Building Your
Business
Multiplying Success
Partnerships and joint ventures add
value and increase opportunities.
By Sara Drummond senior editor
of Commercial
Investment Real Estate.
Michael K. Houge, CCIM,
SIOR, thinks partnerships should defy conventional
mathematics.
"One plus one should equal more than
two. The sum should be greater than the parts," he says,
reflecting on his 15-year partnership with Keith A. Sturm,
CCIM. Both are principals of Upland Real Estate Group in
Minneapolis, which they started together several years ago.
His assessment must ring true for
many commercial real estate professionals, as the annals of
the industry's history are a testament to the power of the
ampersand: Cushman & Wakefield, Grubb & Ellis, Marcus &
Millichap.
Do partners make for better real
estate?
"No way!" says Mark S. Malan, CCIM,
president of Accrued Financial Services in Long Beach,
Calif. "Life is too short to quarrel over the color of the
exterior stucco or type of flooring product to be installed.
Although we occasionally take on 'investors,' we are clear
to communicate that we don't want any 'partners,'" he says.
But partnerships can provide a solid
base on which to build. "Factors that are changing today's
market favor all models including partnerships," says Mark
Van Ness, who with partner Rand Sperry created SperryVanNess
in 1987. "As a result of our partnership, we were able to
implement new technology, a nationalized marketplace, and a
broader investor base that led to the company's national
expansion in 2001."
The use of technology has leveled
the playing field and the changing nature of the business
increasingly favors partnerships in some form. These include
working partnerships, joint ventures, and associations
between affiliated companies. And while sociologists say
we're social animals meant to work together, any project
team manager will tell you that cooperation is more a
learned skill than a natural inclination. Does the extra
effort it takes to work with other human beings really
improve the deal?
The Nature of the
Business
Unlike most partners, Houge and Sturm weren't really looking
for a partnership when they started out. But working as
brokers for the same company, "It was the culture of the
company to partner," Houge says. "There were no lone
wolves."
They liked and balanced each other:
"Keith was strong in tenant rep and I was strong in landlord
rep," Houge says, so they paired up and split commissions
regardless of who made the deal.
Today, that aspect is still the
same: 50-50 split in partnership and investments. However,
their two-person partnership has grown to a 22-person
company with four divisions: net-lease properties,
tenancy-in-common investments, mortgage services, and
brokerage.
The two also split responsibilities.
Sturm manages Upland's net-lease brokerage while Houge
focuses more on investment and development, overseeing the
TIC unit they started four years ago. While both make their
own decisions regarding their dominant areas, when it comes
to human resources and administrative duties, they share the
pain.
"We have weekly meetings and all
decisions [about running the company] are made jointly,"
Houge says. "You'd think that would be easy, because you
don't have to run it through a board of directors or
anything, but it's harder because it's only two people who
have to decide everything."
Complicating matters are their
different approaches to decision making. "Keith is more
conservative. He wants more information before making a
decision. I tend to be more impetuous. If I had been in
charge, I would have spent us out of business years ago," he
admits.
But at the end of the day, their
different approaches "balance each other out. The
combination of the two styles forces us to make good
decisions," Houge says.
Such combinations of divergent
styles often are the hallmark of a great partnership. Now
one of the largest commercial real estate companies with
more than 700 affiliated advisers, SVN started as a
"partnership of diversity," Rand says. "Each of us had
skills that complemented the other. I was better at business
development, from recruiting to training to bringing in new
clients. Mark was better at focusing on the big-picture
vision and day-to-day operations. Our partnership worked
because we supported each other. We have the same incentives
and the same motivation, and we are not focused on who is
bringing more value."
Project Partners
Sperry and Van Ness chose the partnership model because
"it's a high risk venture, so it was a capital issue," Rand
says. But even when forming investment partnerships,
commercial real estate professionals can create the added
value that makes partnerships so successful.
"It's not always the money that
makes the best partner," says Mark A. Johnson, CCIM, of
Border Properties in Brownsville, Texas. "Rather, it's the
impact those partners will have on the goals and objectives
of the entity." When Johnson put together a partnership to
develop a 1 million-square-foot industrial park, he was
looking to "control the local market." His partnership
consisted of a broker, trucking company owner, a general
contractor, and a warehouse specialist who also was a
stevedore. If an industrial prospect came to town looking
for space "this partnership would know about it," he says.
"You have to think beyond the development and understand
what makes this type of tenant work." A side benefit was
that the "relationships established because of this
partnership have created as much business between the
partners as it did for the industrial park."
Even in large joint ventures,
looking beyond the money often is the only way to choose
partners, says Carey Doyle, CCIM, vice president of
Guiberson Ventures Investment Fund in Phoenix. The
Asian-based family trust did $2.78 billion worth of projects
in China, Kazakhstan, and the U.S. in 2006. "Guiberson
invests in relationships and people rather than projects.
You can always find a great project; it is very difficult to
find a great relationship."
Partners for Profit
But more often than not, money is the object of commercial
real estate partnerships. Finding a partnership formula that
works successfully more than once can be one way to build a
portfolio, says George Larsen, CCIM, of Larsen Baker in
Tucson, Ariz. "When Larsen Baker was getting started it was
1990, and we were in the depths of a real estate recession.
We had no money, but there were terrific bargains to be
had."
Larsen set up a joint venture
partnership with a doctor/client. "The doctor [we were
working with] had a $2 million line of credit. We would use
her credit line for the down payment on the type of fix-up
properties we liked. [My partner] Don and I would sign
personal notes to repay her first before we took our
profits." The doctor, Larsen, and Baker were all in for
one-third of the deals, with no upfront sponsor or
development fees.
"The doctor put up all of the cash
for one-third of the profits; however Don and I accepted
full recourse for our one-third each equity positions. So if
the deal went south, we were personally pledged to repay her
two-thirds of her invested capital."
Larsen and Baker used this format
for more than 20 transactions, building up what Larsen calls
a "considerable portfolio of shopping centers that we own
and manage with [the doctor]." The team usually buys
turnaround properties, which it refinances after increasing
the net income, paying the joint venture partner back from
the conventional loan and starting over. Before that,
"Larsen Baker has to give her all the property's cash flow
until we have returned her capital. But in the meantime, we
can take the leasing and management fees."
If Good
Partnerships Go Bad
Whether they are designed to last a lifetime or only through
one project, most commercial real estate partnerships have
to guard against the prospect of things going wrong.
Although Malan doesn't think of his investors as partners,
he protects himself with a contract that "calls for binding
arbitration if there is a problem. It also limits
[investors'] claim of damages to the cash invested,
inclusive of all costs. So if ever anyone was unhappy I'd
just give them all their cash back. But they would be barred
from ever investing in my deals again."
Keeping things simple also works for
Donald G. Arsenault, CCIM, of Arsenault Realty Advisors in
Tacoma, Wash. "I have a clause in my partnership agreement
that should my partner and I ever disagree and feel so
strongly that we cannot agree, then we have agreed to settle
the issue by the toss of a coin." The two partners are
redeveloping an office property in Tacoma and have yet to
invoke the coin toss rule, "although we joke about it
sometimes," Arsenault says.
Do long-time partners Houge and
Sturm ever think about splitting up? "About once every three
months," Houge says. Sometimes the competitive nature of the
business just doesn't go away. "Life happens, and there are
times when one partner is more successful in closing deals
than the other," he says. "You get this sort of 'what have
you been doing lately' attitude. But that other person
looking at you works as a catalyst. It gets you moving," he
says.
And "there are times when you have to
sit down and look eye to eye and work out whatever issues
come up. You have to ask yourself, Is this still fun?" The
fact that both Houge and Sturm could go out on their own and
succeed without the other in some ways helps to keep them
together. "As long as one plus one equals more than two and
we're having fun, why would we want to go out and try to
rebuild this?" Houge says. "This works."
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Partnerships 101
The basics of forming a partnership - whether
long-term or project-oriented - divide into two
categories: legal and human.The
Legal Issues
Few partnerships rely on a handshake anymore. Most
commercial real estate partnerships establish a
limited liability company, which is much simpler to
set up and provides more flexibility than S or C
corporations, two other options. As the name
indicates, LLC members have limited liability - they
are not liable for partnership debts, as in general
partnerships and some forms of limited partnerships.
Along with liability protection, LLCs allow for
flexible distribution of profits and flow-through
taxation. They require no formal minutes as
corporations do, and there is no limitation on the
number of members or on who or what can be a member
- corporations, other LLCs, and individuals can be
members. However, if a member declares bankruptcy or
dies, the LLC dissolves.
LLCs can be established in
most states by filing articles of organization and
paying the appropriate fees. However, commercial
real estate professionals and their clients should
consult both legal and tax professionals to
determine the most appropriate agreement for their
partnerships.
The
Human Issues
Like all relationships, partnerships are subject to
all-too-human foibles, such as lack of communication
and misunderstandings. Such problems can destroy a
business, which could mean the loss of invested
time, money, and effort. To avoid such problems,
David Gage, president of BMC Associates, developed a
nonbinding agreement in The Partnership Charter: How
to Start Out Right With Your New Business
Partnership (or Fix the One You're In). He
recommends that old and new business partners create
a written charter that covers "the issues that will
make or break the partnership."
"Creating a partnership
charter gives people a much clearer sense of what
they intend to do together," Gage says in his book.
"It defines who they are as partners and what the
vague word partners means to them." Partnership
charters should reflect the concerns and issues of
individuals involved, but the seven elements below
are essential points to include.
•
Expectations: Partners should document
what they expect to happen in the business and how
they see it happening, considering such
possibilities as adding new partners, going public,
and employee participation.
•
Interpersonal equity: Partners should
determine what each will contribute in terms of
money, expertise, reputation, clients, and time, and
what each expects to receive, such as compensation,
time off, travel, title, prestige, and other forms
of indirect compensation.
•
Values and ethics: Partners don't have to
share the same values, but they should determine
their tolerance level for differing values as well
as how they see their values playing out in the
business partnership.
•
Scenario planning: Partners should
investigate the worst and best that can happen to
their business and how that will affect the
partnership.
• Roles,
responsibility, and authority: Who's in
charge of what?
•
Maintaining communication and resolving differences:
What are the ground rules for maintaining
communication and making decisions during times of
disagreement?
•
Planning for the end: Exit strategies
should always come first.
Commercial real estate
professionals who deal with partnerships and family
businesses as clients also might find that Gage's
book offers insight into issues that can paralyze
group decision-making processes.
The Warning
Signs
Is your business relationship about to go belly up?
Here are seven red flags that indicate a business
partnership in trouble, according to business coach
Dorene Lahavi of Next Level Business and
Professional Coaching:
• Communications breakdown
• Competitive, not
complementary interaction
• Conflict becomes the norm
• Cumulative money problems
• Control issues
• Changing vision
• Crisis management impaired
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