either tax law or that str, to look at it as products. It that way we look at I trying to get to and to a best, most economical way that makes a lot of sense. David Spray You have all those capabil umbrella because I have s a heavy planning focus b on the independence that actually implement the pro. You have to rely on you, commission, you know dr person let's say to do t, then that can be kind of know, you don't necessarily client over to somebody h a more aggressive style th. I think that's great that to really do it all. And to that that, what do you? The 360? Jackie Campbell Yeah, the 360 planning. David Spray Okay, yeah, no, like a great, a great dis you do so talk to. So w now shift gears. I'm rea you do. In the media world you have a radio show y which came first, the rad the book the radio show been doing that for about. Jackie Campbell I think it's a little over radio in the Tampa Bay area, as someone who was really mom would always say oh, her from behind my skirt looking for a place to h. Funny how the thing that most when you're younger develop and that's your s to be and you know I th there. You're always tryi a little bit but I love that I work with and they and really I think help for radio because I come a lot of things to say S so many individuals and f family and the hard one w. It just makes it so natu. Able to actually pull multiple professions together and pull that full Three sixty together for someone is just it. To me that's so rewarding because not everybody can see multi dimensional aspects. Radio was first. We called our radio show beyond the money. That's because it's really beyond the money. It's about what are you trying to get the freedom to do with your life or your business? What are you trying to grow into? Multiply and freedom of relationships, freedom of purpose those are things that we hear from Dan Sullivan, the founder and strategic coach and it. And when you just really focus on you, what are you trying to get the freedom to do, not just the freedom from doing. I think it's a totally different mindset. David Spray Sure is your radio show like the weekly show. Jackie Campbell Yeah, we have. We do air the same show on Saturday and on Sunday as well, and then we have podcast that came as a result a few years later, and that's the beyond the money podcast. David Spray Okay, so as far as the radio show. So what station is it on and what time is it come? On? Saturday and Sunday. Jackie Campbell Yeah, it's W X, j B, it's a local station and ninety nine point nine here in the Tampa Bay area. But you can I mean these days you can access everything all over. David Spray And then do you have calls callers that call in with questions. Is that kind of the format? Jackie Campbell We do not take live calls because highly count compliance, regulated industry. Oh sure, we don't do that. But sometimes they will call the radio station and they will leave a question for me to talk about. And I do a live conversation on Wednesday mornings with the morning DJ just to talk about what's going on in our area and if there's any changes in law changes and sort of just kind of finger on the polls. David Spray Wow, that's so, that's great. So that that ended up leading to the podcast. And so how do you view the podcast differently than the radio show? What are the kind of pros and cons of the podcast versus the radio show? Or is the podcast just a rebroadcast of the radio show? Jackie Campbell It's kind of a combination. We have a little over 250 episodes on our podcast and it's a little bit of combination. Sometimes I have what we call on tour interviews. I've had the pleasure to interview Reba McIntyre, yeah, in Nevada, and we talked about mama and the rope and pen and she's he's great she's just who you see on TV. Who you see on stage is exactly who she is in person Martina McBride. You know quite a few others get the pleasure to go to Nashville here in a few weeks and interview a few as well. So we do take some celebrity interviews and those are just more on a personal level, and then it could be some professionals that we work with, we collaborate with here in our area and we have them on as guests as well. We have a licensed mental health counselor, because you know emotions and is certainly all about your financial picture for individuals and business owners, and we have a quite a few other professionals that will have on from time to time. David Spray Okay, that really sounds great, and then it sounds like the last piece of the media stool was the book. Is that right? Jackie Campbell Yeah, this is something that I've been thinking about for a while. You know what it's. There's a concept called the 90 minute book and I said it took me nine years to actually hit 100%. But you know, sometimes things just happen when they're meant to be and this is just something. It's some of that really hard one wisdom that I was talking about. You know, you don't really know how challenging it is to go through cleaning up Financial records from someone until you experience it up close and personal. And I've seen many families do things right and I've seen the outcome of that and I've seen them Just have a total mess. Nobody knows where the keys are, literally and for figuratively, you know, for their financial life, and it's just such a stressful time both you know, emotionally, physically and mentally, and then Figure out and put the puzzle together. I came up with a book I have a what we call a hero package and my wind file came first. That came about eight years ago and that's a document storage system For how to gather all of your important documents and your passwords and you know who are your professional advisors and really what are the succession plan steps that would need to take place. So sort of giving, like an owner's manual. You know how to run my life without me if I'm not able to or not here. So just a real gift for your loved ones and your next to can and your family members. David Spray So I'm curious about that. Talk to me a little bit more. So you talk about the hero file, and then you talked about something else when my wind file W H E N. You, having my southern accents, sounds not sure which way to say it but it's my wind file when the time comes right. Jackie Campbell It's just a really go to book. We never know what's going to happen, doesn't matter how old you are, how young you are sometimes life just happens, and it's just a really great way to collect all those things, and that was the very start of it. The book that I just released was be prepared, creating peace of mind for you and your loved ones, and it sort of ties it all together ideation behind it, my why, my personal why, and also just some highlights of you know what to have in your black book or your lock box, whatever you call it, just just to make it a little bit easier for those that you love and care about the most. David Spray Sure, and I guess the one of the great things about your practice and your comprehensive, you know, 360 degree view of your clients lives is if the only planning they do is just tell their loved ones to call Jackie, that probably get some, you know, a lot further ahead than they would be if they didn't have a Jackie, right. Jackie Campbell That's exactly the point and so many of my clients have said that. I just told them call this person right here and she will know everything, she will know. And you know I just got another one of those calls this week from one of my clients. You know both. Both the parents happen to be sick and not doing well and the kids came in from out of state and of course they knew, called Jackie Campbell and she'll be able to help you navigate through some of these things and work along with the attorney, and you just never know when that time is going to come. And that's I take that as an honor to be able to do that. Another long term client just passed away a few weeks ago, very, quite young, and you know the family is. You know we're actually going to be meeting in a few days here and going through some of the things that we've been doing. You know I really value the relationships that I'm able to build with my clients and I think they're often at a much deeper level because of the trust and because of going the extra step to be on the money not just how much money do you have, how to invest it, where to put it, do you have life insurance, do you have your state documents or are you in compliance with the IRS? It's just really about thinking at a much more personal level with them and kind of always looking and planning ahead, because not everyone has that skill and ability. David Spray Well, it's a good thing that that you're a big fan of strategic coach and Dan Sullivan's approach to life, because it doesn't sound like you're going to be able to retire anytime soon. It sounds like there's too many families depending on on you to just be able to just decide you're done and just disappear tomorrow. Is that a fair assumption? Jackie Campbell That's a fair assumption. Yes, as long as you love what you're doing, you know there's really no reason to stop. It's truly about that's one thing I learned from Dan Sullivan is, you know, having whatever you're doing, your life is short and really enjoy what you're doing and have a purpose for what you're doing. And you know, compliance wasn't my thing. I mean I could do it. I started at a very young age and, you know, before computers even did the tax returns for you. So you really learn With the pencil and the eraser, you know, as the numbers carried page to page. But just being able to go that, that higher level, I just really am blessed that I am able to take my unique abilities and just help somebody else kind of tie those things up with a bow. I'm a big fan of enjoying life and confetti moments and you know people have this idea or ideal that they want this hallmark type life. And OK, what do we need to do to work towards that? It's probably never going to be ideal, but enjoy the confetti moments that come along the way and celebrate them, because we don't know how many of those we're going to have. David Spray What's the example of a confetti moment? I really like that expression like graduations, marriages, child or, you know, child being born. Jackie Campbell Yeah, well, those are the big ones, right, and those are the obvious ones that people think about. They have dinner, they do flowers or balloons or whatever birthday cake. But it's also the smaller ones that come along the way. Maybe you're reaching a goal or a milestone or you're like, if you're a business owner, it's your largest quarter yet, or you've reached your dreams. Check, it could be a lot of different things. Maybe you finally got the right team in place that you're able to take some true free time. It could be a lot of different things that go along. We look for confetti all the time around here. We just had to find the ones that were easier to clean up because we were having a mess. But you know, the last day of tax season, our staff is real, our team is just loves the throw in the confetti. This year we celebrated our 30th year in business and just having that celebration you know, my family was there, team was there, their family and some of our long term clients and just being able to share the appreciation and the gratitude that we have with them confetti just a lot of fun. David Spray That's awesome. You mentioned your personal. Why, if it's not too personal, what is your personal why? Jackie Campbell That is when my dad was sick. You know you spend our I had spent, you know, two thirds of my career helping others that weren't related, and they were. You know I built a relationship with them and helping them the parents, the moms, the dads, the grandparents get ready for the next generations and I had not really paid attention to my own family, the ones I love and care about the most, and I guess I had it's just you always like wish you had done things. I should have done this. I should have done that when my dad was ill, in the last 30 days of his life in the hospital. You just realizing some things that should have been done and how difficult that was. You know my mom was the CFO of the family and she knew where everything was Any insurance, any medical record that the doctors asked for. My mom was able to go and pull it out of a file cabinet. She was really organized. My dad would not have had a clue where the passwords were, how to turn on the computer. He worked on the military base totally different career and mindset and most families have one CFO that pays the bills and does all the filing. And if you look at where we're at now. I guess 20 years ago we didn't have all the electronic files, so you were able to wait 30 days, wait 60 days and you're gonna get a letter from whatever account or safe deposit and you're gonna get an invoice or something in the mail. That doesn't happen anymore and we have so many things in the cloud on computers, on tablets, and if you don't have certain keys or pens or passwords, you can't even obtain obtain any of those records or documentation. So that was just a real big eye-opener that, wow, my dad probably isn't the only person that would have been in a jam and I would have had to really help comb through every piece of paper because I didn't know what my mom's filing system was. And you have this concept and this idea that your parents are gonna live forever and while he did pass away at a young age, the time goes by so quickly. So that was my personal experience. And I do remember when we were in the hospital and the nurse came in and said this room is in dire straits today. So whatever they need, they get. And I just thought, dire straits. You're right, that is so true. You get to that dire straight point. And one more thing would just be unbearable to have to go find accounts and where's the money and is there life insurance? And many people, especially the older generations, they keep money and finances really close to the vest. So it's just a way of having let's talk, let's have that conversation, and I'm just so blessed that the feedback that I've gotten from my family, my clients and those around me saying wow, I'm glad somebody's really brought this to my attention that you might need to leave a little bit of a cookie crumb trail for someone else behind you. David Spray Okay, so thank you for sharing that and, if I'm understanding you correctly, you're saying that before your dad's illness you'd been helping clients at a certain level. But then it really you experienced at first hand how difficult it can be to try to while you're dealing with end of life health issues but also dealing with layering onto that getting passwords and other stuff in order and you're saying that experience personally gave you kind of a newfound insight and passion to make sure that your clients were not in that situation. Does that about summarize it? Jackie Campbell That completely summarizes it, yeah. David Spray Well, that's, and how long ago was that? Jackie Campbell That was about 10 years ago. That happened and I knew I wanted to write a book but it took me a while to get to it. And I did get 80% of the book done. But it was the personal why that I couldn't get past making that and I thought about that for a while, off and on, and I thought, oh, I've got to get that done. It was on my list of goals every year finished my book and it's just a short read. It's not a very thick book. I'm not a big. I normally will skip chapters if it's a big book anyway, get the most important parts out of it. But the main thing is to inspire people with this book and the final way I was able to get that executed was I realized that it wasn't about me, it wasn't about my dad, it wasn't about what I did or didn't do. It was truly about helping others be the hero of their family, Because we really I would say the majority of the population wants to honor your parents, what they want to happen, and this is a way for them to keep their dignity you to keep your dignity in some tough decisions that you might have to make. But it's just a way to let your parents or your loved ones be the hero of their story and have that big handoff, that baton. That's just gonna be such a gift and blessing, and I don't know that somebody who receives it might realize how difficult it might have been otherwise. But you're working with clients since then and some that have children that live out of state or completely away and they just they don't even know where, how to open the garage, what the garage code is, or they're just not basically here. They don't know these things, and I have just seen so many examples of how this would have been just such a true blessing and a gift to who's next. David Spray And it's interesting, as you talk about the hero part, that's another reminds me of something that Dan Sullivan always says who do you want to be a hero to? Was that inspired by that question by Dan, or was it unrelated? Jackie Campbell It's definitely. I mean, I've been a strategic coach for about 10 years so it's definitely had a significant influence in my thinking because, as he says, we're in the thinking business, so it's definitely part of it and it's just. I personally wish my dad was able to be the hero and have all those things done. My mom certainly still is the hero and she just has given me invaluable feedback on putting this together and some of the things that she's done for years. It's in several of my clients. I've been able to collaborate with them some long-term clients, our client advisory board and get some really great feedback from them and how they've kind of kept track of things and put it all together to really just kind of make it something. That's one go-to place and we do have a digital version of it now as well the my Winfile. The book goes along with it, and we also have a for those that just like cheats. Cheats and checklists. We have a guarding your legacy checklist. So that's what we call the Hero Pack. It's just a system, a go-to system to really kind of pull things together for your loved ones. David Spray That's awesome, by the way, if it makes you feel any better. I also teamed up with Stuart and his team from 90-Minute Books for my book, and it also took me many years to do a 90-Minute Book. The good news is, when I do my second one, it'll be not much more than 90 minutes, because now that I really understand that it's all about progress, not perfection it's, and, like you said, you're authoring the book as a resource to people, and every day that perfectionism slows down, good enough, there's people that could be benefiting from a good enough version. So, anyway, I just wanna let you know you're in good company. It also took me many years to get my 90-Minute Book done. Jackie Campbell Yeah, he did say I'm not alone. David Spray Yeah no, I think so. I think I know the answer to this question, but I'd like to ask you anyway. So what do you get the most satisfaction from in your role, in your firm, in the way you've structured your role, what gives you the most satisfaction? Jackie Campbell That's a really great question. I think I'm really energized by being able to see things come together, not just having the conversation, not just talking, to hear myself talk, but to have someone that really values my input and my recommendations and will walk alongside me to actually get those executed. I think that is really the trust that I try to build and really value most. And I'm working now with a client that they've been clients for a long time and just really high ranking in the military, so super organized, very strategic, very tactical, and they're thinking and their operations and I've worked with them for a long period of time, so I've worked with them, now their children and now the next, the third generation, with the grandchildren. And to be able to help someone set up their very first Roth IRA at 19 years old, it just melts my heart and it's like, oh, this is just such a great generational trend to build and you see all the bad things that happen, but just to see that positive thinking and growth that happens with those next generations. I just really enjoy that and worked with quite a few war veterans and from the Normandy days that still were there on the beaches of Normandy and to hear some of those heartbreaking stories and all the different things and life events that have gone on for over a hundred years and some of those really confetti moments and really difficult times and now working with the grandchildren of those families, I mean that's what I value the most. David Spray Sure, yeah, it's what is the saying too. The biggest blessing is to be a blessing for others. Right For sure, and that comes through. Do you have an ideal client? Do they? Are they typically located geographically near you? Just because of the closeness Do you like to have with your clients, do they typically tend to be geographically close? Jackie Campbell I would say most are in the, I would say, southeast region, but I do have clients all over the United States. I have some that live half a year over in Europe as well. So with technology there's no border anymore. With Zoom you're able to get on and I have a whiteboard, and with our Zoom meetings and we're able to actually share that. I really enjoy using whiteboards when I'm working with clients because I can kind of organize their thoughts a little bit and make sure that I'm understanding what they're looking to do. But it doesn't really matter. We work with clients all over the state of Florida. You know many really like to have that in-person meeting and sit across the table from you, especially as they get a little bit older. Yeah, but we do both for sure. David Spray Okay, yeah, that's good to know, because I have clients all over the country and from time to time they're looking for a CPA introduction. So that's good to know that there's no geographic constraints. But so, since there's no geographic constraints, though, what else are you looking for in a client? I assume you don't need any more high maintenance clients who don't do what you tell them, who are uncooperative and don't trust you. I guess you have enough of those clients already. Is that a safe assumption? Jackie Campbell Yes, that is correct. One of those is too many. David Spray One of those is too many right. Jackie Campbell That's right. Yeah, that's an entirely different business model. It's funny, you know, like you, when you first start your business, it's what they call threshold clients. Right, it's like anyone who comes across the threshold. Yes, I can help them, and you do, and you're so grateful for that trust and confidence that they have in you to start with them. But I really am passionate about those that are in the retirement red zone, that are looking for those real important upcoming milestones. One of my unique processes is taking someone through a timeline and you know it's a very visual timeline when are you at, Where's your spouse at, what are the next milestones coming up and what do we need to plan for in advance From a tax efficiency standpoint, from an income planning standpoint, from insurance, health and long-term care, legacy planning I mean all of those things kind of come together and then, of course, your investments what is the most appropriate amount of risk that you're trying to take or need to take? So it's just about pulling all those things together. So I would definitely say the retirement red zone and beyond, enjoying retirement. I'm really passionate about law enforcement and first responders. You know, growing up in a first responder family, my husband was in law enforcement. We were high school sweetheart setting. He's been in law enforcement as soon as he was able to carry a gun, so he wasn't able to buy bullets yet, but he was able to carry a gun and work in the jail. So he worked with the state of Florida. He was a state trooper and a deputy sheriff and you know, having that entire career, you see things from a different perspective. So I'm really passionate about helping the first responder community my brother's in law enforcement, his entire career, my sister-in-law, my husband's dad, I've got a cousin. We're just, you know, a kind of you have one side of the family is on one side of the law. One side could be on the other side of the law, but you know, that's another real area of passion for us and an ideal client. And because they're paid so little for the sacrifice, you know, and there are decisions on their timeline, which is a totally different timeline than the normal average worker or business owner. So we also my husband has, we have a podcast that we do beyond the badge. David Spray Oh yeah. Jackie Campbell Yeah. David Spray So that's, great. Jackie Campbell Yeah. So I can't believe that I got him to be so vulnerable to actually do that. But yeah, I've had him on TV and a podcast so but he's actually really good at it. So, and only somebody who's lived that life can really, you know, talk and really you know correlate to someone who is has lived in that life and as a first responder. And then the other ideal client for us as a firm is someone who is an entrepreneur, business owner, entrepreneur. That is in that red zone. You know a lot of entrepreneurs never really want to retire, but it doesn't mean they don't sell off part of their business or have a succession plan so they can move on to something else that they're really passionate about or a different purpose at a higher level. But it just when they start making those changes, when they get to those milestone ages around 55, that's really where you know there's going to be some real key confetti moments and milestones or mile markers however you want to look at it that that are going to require some different thinking. David Spray I tell you your husband just sounds like like my kind of guy. But the thing that I'm most impressed with I'm always impressed with guys who marry their high school sweetheart, because that tells me there's a guy who says, you know what, if I, you know, screw this up and she ends up dating other guys in college, I may never get her back. You know I better go ahead and you know, you know, get this deal closed before she has a chance to realize that you know there's other guys out there. So I'm always impressed with guys who marry their high school sweetheart. I say that's very you know, that's very wise, beyond your years, when you recognize in high school your life partner is. Jackie Campbell Yeah, he was way wiser than I was. You know I'll give him credit for that one. David Spray Well, good. So, speaking of younger years, what do you wish you knew when you were 25? Jackie Campbell Oh gosh, I love that question. I think I like it better when I ask it, though. David Spray I'm sure I do too. Jackie Campbell You're wiser than you think you are and don't care about what everybody else thinks, and stop making up those stories about what you think that they're thinking. I think we overanalyze, we worry about others too much than to actually live our own dreams, and there are truly people that are never going to be happy for you, for your success and your achievements. But you know you can love them anyway, or you just don't tell them everything, but just don't lower your expectations for what you think you're capable of and what you want to achieve in life. David Spray Yeah, I think that's great. I heard I was listening to a podcast and I remember the person said you know, they said we worry too much about what other people think. And they say, really it's a form of arrogance, because other people don't think about you. Everybody's so focused on themselves that, believe it or not, they really don't notice that you, that your shirt was wrinkled or you had some small stain on your shirt sleeve, like people are so self-absorbed they really don't care about what you're doing. So embrace that concept and realize that nobody really cares. Nobody's staying awake at night worrying about you. Know whether you're writing a book or not writing a book, or whether there was a typo in your book or so, yeah, I really, I think that's great. Trust your gut and don't worry about others. Jackie Campbell It's an insecurity for sure. I would say that there's definitely a lot of hard one wisdom. I think the one that stands out to me, you know, as I've gotten older, is your health is truly the number one, most important part of your retirement plan, and I don't think it's ever worded that way when you're younger just truly investing in your health, your skin, you know your core part of your body, you know it's not just the muscles, it's all of it, it's truly all of it. And I think if we're taught that that is the very first step in your retirement plan before saving money, that you know we could see things and enjoy retirement a little bit longer. David Spray That's really great. What's the saying? That a healthy man has a thousand dreams and the unhealthy one has a one dream. Jackie Campbell Yeah, to be healthy. Yeah. David Spray So well, that is really great If people want to reach out to you. What's the best way for somebody to reach out? I know you're on LinkedIn. Do you accept LinkedIn? You know connections. Jackie Campbell Yes, linkedin would be a great way to reach out to me. It's under Jackie or Jacqueline, j-a-c-q-e-l-y-n, and online you can reach out to me as well, mycamblincocom, or I can give a phone number if you'd like to give out Sure. David Spray Yeah, go ahead 7365. So last question is there anything I didn't ask you that you wish I had? Jackie Campbell I would say you pretty much covered it all. And one other thought of kind of where I'm going next and this really came out quite a bit the past few years during COVID was as a business owner or a CEO of a company. You know, typically, the larger the business, you're going to have some sort of succession plan already written and in place. But for most business owners they don't have a succession plan or a when file for themselves not just personally, but for the company and one thing that I am working on is a 100 day succession plan. David Spray Oh, wow, okay. Jackie Campbell And that's where you know somebody like me. I have other partners but, you know, really spelling out some of those key things that they don't know. They know a lot they're still going to have to. You know, hunt and peck for a few things that you know still are just my personal logins, my personal, where do I keep the keys, so to speak, and you know who is the. You know, like you said earlier, go see Jackie Campbell. She's going to be the one who has all the information, all the important details of what to do next. You know who is that next important person, what is the order of what should happen if something happened and I became unable to fill my role and or passed away? So I really think you know, business owners have a big responsibility to their family at a much higher level, and that's just a great way to kind of pull all those things together. David Spray That's great and that, and correct me if I'm wrong, but that's that vaguely sounds familiar that I heard Dan Sullivan talk about that same concept. Does this sound like another Dan Sullivan inspired one, or am I reading too much into it? Jackie Campbell You might be reading too much into it. I don't know. I don't remember him saying anything about that, but I know he's always about building out 90 day plans. David Spray Sure. Jackie Campbell We do a couple of things by a hundred days here at Campbell and company, so I don't know if that's something we picked out along the way or we just didn't like to do the quarterly plan. David Spray I'd say it's because you're an overachiever. If a 90 day plan is good, then a hundred day plan must be even better, right, jackie? Jackie Campbell It must be, and it gives you a little bit extra time to measure the results and benchmark. David Spray So well, that is awesome. Well, I really appreciate you taking time out of your day and I really love your story and I know many of our listeners will find it interesting too. And again, thank you. Thank you for your time and I hope the weather in Southern Florida clears up the rest of the day for you. Jackie Campbell Well, thank you, I think the thunderstorms are gone and probably bright skies coming. The great thing about the weather here in Florida, and I guess in Texas as well, is it'll change pretty often. David Spray That is for sure. Well, hey, well, thanks again, jackie, and have a great day. Jackie Campbell Thank you, david, appreciate it. David Spray Hi, this is David Spray, and welcome to another episode of the ICDisc Show. My guest today is Jackie Campbell from the Greater Tampa Bay Area. Jackie is a really interesting CPA who has a practice that also includes comprehensive financial planning and she has a 360 degree view of her client's financial situation. She has a really unique perspective and she's a podcast host with over 250 episodes on this subject. She has a radio show, she's frequently a guest on radio and TV and she's also authored a book. So there's just a lot of great nuggets on the importance of planning and making sure that, when your time is up, that your heirs will have a seamless transition financially and emotionally. I hope you enjoy this episode as much as I did. Good morning, jackie. How are you today, hi? Jackie Campbell good morning. I'm doing very well. If I can get past the summer storms here in Florida, I think we'll be doing good. David Spray Yeah, I'm nearly a native of Houston, Texas, so I understand the Gulf Coast summer storms thing. What part of Florida are you calling in from? Jackie Campbell I'm right, just north above the Tampa Bay area, right there in the center part of the state on the west coast. David Spray Oh, okay, and are you a native of that part of the state? Jackie Campbell I am a native of Florida, but I'm originally from the Panhandle, the Florida Panhandle, where the world's most beautiful beaches are up near Fort Walton Beach. David Spray Nice, nice. And what brought you to the current part of Florida. Jackie Campbell Wow, my husband. We were married and he was in law enforcement, so he worked with the state of Florida. So he was transferred here for his very first station right outside of Tampa, and we've been here ever since, 37 years now. David Spray And I guess you were early enough in your career. It was easy to get started there, as anywhere. Jackie Campbell Oh yeah, I finished up here at University of South Florida right in Tampa and you know you start working the next thing. You know I had my own firm, one of the youngest females in the state of Florida having my own firm and you have kids and they start school and the rest is history. David Spray Oh, that is awesome. So how long before you struck out on your own? Jackie Campbell Well, I started with the CPA firm before I even knew what a CPA was, and that was right out of high school. I kind of found that as a summer job when. I was in college, yeah, and it just sort of kind of all came together. So I had quite a bit of experience in different bookkeeping and public accounting before I even had my college degree. So it was a few years, tried a few different things public and private and decided that public accounting was going to be more my line and kind of was a little bit ahead of schedule of having my own firm. You know have a lot of ideas and you know want to kind of do it your way. David Spray I guess, as they say, was there any specific event that prompted you to make the move? Jackie Campbell Well, having two small children, I had this great idea. You know, sometimes we think we're smarter than we might be. I had two toddlers and I thought well, I'll get to spend more time with my kids if I have my own business. And you know, that lasted for about six months and you know, three employees. We finally had to get an office location and just kept growing and just kept going from there. David Spray Well, and I also would imagine, because my sense is that we started our career probably similar times. In fact, when we started our career, the firms weren't as kind of family friendly as they are now, were they? Jackie Campbell That's right. I mean they will train you very well, especially the larger firms, the regional firms. But they do expect you know a lot from you. David Spray Sure. Okay, so you started your firm, and so why don't we just kind of talk a bit about the firm? What would you say, or what would your clients say, make your firm different than just the average CPA firm? Jackie Campbell Well, I think just experience has a lot to do with it, right, I think that is one one thing that makes us different. One thing that I hear a lot from clients is just the trust that they have for us. And you know you would think that trust is really easy to earn or to build in relationships, but you know that's not necessarily the case, and we've been in business now for a little over 30 years, so that's a long time of working with not only one generation, but often we go into the second and third generation, whether it's a small business owner, an entrepreneur, or whether it's just an individual who's already been retired and enjoying retirement. So I would say that pretty much makes us unique. We are a planning firm. That, I think, is another thing that we do a little bit differently and we don't just look at history Most CPAs are historians looking at, you know, everything that happened. I think we have, and as part of my unique ability, is to be able to look at what's going on now, what the pattern was in the past and what that pattern is most likely going to be, as we move forward and plan forward and, you know, being strategic, being tactical, trying to help clients along the way as those major milestones and events come along, the planned ones and the unplanned. So I think that you know and that looking at the 360 degree lens is really important. We became duly licensed as financial advisors when we were allowed, so back in the late 90s was the first time a CPA actually could have more than one license because of the high fiduciary responsibility and CPA is always, as you know, been regarded as a really trusted advisor. So just looking at that full package and working with attorneys, collaborating with them, just to make sure that we get that full service and what the advisors are intending to happen, or the strategy, what that's going to be, actually does take place. David Spray Yeah, I think that's great. I've always thought that really, since those opportunities presented themselves, that it was a great opportunity for CPA firms because you know they're already, you know the trusted advisor, you're already communicating with your clients, at least annually, just because of you know the tax return compliance, and it just seems so, so natural. But for whatever reason, it just seems like a lot of CPA firms have, you know, maybe dipped their toe in it but really weren't able to integrate those two practices very well. So, yeah, I can imagine why, from your client's perspective, it's great to have kind of this one stop shop. I mean, obviously the legal is still. You know you're partnering with somebody else for that, but at least two of the three legs of that stool you know, the CPA, the planning and financial advisory and the legal you're covering and under one roof, that sounds great. And then like how do you guys end up typically being like the quarterback, would you say, because you know, like when you look at like estate planning, obviously you're bringing in the attorneys for that, but it seems like so many plans are created but not implemented. Do you all have, you know, some role in that, or is that pretty much left to the client and the attorney to to implement those plans? Jackie Campbell Well, I would say it depends on the individual. Some people are really entrepreneurial. They're always looking and learning and paying attention to what options or opportunities may be out there for them. So they will sometimes come with ideas. Sometimes it's just a matter of having conversations. You know, we all kind of have a plan. It's just very well laid out or it isn't Sure. But yeah, we do take that quarterback role. Quite often I had so many conversations through the years where someone would meet an attorney, they would have illegal documents, they would have a trust and then nothing would be titled in the trust. And then you have the financial advisor or the insurance advisor and they're having a certain plan or their certain tax ramifications of their transactions that they, you know, legally can't talk about and say, oh, I can't talk, I can't discuss taxation, You'll have to talk to your accountant about that, or tax preparer. And then as the CPA, we would end up, you know, kind of cleaning everything up, saying, wait, you have a trust, why isn't? Why aren't things? All your financial accounts titled that way? So it's just about you know, pulling that plan together and making sure that is this the true plan and direction that you're going, and pulling that road map together. You know, I heard something the other day the one thing that doesn't know it's in the water is the fish. And it's the same story. It's hard for us to see even professional advisors. You can give really great advice and see a lot of pitfalls and potential challenges and the opportunities for someone else, but when it comes to yourself, you're just too close to the scenario. David Spray Yeah, the classic cobbler in the shoes situation. Right, and then can you all. Are you also set up to actually, you know, in addition to the planning, actually you'll do the implementation as far as you know acquiring, you know, insurance products, you know for funding vehicles, and that as well. Jackie Campbell We do. Yeah, we're considered a full wealth management firm, so you know pretty much anything dealing with money. We're able to do it, or collaborate with someone and find a solution for it, or someone who actually specializes in that that either tax law or that strategy but we try to look at it as products at all. We don't address it that way. We look at it as what are we trying to get to and to achieve, and what is the best, most economical way to get there? David Spray No, that that makes a lot of sense and it's great that you have all those capabilities under one umbrella, because I have seen firms that have a heavy planning focus but you know, are so focused on the independence that you know that they won't actually implement the products you know. So then you have to rely on, you know, a kind of a traditional commission, you know driven, you know insurance person, let's say, to do the implementation. And then that can be kind of tricky because you know you don't necessarily want to turn your client over to somebody who might have a, you know, a different, a more aggressive style than you do. So yeah, I think that's great that you just have the ability to really do it all and I think it speaks to that that. What do you call your approach? The 360? Jackie Campbell Yeah, the 360 degree complete planning. David Spray Okay, yeah, no, I can. It seems like a great, a great description for what you do, so talk to. So what I'd like to do now is shift gears. I'm really curious about all you do in the media world. Jackie Campbell You have a podcast, you have a radio show, you've authored a book which came first the radio show, the podcast, the book the radio show actually came first, been doing that for about nine or 10 years now I think it's a little over nine been doing radio in the Tampa Bay area. You know I grew up as someone who was really shy. You know my mom would always say, oh, just have to pull her from behind my skirt because I was always looking for a place to hide. And it's funny how the thing that you're afraid of most when you're younger is how you grow and develop and that's your spot, that you're supposed to be. And you know I think you're never really there. You're always trying to raise the bar a little bit. But I love radio. I had someone that I worked with and they coached me along and really I think helped me find a voice for radio because I come, turns out, I had a lot of things to say. So you know, working with so many individuals and families and my own family and the hard one wisdom that we have it just makes it so natural and easy. And I think being able to actually pull multiple professions together and pull that full 360 together for someone is just to me that's so rewarding because not everybody can see multi-dimensional Aspects. So radio was first. We called our radio show beyond the money. Okay that's because it's really beyond the money. It's about what are you trying to get the freedom to do with your life or your business? What are you trying to grow into? Multiply and freedom of relationships, freedom of purpose those are things that we hear from Dan Sullivan, the founder and strategic coach. And and when you just really focus on you, what are you trying to get the freedom to do, not just the freedom from doing? I think it's a totally different mindset. David Spray Sure, and is your radio show like the weekly show? Jackie Campbell Yeah, we have. We do air the same show on Saturday and on Sunday as well, and then we have Podcasts that came as a result a few years later, and that's the beyond the money podcast. David Spray Okay, so as far as the radio show. So what station is it on and what time is it come? On? Saturday and Sunday. Jackie Campbell Yeah, it's W X, j B, it's a local station and ninety nine point nine here in the Tampa Bay area. But you can't. I mean these days you can access everything all over the year. David Spray And then do you have calls Callers that call in with questions. Is that kind of the format? Jackie Campbell We do not take live calls because you know highly count compliance regulated industry. Oh sure, yeah, we don't do that, but sometimes they will call the radio station and they will leave a question for me to talk about. And I Do a live conversation on Wednesday mornings with the morning DJ just to talk about what's going on in our area and there's any changes and law changes and sort of just kind of finger on the pulse. David Spray Wow, well, that's so, that's great. So that that ended up leading to the podcast, and so how do you view the podcast differently than the radio show? What are the kind of pros and cons of the podcast versus the the radio show? Or is the podcast just a rebroadcast of the radio show? Jackie Campbell It's kind of a combination. We have a little over 250 episodes on our podcast and it's a little bit of combination. Sometimes I have what we call on tour interviews. I've had the pleasure to interview Reba McIntyre, yeah, in Nevada and we talked about mama and the rope and pin and she's he's great. She's just who you see on TV. Who you see on stage is exactly who she is in person. Martina McBride you know quite a few others get the pleasure to go to Nashville here in a few weeks and Interview a few as well. So we do take some celebrity interviews and those are just more on a personal level. And then it could be some professionals that we work with, we collaborate with here in our area and we have them on as guests as well. We have a licensed mental health counselor, because you know Emotions and is certainly all about your financial picture for individuals and business owners, and you know we have a quite a few other professionals that we'll have on from time to time. David Spray Okay, that really sounds great. And then it sounds like the last piece of the media Stool was the bunk. Is that right? Jackie Campbell Yeah, this is something that I've been Thinking about for a while. You know it's. There's a concept called the 90 minute book and I said it took me nine years to actually it's 100%. But you know, sometimes things just happen when they're meant to be and this is just something. It's some of that really hard one wisdom that I was talking about. You know, you don't really know how challenging it is to go through cleaning up Financial records from someone until you experience it up close and personal. And I've seen many families Do things right and I've seen the outcome of that and I've seen them Just have a total mess. Nobody knows where the keys are, literally and for figuratively, you know, for their financial life, and it's just such a stressful time, both you know, emotionally, physically and mentally. And then to try to figure out, put the puzzle together, I came up with a book. I have a what we call a hero package and my wind file came first. That came about eight years ago and that's a document storage system for how to gather all of your important documents and your passwords and you know who are your professional advisors and really what are the succession plan Steps that would need to take place. So sort of giving, like an owner's manual. You know how to run my life Without me if I'm not able to or not here. So just a real gift for your loved ones and your nexa can and your family members. David Spray So I'm curious about that. Talk to me a little bit more. So you talk about the hero file and then you talked about something else when the my, when file. Jackie Campbell WHEN You're having my southern accent sounds not sure which way to say it, but it's my wind file. It's when the time comes right. It's just a really go-to book. You know, we never know what's gonna happen, doesn't matter how old you are or how young you are. Sometimes life just happens, and it's just a really great way to collect all those things, and that was the very start of it. The book that I just released was be prepared, creating peace of mind for you and your loved ones, and it sort of ties it all together ideation behind it, my why, my personal why, and also just some Highlights of you know what to have in your black book or your lockbox, whatever you call it, just just to make it a little bit easier for those that you love and care about the most. David Spray Sure, and I guess the one of the great things about your practice and your comprehensive, you know, 360 degree view of your clients lives Is if the only planning they do is just tell their loved ones to call Jackie, that probably get some, you know, a lot further ahead than they would be if they didn't have a Jackie, right. Jackie Campbell That's exactly the point and so many of my clients have said that. I just told them call this person right here and she will know everything, she will know. And you know, I just got another one of those calls this week from One of my clients. You know both. Both the parents Happen to be sick and not doing well and the kids came in from out of state and of course they knew Call Jackie Campbell and she'll be able to help you navigate through some of these things and work along with the attorney. And you just never know when that time is going to come. And that's I take that as an honor to be able to do that. Another long-term client just passed away a few weeks ago, very, quite young, and you know the family is. You know we're actually going to be meeting in a few days here and going through some things. But you know I really value the relationships that I'm able to build with my clients and I think they're often at a much deeper level Because of the trust and because of going the extra step to. You know, beyond the money, not just how much money do you have, how to invest it, where to put it, do you have life insurance? Do you have your estate documents on order? Are you in compliance with the IRS? It's just really about thinking at a much more personal level with them and kind of always looking and planning ahead, because not everyone has that skill and ability. David Spray Well, it's a good thing that that you're a big fan of strategic coach and Dan Sullivan's Approach to life, because it doesn't sound like you're going to be able to retire anytime soon. It sounds like there's too many families depending on on you to just be able to just Decide you're done and just just appear tomorrow. Is that a fair assumption? Jackie Campbell That's a fair assumption. Yes, as long as you love what you're doing, you know there's really no reason to stop. It's truly about I. That's one thing I learned from Dan Sullivan is, you know, having whatever you're doing, your life is short and really enjoy what you're doing and have a purpose for what you're doing. And you know, compliance wasn't my thing. I mean I could do it. I started at a very young age and, you know, before Computers even did the tax returns for you. So you really learn the way with the pencil and the eraser, you know, as the numbers carried page to page. But Just being able to go that, that higher level, I just really Am blessed that I am able to take my unique abilities and just help somebody else kind of To tie those things up with a bow. I'm a big fan of enjoying life and confetti moments and you know people have this idea or ideal that they want this hallmark type life. And Okay, what do we need to do to work towards that? It's probably never going to be ideal, but enjoy the confetti moments that come along the way and celebrate them, because we don't know how many of those we're gonna have. David Spray There, and what's the example of a confetti moment. I really like that expression. Like graduations, marriages, child or, you know, child being born. Jackie Campbell Yeah, well, those are the big ones, right, and those are the obvious ones that people Think about. They have dinner, they do flowers or balloons or whatever birthday cake. But it's also the smaller ones that come along the way. Maybe you're reaching a goal or a milestone or you're like, if you're a business owner, it's your largest quarter yet, or you've reached and achieved your dream. Check, it could be a lot of different things. Maybe you finally got the right team in place that you're able to take some true free time. It could be a lot of different things that go along. We look for confetti all the time around here. We just had to find the ones that were easier to clean up because, no, we were having a mess. But you know, the last day of tax season, our staff is real, our team is just Loves the throw in the confetti. This year we celebrated our 30th year in business and just having that celebration you know, my family was there, team was there, their family and some of our long-term clients and just being able to share the appreciation and the gratitude that we have with them lots of confetti. It's just a lot of fun. David Spray Now, that's awesome, you'd mentioned your personal. Why, if it's not too personal, what is your personal why? Jackie Campbell That is when my dad was sick. You know you spend our. I had spent, you know, two-thirds of my career helping others that weren't related and they were. You know I built a relationship with them and helping them the parents, the moms, the dads, the grandparents get ready for the next generations and I had not really paid attention to my own family. You know the ones I love and care about the most and I guess I had it's just you always like wish you had done things. Oh, I should have done this, I should have done that. But when my dad was ill, in the last 30 days of his life in the hospital, you know just realizing some things that should have been done and how difficult that was. You know my mom was the CFO of the family and she knew where everything was Any insurance, any medical record that the doctors asked for. My mom was able to go and pull it out of a file cabinet. She was really organized. My dad would not have had a clue where the passwords were, how to turn on the computer. He worked on the military base totally different career and mindset and most families have one CFO that pays the bills and does all the filing. And if you look at where we're at now, I guess 20 years ago we didn't have all the electronic files, so you were able to wait 30 days, wait 60 days and you're gonna get a letter from whatever account or safe deposit and you're gonna get an invoice or something in the mail. That doesn't happen anymore and we have so many things in the cloud on computers, on tablets, and if you don't have certain keys or pens or passwords, you can't even obtain obtain any of those records or documentation. So that was just a real big eye-opener that, wow. My dad probably isn't the only person that would have been in a jam and I would have had to really help comb through every piece of paper because I didn't know what my mom's filing system was. And you have this concept and this idea that your parents are gonna live forever and while he did pass away at a young age, the time goes by so quickly. So that was my personal experience. And I do remember when we were in the hospital and the nurse came in and said this room is in dire straits today. So whatever they need, they get. And I just thought dire straits. You're right, that is so true. You get to that dire straight point. And one more thing would just be unbearable to have to go find accounts and where's the money and is there life insurance? And many people, especially the older generations, they keep money and finances really close to the vest. So it's just a way of having let's talk, let's have that conversation and I'm just so blessed that the feedback that I've gotten from my family, my clients and those around me saying wow, I'm glad somebody's really brought this to my attention that you might need to leave a little bit of a cookie crumb trail for someone else behind you. David Spray Okay, so thank you for sharing that and, if I'm understanding you correctly, you're saying that before your dad's illness you'd been helping clients at a certain level. But then it really you experienced at first hand how difficult it can be to try to while you're dealing with end of life health issues but also dealing with layering onto that getting passwords and other stuff in order and you're saying that experience personally gave you kind of a newfound insight and passion to make sure that your clients were not in that situation. Does that about summarize it? Jackie Campbell That completely summarizes it, yeah. David Spray Well, that's, and how long ago was that? Jackie Campbell That was about 10 years ago. That happened and I knew I wanted to write a book but it took me a while to get to it. And I did get 80% of the book done. But it was the personal why that I couldn't get past making that and I thought about that for a while, off and on, and I thought, oh, I've got to get that done. It was on my list of goals every year finished my book and it's just a short read. It's not a very thick book. I'm not a big. I normally will skip chapters if it's a big book anyway, get the most important parts out of it. But the main thing is to inspire people with this book and the final way I was able to get that executed was I realized that it wasn't about me, it wasn't about my dad, it wasn't about what I did or didn't do. It was truly about helping others be the hero of their family, Because we really I would say the majority of the population wants to honor your parents, what they want to happen, and this is a way for them to keep their dignity you to keep your dignity in some tough decisions that you might have to make. But it's just a way to let your parents or your loved ones be the hero of their story and have that big handoff, that baton. That's just gonna be such a gift and blessing, and I don't know that somebody who receives it might realize how difficult it might have been otherwise. But you're working with clients since then and some that have children that live out of state or completely away and they just they don't even know where, how to open the garage, what the garage code is, or they're just not basically here. They don't know these things, and I have just seen so many examples of how this would have been just such a true blessing and a gift to who's next. David Spray And it's interesting, as you talk about the hero part, that's another reminds me of something that Dan Sullivan always says who do you want to be a hero to? Was that inspired by that question by Dan, or was it unrelated? Jackie Campbell It's definitely. I mean, I've been a strategic coach for about 10 years, so it's definitely had a significant influence in my thinking because, as he says, we're in the thinking business, so it's definitely part of it and it's just. I personally wish my dad was able to be the hero and have all those things done. My mom certainly still is the hero and she just has given me invaluable feedback on putting this together and some of the things that she's done for years. It's in several of my clients. I've been able to collaborate with them some long-term clients, our client advisory board and get some really great feedback from them and how they've kind of kept track of things and put it all together to really just kind of make it something. That's one go-to place and we do have a digital version of it now as well the my Win File. The book goes along with it and we also have a for those that just like cheats. Cheats and checklists. We have a guarding your legacy checklist. So that's what we call the Hero Pack. It's just a system, a go-to system to really kind of pull things together for your loved ones. David Spray That's awesome, by the way, if it makes you feel any better. I also teamed up with Stuart and his team from 90-Minute Books for my book, and it also took me many years to do a 90-Minute Book. The good news is, when I do my second one, it'll be not much more than 90 minutes, because now that I really understand that it's all about progress, not perfection it's, and, like you said, you're authoring the book as a resource to people, and every day that perfectionism slows down, good enough, there's people that could be benefiting from a good enough version. So, anyway, I just wanna let you know you're in good company. It also took me many years to get my 90-Minute Book done. Jackie Campbell Yeah, he did say I'm not alone. David Spray Yeah no, I think so. I think I know the answer to this question, but I'd like to ask you anyway. So what do you get the most satisfaction from in your role, in your firm, in the way you've structured your role, what gives you the most satisfaction? Jackie Campbell That's a really great question. I think I'm really energized by being able to see things come together, not just having the conversation, not just talking, to hear myself talk, but to have someone that really values my input and my recommendations and will walk alongside me to actually get those executed. I think that is really the trust that I try to build and really value most. And I'm working now with a client that they've been clients for a long time and just really high ranking in the military, so super organized, very strategic, very tactical, and they're thinking and their operations and have worked with them for a long period of time. So have worked with them, now their children and now the next, the third generation, with the grandchildren, and to be able to help someone set up their very first Roth IRA at 19 years old, it just melts my heart and it's like, oh, this is just such a great generational trend to build and you see all the bad things that happen, but just to see that positive thinking and growth that happens with those next generations. I just really enjoy that and worked with quite a few war veterans and from the Normandy days that still were there on the beaches of Normandy and to hear some of those heartbreaking stories and all the different things and life events that have gone on for over a hundred years and some of those really confetti moments and really difficult times and now working with the grandchildren of those families, I mean that's what I value the most. David Spray Sure, yeah, it's what is the saying too. The biggest blessing is to be a blessing for others. Right For sure, and that comes through. Do you have an ideal client? Do they? Are they typically located geographically near you? Just because of the closeness you like to have with your clients, do they typically tend to be geographically close? Jackie Campbell I would say most are in the, I would say, southeast region, but I do have clients all over the United States. I have some that live half a year over in Europe as well. So with technology there's no border anymore. With Zoom you're able to get on and I have a whiteboard, and with our Zoom meetings and we're able to actually share that. I really enjoy using whiteboards when I'm working with clients because I can kind of organize their thoughts a little bit and make sure that I'm understanding what they're looking to do. But it doesn't really matter. We work with clients all over the state of Florida. You know many really like to have that in-person meeting and sit across the table from you, especially as they get a little bit older. Yeah, but we do both for sure. David Spray Okay, yeah, that's good to know, because I have clients all over the country and from time to time they're looking for a CPA introduction. So that's good to know that there's no geographic constraints. But so, since there's no geographic constraints, though, what else are you looking for in a client? I assume you don't need any more high maintenance clients who don't do what you tell them, who are uncooperative and don't trust you. I guess you have enough of those clients already. Is that a safe assumption? Jackie Campbell Yes, that is correct. One of those is too many. David Spray One of those is too many right. Jackie Campbell That's right. Yeah, that's an entirely different business model. It's funny, you know, like you, when you first start your business, it's what they call threshold clients. Right, it's like anyone who comes across the threshold. Yes, I can help them, and you do, and you're so grateful for that trust and confidence that they have in you to start with them. But I really am passionate about those that are in the retirement red zone, that are looking for those real important upcoming milestones. One of my unique processes is taking someone through a timeline and you know it's a very visual timeline when are you at, where's your spouse at, what are the next milestones coming up and what do we need to plan for in advance from a tax efficiency standpoint, from an income planning standpoint, from insurance, health and long-term care, legacy planning I mean all of those things kind of come together. And then, of course, your investments what is the most appropriate amount of risk that you're trying to take or need to take? So it's just about pulling all those things together. So I would definitely say the retirement red zone and beyond, enjoying retirement. I'm really passionate about law enforcement and first responders. You know, growing up in a first responder family, my husband was in law enforcement. We were high school sweetheart setting. He's been in law enforcement as soon as he was able to carry a gun, so he wasn't able to buy bullets yet, but he was able to carry a gun and work in the jail. So he worked with the state of Florida. He was a state trooper and deputy sheriff and you know, having that entire career, you see things from a different perspective. So I'm really passionate about helping the first responder community my brother's in law enforcement, his entire career. My sister-in-law, it's my husband's dad. I've got a cousin. We're just, you know, a kind of you have one side of the family is on one side of the law and one side could be on the other side of the law. But you know, that's another real area of passion for us and an ideal client. And because they're paid so little for the sacrifice, you know, and there are decisions on their timeline, which is a totally different timeline than the normal average worker or business owner. So we also my husband has, we have a podcast that we do beyond the badge. David Spray Oh yeah. Jackie Campbell Yeah. David Spray So that's great yeah. Jackie Campbell So I can't believe that I got him to be so vulnerable to actually do that. But yeah, I've had him on TV and podcasts so but he's actually really good at it. So, and only somebody who's lived that life can really, you know, talk and really you know, correlate to someone who is has lived in that life and as a first responder. And then the other ideal client for us as a firm is someone who is an entrepreneur, business owner, entrepreneur. That is in that red zone. You know a lot of entrepreneurs never really want to retire, but it doesn't mean they don't sell off part of their business or have a succession plan so they can move on to something else that they're really passionate about or a different purpose at a higher level. But it just when they start making those changes, when they get to those milestone ages around 55, that's really where you know there's going to be some real key confetti moments and milestones or mile markers however you want to look at it that that are going to require some different thinking. David Spray I tell you your husband just sounds like like my kind of guy. But the thing that I'm most impressed with I'm always impressed with guys who marry their high school sweetheart, because that tells me there's a guy who says, you know what, if I, you know, screw this up and she ends up dating other guys in college, I may never get her back. You know I better go ahead and you know, you know, get this deal closed before she has a chance to realize that you know there's other guys out there. So I'm always impressed with guys who marry their high school sweetheart. I say that's very you know, that's very wise, beyond your years, when you recognize in high school your life partner is. Jackie Campbell Yeah, he was way wiser than I was. You know I'll give him credit for that one. David Spray Well, good. So, speaking of younger years, what do you wish you knew when you were 25? Jackie Campbell I love that question. I think I like it better when I ask it, though. David Spray Sure, I do. Jackie Campbell You're wiser than you think you are and don't care about what everybody else thinks, and stop making up those stories about what you think that they're thinking. I think we overanalyze, we worry about others too much than to actually live our own dreams, and there are truly people that are never going to be happy for you, for your success and your achievements. But you know you can love them anyway, or you just don't tell them everything, but just don't lower your expectations for what you think you're capable of and what you want to achieve in life. David Spray Yeah, I think that's great. I heard I was listening to a podcast and I remember the person said you know, they said we worry too much about what other people think. And they say, really it's a form of arrogance, because other people don't think about you. Everybody's so focused on themselves that, believe it or not, they really don't notice that you, that your shirt was wrinkled or you had some small stain on your shirt sleeve, like people are so self-absorbed they really don't care about what you're doing. So embrace that concept and realize that nobody really cares. Nobody's staying awake at night worrying about you. Know whether you're writing a book or not writing a book, or whether there was a typo in your book or so, yeah, I really, I think that's great. Trust your gut and don't worry about others. Jackie Campbell It's an insecurity for sure. I would say that there's definitely a lot of hard one wisdom. I think the one that stands out to me, you know, as I've gotten older, is your health is truly the number one, most important part of your retirement plan, and I don't think it's ever worded that way when you're younger just truly investing in your health, your skin, you know your core part of your body, you know it's not just the muscles, it's all of it, it's truly all of it. And I think if we're taught that that is the very first step in your retirement plan before saving money, that you know we could see things and enjoy retirement a little bit longer. David Spray Oh, that's really great. What's the saying? That a healthy man has a thousand dreams and the unhealthy one has a one dream. Yeah, to be healthy. Yeah, so well, that is really great. If people want to reach out to you, what's the best way for somebody to reach out? I know you're on LinkedIn. Do you accept LinkedIn? You know connections? Jackie Campbell Yes, linkedin would be a great way to reach out to me. It's under Jackie or Jacqueline, j-a-c-q-e-l-y-n, and online you can reach out to me as well, mycamblincocom, or I can give a phone number if you'd like to give out. David Spray Sure yeah, go ahead 7365. So last question is there anything I didn't ask you that you wish I had? Jackie Campbell I would say you pretty much covered it all. And one other thought of kind of where I'm going next and this really came out quite a bit the past few years during COVID was as a business owner or a CEO of a company. You know, typically the larger the business, you're going to have some sort of succession plan already written and in place. But for most business owners they don't have a succession plan or a when file for themselves not just personally, but for the company and one thing that I am working on is a 100 day succession plan. David Spray Oh, wow, okay. Jackie Campbell That's where you know somebody like me. I have other partners, but you know, really spelling out some of those key things that they don't know. They know a lot they're still going to have to. You know, hunt and peck for a few things that you know still are just my personal logins, my personal, where do I keep the keys, so to speak? And you know who is the you know, like you said earlier, go see Jackie Campbell. She's going to be the one who has all the information, all the important details of what to do next. You know who is that next important person, what is the order of what should happen if something happened and I became unable to fill my role and or passed away? So I really think, you know, business owners have a big responsibility to their family at a much higher level, and that's just a great way to kind of pull all those things together. David Spray That's great and that, and correct me if I'm wrong, but that vaguely sounds familiar that I heard Dan Sullivan talk about that same concept. Does this sound like another Dan Sullivan inspired one, or am I reading too much into it? Jackie Campbell You might be reading too much into it. I don't know. I don't remember him saying anything about that, but I know he's always about building out 90 day plans. David Spray Sure. Jackie Campbell We do a couple of things by a hundred days here at Campbell and Company, so I don't know if that's something we picked out along the way or we just didn't like to do the quarterly plan. David Spray I'd say it's because you're an overachiever. If a 90 day plan is good, then a hundred day plan must be even better, right, jackie? Jackie Campbell Must be, and it gives you a little bit extra time to measure the results and benchmark. David Spray So well, that is awesome. Well, I really appreciate you taking time out of your day and I really love your story and I know many of our listeners will find it interesting too. And again, thank you. Thank you for your time and I hope the weather in southern Florida clears up the rest of the day for you. Jackie Campbell Well, thank you, I think the thunderstorms are gone and probably bright skies coming. That's the great thing about the weather here in Florida and I guess in Texas as well. As you know, it'll change pretty often. David Spray That is for sure. Well, hey, well, thanks again, jackie, and have a great day. Jackie Campbell Thank you, david, appreciate it. Special Guest: Jackie Campbell.**

In today’s episode of the IC-Disc podcast, I have a great guest today, Hayden Kelly from Chicago. He is with Chicago Atlantic and they have a really interesting cannabis fund for accredited investors. They've identified a market inefficiency because endowments, institutions, and non-profits are usually prohibited from investing in cannabis. Additionally, these cannabis companies are typically not bankable for traditional debt. So Chicago Atlantic has a really interesting debt model for accredited investors, with great collateral coverage and attractive loan-to-value ratios. Hayden is a really interesting guy, and even if you're not investing, he has a really interesting update on the state of the cannabis business, especially east of the Mississippi. In fact, Hayden shares some background on cannabis legalization history and why states east of the Mississippi are more financially attractive. I hope you enjoy the episode.

SHOW HIGHLIGHTS * Chicago Atlantic leverages market inefficiencies in the cannabis industry to provide high-yield investment opportunities for accredited investors. * Endowments, institutions, and nonprofits are typically prohibited from investing in cannabis, leaving a lucrative market for accredited investors. * Chicago Atlantic's cannibus fund provides low-leverage loans to cannabis operators, offering attractive returns with high collateral coverage and loan-to-value ratios. * Delayed draw term loans, low-leverage structures, amortization of loans, and floating rate loans are some benefits of investing in cannabis loans. * Well-collateralized loans and the value of licenses as collateral add security to investments in the cannabis industry. * There are two types of markets in cannabis: unlimited license models and limited license models, with the latter offering greater market control and higher valuations. * The mispriced risk in the cannabis industry allows for higher investment returns, as operators prefer paying higher interest rates on debt rather than selling equity at depressed prices. * Political uncertainties and regulatory hurdles in the cannabis industry contribute to the mispriced risk and present unique opportunities for investors. * The black market for cannabis still exists due to high taxes and regulations in states like California, impacting legal operators and consumers. * Chicago Atlantic's focus on high-collateral cannabis loans and low-leverage structures presents a unique opportunity for investors in the rapidly growing industry.

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TRANSCRIPT

Dave Spray Hey, this is Dave. Welcome to another episode of the podcast. I had a great guest today, Hayden Kelly. He's with Chicago Atlantic and they have a really interesting Anibus fund for accredited investors. They've identified a market inefficiency because endowments institutions nonprofits are usually prohibited from investing in cannabis But additionally, these companies are not really bankable for traditional debt. So they have a really interesting debt model for accredited investors that has some really attractive returns with unbelievable collateral coverage and loan to value ratios. So Hayden is a really interesting guy And, even if you're not investing, he has a really interesting update on the state of the cannabis business, especially east of the Mississippi, as it relates to cannabis from a purely financial aspect. Hope you enjoy Well. Good morning, hayden. Welcome to the podcast. Hayden Kelly Thanks, david, appreciate you having me? Dave Spray Yeah, my pleasure. So what were you calling into? from today Are? Hayden Kelly you in Chicago. Despite the background, i'm actually in Miami, our offices are based out of Chicago. We have an office in Miami as well, but I made the move down to South Florida a little over eight months ago. Dave Spray OK, now are you so eight months ago? Sorry, are you a native of Chicago then, or how'd you end up in Chicago? Hayden Kelly Yeah, born and raised in Delaware. Actually, i spent two years in Chicago. I went to the University of Delaware, made the move to Chicago just in the beginning of 2020. I enjoyed the city. It's a great city. We just have a lot of clientele through South Florida and decided to make the move here for convenience. Whether that's a great place to be. Dave Spray OK, well, super. So let's talk about Chicago Atlantic real estate finance. So if I've got like a couple of single family homes that I want to rent out, are you getting the guys I call to get that financed? There's a little more to it than that. Hayden Kelly Yeah, no, absolutely, it's a little bit different. So we do operate as a REIT. Our public vehicle is a publicly traded mortgage. Right now, what I specialize in and where I work with is our private funds, which is very similar to the REIT the extent of the industries in which we invest in the collateral we we obtain as collateral towards loans. We make direct loans, and Chicago Atlantic as a whole is credit oriented. We're an investment platform that focuses on making loans to industries that for maybe some reason, banks won't lend to. Maybe it's one industry that we've really specialized in over the last four years is the US medical and recreational cannabis industry. So, ok, we started making loans in 2019. We have a public REIT on Nasdaq, we have a private credit fund, we have an equity fund and a variety of vehicles and our goals to get outsized returns to investors with very limited downside risk, and we're an industry where there's very limited competition. Dave Spray OK, i'd love to just dive into that cannabis industry. You know, kind of the last I looked at it, geez, four or five years ago, it seemed like because of the of us being a listed drug. Is it listed? What's the correct technical term? It is still a scheduled substance. Scheduled substance, yeah. So it created this hodgepodge thing where they couldn't use credit cards, they couldn't have a bank account, everything was in cash. Is that evolved in the business or is that still the case? Hayden Kelly So a few are still the case, still scheduled. You have an industry that is, for that reason, unbankable. So the big banks, the insurance companies, the endowments, the pensions, the institutions of the world that are typically the big check writers, the big investors in any traditional industry, are shut out from investing due to that lack of federal legalization, where the federal government has said you know, at states, you decide what you want to do. There's 22 states with recreational programs, meaning anyone over the age of 21 can consume cannabis and purchase it like alcohol, and then 38 with some sort of medical program where, if it's chronic pain, sleep apnea, etc. You can acquire cannabis with a note from a doctor and a prescription to be filled at a dispensary. Now your point on the card is completely right No credit card processing in dispensaries, and now what they do have is ATM obviously withdrawals, which is easy for cash transactions, but also you have debit card processing in a good chunk of dispensaries. What we've seen, though, is a big misconception on operators. Everyone thinks operators can't get bank accounts. They're paying us off through amortization payments for our loans and cash and trash bags account. The reality is there's probably anywhere from two to six state chartered banks. These are local banks that will take deposits, open up bank accounts for operators That's how we get comfortable potentially making loans And we require operators that bank accounts for at least a year and a half before we would consider a loan. So to that extent there are bank accounts in the space, but there definitely are a lot of regulatory hurdles at the operators' face. Dave Spray Okay. So I suppose I think it was Zig Ziglar that said every obstacle contains the seed of an equal or greater opportunity. So it kind of sounds like that's how you guys are looking at this. Instead of seeing all the obstacles right You can't use credit cards, can't get big institutional investing you're choosing to see the opportunity in it. it sounds like Absolutely, david. Hayden Kelly So I'll give you just a little bit of a background for us. It started a little over four years ago For one of our founders, tony Cappell. He worked at a traditional lending shop in Chicago called Stonegate And, being in Illinois, you had a super robust medical program. So when it flips recreational, all those patients were already consuming. You had a wholly new addressable market that was interested in cannabis. Maybe they were using it on the black market side and wanted to now try it from dispensaries etc. So when that state flipped recreational, you had what are now the billion dollar publicly traded companies like GTI, presco, barano, spinning out of the state And they were actually coming into the offices of the Stone Gates and the other credit shops of the world and saying listen, guys, the banks won't give us a loan. We'll give you whatever you need to get comfortable. You can take our real estate as collateral. We'll pledge you all of our assets. We'll even personally guarantee the loan. You can charge us 20%. We'll give you a little piece of the company, just give us debt. Because of that point in time there are equity valuations of skyrocketed. They didn't want to sell any more equity in their company, so what they wanted was debt. They were willing to pay an arm and a leg for it. But unfortunately, even Stonegate was a shop that said listen, we can't do it. We have leverage from a bank. We have a few institutional investors who are not comfortable with cannabis. We can't make these loans. And being the head of credit, which was where Tony sat, he said why not make these loans when you have very limited competition, an industry that is growing 20% year over year? You can charge whatever you want And it's way more secure than anything else we're doing. And that's pretty much how Chicago Land it came to be. He got together with two of his classmates at the University of Chicago. They did their executive MBAs together at Booze And it's solid to just really understand the industry travel state by state. And that's at that point is when we launched the fund. Dave Spray Oh, wow. That's really cool, and can you share approximate like size of the cannabis portfolio that you guys have or any kind of metrics? Hayden Kelly Yes, so between our public reach, our two private funds and LP call investments that would lead underwriter on and lead collateral agent on. we've deployed a little over 1.8 billion into cannabis, or the largest vendor in the space. Dave Spray Wow, and so help me understand, like, is that like a couple dozen clients, or is that tens of thousands, or is that something in the middle, you know kind of what's? could you maybe kind of walk me through just like a typical you know sort of deal structure, as much as you're able to, you know, without giving away your secret sauce. Hayden Kelly No, absolutely. Well, it's closer to the earlier part, which is that I've done about 60 loans. Okay, we have some very large loans, one to a company called Verano Holdings who is a billion dollar publicly traded operator. That's a $350 million line of credit. We have 30 million in our REIT, 30 million in our private fund. Verano is probably, in my opinion and you can look at it anywhere is probably one of the top five operators in the world today. Well, we will go in. We will do a loan anywhere from 10 to 30 million in size. We like to structure the loans as delayed drawl term loans, where we lend It's very accretive, so the operator is either building something or buying something. So we can structure the note to be delayed drawl term, which says we'll maybe give you the first tranche of 10 million upfront Once you get a permit to build your new cultivation or you're awarded the license, maybe we'll unlock the second member of that loan. So not putting all the cash up front is great from a downside protection standpoint. We like to lend anywhere less than two times and two and a half times senior debt to EBITDA. Dave Spray When in traditional businesses. Hayden Kelly You typically see people lending maybe at five, six, seven times senior debt to EBITDA. So very low leverage. The loans amortize. We prefer our operators to be amortizing monthly. So that is actually paying down the principal of the loan rather than just paying its interest. For the big balloon to a maturity, that loan principal amount is getting smaller and smaller every single month. And then one thing that we've done since early on, and we're very happy we did, was focus on floating rate loans. So where you've seen these increased rates and this inflation hedge and it affecting big credit shops, big publicly traded mortgage rates, it hasn't affected us, not in a negative way but in a positive way. Where our cost of capital right now is the best of expectations. We don't use leverage So we're not relying on a bank to ultimately lend to us. That rate would have gone up Where when we make a loan to a borrower, the rates based on crime. As capital becomes more expensive to borrow and crime rate goes up, our loan gets more expensive, making the return for investors higher. So we have a portfolio right now in one of our private funds that has 37 loans. The gross on levered yield on that vehicle is over 18%, which is phenomenal and it continues to rise. Dave Spray Yeah, and especially given the well collateralized nature of the loans. Hayden Kelly That's something we haven't even touched on yet, which is the most important part. A typical loan when there's real estate coverage, we're getting a mortgage or deed of trust. So the operators and where we're lending is primarily on the East Coast, where all agopolis exist. You have indoor warehouses, 15,000 square foot grow operations where the operator has various grow rooms and they're growing cannabis indoors. That's how they can control climate and ultimately grow in a state like New Jersey, pennsylvania, west Virginia, ohio, because you can't do it outside like you can in California and Oregon. We're getting all asset UCC one lean. So the company's assets, the receivables, cash on hands, security, interest on their inventory, equipment, lights, receivables, etc. But the real hammer, david, is we're actually getting what is called a stock pledge of the subsidiary that owns a license. One thing that I did not get the touch on it, which is super important, is there's two types of markets in cannabis. You have unlimited license models and you have limited license models, where some of the early adopters the California's, the Oregon's, the Washington's of the world said cannabis is great, let's issue as many licenses as we can, people love it, we're generating great tax revenue. But what happened was, over time, too much competition entered the state. When that competition entered the state, it created, at first phenomenal, a lot of cannabis coming online, a lot of people consuming it. But over the years you've seen a decline in wholesale cost. You've seen an increase in competition. You have operators that it's very difficult to be profitable and they're not making any money. What that's done at the state level is the states are now losing out on tax revenue because they're charging excise tax And the way to optimize your excise tax is to keep wholesale prices high. So the new states that have been adopting the Pennsylvanians, the Ohio's, the West Virginia's, the Florida's, the Illinois's of the world. They said we're going to issue limited amount of licenses, where maybe they issue 20, 30, 50 licenses. Doing so creates oligopolies. Doing so keeps wholesale prices high, limited competition, very easy to regulate. And with that not only do you have a market where cannabis is trading at 2,000 or even $2,800 a pound in some states, you also have now created this license that is very valuable. You can sell the license, you can transfer the license. Now what is the most important thing with our loans is when we focus on these east coast operators We're getting. That license is collateral. The Pennsylvania licenses are valued anywhere between 15 and 25 million dollars. You saw a license itself for over 90 million dollars. So it's a very attractive piece of collateral on our loans and with the licenses, the real estate, the leans, even personal guarantees. When we consider LTB's of the enterprise value of these companies, we typically say under 25% of an additional lending environment. Dave Spray Wow, that's, that's amazing. Can you kind of walk through like an example? I mean, this can just be What's the word I'm looking for an amalgamation of, like, yes, some different clients. You're sort of a Hypothetical scenario. Just kind of walk us through, maybe what it looks like like let's just pick a state and let's maybe, you know, maybe think of a particular deal you've done You can just talk about anonymously or something close. I know a lot of our listeners are, you know, financially oriented, so could we kind of just sort of walk through what a deal might look like. Hayden Kelly Yeah, absolutely, david, and I'll share what I would consider is one of our most reputable loans. It's a publicly traded company called Brano Holdings, and Brano is a 1.1 1.2 billion dollar Publicly traded operator. There's been quarters of the company doing over a hundred million dollars in EBITDA quarter. That is a 350 million dollar loan, meaning we're less than one time senior, that TV, that and that loan is at the cost of an all-in Just over 14 percent. Where seniors are cured on the deal, we're fully collateralized by real estate, all-acid lean stock pledge devices. No personal guarantees in that loan. It is a publicly traded company and no warrants in that deal. But that is just shows the The industry, the holes in the industry where there is very much so mispriced risk. If Verano was a Widget manufacturer or they were in the tire business Generating that type of revenue and having that type of dominance in the market, they would be at the cheapest cost of capital possible. But just given the lack of the institutional money in space, the banks not being willing to lend to the sin industry, which is cannabis, were able to charge a company of that magnitude north of 14 percent, which just speaks to This industry and how they're truly is mispriced risk. Ultimately, every single state to David, so they're all across the board. We've exposure through various states and many different markets just with that that one company. Dave Spray Okay, yeah, and they're happy to pay the 14 percent because their margins are substantially higher than that, obviously. Hayden Kelly Yeah, and there's a few other factors. There is a capital super creative to them. But what's more important to understand is you've had these cannabis equity markets. You have some operators that are performing very well whose equity valuations are still getting crushed. Now They're not going to inject equity and raise equity To dilute existing equity holders. They're not gonna, you know. I see, when they know their values are higher than they're being betrayed Today, which is ultimately why they're willing to pay for more expensive debt. Dave Spray Sure. So paying 14 percent for debt is still far cheaper than selling equity at a depressed price. Hayden Kelly Absolutely and it won't last forever, i can't tell. You will be able to generate 12% cash paying returns, a gross on every deal of over 18% forever. But I think we have a four to seven year window and the reason being is you have An issue right now with the Democratic Party as well, where originally the Democratic Party is ever in a league-class cannabis. It's great. We can generate significant tax revenue, we can implement social equity, we'll get back to the people that were harmed on the war, on drugs and incarcerated etc. And what happened as time kind of progressed is the Biden administration You know the runoff to the Senate ever thought it would happen and the cannabis equity market skyrocketed. If you look at a chart, i like to use MSOS. It's an ETF of the ticker to some of the largest publicly traded cannabis companies and You see this boom right following election and over the last few years It's just gone directly right back down, nearing all-time lows. And it's not because the companies can't perform. It's the loss of faith that there's gonna be any reform, any real meaningful impact and to get institutional investors involved. And it's because half the Democrats like it for tax revenue, half like it for tax revenue and one implements social equity. There's something going on in New York right now where, you know, potentially implementing 150 licenses for Dispensaries to ex-devicted felons. Now I think it's great if you want to, you know, get back to those who have been wrongfully incarcerated for something that is now legal. It makes sense. But what doesn't make sense is Having these operators now be the ones that are going to control the cannabis trade in the state, maybe individuals that don't have as much business experience or operating experience. So you see, issues like that the Republicans aren't too favorable of that. Some of the Democrats don't love it, which is why we've seen what is the safe banking act been shut down at the Senate level for a great time now. Dave Spray Oh, wow, okay, And so help us understand. like what a smaller deal looks like, like do you have any operators? or just like a single location. Was that too small? Hayden Kelly No, but location is everything. So we'll do individual deals. Anywhere from 10 to 30 million in size is our sweet spot. It might be an operator in a state like Pennsylvania or Ohio or Maryland where this limited license model exists. It might be a smaller operator, but the goal there and the thesis there is you're in a state like Pennsylvania where there's 25 cultivations, or in a state like Maryland where there's 50 cultivations and you're forced to be vertically integrated because if you have a cultivation you get three dispensaries. So having one of those licenses is super valuable Now, where the operator might not be printing as much cash as a Verano, a GTI or a Crestor or a big operator. They're in an industry where they don't need to do anything in an instant. Be attractive. They don't need to have the best brand, they don't need to have the best product, they just need to be able to operate. They need to be able to grow cannabis, open up their dispensary on time, have employees in the shop And, given the soledopathy that exists, they're very much able to be very profitable and have very attractive licenses, which is I break this flat as well. Dave Spray Okay, that makes sense. What makes me think of something here in Texas. There's a Texas ice cream company called Bluebell in about an hour northwest of Houston, in Brenham, texas, and supposedly if you go to the manufacturing facility they just have ice chest full of like single serving ice cream for the employees to just sample at will throughout the day. I'm guessing that some employees at cannabis operations think it's going to be a similar setup, but I'm guessing it's probably not like that, right? Is this the dream job for somebody who's a regular cannabis user? or they can just consume while they work? Is that, or is that just probably a myth? Hayden Kelly Yeah, no, it's definitely a myth. Now, a California, Washington, oregon grow operation or dispensary, that might be very, very all common, just given the lack of regulation, the very cheap wholesale prices, the oversupply, that is very much real Now in a state like Pennsylvania or Illinois and Ohio these states that keep looting to you can't do that in your rooms, you can't do that Your dispensary is, and then what you stand to lose is the ability to operate. So if you're consuming product in your cultivation, it's not a good idea. We don't advise on it. We haven't seen any of our operators doing it. But there's something to consider. Right, if you're working that close to the plant, you might have an affinity to the product. At Chicago Atlantic we don't have an affinity to the product, we just like the sufficient markets And it might happen. But from our perspective it's a big no-no and you stand to lose much more than you stand to gain by consuming product during the workday. Dave Spray Sure No, that makes sense. Hey, do you know one of the theories of one of the benefits of legalizing a cannabis was that, as I understand it, when you have a black market there's a huge premium that the consumers paying because of the risk of the whole supply chain being illegal. And part of the theory was that by legalizing it you could really dramatically reduce that premium to where the black market really wouldn't exist, because there would be kind of no economic aspect to it. Are you familiar with any of those dynamics, like in California, let's say? has the black market effectively been either eliminated or kind of made irrelevant? Hayden Kelly So it's interesting, ultimately the actually the opposite is happening in a state like California, where you have a very robust tax regime in a state like California where it's already hard to be profitable, no matter what business you're operating in. Now you're in a state that is overbuilt supply so dramatically that it is so hard to be profitable that some of these legal operators have adjusted and started doing black market activity shipping and product over state lines, maybe selling cannabis, you know, out of the shops And, david, there's actually kind of to an extent exist in New York too, because there's really no crackdown, there's no real push to let's incarcerate, let's shut down these black market operators that are selling out of trucks. You can go into a bodega, buy an e-cigarette, a sandwich, a soda and actually buy cannabis from someone behind the counter, and they might even put it on a credit card for you. So there's a lot of black market activity. In Houston it's not heavily regulated. Now in Pennsylvania, in Maryland, in Florida et cetera, you'll absolutely see that where. Why go to the black market dealer to purchase an eighth of smokable flour when it's going to cost maybe 30 to $40 from the black market dealer? That same eighth might be $35 or $50 in a dispensary. It's not dramatically more expensive. You get to know where it's grown. You get to see all the metrics of the cannabis how much THC, cbd, everything that's in the product. It's sealed, it's labeled, it's sold at a licensed dispensary. It's much safer. Now you even have a new adoption of people that maybe would never consider smoking cannabis if you're buying it in a bag from a black market dealer outside of a shopping center et cetera. Where, if you go into a dispensary, you see it's labeled, you see it's secure, you have the child-proofing packages, big brands, real customer service. You might have that housewife or that house husband that was once drinking a glass of wine or a beer before bed, now eating an edible or smoking a vape cartridge to relax. So it's definitely happening. Now in the more unlimited licensed states, the opposite's happening, because the operators can't be profitable, they're a little bit more desperate and they're turning towards a black market product. The states east of the Mississippi is where I typically go. They're really very much doing it right when it comes to issuing licenses and regulating licenses. Dave Spray Okay, and like is California, like one of those states where somebody can grow their own marijuana for personal consumption too. Hayden Kelly There's over 6,000 licensed grows in California, which is crazy. It's very easy to grow, It's very easy, obviously, to consume and then purchase and sell Where in some of the limited states it's very difficult to get a license. I mean an application process in a limited license state costs anywhere from $100,000 to $300,000 just to submit a good application and potentially be considered to be a worthy license. Dave Spray Wow. Well, we spent a fair amount of time in Colorado And my understanding of the Colorado law is it's actually legal, i think, maybe three plants per adult or something like that, where you can actually grow it completely unlicensed, unregulated, for personal use. Do you know if California or Oregon has that kind of stipulation too? Hayden Kelly I'm not exactly sure. I'm sure it does To the extent operator. both consumers want to grow their own cannabis, as long as they're not trying to open up a dispensary near positive. Dave Spray It's the same way in Oregon and California, because it would seem like that would also create another black market, because I'm guessing in California the tax rate on the cannabis is probably higher than just the standard sales tax rate. I'm guessing it's a pretty significant number. You know what that is. Hayden Kelly Absolutely. It's very high In California, one of the worst tax regimes. obviously in the US there's a premium associated with cannabis even in Illinois. Tax revenue generated from cannabis in Illinois just last year, for the first time ever, actually was larger than tax revenue generated from alcohol. It's not because there was more sales in alcohol, it was because the rate is higher. That just shows the magnitude of tax revenue from the product. States ultimately aren't legalizing it because they say you know what, david, this is better for you than buying Advil from Walgreen. This is better for you than getting prescription bill. It's ultimately to generate tax revenue where there are significant health benefits to cannabis. States are really being pushed and urged to legalize cannabis due to that tax revenue generation. Dave Spray Yeah Well, it would also seem like that would also further depress the price, the black market. Even if all you're doing is eliminating the tax, that creates a significant difference. Because I can just imagine somebody who's maybe been illegally growing their own cannabis for a long time. There's just a little small operation for them, a couple of their buddies, very low key. Now all of a sudden it's legal and they can have I don't know, it's either three or six plants, i think in Colorado You can grow them outside, i believe. Now all of a sudden they're like hey, just like in the past, i produce a little more than I need, so I can just sell it to my buddies. I'm actually selling it to them cheaper than I used to because I don't have to charge the incarceration risk premium. Now all of a sudden they're able to buy it from me for half the price that cost them to go to a dispensary. You only have one strain but they come over anytime they want. They can kind of see the operation. I would also think that would be another downward pressure phenomenon on pricing as well, although it may not be material and quantity. Hayden Kelly Yeah, that's. The latter is the most important part. Not only these plants aren't going to produce enough cannabis ultimately if you have three plants to supply many people with the product. But growing is not that easy. It's not like planting a tree where you can just put it in the backyard or somewhere or water it once in a while. It takes sophistication. It takes very significant nutrients, soil, water, lighting. The process is difficult where, if I was an advocate for cannabis and even just for some reason I couldn't buy from a dispensary, which would be the first place I would go. I'm much more likely to find a black market operator who would chip it to me from California, oregon or Washington because, a it's probably even cheaper than trying to grow it yourself and B the new sense of growing is it's not easy. It takes anywhere from six to 12 to 24 months to have a clone producing cannabis. That's smokable. It's not something that is ultimately too reputable or even it's not that easy to do. It takes someone that really understands it. There is definitely an existence. It's not going to have too much of an effect on wholesale pricing at the dispensary level. Dave Spray Okay, well, thanks for that industry background. Now you mentioned that in your $1.8 billion you have deployed that you haven't had access to the traditional equity markets, institutions and insurance companies. In that, because of this awkward age that we're in with cannabis, how are you all raising your funds? because it doesn't sound like you're borrowing money. It sounds like it's all equity investment from nontraditional sources. Is that correct? Hayden Kelly Correct. When I speak with anything here, it's in regards to our private funds. But our private funds are completely unlevered. We do not take on debt. We don't go to a bank and say let us borrow $50 million, $100 million, we'll mix it in the fund with LP equity. It'll actually sit on top of the LP equity, which means in a waterfall scenario or something goes wrong, the bank gets paid back before investors are considered. That's in the traditional investment world private credit. REIT et cetera. We are completely unlevered. It's no bank debt, it is all LP equity and traditional investors of ours are qualified purpose-served investors where you have to have $5 million or more in assets. Our typical minimum check is anywhere from $250,000 to $1 million. It's ultra-hine-worth individuals, It's family offices, It's private investors that want great opportunity for clients that offers quarterly income. Dave Spray How is the investment very liquid. What's the typical tie-up if an investor does choose to team up with you? Hayden Kelly guys. The investment has. A two-year lockup is the standard. Investors can get out at one year at a 10% discount if they need early liquidity. The standard two-year lockup has no discount associated with it. We make redemptions on a quarterly basis. But, if investors are interested in the fund, you come in immediately, diversified across 37 loans. 15 of those loans have some sort of equity kicker, which means about a third of the deals are actually able to get some sort of piece of the business if the company goes public or gets acquired, which is alluded to in the past significant markups. We've had years where equity kickers are worth an additional 200-300 basis points. We've had years where they've been worth nothing, but they're solely gravy and they can help bolster returns at the investor level. Dave Spray Okay, that explains how you lend the money at 14%. You pay your overhead, but your investors are capturing a greater than 14% return because of the equity kickers. Hayden Kelly To an extent that's correct. The only thing I'll say is that 14% that's to one of the best billion-dollar publicly traded companies, oh okay, the cost of capital is well over that. Dave Spray I've got you. Okay, That makes sense. So, accredited investor. if an accredited investor is listening to this and wants to learn more, where would you direct them to? Hayden Kelly There's two ways You can check out our website. You can read about the team I oversee, our investor relations team. We have about 500 line-item investors. If you have any interest in learning more talking about the cannabis industry, maybe you are pursuing debt for cannabis operation. If you're looking for income alternatives in these uncertain markets, I'm happy to talk to you about potential investment opportunities. Dave Spray Okay, should I just email you? That would be great. What's the email address? Hayden Kelly It is HKelly at ChicagoAtlanticcom. That is HTELY at ChicagoAtlanticcom. Dave Spray Okay, and then the website ChicagoAtlanticcom ChicagoAtlanticCreditcom Correct. Okay, chicagoatlanticcreditcom. Well, this has been really interesting. Is there anything that I didn't ask you, that you wish I had? Hayden Kelly No, i think we covered a good chunk of it. We covered a little bit of everything. You know what makes this different I think it's important because there are some other lenders in the space is both were largest by a pretty significant multiple but it's where we focus we said early on, we want to stick east of the Mississippi. We want to focus, for allogopolis exist. We've never done a direct loan in California, which speaks magnitude, because most people the first thing in the first state they think of when you hear cannabis is California. It's where started, it has this, you know, feeling to it. If you go to California, that's where cannabis is, etc. We really focus on these allogopolis and one thing that makes a significant be different, david, is we focus on direct originations. We directly originate our loans from ground up. We have eight direct originators that are in the field, looking for new deals, uncovering new opportunities, staying current with borrowers for introductions and up sizes, which gives us a competitive edge. But we're actually seeing a lot of these deals before anyone else has the opportunity to even talk to the operator. So that's us. I'm happy to chat with anyone more in depth. There's a lot we can go into and I look forward to it. Dave Spray Yes. So one last question. So is there any? you know, given the muddy waters during the federal and the states, if somebody has like Qualified retirement dollars They're looking to deploy, are there any prohibitions against that? I mean, if it's in a qualified retirement, you know, an IRA, roth IRA, or does it have to be, you know, outside that type of vehicle? Hayden Kelly No, great question. We included an offshore feeder on our Second fund, which is available to investors. That eliminates what is called UBTI and ECI, which are on favorable, favorable tax treatments for Qualified plans like a self-directed IRA. Now, if the individual is no longer employed with the firm that maybe they had a 401k with Like we heard is they can roll it into a self-directed IRA and invest. We take self-directed ira's, traditional ira, we take foundations etc. So you can use taxes and dollars. Very attractive from that perspective, given the high yield. Dave Spray Yeah, well, super Well, hey, this has really been. This has really been fun And I appreciate your kind of opening our eyes to an interesting Opportunity that sounds like it may not be around forever, because it was just kind of this unique, influenced of events that's created this opportunity. I heard this quote by Sam Zell. Do you know, sam, the famous Chicago? I think he invented the read. Basically, i think he did. I Heard him speak at a conference. In fact, it was that same conference in Miami where I first met one of your colleagues Earlier this year and Sam, i didn't hear this from him then. Sam spoke at that conference, but I heard him on a podcast and he said when somebody asked him what his occupation is, he said I'm a professional Opportunist, so this sounds like a great opportunity for a professional Opportunist absolutely. Hayden Kelly I think I need to send Sam an email and let him know what we're working on. A Chicago Atlantic, that sounds great. Dave Spray Well, hey, thanks again for your time. Really appreciate it. Have a great day. Thank you, david. Hayden Kelly Bye. Dave Spray There we have it another great episode. Thanks for listening in. If you want to continue the conversation, go to ic disc show dot com. That's ic D is C showcom and we have additional information on the podcast, archived episodes as well as a button to be a guest. So if you'd like to be a guest, go select that and fill out the information And we'd love to have you on the show. So that's it. We'll be back next time with another episode of the ic disc show. Special Guest: Hayden Kelly.

Today on the IC-DISC Show, we're talking with Brian Schwam, National Managing Director of International Tax at WTP Advisors. WTP Advisors and Export Advisors are the two founding members of the IC-DISC Alliance, and in this episode, we talk about the work we do with CPA firms to support their clients who have, or would benefit from having, an IC-DISC. Removing any concern about 'losing' clients to a competitor. This collaborative approach is a great way for CPA firms to expand their client offerings due to the specialist nature of the Alliance work. The flexible engagement model also ensures firms remain in control of the client relationship. This was a really interesting conversation and highlights the partnership opportunities that allow everyone involved to focus on what they do best.

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My guest today is Heidi Henderson. She serves as the Executive Vice President for Engineered Tax Services and oversees the marketing and advertising efforts along with business development. Although ETS is based in Southern Florida, Heidi is actually located in Utah. Doing cost segregation work, mostly on real estate projects, we talk about some of the differentiators for Engineered Tax Services, what clients say about them, and what makes Heidi really proud about the firm. This was a great episode talking about her background - how she got into the real estate business and then how that translated to joining Engineered Tax Services about 12 years ago. We wrapped things up with Heidi sharing some lessons that she's learned through her career and advice that she would give to her 25-year-old self.

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In today's episode, we meet Al Deaver, an intellectual property lawyer and Principal at the Houston-based law firm of McAughan Deaver. Al's undergraduate degree is actually in mechanical engineering and he then paired that with a law degree, making him incredibly proficient with the more technical aspects of intellectual property. In this episode we talked about some things for exporters to be aware of when dealing with trademarks, copyrights and patents. We also discussed getting patents granted in different markets as well as securing your IP right here in the USA. Our discussion is incredibly useful for anyone considering widening the reach of their products now or in the future. I hope you enjoy the episode.

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Today's guest is Laura Stees, a CPA, business strategist, and partner at Stees, Walker & Company LLP in San Diego, California. Laura has a really unique tax practice where she really focuses more on planning and implementation rather than compliance. Her firm does the compliance, but in her experience, it's the planning and maybe even more importantly, the implementation of the planning in which there's a big gap in the marketplace. And we had a really interesting conversation around the things her firm does that differentiate it from other firms and their hyper focus on planning and implementation. There are a lot of great takeaways here, and anyone with an interest in business will gain a lot from taking a listen.

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In today's episode of the IC-DISC Show, we have the pleasure of talking to Lucy Petry, an accomplished tax professional and attorney who recently received her LLM in taxation. She has also been a professor for accounting classes at the University of St. Thomas and law classes at the South Texas College of Law. In this show, we talk about a significant upcoming tax law change that will have substantial reporting requirements for every business owner with a legal entity, as well as the company's shareholders. Lucy also delved deeper into some other parts of the tax code that are helpful for individuals to be aware of, but the average person may not know. It's up right now at www.IC-DISCshow.com/034.

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Today on the IC-DISC Show, we're speaking with Brett Ekart, CEO of United Metals Recycling, a metals recycling and processing company based in Boise, Idaho, and host of the podcast A Scrap Life. Brett grew up in the recycling industry. He loves its potential, and this life-long engagement has given him a different perspective on the business. Instead of considering it a commodity business, he views it as a customer-service business. We discuss this idea and the strategies he's successfully used in the scrap and recycling industry, continuously leveraging any unique advantage to get ahead of his competition. This is a great show, and the ideas Brett shares can be applied by any entrepreneur in any industry.

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In today's IC-DISC Show, I am joined by Brian Schwam & Jim Fyhrie of WTP Advisors, for a special episode as we announce the formation of the IC-DISC Alliance. The Alliance is a collaboration between the premiere IC-DISC consulting firms in the country with the goal of being the most comprehensive IC-DISC resource available anywhere. The founding members of the Alliance are Export Advisors and WTP Advisors. In the show, we get a chance to explore the background of the Alliance and the advantages it brings to clients and their advisors. To learn more about the IC-DISC Alliance, visit https://ic-disc.com.

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Today on the IC-DISC Show, we have the pleasure of talking to Ben Lehrer, the founder and CEO of First Water, an advisory firm here in Houston. First Water connects teams with data to companies with capital through a concept Ben calls "Relational Finance" and in this episode, we talk about Ben's background, what inspired him to start First Water, the type of companies they help, and his book, "Relational Finance: The New Model to Accelerate Growth, Attract Capital, and Maximize the Value of Your Business." Ben's company is unique in the mergers and acquisitions world, and if you're an entrepreneur with an established business that's looking to grow organically or through acquisition, then this episode is for you. It's up right now at www.IC-DISCshow.com/031. Dave

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Today on the IC-DISC Show, we're talking with Chris Dooley, CEO of Dooley Tackaberry, a fourth-generation firm founded 97 years ago in Beaumont, Texas. The company is one of the most reliable suppliers of fire and safety products to oil, gas, and municipal markets, and we had a great conversation about what it's like to be the fourth generation of a family-run business. Chris has an amazing relationship with his employees, and he describes the company as being like an extended family that functions like a well-oiled machine. We further discuss how this relationship and the company's nimble approach to requests from small and Fortune 100 companies lead to deeper customer satisfaction and loyalty. This is a great show, with many examples of a company focusing on becoming a trusted partner. LINKSShow Notes

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Ali, you may remember, has a hugely successful wealth management firm based in Houston, but he is back as a guest because he's just released his new book, The Business Owner's Dilemma looking at the 3 dilemmas we face as business owners. It's a great conversation talking about the book, why he wrote it, how he sees it as more of a ROLE (return on life experience) project rather than an ROI project, and why entrepreneurs are fundamentally different from non-entrepreneurs when it comes to wealth and legacy planning. One of the book's biggest takeaways is to achieve clarity and a path toward planning and capturing your life's work, so I highly recommend checking out Ali's book at www.alinasser.com. LINKSShow Notes

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| | Ali NasserAbout Ali |

Special Guest: Ali Nasser.

Today on the IC-DISC Show, we're talking with Dave Manges, Founder and President of Reinsman Consulting, a specialty consulting firm based in Dallas, Texas, helping small and medium-size businesses navigate the complexities of the Employee Retention Credit and other COVID-19 stimulus programs. Dave has an interesting story. He was on a partnership track at a big four accounting firm, but when the various COVID relief packages came into effect, he saw an opportunity to focus on helping the small and medium market. His employer was focused on the higher-end, larger firm market, so Dave took the chance and launched his firm to support this group. He hasn't looked back since. He has a real passion for helping business owners, thriving on doing a great job for them, and this episode has some great insights into the tax credits and stimulus packages that are available and how his diverse background contributes to his ongoing success. If you are interested in exploring your situation with Dave, let me know and I'll connect you. LINKSShow Notes

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About Export Advisors

About Reinsman Consulting

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| | Dave MangesAbout Dave |

Special Guest: Dave Manges.

Today on the IC-DISC Show, we're talking with Michael Kramer, President of ManageHub, a specialty consulting firm based in Chicago, who use the Malcolm Baldridge principles of total quality management to dramatically improve a company's quality and performance in a relatively short period of time. We had a great conversation about some of the client successes he's had, the history of Baldrige, and also what a tremendously underutilized, American-made system Baldrige is. Mike really has a passion for sharing this system high and wide to every US company, so if you've ever wanted to learn more about the benefit of exceptional quality and excellence in your own organization, this episode has a lot of great ideas and insights. LINKSShow Notes

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About Export Advisors

About ManageHub

Baldridge 2020 Executive Guide

GUEST

| | Michael KramerAbout Michael |

Special Guest: Michael Kramer.

Today on the IC-DISC Show, we're talking with John McDonough, a Financed Insurance Specialist based in Houston. John works with ultra high-net-worth families and C-suite executives to create innovative insurance solutions, and this is a very interesting episode because we had the opportunity to talk about his services and the challenge of helping people understand these new ideas. He has a detailed understanding of the leverage that premium finance life insurance can provide to the ultra-wealthy for estate tax liquidity, and to companies for executive retention in the C-suite, and this really was one of the most interesting calls I've had in a long time. LINKSShow Notes

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| | John McDonoughAbout John |

Special Guest: John McDonough.

Today on the IC-DISC Show, we have a little different type of podcast. Rather than speaking with a guest, I'm going to do a short episode in which I answer the most common questions we've received this year about the future of the IC-DISC given the new administration. A change in administration always raises concerns, so I want to share some of the opportunities and challenges of using the program. Q&A shows always raise more questions, so if there are any points I didn't cover, please use the contact form to send me a message. LINKSShow Notes

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Today on the IC-DISC Show, we're talking with Paul Liberato, President of Billy Pugh, a pioneering offshore safety equipment company based in Corpus Christi, Texas. I've known Paul for some time but didn't know his entire story. This podcast was a great opportunity to understand some of what he's achieved since becoming President. For the last 32 years, some of their best product solutions have come from customers with real-life problems, and we had a really insightful conversation about this strong customer/supplier relationship and how that makes a company stronger. I enjoyed this episode and the chance to talk about the possibilities that come from learning from your customers. LINKSShow Notes

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| | Ron BakerAbout Paul |

Special Guest: Paul Liberato.

Today on the IC-DISC Show, we're talking with Ron Baker, founder of VeraSage Institute, a think tank dedicated to teaching value-based pricing, and host of the Soul of Enterprise podcast. This really was a bucket list interview for me. Ron's work has literally added millions of dollars of value to our business and our clients. He's an amazing thought leader, and if you're in an industry where billable hours are the prevailing idea, his insights into revolutionary pricing models can be a game-changer for your business. Even if you're not in a professional services business, his ideas on creating subscription services for all kinds of businesses are really interesting. So, we had a wide-ranging conversation. He had lots of great examples, and I'm sure you'll find something to make you think about your pricing in this episode. LINKSShow Notes

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| | Ron BakerAbout Ron |

Special Guest: Ron Baker.

Today on the IC-DISC Show, I'm talking with my good friend Randy Reimer, owner of Houston-based boutique CPA firm Reimer, McGuinness & Associates.

We had a great, wide-ranging conversation about Randy's experience, including talking about some of the misconceptions people have about CPA firms and some of the mistakes entrepreneurs make when setting up their business.

Randy has been the CPA for our firm and our family for many years, so it was especially exciting to be able to share some of his knowledge on the show.

Have you ever wanted your own podcast?

I've created a 2-minute scorecard at YourPodcastScore.com that looks at eight indicators of how a podcast can amplify your message.

If you've ever wondered if a podcast is right for you, take a look.

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| | Randy ReimerAbout Randy |

Special Guest: Randy Reimer.

Today on the IC-DISC Show, we're talking with Dave Kane, President of 21st Century Programming, a software company that creates programs for scrap recyclers to run and improve their business.

Dave's name will be familiar to many in the scrap metal business, but even if you're in a different industry, this is an interesting episode because of 21st Century's approach to developing software based on the needs of their clients.

I really enjoyed this conversation looking at the history of the company, how customers requirements and expectations have changed over the years, and we also had the chance to discuss a new collaboration between Export Advisors and 21st Century Programming to help scrap exporters quickly identify the tax savings they could achieve from an IC-DISC.

This is a great episode that really highlights the opportunity to create a win for your clients by removing any friction.

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| | Dave KaneAbout Dave |

Special Guest: Dave Kane.

Today on the IC-DISC Show, we're talking with Ron Hallmark of Hibbs-Hallmark, a specialty property and casualty insurance broker with a focus on the scrap metal industry.

This was a great episode and especially useful for anyone in the scrap metal industry because, whereas many of these companies are served by generalist brokers, Ron's company approaches insurance from the opposite perspective. They focus on just one industry, nationwide.

We dive into some of the reasons using a specialty insurance broker can really make a lot of economic sense when it comes to things like potentially dramatically lower premiums, better coverage, and better outcomes in the event of a claim.

I really enjoyed this episode. There is a lot to take away.

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| | Ron HallmarkAbout Ron |

Special Guest: Ron Hallmark.

Today on the IC-DISC Show, we're talking with John Warrillow, best selling author of books including Built To Sell and The Art of Selling Your Business, and founder of The Value Builder System™, a simple software for building the value of a company used by thousands of businesses worldwide.

This is a great conversation. I've know John for some time and have been looking forward to sharing his thinking and approach to building a business that can thrive without you.

There are a lot of ideas you can take action on in this episode.

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| | John WarrilowAbout John |

Special Guest: John Warrillow.

Today on the IC-DISC Show, we're talking with Sheila Enriquez, the managing partner of CPA firm Briggs and Veselka here in Houston.

This was a fantastic interview with a really amazing person. Sheila is the first guest I've had who was not born in the USA, and she really epitomizes the American dream and the opportunities available in this country. It's something some of us who are native-born can forget, and I certainly have to be careful not to take for granted the opportunities this country offers.

So this is a wide-ranging interview talking about the accounting profession, her background in the company as a managing partner, as well as some of her heartwarming, personal story.

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| | Sheila EnriquezAbout Sheila |

Special Guest: Sheila Enriquez.

Today on the IC-DISC Show, I just wrapped up one of the most interesting interviews I've ever had on the podcast.

My guest was Dean Jackson, a real Renaissance entrepreneur who has some really incredible businesses and really great ideas.

His company's tagline is 'We help entrepreneurs make more money', and this was a great far-ranging conversation. Dean charges several thousand dollars for one on one consultations, and you can get his wisdom for free today.

We talked about some of the really transformative concepts he pioneered, and we also talked about why this Coronavirus shutdown could be the opportunity of a lifetime for a lot of people, but it is their attitude that will ultimately determine whether this was the best thing that could have happened or the worst thing.

This episode is full of some really interesting insights.

We didn't talk about IC-DISC at all, but it will be incredibly valuable for any entrepreneur or anyone in a role where they're responsible for generating revenue.

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| | Dean JacksonAbout Dean |

Special Guest: Dean Jackson.

Today on the IC-DISC Show, we're talking with Ali Nasser, who owns a unique, wealth management firm called AltruVista based in Houston, Texas.

AltruVista focuses almost exclusively on business owners and helps with the unique challenges business owners face.

They have a great process, and there is a lot of useful information in this episode about the common mistakes business owners make, and the different strategies you can implement to avoid these pitfalls.

I really enjoyed talking with Ali. They have a strong planning-based approach that's a real strength that comes across in the show.

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| | Ali NasserAbout Ali |

Special Guest: Ali Nasser.

Today on the IC-DISC Show, we're talking with Charlie Rowe, a former client of ours, who sold their scrap yard four years ago.

I've wanted to get Charlie on the show for some time now because he has a really interesting perspective as someone who effectively used an IC-DISC, as well as being an actual client of ours.

Because he's now sold his business and is no longer an active client, he's open, transparent, and candid in the show about all the details of the DISC, his relationship with us, the terms of our agreement, and the various aspects of the DISC calculation. It's a very insightful and forthright perspective that he might not have felt as comfortable sharing if he had still owned his business.

In the show, we covered his history in the scrap world, the story of his business, his transition as he sold the business, and all of the lessons he learned using the IC-DISC.

He's also happy to field any questions about his experience from people considering using our service, or setting up an IC-DISC. His contact details are in the show notes.

I really enjoyed this interview. Charlie is a great guy, and there is a lot to take from this episode.

LINKSShow Notes

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| | Charlie RoweAbout Charlie |

Special Guest: Charlie Rowe.

Today on the IC-DISC Show, we're talking with Bob Blades, the president of Blades International, a foreign exchange consultancy based in Houston.

They have a great niche business in which they act as an advocate for their client to ensure the foreign exchange rates they pay are fair and reasonable.

I discovered during the call that it's just the nature of foreign exchange to have a lot of complexity, so they assist their clients in making sense of that complexity.

Bob has some great success stories from clients in a variety of different businesses. Although they have historically worked primarily with multi-national Fortune 500 clients, their service is now a viable option even for companies with under a million dollars a year of foreign exchange.

Their free analysis is a great way to see the indicative savings you could achieve, and they are a very knowledgeable and enthusiastic group of people to work with.

So, I learned a lot about foreign exchange myself. It was a really fun interview, and I hope you enjoy it as much as I did.

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| | Bob BladesAbout Bob |

Special Guest: Bob Blades.

Today we have a very special episode of the IC-DICS Show.

It's special because it's the first time we're speaking with a returning guest and it is the first time that we're talking with two guests. But the most important part is who those guests are.

Today we're talking with Neal Block and David Berek of Baker McKenzie. The release date of this episode (1/28/20) is also Neal's last day before he retires after 50 years with the firm; David is Neal's successor.

The show was a lot of fun. As you'll remember from Neal's last appearance, his experience gives him a wealth of insights. It was great to get both of their opinions on the different ways to structure an IC-DISC. Even during the show, I took many notes to that I could go back to our clients with new ways of structuring a second and third IC-DISC.

So there is a lot of really great information here for you, especially for closely-held family business that are trying to transfer inter-generational wealth as tax-efficiently as possible. For the advisors, the CFOs, and the owners of these types of companies, this episode is worth listening to.

I wanted to thank Neal for his time and wish him the best in his next step, and thank David for his insights. I know we'll be hearing from them both again in the future, but for the moment, there is a lot to listen to in this episode.

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GUESTS

| | Neal BlockAbout Neil | | | David BerekAbout David |

Special Guests: David Berek and Neal Block.

Today on the IC-DISC Show, we're talking with Chris Hanslik, the chairman of law firm Boyar Miller in Houston.

Boyar Miller has a really different approach to their law practice. They view themselves as entrepreneurs whose service just happens to be the law. This gives them an interesting perspective when serving entrepreneurial companies.

They spend a lot of time on culture, which is something I rarely hear from law firms, and in the show we talked about how, taking a page out of Southwest Airlines’ playbook, their focus is primarily on their employees, knowing that their employees will take great care of their clients.

All of this helps them create a practice that really supports businesses like ours, and it was interesting to hear Chris's perspective as we go into 2020.

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| | Chris HanslikAbout Chris |

Special Guest: Chris Hanslik.

Today on the IC-DISC Show we're talking with Johnny Ryan, the former CEO of Alexander/Ryan Marine & safety.

Johnny was a longtime client of ours until he sold the company to a private equity firm about six years ago, and this was a great interview with a very successful, self-made entrepreneur who really came from nothing to build and sell a very successful company.

There are a lot of valuable insights in this episode, as well as some personal stories from Johnny's past. I hope you enjoy listening to this interview as much as I enjoyed recording it.

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| | John RyanAbout John |

Special Guest: John Ryan.

Today on the IC-DISC Show we have a great interview with Brannon Poe, who's company, Poe Group Advisors, facilitates the sale and acquisition of accounting firms.

Brannon's thoughts will be of interest to a lot of business owners, but you'll find this particularly interesting if you're a CPA.

Poe Group Advisors has sold more than 300 CPA practices over the last decade, and this was a great opportunity to dive into some of the detail in these types of transactions. We had a chance to dispel a lot of the misconceptions around buying or selling a practice, and talk about the interesting point that all-cash offers are not only possible, but preferable, and are becoming more common in this economy.

If you've considered buying or selling a practice, or if you've ever wanted to leave your corporate accounting job to be self-employed, this really is a must-listen interview, and a tremendous opportunity to expand your boundaries to see what's possible.

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| | Brannon PoeAbout Brannon |

Special Guest: Brannon Poe.

Today on the IC-DISC Show we're talking with Cory Jackson, the president of CT Gasket, a company that makes high-end mission-critical gaskets and seals here in Houston, Texas.

Cory is the first client we've had on the show. His is a third-generation business. He's a tremendous entrepreneur, and over the 15 years we've worked with him, it's been great to see his incredible success first hand.

So this is a wide-ranging conversation. He shares some interesting thoughts on the benefits of an IC-DISC as a client, and even if you're not in the manufacturing business, there are a lot of lessons he's learned, that could be beneficial for your business.

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| | Cory JacksonAbout Cory |

Today on the IC-DISC Show we're talking with Julio Gonzalez, CEO of Engineered Tax Services.

This was a great conversation discussing some of the tax incentives his company specializes in, and it's another example of how you can benefit by working with a company who understands you industry.

With so many specific tax codes, this specialist knowledge can save you many thousands of dollars.

We had a chance today to dive deep today into those tax incentives with an engineering component, and it was great to hear some of Julio's experience.

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| | Julio GonzalezAbout Julio |

Special Guest: Julio Gonzalez.

Today on the IC-DISC Show we're talking with Brandon Frenza of the law firm Cantrell and Cantrell, based in Houston.

Brandon's a little younger than most of our guests, and he brings a more youthful perspective, but it's his interesting background that made me want to have him on the show as a guest.

He previously worked at the IRS, and his current role is for a law firm that specializes, amongst other tax issues, in handling tax controversy cases.

I really enjoyed the interview. He's an interesting guy and this was certainly an interesting conversation that will give you an insight into some of the more unusual IRS situation that can occur.

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| | Brandon FrenzaAbout Brandon |

Special Guest: Brandon Frenza.

Today on the IC-DISC Show we’re talking with Hans Stronck, from Expense Reduction Analysts.

I’ve known Hans for many years and really appreciate the help he’s provided to our clients in the past. I’m excited to be able to share his ideas with you because I know they really can help any company that has $5 million or more in revenue, regardless of whether you export.

Hans also created a guide www.ReducedExpenses.com that accompanies the points he talks about today, so if you don't have time to listen to the podcast, I encourage you to head over there and take a look at this great presentation with more detail on the savings strategies he’s suggesting.

I know you’ll get a lot from this episode.

Hans has helped dozens of our clients save millions of dollars and I'm a big fan of what they do.

LINKSShow Notes

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GUEST

| | Hans StronckAbout Hans |

Special Guest: Hans Stronck.

Today on the IC-DISC Show I had a great conversation with Adam Traweek of Amegy bank in Houston, Texas.

As a banker, Adam's able to give us more of a lay person's perspective of the IC-DISC and how he uses it as a potential differentiator when talking to prospective clients.

We ended the conversation talking about the IC-DISC from a technical perspective and the different ways a bank can structure client loan documents and loan covenants to encompass an IC-DISC.

This was a wide-ranging interview, and I really enjoyed talking to Adam. I think you'll appreciate his bright, down to earth approach too.

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| | Adam TraweekAbout Adam |

Special Guest: Adam Traweek.

Today on the IC-DISC Show I am really excited to have the opportunity to interview Neal Block of Baker & McKenzie.

Neal is referred to as the godfather of the IC-DISC. He has been doing IC-DISC work since its inception in 1971, and he really has an amazing background having worked with clients since the start of the program.

His breadth of knowledge and experience is fascinating. He's always very engaging to talk to and has story after story to illustrate every example of his IC-DISC work over the last 50 years.

I hope you enjoy listening to this interview as much as I enjoyed recording it. It really is a 'must listen' episode.

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| | Neal BlockAbout Neal |

Special Guest: Neal Block.

Today on the IC-DISC Show we're talking with John Flatowicz, former managing partner of Briggs and Veselka, the largest independent CPA firm in Houston, Texas.

John has a great back story, and it was interesting to hear how he joined Briggs and Veselka to start the audit practice at the ripe old age of 26 years old, and about the philosophies he had back then, that he and the firm still have today.

Briggs and Veselka are a firm that grew from nine people in 1982 to over 300 people today, and there are a lot of great insights into developing a CPA firm, or really any other client service firm.

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| | John FlatowiczAbout John |

Special Guest: John Flatowicz.

Today on the IC-DISC Show we’re talking with Meril Markley.

It’s a great conversation. Merrill has a unique perspective on tax law having previously work on the staff of Congressman Kevin Brady, who was subsequently chairman of the House Ways and means committee.

We also talked about the history of tax policy, and how it’s influenced the history of Western civilization in some surprising ways. In particular, the idea that the fall of the Roman empire was due in part, to the tax system at the time.

So I think you’re going to enjoy this great, wide ranging conversation with Meril.

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GUEST

| | Meril MarkleyAbout Meril |

Special Guest: Meril Markley.

Welcome to the first episode of the IC-DISC Show.

I wanted to share this quick introduction with you and set the scene for the shows to come.

I'm very excited by this project, and can't wait to share the stories and insights of the fantastic guests we have lined up.

In the meantime. If you'd like to be a guest on the show, and share your story, head over to IC-DISCshow.com and follow the 'Be a Guest' link.