Show Me The Way

Ep. 32 — Understanding the Power of Employee Stock Ownership Plans with Kelly Finnell

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Kelly Finnell, J.D., CLU, AIF, President of Executive Financial Services, Inc., to unlock the mysteries of Employee Stock Ownership Plans (ESOPs). With an in-depth look at their strategic benefits for business succession and liquidity planning, along with the potential windfalls for employees as a retirement plan, this episode is a must-listen for business owners and anyone interested in financial planning.
Ep. 32 — Understanding the Power of Employee Stock Ownership Plans with Kelly Finnell
Dave opens by asking guest Kelly Finnell about his background, after which they diev into a detailed discussion about Employee Stock Ownership Plans (ESOPs). He begins by defining what ESOPs are - they are employee benefit plans that provide company workers with an ownership interest in the company. In an ESOP, companies provide their employees with stock ownership.
Kelly then elaborates on the complexities of setting up ESOPs. He emphasizes that establishing an ESOP requires a considerable amount of planning and effort from both the business owner and the employees. This process includes determining the company's value, deciding how much stock will be distributed, and setting up a trust where the shares will be held. Furthermore, ESOPs have to be administered following strict regulatory standards set by the Internal Revenue Service and the Department of Labor.
Despite these complexities, Kelly stresses the benefits of ESOPs. For employees, ESOPs represent a form of profit-sharing where they benefit directly from the success of the company. Employees receive a tangible stake in the company, which can be a powerful incentive for increased productivity and loyalty. For business owners, ESOPs can serve as an effective succession planning tool, allowing them to gradually transfer ownership to the employees while retaining some control over the business.
Kelly also points out potential drawbacks. If not managed correctly, ESOPs can lead to employees bearing too much financial risk if the company does not perform well. In addition, the cost and effort involved in setting up and maintaining an ESOP can be substantial.
ESOPs and Tax Benefits Simplified
Kelly then explains some requirements for a business to qualify for an ESOP. He emphasizes that, as a general rule, a company needs to have at least $2 million of adjusted EBITDA and at least 50 employees to be a good candidate. This, however, is not a legal restriction, but more of a practical guideline to ensure a favorable cost-benefit ratio for the business.
He then dives into the tax benefits of ESOPs, mentioning a provision added to the Internal Revenue Code in 1984, section 1042, which is a form of like-kind exchange. Essentially, this means that a business owner can sell their stock to the ESOP, receive cash, and reinvest that cash in like-kind properties, such as stocks or bonds of a U.S. domestic operating company, without having to pay tax on the gain from the sale to the ESOP.
Moreover, Kelly highlights that ESOPs can enable a company to operate on a tax-free basis post-transaction. This is possible because the ESOP-owned company will typically be an S-Corporation, which is a pass-through entity and therefore does not pay tax. Instead, the earnings flow through to the owner, in this case, the ESOP trustee who is tax-exempt.
Kelly also explains how ESOPs give business owners a way to protect and reward their employees. This makes ESOPs a popular choice among business owners who wish to recognize their employees' efforts and contributions.
Understanding ESOPs for Business Owners
Kelly gives an in-depth explanation of the process of setting up an ESOP and the key players involved in the process. He begins by detailing how the process usually starts with an initial phone conversation between the client, their advisors, and the ESOP consultant. This conversation is designed to introduce the concept of ESOPs, explain how they work, discuss their tax benefits, and answer any questions the client may have.
He then discusses the team that is typically assembled to facilitate the creation of an ESOP. This team includes the ESOP consultant, the ESOP investment banker, the ESOP trustee, an independent valuation advisor, legal counsel, and a bank. Each of these players has a unique role in the process, with the ESOP consultant and investment banker usually making the first contact with the client and leading the negotiation of the sales price and other terms of the transaction.
Next, Kelly highlights the differences between an ESOP consultant and an ESOP investment banker. While both professionals guide the client through the ESOP process, he explains that ESOP consultants, like himself, charge a fee based on their time, which is significantly less than the fees charged by ESOP investment bankers who base their fees on the value of the asset being sold. Additionally, Kelly points out that ESOP consultants typically stay involved with the company after the transaction is completed, helping to communicate the benefits of the ESOP to employees and navigate the transition process.
Kelly provides an overview of the steps that occur after the ESOP transaction is completed, which includes conducting an employee communication meeting, providing quarterly newsletters, and repeating the PowerPoint presentation on the plan's anniversary each year. These steps, Kelly emphasizes, are critical for ensuring the employees understand and appreciate the ESOP.
The Evolving World of ESOPs
Kelly gives real-world examples of business owners who have successfully integrated ESOPs into their business model, and the significant changes it brought about.
He explains how one business owner leveraged ESOPs to change the trajectory of their business. Through the use of ESOPs, the business owner was able to create an environment that fostered employee engagement, leading to higher productivity and overall business growth. He highlights how this move helped the business owner to share the success of the company with its employees, creating a sense of ownership and commitment amongst them.
Kelly doesn't shy away from addressing the challenges that come with ESOPs. He discusses the increasing government oversight and complex regulations that business owners need to navigate. He stresses that although these changes might seem daunting, they are essential to ensure the protection of employees' interests and to maintain the integrity of the ESOP system.
He encourages business owners to research online, join industry associations, and seek advice from ESOP professionals to stay updated on the evolving industry. Kelly also recommends his book, The ESOP Coach, as a resource for further understanding of ESOPs.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 31 — Navigating the Intricacies of Family Offices with Thomas Dexter

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Thomas Dexter, or TD, about his experiences helping individuals create and operate family offices. We discuss the different types of practices, who should consider a family office, and get advice on best management practices.
Ep. 31 — Navigating the Intricacies of Family Offices with Thomas Dexter
The episode begins with an in-depth exploration of the family office industry with seasoned expert, Thomas Dexter, or TD. He explains his diverse background that includes growing up across the United States and leveraging his athletic abilities to gain an MBA from the College of William and Mary.
TD then provides a detailed overview of the family office industry. He shares his experiences of assisting individuals in creating and operating family offices, which involves arranging, handling, and counseling families, as well as dealing with Mergers and Acquisitions.
Thomas explains that a family office is an organization that manages the financial affairs of a family. However, not all family offices are the same. They differ based on investment discipline, structure, and other factors. He points out that a family with $250 million in assets and above would generally be a candidate for establishing a family office.
The reason for this, TD explains, is that the costs associated with running a family office (including staffing and investment fees) can be justified at this level. He notes that smaller family offices might be better off leveraging the resources and infrastructure of outside firms.
The discussion also delves into the criteria that may prompt the establishment of a family office. For instance, a family might establish a family office if they have a large number of children or grandchildren, requiring more intensive administration. Confidentiality concerns might also prompt the establishment of a family office, as bringing all operations in-house can provide an additional layer of identity protection.
Managing a Family Office
TD then delves into the essential aspects of managing a family office. His primary emphasis is on the absolute necessity of having a mission statement and bylaws to ensure the smooth functioning of a family office. He believes that these are crucial in outlining the organization's purpose, goals, and rules of operation, thus providing a clear direction and a set of guidelines to follow.
A key aspect that TD underscores is the pivotal role of the family office manager. This individual needs to be in constant dialogue with family members or trustees to understand their goals, objectives, and risk tolerance. This understanding allows for more accurate planning and decision-making, tailored to the unique needs and expectations of each family member. He points out that a successful manager must foster open dialogues, comprehend the family's objectives, and grasp their risk tolerance.
Furthermore, TD highlights the value of having an investment policy statement. This document outlines the family's investment strategy, providing a roadmap for the family's investment decisions and ensuring consistency in their approach. It provides clarity on risk tolerance, asset allocation, and investment objectives, helping to avoid any misunderstandings or disputes over investment decisions.
Lastly, he underscores the importance of educating the next generation about risk and spending. This not only prepares them for future financial responsibilities but also ensures the long-term sustainability of the family wealth. He also discusses the pros and cons of involving qualified family members in the family office, noting that while this can bring valuable insider perspective and commitment, it can also potentially introduce conflicts of interest or interpersonal tensions.
Objective Arbiters in Conflict Resolution
Given that family offices typically involve multiple generations of a family, there is often an evolution in the dynamics of the family office. TD explains it is thus critical to have these bylaws in place from the outset, providing clear guidelines on how to navigate various issues such as hiring family members, determining criteria for roles and outlining authority chains.
He notes that conflicts are almost inevitable in any family-run business, and it is the same for family offices. TD explains this is why it is crucial to have an objective arbiter who can handle such situations professionally and objectively. The role of an objective arbiter could be filled by a trusted family member, a legal expert, or a third-party mediator.
TD also discusses how to exit a professional who is not living up to expectations in the family office. This process can be quite challenging, especially if the professional in question is a loved one. It is recommended to have a clearly outlined process in the bylaws for such a situation.
Lastly, the podcast touches on the concept of bringing in external professionals to the family office. It is advised to ensure these professionals are well-qualified and have a deep understanding of family office dynamics. Dexter suggests that the family office manager, who has been in the industry for several years, would have a network of professionals to tap into. Alternatively, headhunters could be employed to find suitable professionals.
Types and Risks of Family Offices
TD then explains the different forms a family office can take, each coming with its own set of unique challenges and considerations.
Firstly, he explains that there are single-family offices, which cater exclusively to the needs of one affluent family. These are typically formed by families with $250 million or more in assets. These types of family offices can be highly customized to the needs and desires of the specific family, however, they can also be quite costly to operate.
Secondly, there are multi-family offices. These serve the needs of multiple families and are a more cost-effective solution for families with substantial, but perhaps not immense, wealth. While they lack the extreme customization of a single-family office, they provide professional management and confidentiality.
Virtual family offices are a relatively new type of family office and operate mostly online. They can offer a high level of service and customization while also keeping costs down due to reduced overheads. However, they might not offer the same depth of personal relationships and understanding that can be developed in more traditional office settings.
Lastly, Dexter mentions hybrid family offices. These combine elements of the other types to provide a flexible solution that can adapt to a family’s changing needs over time.
Family Office Investment Strategies and Advice
TD follows this up by providing valuable insights on the investment strategies for family offices. He stresses on the importance of identifying and calibrating the different risk appetites among family members. This is crucial as the family office represents multiple generations, each having different investment goals and risk tolerance levels. A thorough understanding of these factors can help the family office manager design a customized investment strategy that aligns with the family's objectives while minimizing risks.
One key point discussed is the need for a rigorous process when selecting a primary member of the investment team. The person in this role has a critical responsibility to manage and grow the family's wealth. Therefore, the selection process should be comprehensive, considering factors such as the candidate's experience, expertise, integrity, and alignment with the family's investment philosophy.
Furthermore, TD advises family offices to be cautious when venturing into new asset classes. He specifically mentions cryptocurrency, an asset class that has gained significant attention due to its high returns. However, it also carries considerable risk due to its volatility. Dexter suggests limiting exposure to such asset classes until the family office has gained a thorough understanding and can manage the associated risks effectively.
TD also highlights the advantages of leveraging buying power in a family office. With significant assets under management, family offices can negotiate better terms and conditions with service providers and investment opportunities. This can lead to cost savings and potentially higher returns on investments.
Finally, TD provides his perspective on the future of family offices. He predicts a potential decline in the headcount of family offices, implying a shift towards more streamlined operations and perhaps increased outsourcing. This trend could be driven by various factors, such as advancements in technology, changes in the regulatory environment, or shifts in the family's needs and preferences.
TD Provides Advice and Insight
TD continues his advice in offering invaluable advice on the legal aspects associated with the functioning of family offices. This involves the crucial elements that must be present in an agreement between a family office and its members. These elements likely include the rights and responsibilities of each member, their financial obligations, as well as guidelines on conflict resolution.
Additionally, he highlights the best practices for managing the ongoing relationship between the family office and its members. This might involve regular meetings, transparent communication, and consistent reviews of the office's performance and objectives. He underscores the benefits of having a clear process for resolving disputes, which can prevent disagreements from escalating and damaging the family’s relationships or the office's functionality.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 30 — The ‘Book’ Author with Jennifer Peek

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Jennifer Peek, CEO of Peek Advisory Group and Founder of The CFO School, to discuss the importance of a comprehensive 'book' to impress potential buyers, elements you should be including in your book, and why addressing any potential credibility-denting issues upfront is crucial.
Ep. 30 — The ‘Book’ Author with Jennifer Peek
Jennifer starts by providing an insightful glimpse into her journey from public accounting to establishing her own practice. Her discussion highlights her diverse experience in the industry, with a specific emphasis on the importance of creating a comprehensive 'book' for potential business buyers.
The goal of the 'book', as Jennifer explains, is twofold. It's meant to tell a compelling story about the business that entices potential buyers, and it also addresses any issues that might harm the credibility of the company. By addressing these issues upfront, sellers can maintain the trust and confidence of potential buyers throughout the selling process.
To illustrate the importance of transparency, Jennifer emphasizes that any discrepancies or inconsistencies will eventually come to light, potentially at the worst possible time, thereby damaging the credibility of the seller and the deal itself.
They also explore the various elements that go into creating a 'book'. From financial documents to employee information and customer lists, Jennifer emphasizes the need to gather these documents early in the process, when the seller's energy and motivation are at their peak.
Jennifer also underscores the value of visual elements in the 'book', such as logos, charts, product photos, and facility images. These elements, she says, engage the reader and make the 'book' more intriguing and appealing. She also alerts sellers that they have effectively taken on another part-time or full-time job and that there's a need for meticulous and detailed work in order to successfully market and sell their business.
Company's Sell and Buy Process Elements
Jennifer then provides a comprehensive look into the essential elements involved in the process of selling and buying a business. She explains the importance of creating a compelling 'book' that includes detailed information about the company's background, key products and services, primary customer groups, leadership and management structure, and unique operational features.
From a seller's perspective, she emphasizes that the book should be used as a marketing tool, highlighting the strengths and unique selling points of the company. This could include proprietary systems, updated software, or strategic location. If there are any potential issues or drawbacks, such as customer concentration or inconsistent financial results, these should be addressed upfront in the book to avoid surprises during the negotiation process.
When looking at the process from a buyer's perspective, Jennifer notes that potential buyers will often disregard information they don't find relevant or important. Buyers are primarily concerned with financial trends and consistency. They prefer a stable and predictable financial picture as this provides a level of assurance and reduces perceived risk.
Jennifer also discusses the impact of external factors, like the COVID-19 pandemic, on the business transition process. She explains that these external factors can greatly influence the dynamics of creating a book, as they can drastically change the company's operations and financial performance. Therefore, it's crucial for sellers to keep the book updated to reflect any significant changes.
Moreover, Jennifer highlights the importance of addressing any customer concentration issues upfront. This is because potential buyers often perceive customer concentration as a risk, fearing that the business might suffer significant losses if a major customer walks away.
Book, Valuation, and Due Diligence Process
Jennifer delves into the intricate details of the process involved in creating the 'book' for a business that's preparing for a sale, business valuation, and due diligence process.
She starts by discussing the importance of adjusted EBITDA used in the process of creating the book, valuation, and quality of earnings. She explains that many transactions are priced based on this metric, hence it's essential for this figure to be consistent across the board to give sellers more power in a deal.
Jennifer mentions that she holds one of the two nationally recognized certifications for business valuation - the CVA (Certified Valuation Analyst) certification through NAACVA (National Association of Certified Valuators and Analysts). She emphasizes the importance of having a certified valuation in addition to a marketing book.
She dives further into the Quality of Earnings report, explaining it as a mini audit designed to ensure that the offer being made for the business accurately reflects the company's operations. It involves a detailed review of the company's financial statements to verify the consistency of earnings and the likelihood of future earnings.
Jennifer notes that updates to the book might be necessary during the selling process, especially if there are consistent questions from potential buyers that the book didn't initially address. The financial information might also need to be updated if it becomes outdated during the selling process.
Deals
After questioning from Dave, Jennifer shares valuable insights into the intricacies of deal-making in business transitions. She begins by discussing the top three reasons why deals often fail.
Time: The process of business transitions can be lengthy and requires considerable energy. The longer it takes to close a deal, the more exhausted everyone involved becomes. Moreover, the extended timeframe opens up the possibility for unforeseen circumstances that could derail the deal.
Negligence: Sellers, after deciding to sell their businesses, sometimes take their foot off the gas and neglect their business operations. This can lead to declining business results, which can undermine buyer confidence and hamper the deal.
Lack of Transparency: Sellers who aren't as transparent as they should be can also jeopardize a deal. Not being upfront about potential issues or challenges can breed mistrust and potentially lead to a deal falling through.
Jennifer goes on to share attributes that make a deal successful. She stresses the importance of being transparent and responsive throughout the process. It's crucial for sellers to continue running their businesses as efficiently as before until the deal is finalized. She also mentions the importance of starting the process before you think you're ready.
She then shares valuable advice for both buyers and sellers. For buyers, Jennifer suggests that they should be serious about the process and not merely window shop. For sellers, she warns against falling in love with a potential buyer too early in the process.
In closing, Jennifer recommends allowing a minimum of one year for the business transition process to take place. This timeframe ensures ample time to navigate potential obstacles and successfully close a deal. She emphasizes that this is not a process to be rushed but rather one that requires patience, transparency, and diligence.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 29 — From Injury to Impact with Todd Durkin (part 2)

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Todd Durkin, a Master Motivator, Coach, Keynote Speaker, Podcast Host, Husband, Father, And IMPACT Maker. In this continued conversation with Todd, they discus his plans for the future, and how the pandemic spurred him to embark on a journey of rebranding and reinvention, and how we can utilize our unique gifts to make a positive impact in the world.
Ep. 29 — From Injury to Impact with Todd Durkin
Todd began his transformation when he was a college quarterback at William and Mary. Todd takes listeners on a deeply personal and inspiring journey, from his early days as a college athlete to becoming a mindset guru and successful fitness entrepreneur. This transformational journey was not without challenges, and it is in overcoming these that Todd found his true purpose and passion.
Identity, Impact, and Energy
Todd continues his story by delving deep into how identity, impact, and energy, are all crucial elements in his journey of personal growth and success. He shares insights about how our individual identities are tied to our passions and the unique gifts we bring to the world.
Starting with identity, Todd reflects on his journey from being a college quarterback to becoming a fitness business owner. He speaks about the significance of embracing your identity and aligning it with your mission in life. He believes that acknowledging who you are and what you stand for provides a solid foundation to create a meaningful impact in the world. His message is that our identities are not stagnant; they are ever-evolving, shaped by our experiences and the roles we play.
When it comes to impact, Todd highlights the importance of focusing not just on personal success but also on the positive influence we can have on others. He emphasizes that the true measure of success lies in the impact we make, whether that’s through our careers, our relationships, or our contributions to society. His journey as a fitness entrepreneur serves as a testament to this belief, illustrating that making a difference in people’s lives can be far more rewarding than financial gain.
Lastly, Todd talks about energy, which he believes is a vital resource that needs to be nurtured and protected. He shares his belief that our energy levels can significantly influence our performance and our ability to make a positive impact. By cultivating good habits and establishing rules to safeguard our energy, we can maintain a high level of performance and productivity.
Reflecting on Todd’s Journey and His Podcast
The last few minutes of the podcast, Todd Durkin reflected on his journey, and his mindset shift towards impact and legacy. He pondered on what he wants to be remembered for, both as an athlete and as a business owner. He emphasized on the importance of reflecting on one's identity and mission in life. Todd suggested that it's important to recognize our unique gifts and harness them to make a positive impact on the world. He further stressed the importance of having support systems that can help us stay on track with our goals.
In a profound conversation about energy, Todd highlighted the significance of maintaining and protecting our energy. He underscored the role of habits and rules in ensuring that our energy remains high and focused on our goals. This, he stated, is critical for sustaining performance and maintaining the drive to keep pushing towards our dreams.
In the concluding minutes, Todd Durkin looked back at his journey, from being a college quarterback to owning his fitness business, Fitness Quest 10. He contemplated on the adversity he faced and the lessons he learned to get to where he is today. He emphasized how the pandemic forced him to go to the next level of his business, and how he adapted and emerged stronger.
The podcast ended with Todd sharing his recommendations for other podcasts that have inspired him. His final message was a reflection of his life's mantra - harnessing adversity, persisting in the face of challenges, and continually striving for personal and professional triumph.
 
To learn more about Todd, or to find his podcast, go to: https://todddurkin.com/
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 28 — The Quarterback to NFL Trainer and Beyond with Todd Durkin (part 1)

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Todd Durkin, a Master Motivator, Coach, Keynote Speaker, Podcast Host, Husband, Father, And IMPACT Maker. Todd takes us on a journey through his life, sharing his experiences with adversity, his incredible recovery from a physical injury, and his eventual triumph as a successful fitness entrepreneur with his business, Fitness Quest 10.
Ep. 28 — The Quarterback to NFL Trainer and Beyond with Todd Durkin
Todd began his transformation when he was a college quarterback at William and Mary. Todd takes listeners on a deeply personal and inspiring journey, from his early days as a college athlete to becoming a mindset guru and successful fitness entrepreneur. This transformational journey was not without challenges, and it is in overcoming these that Todd found his true purpose and passion.
From College Athlete to Mindset Guru
As a college quarterback, Todd experienced a series of life-changing events that began to shape his mindset and perspective on life. The first was the sudden death of his father, his biggest cheerleader, mentor, and fan. This was a devastating blow for Todd, who was just 20 years old at the time. This loss forced him to question his faith, his purpose, and the meaning of life. However, it was during this difficult time that he learned a valuable lesson about resilience and perseverance.
Todd reveals that his father wrote him a handwritten letter every single day when he was in college, something he still remembers to this day. This showed him the power of words and communication, and he carries this lesson with him in his current role as a mindset guru, understanding the profound impact words can have on people's lives.
Following his father's death, Todd pursued his dream of becoming an NFL player, traveling to Europe to play football. However, a serious back injury brought an abrupt end to his football career. This setback led to a period of soul-searching and personal growth. Despite the pain and disappointment, Todd saw this as an opportunity to reinvent himself and pursue a new path.
After returning to the U.S, Todd immersed himself in learning about fitness and wellness, focusing on ways to recover from his injury without surgery. This journey led him to meet various gurus and healers, sparking his interest in mindset and personal growth.
Starting a Gym
Todd then discusses his journey from being a college quarterback to owning his fitness business, Fitness Quest 10. He delves into the challenges and setbacks he faced while setting up his business and the crucial lessons he learned throughout the journey.
He highlights the role of prayer and intuition in his journey. He credits these elements for guiding him through the difficult stages of starting a business and helping him remain resilient and motivated in the face of adversity. He recalls how his gym’s inception started humbly at a health fair, and with determination and hard work, he was able to evolve it into a holistic fitness approach that now offers services like one-on-one training, massage therapy, and Pilates.
Interestingly, Todd points out that success is not always measured by money. For him, the impact his business is making on people's lives is the real measure of success. This mindset, he suggests, is vital for those just starting out in their career, as it allows them to focus on their passion and the value they bring, rather than just financial gain.
He offers valuable insights into the process of starting a gym or any business, emphasizing the importance of passion, resilience, and a strong belief in one's capabilities. Todd’s journey serves as an inspiration for aspiring entrepreneurs, particularly those in the fitness industry, showing them that success can be achieved through perseverance, passion, and the desire to make a positive impact.
Choosing a Location and Evolving Business
Todd shares his journey from stumbling upon the location for his fitness business, Fitness Quest 10, to evolving his business to meet the needs of his growing clientele.
He explained that he was conducting a health fair when he stumbled upon a location for his gym. He had been driving around looking for a suitable location and this space in a shopping center felt right. Durkin expressed that he felt an emotional connection to the location, even envisioning people working out, smiling, and high-fiving each other in the space. He contacted the landlord, negotiated three months rent-free, and set up shop.
However, his business started slowly. Todd shared that in the initial months he was primarily working out alone. He realized he needed to network within the community to attract clients. It was only when his first client walked in that the momentum started building.
Todd’s business model was different from conventional big-box gyms. His studio offered one-on-one training, massage therapy, bodywork, and Pilates. Within six months, Durkin’s schedule was full, conducting 40 to 50 sessions one-on-one a week. His clientele expanded from ordinary individuals to world-class athletes who came for both physical training and mindset coaching.
He stresses the importance of having a unique selling point for any business. For him, it was his ability to address both physical pain and the mental aspects of training. He said that he often attracted clients who had back pain, as he himself had experienced severe back pain and had spent years finding ways to manage it.
Todd’s business continued to evolve. He expanded his facility twice to accommodate his growing client base. He invested in creating a high-performance facility for the world-class athletes he was training. However, Durkin emphasized that while his clientele included world-class athletes, his services were available to everyone. He shared that his mission has always been to use Fitness Quest 10 as a vehicle to share his gifts and passion for fitness and wellness.
He shared that over the last seven years, he has begun doing more speaking engagements and motivational talks, expanding his reach and impact beyond his fitness business. This expansion has allowed him to reach more people and help them on their personal and professional journeys.
 
 
To learn more about Todd, or to find his podcast, go to: https://todddurkin.com/
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 27 — From Door-to-Door Salesman to Publishing Empire with Greg Justice

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Greg Justice, Owner of AYC Health & Fitness, and CEO of Scriptor Publishing Group, to discuss how he transitioned from door-to-door salesperson, to beginning a new business and industry in Kansas City, to leading a national publishing company.
Ep. 27 — From Door-to-Door Salesman to Publishing Empire with Greg Justice
Dave begins by having guest Greg Justice shares his inspirational journey from humble beginnings to creating a publishing powerhouse. Greg says that his early life experiences cultivated a strong work ethic in him, which was further fortified by a tough stint in the coal mines of eastern Kentucky. The rigorous work in the mines financed his college education and helped him achieve an impressive 4.0 GPA in exercise science.
The transformational phase of his life began when he started working as a door-to-door salesperson. With only $40 in his pocket and a dream to create something meaningful, Greg embarked on an entrepreneurial journey. He leveraged his background in exercise science to introduce a novel concept in Kansas City - personal training. Despite the skepticism and lack of industry precedent, Greg persisted and managed to transform his door-to-door sales venture into Kansas City's first personal training center.
Greg attributes his success to a clear vision, a relentless drive, unyielding determination, and disciplined execution. He believes that when an individual finds their direction and passion, they can accomplish great things.
Greg also discusses his foray into the publishing world, which was inspired by a mentor who recognized his systematized approach to self-publishing. His publishing journey began with self-publishing his first book and evolved into establishing a national publishing company that has helped over 200 authors realize their dreams. The publishing giant he created serves not just the fitness industry, but also the financial and real estate industries, and Olympic athletes, among others.
Throughout the discussion, Greg emphasizes the importance of mentorship in his journey. He considers his mentors pivotal in shaping his success and is eager to offer similar guidance to others aspiring to follow in his footsteps
Successful Business and Succession Planning
Dave asks Greg to share his insights and experience about starting a business and planning for its future. Greg explains how he started his second and third businesses, including the publishing company. He emphasizes the importance of planning for the end right from the beginning and adjusting as life's unpredictability presents new challenges and opportunities.
He also admits that even the best-laid plans will face bumps in the road. A perfect example is his personal training business, where his succession plan involved his son taking over the business. However, when his son took a job at the Federal Reserve, it required them to revisit and rework their plan.
Greg advises entrepreneurs is to find people who have been there, who have done that, and are willing to share their experiential knowledge. This guidance, in turn, can be shared with the next generation.
He also references Dave’s book "Quiet Plans, Exciting Results" and highlights several key qualities for success. Greg jokes about how his wife defines his determination as a 'PhD' which, in their relationship, stands for Pig Headed Determination.
Greg reminds listeners that despite the appearance of doing it all on his own, he attributes his success to his faith, mentors, and supportive individuals in his life. His journey from door-to-door salesman to a successful publisher illustrates the power of resilience, vision, and effective planning. He underscores the importance of having a plan, being adaptable, and seeking mentorship in one's journey towards success.
Reaching Out and Seeking Assistance
Greg finishes by acknowledging that he is now in a position to give back to the community and is willing to offer assistance to those who reach out to him. This sentiment is a testament to his belief in the power of community and mutual support, reinforcing the notion that success is not a solitary journey but a shared one.
To learn more about Greg, or to get in touch with him, visit his website - https://gregjustice.com/
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 26 — Real Estate Successes and Exits with Rita D’Agostino

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Rita D’Agostino, Deputy General Counsel and Vice President, to dissect the art of due diligence during company acquisitions, the critical elements of understanding a company's workforce dynamics during an acquisition, the importance of cultivating meaningful relationships in the workplace, and being a good neighbor.
Ep. 26 — Real Estate Successes and Exits with Rita D’Agostino
Rita, a seasoned attorney and professional in the real estate industry, provides insightful commentary on her experiences and learnings in the complex world of real estate acquisitions, succession planning, and exit planning. She gives a detailed account of her professional journey from her education, to her work experiences that shaped her understanding and expertise in the multi-faceted real estate industry.
Raised in a large family with a strong emphasis on education, hard work, and community service, Rita shares how these values have been instrumental in shaping her career. She emphasizes the importance of giving back to the community and discusses how this ethos has been an integral part of her success in the industry.
Rita discusses her first job as the General Counsel for the Kansas Banking Department, where she had the opportunity to learn about the banking industry's workings. This experience was invaluable in understanding the interplay between banking and real estate, particularly regarding loan portfolios. This knowledge has served as a valuable asset throughout her career.
Due Diligence in Acquiring Companies
Rita then discusses the importance of meticulous due diligence when considering acquiring a company. She emphasizes that this process should begin on day one, and be approached as if the acquisition is to be completed in a month.
The key here is to have a well-structured process in place. Having a point person who can manage the due diligence process, keep everything organized and ensure that everyone involved is on the same page is crucial. This person may not need to understand all the intricacies of the acquisition but needs to have the capacity to oversee the process and ensure that everything is progressing as planned.
Moreover, she highlights the importance of developing a relationship with the seller before any paperwork is signed. This is due to the fact that it is impossible to document every potential risk or scenario that may arise during the acquisition process. Having a relationship of trust with the seller is a significant advantage during this process.
Company Culture & Hybrid Workforces for Success
Together Dave and Rita explore the importance of understanding the dynamics of a company's workforce when considering an acquisition. A deep dive into this topic reveals that the company culture and the structure of its workforce can play a critical role in determining the success or failure of an acquisition.
Rita highlights how a diverse and culturally aware workplace can add immense value to an organization. It is also important to note that this diversity extends beyond cultural backgrounds and encompasses diversity in skills, experiences, and thought processes.
Next, Rita explains how servant leadership, a leadership style that prioritizes the growth and well-being of the team members, creates an environment of mutual respect and collaboration, where every team member feels valued and empowered. This positive workplace environment can significantly impact the success of an acquisition process, as a motivated and engaged workforce can drive the company towards achieving its strategic objectives.
Dave asks Rita her thoughts on hybrid work, to which she explains that while a proponent, maintaining the company culture and fostering collaboration in a hybrid workforce can be challenging. She then runs through her company’s strategy to ensure that a hybrid workforce model is implemented effectively, without diluting the company culture.
Emphasizing Relationships, Thinking Outside the Box
Rita emphasizes the importance of avenues for employees to get to know each other, such as TGIF breakfasts, corporate challenges, and other events. She also discusses the value of giving back to the community as a way to bring people together and strengthen relationships in the workplace.
She also says you will need to think outside the box when it comes to real estate, as developing relationships with county and city officials, as well as their staff, is critical for success.
Lessons From Real Estate Experience
Rita begins her first key lesson she learned is the importance of being a good neighbor in real estate. She explains that demonstrating a willingness to help others, even if it means bending the rules a bit, can significantly showcase your commitment to the community. It can build trust and foster positive relationships, which are essential in the real estate industry where negotiations, collaborations, and partnerships are common. This goes beyond just having a professional relationship with other businesses or clients. It's about being a part of the community and contributing positively to its growth and development.
The second lesson she shares is the importance of viewing failures as growth opportunities. In the real estate industry, like in any other industry, not everything always goes as planned. Deals can fall through, projects can fail, and sometimes, despite the best efforts, the results can be disappointing. However, Rita emphasizes that these failures are not the end of the road. Instead, they are valuable opportunities to learn, grow, and improve.
She advises listeners to stay flexible and adaptable in the face of challenges and not to let setbacks deter them from their goals. By maintaining a positive outlook and learning from mistakes, one can continually improve and achieve success in the real estate industry.
Rita’s last lesson for listeners is the importance of handling disagreements or situations where you feel wronged in a respectful and professional manner. In an industry as vast and diverse as real estate, conflicts and disagreements are bound to occur. However, it's crucial to handle these situations professionally, maintaining respect and dignity for all parties involved. This not only preserves relationships but also upholds the integrity of your business.
 
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 25 — The Pioneering Coach with DeWayne Ables

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with DeWayne Ables, Founder and President of Pioneer iQ, to discuss leadership transition and sustainable business planning, understanding the far-reaching impact of an organization on people's families and community, and how to empower the next generation of leaders.
Ep. 25 — The Pioneering Coach with DeWayne Ables
DeWayne provides an overview of his journey from working in the oil fields of East Texas to founding Pioneer iQ. He began working oil fields at an early age before finding his passion in building construction companies rather than the buildings themselves. He discovered his calling in helping executives and managers understand the potential within their organizations and guiding them towards growth and profitability.
DeWayne says most of their clients come from speaking engagements or referrals, highlighting the importance of networking and establishing a strong reputation in the business world. He also mentions that the majority of their engagements last between 12 to 24 months, emphasizing the commitment and long-term nature of their work.
Leadership Transition and Sustainable Business Planning
DeWayne emphasizes the importance of understanding the far-reaching impact of an organization on people's families and the community at large. This goes beyond the balance sheet and taps into the essence of what the business is about.
He continues by highlighting the need for adequate timelines when transitioning ownership of a business. He advises business owners not to rush the process, but to give themselves enough time to plan and prepare for the transition. This can help them make better decisions about future leaders and create a more sustainable business plan.
One of the main points he underscores is the importance of empowering the next generation of leaders. He suggests that business owners should work towards creating an environment that allows new leaders to make decisions and be successful in their roles. This involves identifying potential leaders within the organization and investing in their development.
Dave connects how military leadership can be used to inform how businesses can be led. He suggests that the military model of leadership, which involves constant preparation and transition of people into and out of authority, can be applied to businesses. This model prioritizes people over profits and can lead to immense success. However, DeWayne notes that many businesses don't understand how to deploy this model.
People Over Profits and Projects
DeWayne continues by drawing connections by comparing Patrick Mahomes’ and Andy Reid's championship playbook and how to develop leaders and prioritize people over profits. He sheds light on leadership and succession planning in business, underscoring the need for a shift in the traditional leadership model within the construction industry.
He emphasizes the significance of people over projects, underlining the importance of recognizing and nurturing potential leaders within the organization. He suggests a model that focuses on training leaders continuously, rather than a one-time training process.
He also discusses the importance of timing in the leadership transition process. If a leadership transition is planned in less than three years, he advises extending it to five years. The more time a business can dedicate to the transition process, the better the outcomes will be.
DeWayne also highlights the importance of succession planning amidst looming recessions and the growth of mergers and acquisitions. He emphasizes that businesses need to look at the long game, considering what the next five to ten years will look like.
Furthermore, he urges business owners to focus on understanding the greater purpose of their organization beyond just making a profit. This will help identify and develop leaders who are genuinely passionate about what the business is trying to achieve.
Leadership, Sales, and Business Advice
The conversation shifts to the crucial elements of leadership, sales, and business advice. DeWayne, an experienced business growth and succession planning expert, offers key pieces of advice for leaders to ensure successful transitions when selling their business. He discusses the need for leaders to not only create a vision but also align with others who share that vision.
One of the key takeaways from this segment is the importance of identifying a buyer who has an aligned purpose and vision for the business. This ensures that the legacy of the company continues and that the values that were foundational to its success remain intact. It's not just about finding a buyer with the right financial capabilities, but also one who understands and appreciates the core principles of the company.
Furthermore, DeWayne emphasizes the significance of 'connecting the dots' for employees, explaining to them why the transition matters and how it will impact them. This helps to cultivate an environment of trust and transparency, which is crucial during times of change. Leaders need to communicate effectively, ensuring that employees understand the reasons behind the transition, the benefits it brings, and the role they play in the process.
Lastly, he highlights the challenge of transitioning from a hero-leader to a supportive one. A 'hero-leader' is often seen as the figurehead, the one who makes all the critical decisions and steers the direction of the company. However, in a transition or succession planning scenario, the leader needs to shift to a more supportive role, empowering the next generation of leaders to step up and take charge. This requires humility, trust, and a willingness to let go, which can be a difficult process for many leaders.
 
To assist with this journey, DeWayne offers his personal contact information for anyone seeking guidance. To reach DeWayne, call him at (913) 636-7373.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 24 — The Family-Owned Two-Step Acquisition with Gary Alexander

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Gary Alexander, Former President and CEO of Alexander Operating Systems, to discuss his strategies for success and the importance of assembling a team of experts to help him through the process of selling his family-owned business.
Ep. 24 — The Family-Owned Two-Step Acquisition with Gary Alexander
On today’s show, Dave is joined by Gary Alexander, who talks about his life experiences and selling his family-owned business. He shares the secrets of what took him to success as an owner, and his reflections on life after many years since the sale of his business.
Gary's Business Journey to Success
Gary grew up in Alton, Illinois and went to college at the University of Kansas. He got married and had a child before getting hired by Procter & Gamble. Later he went to seminary school, became an army chaplain, and after multiple job offers, he ended up back in Kansas City working for Sperry Corporation.
After proving his mettle in these roles, Gary decided to take the leap into entrepreneurship. His penchant for risk-taking and targeting untapped markets made him a formidable player in the business landscape. He established Alexander Open Systems (AOS), a computer networking company that focused on selling best-of-breed products from major brands like Microsoft, HP, and Cisco. This strategy of aligning with established brands allowed AOS to gain market recognition quickly, and the company grew to outcompete industry giants like AT&T.
Growing His Business (AOS)
However, Gary's journey wasn't without its challenges. The business faced financial difficulties due to the dot-com bubble burst, which Gary had to navigate by putting up personal assets to save the company. Despite these setbacks, Gary's unwavering commitment to honesty, straightforwardness, and his team helped the company thrive.
The business’ success is also attributed to Gary’s investment in people. He built a great service organization at AOS, trained his team well, and offered attractive remuneration. He was also dedicated to being a good CEO, ensuring that his decisions were fair, quick, and straightforward.
Lessons Learned From Selling a Family Business
Gary's business journey is also notable for the successful sale of his family-owned business. Interestingly, the process of selling the business was catalyzed by an unexpected offer to buy the business. He shared why he rejected the first offer, despite his sons and CFO wanting to proceed with the deal. Gary says he saw through the potential pitfalls and decided to wait for a better offer. His wisdom and experience paid off as he eventually got a few million dollars more for the company.
This process was a learning experience for him, where he discovered the importance of assembling a strong team, patience, and understanding that the first offer isn't always the best one. He was able to assemble a team of experts including his law firm, Spencer Fain LLP, an accounting firm, and an M&A lawyer from Michigan, who were instrumental in making the sale successful.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 23 — The CEO’s M&A with Alan Schlotzhauer

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Alan Schlotzhauer, Managing Principal of 2717 Group, LLC, to discuss everything from the importance of assessing potential buyers with his curated list of 20 essential questions, to how businesses are valued, and how to determine the multiplier of your business.
Ep. 23 — The CEO’s M&A with Alan Schlotzhauer
On today’s show, Dave is joined by Alan Schlotzhauer, who assists individuals in the acquisition or sale of companies. Alan breaks down his experience into three key indicators to ensure you are performing your due diligence when looking to acquire or sell a business.
They start off the show by exploring Alan's background and his early business experiences. Though he is a Missouri boy, he graduated from Texas A&M with a degree in accounting. He started his career off in the corporate world and then shifted his focus to the construction industry.
Alan explains how he moved into the acquisition space and was the director of acquisitions for a small publicly traded company, where he had to learn the construction business model and what to look for in a company.
Qualifying Buyers and Preparing for Sale
Alan discusses the importance of taking a step back and assessing the situation before making a decision. Realizing that business owners can get offers all the time, he provides insight into his list of 20 questions to ask buyers to determine their legitimacy.
Dave and Alan also explore the potential for leverage deals returning and how to pre-qualify buyers. They stress the importance of not providing financial information to a potential buyer, unless a confidentiality or non-disclosure is signed.
Selling a Business Roller Coaster
Alan continues by discussing the importance of preparation when it comes to selling a business, and how that step cannot be overstated. He says that maintaining a business in a ready-to-sell state increases the likelihood that you will find a suitable deal, and be able to accept the offer.
He also stresses how essential understanding what is important to you, as well as the buyer's perspective, before signing an LOI. Assessing the situation and having your ducks in a row is key.
Alan adds that having an outside advisor can help smooth out the bumps along the way. The both note that even with an advisor, it is to be expected that the deal may die three times before it's closed.
Deal Breakers and Challenges
Dave and Alan then begin to explore deal-killing and price adjustment areas that can arise when selling a business. Alan runs through his three A's of financials - accuracy, acceptability, and audit - as well as the importance of having a strategy and understanding what is important to buyers.
Alan notes that poor financials, a lack of strategy, and an inability to articulate key points can all lead to a failed transaction, so it is important to be prepared.
Navigating Valuation of a Business
Dave and Alan dive into the unique challenges of merging and acquiring a business in today’s markets. Dave brings up how it can be difficult to plan for the family members who are on the payroll, after which, Alan shares his experience of dealing with a client who had to fire his wife.
Alan then discuss the law of unintended consequences and how banking issues, customer cancellations, lawsuits, and key employee departures can throw a deal off-course.
Finally, we explore the ‘reality gap’ between the owner’s view of a company and the buyer’s view of a company, and the importance of preparation when selling a business. This preparation, Alan notes, involves more than just asking your friend who is a business owner what multiple they received for their business, because every business is different.
Preparation and Strategy in M&A Transactions
This topic continues as Alan explains how buyers look at business multiples and the implied return buyers expect from a business. Dave then asks Alan his thoughts on the potential for a lack of money in the future due to the aging population.
Together they also look into the role of private equity in the current economic climate and the possibilities of ESOPs and offshore companies when it comes to doing transactions.
 
Dave wraps up his conversation with Alan Schlotzhauer on the topic of mergers and acquisitions by discussing the best ways to find his help. Alan provides us with his website, email, and phone number - (480) 800-4107 - so that listeners can easily contact him.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.