Fall is upon us. The weather is getting cooler, the leaves are changing colors, football is in full swing, the World Series is beginning, and Halloween is right around the corner. For auto dealers this year, Fall may also be a sign of change.

As we’ve written in this space, 2021 has been largely profitable for dealers, despite unique challenges. A combination of good fortunes, high blue sky multiples, consolidation in the industry, the onset of electric vehicles, proposed tax law changes, and other factors can have many dealers contemplating their future.

October and November are also when many state auto associations hold their District Meetings to discuss timely topics with their dealer members. We recently attended a series of District Meetings in Tennessee and the topic at hand seemed to revolve around potential transactions.

In the spirit of Halloween, we review some of the buy/sell considerations (from the perspective of the selling auto dealer) that were discussed at the district meetings. For those statements that are true, we will classify them as TREATS and provide additional commentary. For those statements that are false, we will classify them as TRICKS and provide additional commentary.

TREAT – Timing Is Everything

Deciding whether to sell your dealership or continue to hold on to it should be a conscious decision. Don’t wait until you have to sell.  Dealers should consider the following areas in their decision-making process:

• Family – What are the ages and current health status of the operating dealer and his/her spouse? Does the dealer have any children that are either active in the business or are capable of eventually running the business?
• Market – What are the prevailing market conditions?  Is this a good time to sell or a bad time to sell?  As we have discussed numerous times during 2021, the M&A market has been very active for auto dealers.  Despite operating challenges with COVID and inventory supplies with the chip shortage, auto dealers have posted record or near-record profits.  Favorable operational results combined with increased blue sky multiples have yielded a frenzy in the valuations of some dealerships.
• OEM/Brand – What conditions is the dealer currently facing with their own OEM?  Has the brand been favorable in recent history, or does the dealership represent an OEM that has faced production issues or the inability to release attractive vehicle models?  Is the OEM demanding additional image requirements?  How is the OEM responding to the electrification of vehicles and how will they involve the traditional dealership moving forward?
• Monetary – What are the unique financial needs of the operating dealer and his/her family?  Is the perceived value of the dealership equal to or greater than the offers in the marketplace?  Are there sizable capital projects on the horizon needed to compete with other dealership groups or with OEM demands?

TRICK – An Auto Dealer Contemplating a Sale Should Hire a Business Broker

Transactions can be very complicated and complex.  A selling dealer should hire capable professionals to assist in the process. These professionals should include a transaction attorney and a CPA at a minimum. These roles shouldn’t automatically be filled by your existing professionals if those professionals aren’t seasoned in transactions of auto dealerships.

Should the selling dealer hire a business broker?

It depends.

Not all business brokers can be helpful to the process. Be careful and selective about whether to hire a business broker, and if so, which business broker to hire. If the buyer or target is already identified, the business broker may not be necessary. Be cautious of business brokers that want to establish a long-term exclusive relationship. The selling dealer wants to maintain privacy and confidentiality about their potential decision to market their dealership.  Some business brokers might market the dealership to everyone around town which can cause uncertainty and strain to existing employees and might cause harm to the value of the dealership if the seller loses the leverage of their decision.

Business brokers can be helpful as can industry-specific valuation specialists like Mercer Capital. One obstacle to any potential transaction is the value or price of the dealership. Dealers may have an indication of what their store might be worth, but often a valuation is crucial to manage expectations or assist in the negotiation of price with the potential buyer.

TREAT – A Selling Dealer Must Prepare for a Potential Sale Prior to the Transaction Closing

Dealers that are contemplating a sale should begin to take steps to prepare for the eventual transaction.  Some of those steps consist of the following:

• Capital Projects Pending – Are there capital projects that need to be completed or are required by the OEM?  Has the dealer recently completed an image requirement or are additional requirements pending?  The status of the facilities and capital projects can greatly affect the price paid for the dealership in a transaction.
• Key Personnel – Identify the key employees that you want to retain during the process and/or those the buyer might want to retain. The future success of a dealership can be impacted by key employees and department heads.  Selling dealers might consider granting special bonuses to these key individuals to keep them focused during this process.  A potential buyer would not want to see a hiccup in financial performance or turnover in key personnel during the process.
• Customer Obligations – Selling dealers should examine their long-term customer obligations.  Are there any “warranties for life” such as free lifetime oil changes or obligations to provide loaner vehicles to prior owners or immediate/distant family members?  A potential buyer would want to know their exposure in these areas and may not wish to continue these arrangements.
• Existing Contracts/Contract Renewals – Selling dealers should review their existing contracts.  How long will they continue or are any set to expire?  Key contracts would include the Dealer Management System (DMS) among others.  Selling dealers must balance opposing factors with contracts:  not wanting to experience an interruption during the transaction process versus renewing a long-term contract that a perspective buyer would not view as attractive or valuable.
• Environmental Survey – Does the dealership have any exposure to environmental issues?  A selling dealer should complete an environmental survey at the beginning or during this process.  Environmental concerns for dealerships usually involve in-ground lifts, underground storage tanks, and oil/water separators.

TRICK – A Selling Dealer Should Inform Their OEM That They Are Contemplating a Potential Transaction

Similar to the decision regarding whether to hire a business broker or not, the decision to inform the OEM should be diligently thought out.

Should a dealer inform their OEM that they are contemplating a transaction?

Again, it depends.

A selling dealer wants to maintain privacy and confidentiality within their community and their workforce. An OEM or area manager might inform other dealerships of the news of your potential sale, or the information could make its way back to your key employees. Selling dealers will want to continue consistency in operations and performance and maintain their leverage in their possible sale to ensure the highest success and value for a transaction. Conversely, the OEM will need to be informed at some point because they will ultimately have to approve the dealer principal after a transition.

TREAT – A Buyer’s Due Diligence Is Essential to the Transaction Process

Due diligence refers to the part of the process where the potential buyer collects and analyzes certain information from the seller, including financial statements and other reports, in an effort to make a decision about conducting the transaction and to ensure that a party is not held legally liable or any loss or damages. Key elements of the due diligence process include the following:

• Financial Statements – Buyers will typically want to review at least three prior years to gain an understanding of the dealership’s historical performance and an expectation of anticipated future performance.  Sellers will want to make sure they have complete and accurate financial statements to aid in the transaction process.
• Existing Litigation – Prospective buyers will want to know of any pending litigation with any customers or employees.
• Environmental Assessment – As previously discussed, a buyer will want to know if there are any pending environmental liabilities.  If a selling dealer had a survey performed recently it can keep the process moving and not cause any interruption waiting for a survey to be completed.
• Facilities Inspection – Buyers will want to inspect the physical premises of the dealerships.  Buyers will also inquire and inspect the status of current conditions in light of OEM imaging requirements.

TRICK – The Character of the Buyer Is Not Important to the Transaction

One might think that if a prospective buyer can be located at an agreeable price, then the process is over. However, the seller should be concerned with the character of the buyer. What is the buyer’s reputation with other stores that he/she operates? Has the buyer ever been involved in lawsuits with their OEM, their employees, or with other sellers in previous transactions? Has the buyer ever been turned down by an OEM for approval as a dealer principal in a previous transaction or transition?

In most cases,  a dealer may only sell a dealership once in their lifetime. Chances are they have established a legacy within their local community and with their employees. Despite exiting after a transaction, dealers do not want to see their reputation and legacy diminished.

Conclusion

Mercer Capital can assist auto dealers that are contemplating a sale by joining the team of professionals involved in a transaction. Mercer Capital provides business valuation and financial advisory services, and our auto team helps dealers, their partners, and family members understand the value of their business and how it is impacted by economic, industry and financial performance factors. Contact a member of the Mercer Capital auto dealer team today to learn more about the value of your dealership.