Consolidation in Auto Retail (dealerships)

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October 18th-20th, 2015The Bellagio Hotel, Las Vegas

In Buffett’s Crosshairs:Revolutionizing Automotive Retailing

Brad Mewes, PrincipalSupplementFinancial Insight for the Automotive Aftermarket

Warren Loves Cars

The Consolidation Curve

Inorganic Growth

What Not to Do

Pricing Trends and Valuation Methods

WARREN LOVES CARSThe Current State of the Industry and WhyConsolidation Will Likely Continue

Welcome to the car business, WarrenMike Jackson, CEO Auto Nation

Why Invest in Auto Retail

Source: YCharts

Why Invest in Auto Retail

Source: NADA, The Haig Report, 2015

Why Invest in Auto Retail

Source: The Haig Report, 2015

What is Private Equity???

What does Warren see inAutomotive Retail?

“In business, I look for economiccastles protected by unbreachable

‘moats’”

--Warren Buffett, BerkshireHathaway

“There are about 17,000dealerships in the country, andownership transfers alwaysrequire approval by the relevantauto manufacturer. Berkshire's jobis to perform in a manner that willcause manufacturers to welcomefurther purchases by us.”

--Warren Buffett, BerkshireHathaway

“I fully expect we’ll buy a lot moredealerships over time.

We will hear, I predict, fromhundreds of dealerships in thenext year.”

--Warren Buffett, BerkshireHathaway

Did Buffett miscalculate?

CONSOLIDATION CURVEThe big get bigger. How industry lifecycles impactcompetition and consolidation.

"In the future -- I don'tknow how far in thefuture -- the smallergroups will be similar toours: a billion dollars insales.”

--Rick Case, Rick CaseAutomotive Group

"There's a hugeopportunity forconsolidation in autodealerships…

How big is big really?”

--Larry Van Tuyl,Berkshire Automotive

Stage 1:Fragmentation

Stage 2:Acquisitions

Stage 3:Expansion

Stage 4:Maturity

Market Share 10% - 30% 15% - 45% 35% - 70% 70% - 90%

GrowthOne-Off

AcquisitionsPlatform

AcquisitionsMega Deals &Greenfields

Defense &Maintenance

StrategyBuild

Revenues andBrand

M&A andIntegration

Profitability &Scale

ManageRegulatory

Environment

Stages of Consolidation

Economies of Scale:

The reduction in average and marginal costs arising from anincrease in size of an operating unit.

Source: Roland Berger

InvestmentInvestment

CompetitiveAdvantage

CompetitiveAdvantage

RetainedEarningsRetainedEarnings

Acquisitions,Scale,

Barriers toEntry

Acquisitions,Scale,

Barriers toEntry

BusinessAttracts

AdditionalCapital

BusinessAttracts

AdditionalCapital

The Virtuous Cycleof

Investment

Stand Pat: Operational Excellence

Grow: Develop Scale

Sell: Realize Value Now

Options

INORGANIC GROWTHBuild and Execute an Inorganic Growth Strategy

Source: The Banks Report, Author’s Calculations

0

5

10

15

20

25

30

35

40

45

50

Deal

ersh

ips

Acqu

ired

Most Acquisitive Dealer Groups2013 to June 2015

(Excluding Berkshire)

Source: The Banks Report, Author’s Calculations

0

5

10

15

20

25

Num

ber o

f Dea

lers

hips

Acq

uire

dMost Acquisitive Private Dealer Groups

Since 2013

Start with the end in mind

Build a team; both internally andexternally

A proactive acquisition strategy

Develop non-auction deal flow

Evaluate your alternatives

Five Inorganic Growth Success Factors

Start with the End in Mind

Build a Team,

Internally and Externally

Proactive

Acquisition Strategy

Non-AuctionDeal Flow

Evaluate Your

Investment Alternatives

WHAT NOT TO DOIdentify and avoid common buy side pitfalls

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Over-optimistic Projections

Worst Case Scenarios Cash Flow vs Profit Working Capital Needs Under Capitalized / Insufficient

Funding Deals take on a life of their own

Five Common Acquisition Mistakes

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Lack of Focus

Strategic Drift Diligent Due Diligence Existing Team Bandwidth

Five Common Acquisition Mistakes

Overworked Team`

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

It Really Is All About the People

Ego Culture New Team Integration Who’s Responsible for What?

Five Common Acquisition Mistakes

Overworked Team`

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Post Deal Integration

Cost Synergies Cash Needs OEM Integration IT, HR, Accounting, Shared

Services, etc.

Five Common Acquisition Mistakes

Overworked Team`

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

Over-optimistic Projections

Lack of Focus

It Really Is All About the People

Post Deal Integration

Ignore the Advisors

Five Common Acquisition Mistakes

WHAT IS IT WORTH?Dealer Pricing Trends and Valuation Methods

Tangible Net Assets + Blue Sky

DCF, IRR & Hurdle Rates

Multiples & Comps

Strategic vs Financial

Control & Liquidity Premiums

A Primer on Valuation

Brand

Location / Market

Management Team

Facility

Operational Excellence

Non Financial Premiums

Recent Comps

Source: The Haig Report, 2015

October 18th-20th, 2015The Bellagio Hotel, Las Vegas

Thank You!Please take a moment torate my presentation inthe DSES mobile app!

Brad MewesPrincipal, SupplementFinancial Insight for the Automotive Professionalbrad.mewes@supp-co.com714.658.5518

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