How to Nail a Construction Joint Venture (And Avoid Disaster)

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ℹ ABOUT THIS EPISODE

Thinking about a joint venture to land that mega project? Before you shake hands, you need to know the risks. 

In this episode, Wade Carpenter and Stephen Brown break down why contractors form joint ventures, how to choose the right partner, what a solid joint venture agreement must include, and the hidden dangers of joint and several liability. 

Whether you're chasing a government contract or expanding into a new region, this episode helps you protect your cash flow and your company.

⌚️ Key moments in this episode:

• 00:00 Joint Venture vs. Vegas Wedding
• 01:43 What Is a Joint Venture
• 02:54 Why Contractors Team Up
• 05:39 Owner and Government Drivers
• 09:35 Due Diligence and Agreements
• 12:01 Hidden Pitfalls and Controls
• 15:45 Insurance Bonding Liability
• 19:13 Choosing Partners for Success
• 22:22 Final Takeaways and Wrap

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Head to profitfirstconstruction.com/blueprint to download your free copy. 

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Wade Carpenter, CPA, CGMA | CarpenterCPAs.com
Stephen Brown, Bonding Expert | SuretyAnswers.com

Transcript

Wade Carpenter: [00:00:00] Unless you woke up in a Vegas hotel with a ring and no memory, you probably [00:00:05] chose your spouse carefully. But a big project can make a strange partner look [00:00:10] awfully attractive, and contractors sometimes enter joint ventures with less judgment [00:00:15] than a Vegas wedding.

Today, we're talking about construction joint ventures, why contractors [00:00:20] form them, where they go wrong, and how to keep your dream project from [00:00:25] turning into an expensive divorce.

This is the Contractor Success Forum. I'm Wade Carpenter with Carpenter Company [00:00:30] CPAs, alongside Stephen Brown with McDaniel-Whitley Bonding and Insurance.

[00:00:35] Stephen, joint ventures can mean a successful union, or end in something you'd rather [00:00:40] forget. What do you think?

Stephen Brown: Well, first of all not to be on a negative note, Wade, joint [00:00:45] ventures are a wonderful thing, when they work out. And when they work out, they're wonderful. There's just some things [00:00:50] you need to know as you're putting a joint venture together.

Choosing your partner, who you're gonna [00:00:55] partner up with. The reason that's so important, we're gonna get into that in this podcast today [00:01:00] because there's a lot of moving parts, but you need to understand the fundamentals of [00:01:05] it and also, a lot of joint venture construction projects that I've seen [00:01:10] over the years, people have said have gone in the right direction, the wrong direction.

A lot of [00:01:15] times a successful joint venture you don't even know it, it's so smooth. I'm sure [00:01:20] internally there's all kind of stuff going on, but nevertheless that's the same on every job, isn't [00:01:25] it?

So, let's just kinda dive into it. 

Wade Carpenter: Yeah. I mean, I didn't mean to sound [00:01:30] negative on this, but, point I was trying to make was that, you know, you are getting together with somebody else [00:01:35] and I have seen a lot of them help level up a contractor if done very well, and there's [00:01:40] also several examples out there that have not gone so well.

But Can you just kick us off [00:01:45] with what is a construction joint venture? They can take a lot of forms, but what are they? 

Stephen Brown: A joint venture [00:01:50] is a legal entity between two or more companies to perform a specific [00:01:55] project. It's not like the companies have merged together. They've literally put together [00:02:00] a joint venture for a specific project. That doesn't mean the joint venture can't do other [00:02:05] projects together if the first one works, but it's mainly formed for one particular [00:02:10] project.

A lot of these multi-hundred million dollar projects you see out there have some form of [00:02:15] joint ventures, either in the name of the entity bidding the work, but [00:02:20] also sub tiers. So the larger the job gets, the more important it is to consider [00:02:25] whether a joint venture makes sense.

Each company's independent, Wade. They combine their [00:02:30] resources and their expertise, and often they combine their bonding capacity, [00:02:35] and they share profits or losses on the job, just like any other contractor, but you're doing [00:02:40] it with someone else. 

Wade Carpenter: Yeah. And, there's a lot of reasons why you would do this, but sometimes [00:02:45] it does open a lot of doors for contractors that otherwise couldn't do a job of a certain [00:02:50] size or don't have the bonding capacity, but yeah, that sort of leads into where I was wanting to go with it.

[00:02:55] Why do we form joint ventures at all? There's always different forms of it. A lot of [00:03:00] people will just do it on a handshake, as you said. But, you should be doing something [00:03:05] legally.

Let's talk about why would we form a joint venture in the first place. 

Stephen Brown: Well, the first [00:03:10] thing is that it may increase your bond capacity. You know I'm gonna come at it from that angle because [00:03:15] I'm a surety agent.

You might be able to qualify for a much larger project, and [00:03:20] also it's not gonna take such a hit on your bond program. Your bond [00:03:25] capacity, say, is $50 million single job, $100 million aggregate.

That's kind of the [00:03:30] comfort range of your surety, and you want to bid a $100 million project or a [00:03:35] $200 million project, and it's gonna take up all your bonding capacity.

So, [00:03:40] having a good joint venture partner can really help you in that regard, because the bonding company is [00:03:45] underwriting on both companies, and there's joint and several liabilities, so there's a better [00:03:50] chance that project won't go under.

Now, also, are both companies [00:03:55] involved really good at what they do? What's the comfort level of both parties?

Here's the interesting [00:04:00] thing. Both surety companies are gonna underwrite each company separately. They're [00:04:05] gonna look at it as a whole, but they're gonna look at both parties' financials and capabilities.

So, a [00:04:10] surety company on board with a joint venture relationship is a good sign that it [00:04:15] may be a good thing for you as well. Gives you a chance to vet out your partner a little bit.

[00:04:20] Next thing is combining your experience. What would make a good joint [00:04:25] venture partner historically would be, like, a heavy civil contractor and a [00:04:30] bridge contractor coming together. Or on a large project like a hospital a [00:04:35] general contractor and a mechanical contractor.

And also national [00:04:40] and regional contractor joint ventures, they make great fits. We'll talk about that in a [00:04:45] little bit. But when you combine experience, One contractor might be great at [00:04:50] structural concrete and the other ones might be great at electrical controls [00:04:55] getting the job going. Relationships together, these two form a much stronger [00:05:00] partnership. 

Wade Carpenter: I think there's a lot of reasons that we might wanna do this, and obviously we [00:05:05] talk about the bonding capacity all the time, and that's a huge part of it. But I'm glad you brought up [00:05:10] combining expertise.

I had a contractor that, I guess they were pretty good grading, [00:05:15] stuff like that, but they were working around the river and apparently there's different laws when you start [00:05:20] moving waterways and stuff like that.

So they partnered with somebody with expertise in that, and it worked out really [00:05:25] well. So that's a great point there.

Stephen Brown: Also what a great way for you [00:05:30] to get into something that you're not familiar with that you want to get into, or you think you might [00:05:35] want to get into, than by partnering up with someone who's really good at that?

Wade Carpenter: Yeah. Well, let's talk about [00:05:40] some of the other things. Maybe the owner might have some requirements. You wanna go into some of these other [00:05:45] reasons we might wanna form some of this stuff? 

Stephen Brown: Yeah. The first thing that pops into my head [00:05:50] is in government contracting. As an owner, they're gonna look at your past [00:05:55] experience. So when you bid something as a joint venture and you have a partner with strong [00:06:00] past experience in what you want to bid, that's gonna help your chance of getting awarded that [00:06:05] RFQ.

And also safety ratings are huge. In a lot of [00:06:10] factory work and also in government work, your safety ratings, your [00:06:15] loss time incidents with- without injuries these things all go into [00:06:20] the rating factor whether they're gonna award you the job or not. So the right joint venture will help you there.[00:06:25] 

Also, in the government, there's small business [00:06:30] set-aside where you can really meet the need of the owner by one of the joint venture [00:06:35] partners being a small business and another business being a larger business.

And then we mentioned, [00:06:40] local participation. Most, say, military bases, for [00:06:45] example, deal with a, a local corps of people they know and and those folks are [00:06:50] key. They might be on that base for years and their bonding capacity may be tied up by [00:06:55] all the work on that base, and then they're gonna put out a huge project.

And [00:07:00] how the government sources that project depends too as you look and you see these joint [00:07:05] ventures form, how important that is.

Wade Carpenter: Yeah. And also I'll see [00:07:10] sometimes maybe a contractor wants to move into a different geographic [00:07:15] region, expand or something like that. And a lot of times if you don't know the [00:07:20] area, you're sort of flying blind, and having some kind of relationship with [00:07:25] somebody local can sort of get you in that door.

Maybe they wanna move into there, but [00:07:30] they, we all know in construction, having those relationships [00:07:35] and, maybe they got some kind of in with the licensing or whatever it [00:07:40] is, or a local license that they could work with. What do you think about [00:07:45] that? 

Stephen Brown: Well, not just licensing, but, the labor and the subcontractors, they have access to the [00:07:50] local labor market and also the local suppliers that you might depend on [00:07:55] to get that job done. So no matter how you look at it the location's [00:08:00] always important.

Surety underwriters, too, are always looking at where [00:08:05] you're working, where you haven't worked before, and what type of project it is. So [00:08:10] we've got union, non-union for government contracting. We have project labor [00:08:15] agreements that are still around. We have fringe rates for labor. [00:08:20] And there's just a whole lot of moving parts.

So having someone that's really familiar with that [00:08:25] type of work and the paperwork involved, what's required also the [00:08:30] relationships when you have a problem, that's huge. And I say [00:08:35] relationships with the contracting officers or the owner themselves 

Wade Carpenter: Well, I know there's a couple other [00:08:40] things that we've already talked about, like sharing risk, financial risk. One of them I was [00:08:45] gonna kick around was like pursuing some of these mega projects, and I'm actually involved with [00:08:50] one that is trying to put two contractors, they're actually competitors, but they're friends, [00:08:55] and they've been doing some large... I don't wanna give too many details, [00:09:00] but they're $30 to $40 million a year contractor by themselves. But they've also [00:09:05] been coming under this general contractor, and they're pursuing a large [00:09:10] regional contract that is more like a maintenance agreement [00:09:15] that's $150 million.

And, they probably could have some of the bonding [00:09:20] capacity, but they want to go after the whole relationship. So they're trying to pursue one of these [00:09:25] mega projects, and the idea is let's combine the [00:09:30] strengths and be able to bond that. So you ever see anything like that? 

Stephen Brown: [00:09:35] Yeah. A lot of times, you may put a lot of effort and time into a joint venture [00:09:40] partnership and it just doesn't work out. But when it does work out it works out [00:09:45] based on a joint venture agreement, Wade, and that joint venture agreement kind of is the [00:09:50] blueprint for the joint venture to operate.

They're detailed. A good [00:09:55] sample joint venture agreement can be found on the SBA website because the [00:10:00] government encourages mentor-protege agreements, is what they're called. But a [00:10:05] good joint venture agreement is something that you go over with your attorney. [00:10:10] You take a rough one and you just talk it through.

You say, "Okay, [00:10:15] let's get a letter understanding each other's bonding capacity. Let's look at [00:10:20] insurance, what kind of insurance both parties have and who it's with. Let's look [00:10:25] at the banking relationship. Let's let our surety look at your [00:10:30] financials and your surety look at our financials and compare [00:10:35] notes."

The surety can keep it confidential because the surety is looking at financials all [00:10:40] the time. But if one party has significant debt or problems or a bankruptcy or [00:10:45] something in the past that the other party's not aware, then that's gonna [00:10:50] come out in the underwriting process. That's one way to handle that.

If it's a [00:10:55] non-bonded project, you just do the due diligence yourself, get your accountant to help [00:11:00] you. But, after you start talking about the joint venture and what you think is good, you share that [00:11:05] joint venture agreement with your surety agent, with your CPA with your banker, [00:11:10] and you tell them what you're thinking about, and you let them look over the agreement [00:11:15] and give you their thoughts about it. Because remember, they're on your financial board of [00:11:20] directors. So all those things go together.

And then finally if it works out, then [00:11:25] you combine resources in putting a bid together. And one thing that can mess up a joint venture [00:11:30] right off the bat is putting a bid together that they both agree upon.

[00:11:35] Usually there's certain folks within the organization that are used to putting bids together [00:11:40] their way and they think they're the best at it, and the other ones feel the same [00:11:45] way. Just simply putting the bid together and maximizing the use, making [00:11:50] sure that you're dotting all the I's and crossing all the T's of what that owner wants.

What do they [00:11:55] want? What's gonna make them just instantly say yes? Because remember, that owner just wants to [00:12:00] get this job done. 

Wade Carpenter: If we can, let's shift gears a little bit. Let's talk about some of the hidden [00:12:05] downsides in joint ventures. A lot of times there might be a controlling partner or something like [00:12:10] that. Thinking about things like decision-making. What are your thoughts on that? 

Stephen Brown: Well, [00:12:15] usually someone is named the managing venturer, and you can form the joint [00:12:20] venture agreement based on what percent of the work you're gonna do. Say it's a [00:12:25] $100 million project, and X joint venture's gonna do 55% of the work [00:12:30] or 60% of the work, and the other one's gonna do 40%.

The one doing 60% of the work would [00:12:35] probably assign someone in their organization to be the managing venturer, [00:12:40] and they're in charge of communicating everything to both partners, internal [00:12:45] controls, accounting, billing for the joint venture.

So choosing the right [00:12:50] managing venturer is a big deal that could hold you up. A second thing is [00:12:55] understanding what resources are needed for the project, spelling that out, and who has those [00:13:00] resources. Do you have that equipment? What kind of charges would you have to put into the joint venture to [00:13:05] assign that equipment to this project, and what do we need to rent?

Also, what labor [00:13:10] are you bringing to the project? Exactly who will be your project managers for your [00:13:15] part of the work? Here's our project manager. Here's their resumes, here's their backgrounds, [00:13:20] here's their strengths, here's the things where they need help. It's a time to be [00:13:25] honest about it.

But again, you get into that information after all the preliminary work's [00:13:30] been done on whether you should become a partner or not.

You mentioned two competitors that wanted [00:13:35] to have a joint venture to go after larger projects, and there's a lot to run in a construction [00:13:40] company that you don't have to share with your joint venture partner, but then there's a lot you have to.

[00:13:45] So your accountant can really help you set up the right accounting system and just keep [00:13:50] things separate. What's going on behind the scenes? There's a lot to that. Because remember [00:13:55] we talked about joint and several liability.

Wade Carpenter: Yeah. I think there's a lot to be [00:14:00] said there, and like I said, whether you're talking about different safety culture or different... Like you [00:14:05] mentioned, the different accounting systems. Who's controlling the accounting? A lot of times there are just [00:14:10] disagreements on what should be billed and what's overhead and those kind of things, and I've seen those things [00:14:15] happen quite a bit.

We've actually been brought in several times to do the accounting for [00:14:20] joint ventures because, one side doesn't trust the other, and you know, that's where we need to [00:14:25] have really good understanding of what is and is not includable in [00:14:30] construction expenditures and what's reimbursable.

Stephen Brown: Well, that's a great point, and [00:14:35] having a third party handle the accounting and bookkeeping for the managing [00:14:40] venturer is certainly not a l- bad idea.

But on a lot of mega projects, we're talking, [00:14:45] 200 million, 800 million, you know just monster projects. Both [00:14:50] organizations are so used to setting up separate projects from an accounting standpoint that they just [00:14:55] simply set up one on this project they both agree about, and they just roll with [00:15:00] that.

That back office support, what is an overhead in that joint venture? [00:15:05] Well, you have to depend on your joint venture to properly bid their part of that [00:15:10] contract. So say the contract's $100 million and one of them wants to do 60 million, another one is gonna [00:15:15] do 40 million then you're gonna spell out exactly who's gonna do what in that project, who wants to [00:15:20] do what, who's willing to do what.

And also, while you're negotiating, you're gonna say, "This [00:15:25] really works..." You're thinking, this really works great in my timeframe. So the

[00:15:30] pitfalls of a joint venture going bad or choosing a wrong partner [00:15:35] have to be managed just like risk, Wade. Just like risk any risk that [00:15:40] you are able to to weigh as a contractor same thing you do on a joint [00:15:45] venture. 

Wade Carpenter: Yeah. Like I said I think that we could spend easily two hours talking about this topic, but one [00:15:50] thing I'd love for you to get to before we run out of time is insurance and bonding problems 'cause it [00:15:55] does create some other issues with insurance and a lot of people don't think about those.

So can [00:16:00] you address that a little bit? 

Stephen Brown: Yeah, on most policies joint ventures are not [00:16:05] automatically included. You have to add them as a named insured on your [00:16:10] insurance policy. You can get a separate joint venture insurance [00:16:15] policy. But when both of you are doing the work, a lot of people don't see the reasoning behind that [00:16:20] unless the owner just demands it.

Because of joint and several liability there is [00:16:25] some underwriting involved before an insurance company will agree to put you as the joint [00:16:30] venture as a named joint venture. They have to look at your joint venture agreement and the type of project you're [00:16:35] doing together.

I recently had one where both parties were doing the exact same [00:16:40] work, a work they had done together subbing for each other.

It was just a great [00:16:45] relationship, and on a prior joint venture all in the same location. [00:16:50] So it was just kind of a no-brainer to form a joint venture and keep going there. Very little [00:16:55] risk. What if one joint venture partner has higher limits than the other joint venture partner of the [00:17:00] coverage?

Well, because it's joint and several liability, the owner only needs to get an [00:17:05] insurance certificate naming them as additional insured with the joint venturer on the name on [00:17:10] the certificate with the limits that they require. So, that's an important [00:17:15] issue 

Wade Carpenter: Yeah. I'm glad you went there 'cause that was where I was wanting to go next. Can you explain joint and several [00:17:20] liability? Because a lot of people may not understand what's a plain English explanation of what that says [00:17:25] and what it means 

Stephen Brown: Joint and several means that you are [00:17:30] severally, which is a legal term, bound to each other jointly [00:17:35] in the venture. And that's why they call it a joint venture because both of you are [00:17:40] responsible for whatever you've contracted to do under that joint venture name to be [00:17:45] completed. Both of you are.

So, you may be a joint venture partner with a competitor, and both of you have [00:17:50] been around forever and know each other and respect each other. That's probably a [00:17:55] good way to join forces. The joint venture agreement is the protection for [00:18:00] your joint and several liability.

So you say, "Well, there's no way I'm taking on someone [00:18:05] else's risk when I don't know them that well."

Well, the more you work together, and you know, [00:18:10] the more you work side by side on a project, who would be a good joint venture [00:18:15] partner? Your example, two competitors may not be the best joint venture partner, but [00:18:20] one competitor that has another element of the project that's a different trade might [00:18:25] be an absolute perfect fit.

It can also be the same trade, but both of them are [00:18:30] not chasing the same core projects over and over again, so you're [00:18:35] not directly butting heads with each other. Does that make sense? 

Wade Carpenter: Yeah. I guess I [00:18:40] would say too that staying with the joint and several liability, I think it also means [00:18:45] that, if one takes a dive, both are on the hook for some reason.

Your partner bankruptcy [00:18:50] attorney really doesn't care about whatever your profit sharing agreement with your partner [00:18:55] is when something goes wrong.

So that's where I wanted to spend a little bit of time talking [00:19:00] there. 

Stephen Brown: Yeah. Well, again, letting the sureties get involved getting their take on the [00:19:05] risk is important. Talking to your banker going over the project talking to [00:19:10] your accountant, this is the best way to work through these issues.

Wade Carpenter: Yeah. Well, let's spin to [00:19:15] another topic here. What does it take to build a successful joint venture? How do you [00:19:20] choose the right partner?

Stephen Brown: A lot of times it seems to me like the first joint venture is [00:19:25] always maybe a little rocky. But as long [00:19:30] as both parties have good character and intent to work it out and get the project [00:19:35] finished, that kind of company culture, you're gonna get through those rocky situations.

[00:19:40] But as you work through them together, just like anything else, the joint venture partnerships [00:19:45] become smoother.

I would definitely say that the first one's the one where you're [00:19:50] gonna tiptoe a little bit. But as you do it more frequently, you'll find a lot of the [00:19:55] bigger companies do joint ventures all the time.

Wade Carpenter: Yeah, and those bigger companies are usually the [00:20:00] ones we talk about are controlling it. One of the things I would say is a successful [00:20:05] joint venture starts with a really detailed joint venture agreement.

Obviously, a bigger company [00:20:10] may already have some of their standard language, but, who decides if something needs a [00:20:15] change order? Or who, pays if something goes wrong or back charges, whatever?

I've seen stuff [00:20:20] like that happen just having a good detailed joint venture agreement, the financial [00:20:25] controls where, okay, well, somebody can't take all the profit out and strip all the [00:20:30] cash and leave the other one with nothing.

You wanna spend a little bit of time talking about that?

Stephen Brown: Well, in the joint [00:20:35] venture agreement itself it's real clear about it where the cash is flowing and [00:20:40] exactly where it's flowing to and how it's distributed. It's all in the joint venture agreement. [00:20:45] So, a lot of these worries and concerns are worked out way ahead of time.

I know [00:20:50] no insurance carrier or surety company is going to consider bonding or [00:20:55] insuring a joint venture till they see the agreement, and the agreement spells out type of projects, who's gonna [00:21:00] do what, what kind of equipment.

There's addendums to the joint venture agreement about what kind of resources are [00:21:05] gonna be shared, who's gonna provide what.

Also, how much funding is put into the joint [00:21:10] venture to get it started. Usually, it's a nominal amount. Both parties may put in [00:21:15] $5,000 just to get it started. But seeding that joint [00:21:20] venture, how is the managing joint venture gonna be reimbursed for their time managing the joint [00:21:25] venture? That's in the agreement.

We could go through all the details of a joint venture agreement, but I think you [00:21:30] should look at a kind of a boilerplate one first and see what AI has to [00:21:35] say about it. Looking it over, what's missing certainly doesn't hurt.

And then when you [00:21:40] go to sit down and say, when you present the joint venture to the other party, you're gonna find [00:21:45] that you've already done a lot of homework before you sit down the first time to work this out.

And [00:21:50] how many joint ventures are just absolutely perfect between a general contractor and [00:21:55] like a huge mechanical contractor, especially on something as complex as a [00:22:00] hospital or high-rise residential building where the HVAC [00:22:05] mechanical system is a huge part of the cost of that construction [00:22:10] project?

Why not form a joint venture rather than bonding back each other, forming a [00:22:15] joint venture in order to combine your resources so they're not replicated and both of you can [00:22:20] make the profits you're used to making.

Wade Carpenter: Yeah. As I said it when we started this, a lot of [00:22:25] times people get so enamored with whatever the project, a huge project, and they [00:22:30] lose sight of this. I've seen joint ventures done on a handshake, and those kind of [00:22:35] things, sometimes whether they're bonded or not, a lot of people don't think about some of these things.

[00:22:40] So the point of this episode, I think, for our listeners, is that we need to really pay [00:22:45] attention to who we're working with, the whole project, understand completely who is controlling [00:22:50] it.

Have you got any takeaways for us for this episode? I still feel like we could talk for hours on [00:22:55] this subject so-- 

Stephen Brown: Oh, well, my main takeaways, Wade, are joint ventures are a wonderful thing. [00:23:00] You need to understand about them. How they're formed. Have a good construction attorney [00:23:05] that's used to putting joint ventures together that can represent you and the joint venture team [00:23:10] in an equitable way, because that's it.

A good joint venture is good for both [00:23:15] parties, okay? You're used to doing projects all the time, and how this [00:23:20] joint venture can help you.

I think we went over a lot of reasons why a joint venture might be perfect [00:23:25] solution to what you wanna do. Also not only in growing your business but stepping [00:23:30] out in relationships.

I've never heard a joint venture partner saying [00:23:35] that no matter who was the larger or the smaller of the joint venture partners, that they didn't get [00:23:40] something, they didn't learn something out of the experience that helped their company in the future. So I'd say [00:23:45] give it a shot. Look into it. I think it's a great solution.

Wade Carpenter: Okay. Well, Stephen, I appreciate [00:23:50] you bringing all this to our attention today. You got some questions on joint ventures, throw them [00:23:55] down in the comments below. We'd be glad to answer them as best we can. Obviously, there can be a lot of [00:24:00] different moving parts, and they can be structured a lot of different ways.

We appreciate you [00:24:05] listening. We do this every single week. We appreciate it if you would like, share, subscribe. It always [00:24:10] helps the channel out. And we will see you on the next show.