Motor vehicle dealerships An industry in flux

September 2019 KordaMentha Motor vehicle dealerships

Key takeaways

New car sales are down, month on month, for 16 consecutive months since April 20181. 2019 sales are down 8% on 2018. This is not news to you, or to industry participants, but market wide trends are far from the whole story, even if this downturn reverses in the near term; challenges, options and opportunities warrant a deeper dive, so read on!

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Declining sales Brand is Premises are specialised; the Consumer and and tail revenue everything dealership model is changing technological change 16 consecutive months of New car dealers are typically Improvements are specialised and Consumer behaviour is in transition. declining sales – revenue exposed to one or two brands, can’t readily be repurposed for Consumers are looking for a more streams start with new car with limited options to change traditional industrial or retail uses. convenient ‘retail’ experience, and sales – selling margin, finance brands in the short term, and no A move toward shopping centre, brands are responding accordingly, and insurance, servicing, dealer immediate influence on product. high street and convenience challenging the current dealership fitted accessories: no sale, no tail If a dealer’s brand range is not locations has commenced, model. Technology is changing revenue. resonating with the market, there challenging property values in behaviours through on demand is little that can be done. Brand is dealership strongholds. The services (ride-sharing, car-sharing), absolutely key to identify dealer wholesale to public, mega outlet, electric vehicle and driver- distress, current or coming. warehouse second hand model assistance/autonomous vehicles, is growing, challenging used car which are expected to further revenues for traditional dealers. depress new car sales.

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Introduction

The long-term upward trend of new car sales has reversed. Is this a blip, or are we at an inflection point driven by societal and technological change? Dealers who have over-capitalised on new premises, and new entrants in outer metropolitan areas, are especially vulnerable.

Trend Sentiment Pressures

New car sales in have exhibited a long-term • Consumer sentiment is flat but holding. The industry is under pressure from changes in consumer upward trend, driven by population growth, robust economic behaviour which increasingly make car ownership more • The sub-index ‘time to buy a major household conditions, and geography and urban planning conducive optional, or otherwise decreases the frequency of vehicle item’ is likewise relatively flat although with a 3.6% to private transportation. While short-term dips are evident, replacement (through lower use), including: increase in July 2019 to rise to its highest level since most notably through a 15 month period during the GFC December 2018 (certainly correlated with house • Increased density living closer to city centres, public when sales dropped from c. 90,700 in February 2008 to c. price expectations) we may be seeing some green transport corridors and services reducing reliance on 73,000 in April 2009, the long-term trend is strong. shoots. personal vehicles The present downtrend is only 16 months old, but is now • It seems counterintuitive that this sub-index can hold • The inexorable rise of ridesharing longer than the GFC dip. The absence of a specific macro up concurrently with the longest period of decline in externality to drive the downward change such as the GFC, • Enhanced and expanded delivery services such as sales in the last 20 plus years, unless there are larger and against a backdrop of low interest rates and reasonably Uber Eats, online groceries and Amazon. forces at work. robust consumer sentiment (until very recently), suggests While the long-term trend has encouraged investment that a more significant structural change may be underway. in the sector, are we approaching an inflection point of significant structural change, driven by societal and Australia new car sales – long-term trend2 Consumer sentiment3 technological pressures?

Consumer Family finances Time to buy a major House price Dealers who have over-capitalised on new premises, and 120,000 sentiment next 12 months household item expectations index 160 new entrants in outer metropolitan areas are vulnerable. 140 Aggregators are already active in the market seeking 100,000 outcomes through economies of scale, rationalisation of ? 120 back office functions, robust systems and controls.

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A highly fragmented industry

• There are 3,500 new vehicle dealerships nationally, • Motorcycle Holdings Ltd continues a path of Dealerships Dealerships 54 674 of which 85% are owned by individual operators or acquisition, with 31 dealerships and a significant Revenue Revenue family groups4. multi-channel accessory retail operation. $0.8b $12.6b • Beyond these, the other larger participants include • There is a significant imbalance of power between four listed companies: dealers and manufacturers, with typically short-term Dealerships Dealerships 311 1,066 –– Automotive Holdings Group Ltd (AHG): dealership agreements (1 to 5 years), and ability Revenue Revenue 115 dealerships for manufacturers to unilaterally decline to renew $5.9b $19.9b –– A.P. Eagers Ltd: >145 dealerships agreements on short notice. –– Autosports Group Ltd: 37 dealerships • Manufacturers maintain market power by restriction –– Motorcycle Holdings Ltd: 31 dealerships, nine of the number of dealership points held by any given accessory retail locations. dealer group. • Other larger participants include Suttons Motors Pty • Aggregators benefit through economies of scale, Ltd, Paterson Cheney Holdings Pty Ltd, and Autopact rationalisation of back office functions, and the Pty Ltd. Each of these groups still only account opportunity to put in place robust and sophisticated for a small percentage (<2%) of total market share systems and processes to control costs and margins. (by number of dealerships) in their given areas of • Consolidation may be tempered by manufacturer operation. restrictions. The outcome of, and any manufacturer response to, the A.P. Eagers Ltd takeover will be of Trend and movement interest. Dealerships 277 • Market share concentration has remained steady Revenue Dealerships over the past five years but is anticipated to rise $4.7b 728 Revenue through consolidation of existing dealerships. $13.7b • The most current example being A.P. Eagers Ltd pressing its takeover of AHG. If successful, the combined group will have 229 new-car dealership locations in Australia, 13 in New Zealand, and 68 Dealerships Dealerships new-vehicle truck and bus dealership locations in 108 80 Revenue Revenue Australia. The merged entity would have 11.9 per $1.3b $1.2b cent of the new-car dealership market in Australia.

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Real estate considerations Challenges to traditional model Real estate implications • Digital disruption and consumer trends are working • Real estate changes will occur across dealerships against the traditional dealership model. nationally – whether this is a wholesale shift away from the standard form dealership, or a more • Consumer behaviour is changing. Consumers are Real estate strategy diverges nuanced and case-by-case migration to new form looking for a more convenient ‘retail’ experience. premises. depending on whether the Brands and dealers are responding accordingly, dealership premises are for example: • Planning restrictions on entry by new dealerships. –– Mercedes Me store in Collins Street, • Given their often high-profile locations, dealership owned or leased. Opportunities –– Genesis in Pitt Street Mall, sites may be suitable for a wide range of retail, and challenges exist for both –– CarZoos in Westfields, commercial or industrial alternative uses. –– A.P. Eagers Ltd reported plans to move into ‘mini • Conversely for certain locations, particularly outer owned and leased premises. auto malls’. metro, a car yard could be the single credible use, • Similar trends can be seen in South-East Asia and meaning a property owner (whether owner-occupier worldwide. or landlord model) could be ‘all-in’ with the dealership land use regardless. • These responses from brands and dealers are consistent with the proposition that large format • Transformation of dealership sites to alternative uses destination dealerships are being supplanted. is site specific and dependent on the highest and Specialty car showrooms and dealerships are best use of the underlying land. transitioning to flexible spaces within shopping • The best case is for a controlled process to manage centres and ground floors of office buildings. the tenancy and leasing transition. Benefits of this approach include: • The worst case is for a ‘hard landing’, negatively –– Transition of dealerships from transaction hubs impacting consumers, dealerships, and property to experience hubs owners. –– Increased accessibility and exposure to consumers –– Less intimidating for consumers to browse than traditional dealerships, especially as the approach adopted by staff is largely educational, with no hard sell, and many don’t even transact –– Shopping centres are constantly looking to broaden their base and mix – new uses, new retailers, and more reasons to visit are critical – and lease agreements reflect this drive.

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Owner-operator model

Owned premises present opportunities for change of use, but also have the potential to exacerbate financial stress.

Opportunities and considerations Considerations Options Execution and strategy • Throughout the cycle, owner-occupiers have the opportunity to add value to sites through options including: Financial Retain • Devise leasing strategy for any excess –– Retention and lease to another dealer • Holding costs of dealership e.g. loan • Site needs to be space to earn an income –– Retention and redevelopment to a higher/better use covenants retained to deliver • Advice on positioning for future –– Sale to another dealer or developer on strategy sale in the medium to long term e.g. • Parent company or owner strategy –– Sale and leaseback to free up capital. and risk profile e.g. national strategy, development applications, capital other investments expenditure • Outer metropolitan dealerships may have limited • Financial outcome of the exit option • Capital expenditure requirements alternative uses, which may otherwise exacerbate to refit/refresh to meet changing financial stress for an owner-operator. Real estate consumer needs • Space requirements e.g. potential to • Conversely in some councils there has been a limitation • Allow dealership to focus on core lease some of the space to a third on the number of dealerships permitted, especially close business party, may be difficult to city centres, leading to an increase in value for the • Long term strategic plan e.g. potential properties being sold with an existing dealership for future value uplift through • Changes to the traditional dealership model will also re-zoning, redevelopment etc. Sell • Full market analysis and identification impact the value of existing sites for current use. • Potential alternative uses of the site, • Site needs to be of the likely buyer profile • If an owner-operator wants to sell, there is likely to identification of highest and best use exited to deliver on • Advice on realistic pricing given be contamination issues that need to be rectified to • Appointment of appropriate selling strategy various alternative uses maximise value. The owner may not have the liquidity agent and undertaking a successful • Review of the transaction available to rectify the contamination as a result selling marketing campaign management strategy to ensure sales properties below market value. Practical are achieved • There are several considerations for an owner-occupied • Timing of exit • Stakeholder management dealership prior to making a decision on whether to retain • Importance of individual dealership to • Management of settlement risk or sell. Professional advice and ongoing support from a the dealership network • Relocation/shutdown of dealership qualified real estate professional is critical. • Risk and mitigation planning

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Leased premises

Considerations for leasehold dealerships are not dissimilar from owner occupied dealerships, however the execution of an exit or renegotiation is vastly different. Leased premises offer scope for negotiation with landlords to move the dial on viability, although as with any other retailer, ad-hoc ‘trench warfare’ is occurring on a daily basis between landlords and tenants.

Opportunities and considerations Considerations Options Execution and strategy • Occupancy costs and potential lease liabilities are significant considerations when exiting or entering Financial Retain • Full market analysis and identification dealership sites. • Costs associated with lease • Site needs to be of landlord weaknesses • Landlords will have similar considerations to owner- • Can the lease be renegotiated? retained to deliver • Understanding of financial metrics and on the strategy. commercial terms occupier dealers around alternative uses. • How important is the lease to the Re-negotiate terms landlord (alternative tenants/uses)? • Engage with advisors and stakeholders • For sites with limited alternative uses, landlords are or use as leverage are required motivated to ‘share the pain’ with dealers. • Financial outcome of the exit option in negotiations • Negotiate, document and finalise deals Real Estate • For readily repurposed sites, a landlord may be content to • Space requirements maintain lease terms with the expectation that the lease • Rental terms i.e. rent reviews, options will break or end. to sublet • The best case is for a controlled process to manage the Practical tenancy and leasing transition. Exit • Negotiate end of lease terms e.g. make • Timing of exit • Site needs to be good clauses, damages for repudiation • The worst case is for a ‘hard landing’, negatively • Importance of individual dealership to exited to deliver on of lease impacting consumers, dealerships, and property owners. the dealership network the strategy • Ensure properties are physically exited • Risks, mitigation planning, probability per plan and/or agreement (avoid • Logistics of relocating a dealership to new premises • Move to new site, of events damages, cost overruns) other than a traditional dealership premises are potentially very significant. Proper execution is critical, and identifying different premises • New site selection, fitout, vehicle storage, servicing premises and linking in vehicle storage and servicing facilities is an • Transition to new site additional challenge.

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Volume vs margin • Used car sales are challenged by the wholesale to Financial considerations public, mega outlet, warehouse model – another • In the background of new car sales volumes continuing pressure point for dealer revenue streams. to decline, knowing and understanding the contributors to margin has become more integral to operating in • There is early evidence to suggest the model for many Dealership revenues are what may be the new normal. manufacturers is shifting towards a ‘one-price’ selling approach (i.e. no discount), and away from volume made up of many streams, • In a highly fragmented market, this is especially so for based incentivisation, recognising that the volume- but most streams stem dealers who: driven approach may be becoming obsolete. –– Maintain a ‘front-end’ bias to their dealership • The contribution to margin from the ‘back end’ is orientation from a new car sale – increasingly central for dealers operating in the ‘new selling margin, finance and –– Have historically been volume-driven normal’. This is particularly so with regulatory changes –– Have a substantial orientation of their dealership in finance and insurance beginning to bite. insurance, servicing, dealer structure skewed towards new car sales, where selling margin (down on average 15% FY16-FY19) • Efficient service departments where higher fitted accessories: no sale, and contribution to total dealership net profit (down margin revenues are available are becoming on average 52% FY16-FY19) continue to decline. increasingly valuable. no tail revenue. • For these dealers, meeting requirements for manufacturer volume incentives is fundamental to the delivery of sufficient margin.

Typical contribution to dealership sales Typical contribution to dealership margin

Service F&I New 3% Parts 7% 15% Used 8% New 6% Parts 6% 17% 57% 65% Used F&I 16% Service

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Financial considerations

Floor plan finance Auto finance regulatory change Warranty claim pressures

• Declining sales and resulting aging of inventory is • 90% of all car sales are arranged through finance, with • There is increasing pressure by manufacturers triggering covenant breaches leading to curtailments and 39% of financing arranged through car dealerships5, on warranty claims, closely tied to longer new car penalty interest under floor plan finance agreements. which deliver two potential sources of income: warranties. • This causes a further drain on dealers’ cash or working –– Financial benefits from lenders, including upfront • Dealerships are resolving claims for reputational capital facilities. commissions and/or volume bonuses reasons, but being left with the cost. –– A dealer origination fee charged to the consumer • Dealerships are then forced into a cycle of selling • Manufacturers are also capping cost contribution for assisting in the provision of finance. inventory below cost to reduce financing costs and further to warranty claims putting pressure on service curtailments, causing in turn further liquidity problems. • Changes to flex commission structures will impact department revenues. dealer income, and for dealers who heavily rely upon add-ons to complement sales margin, the effects are already being felt.

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Brand is everything Electric vehicle disruption Tied to a brand, with limited options • Take up of electric vehicles in Australia has been very • Dealers often have no option to transition to an limited to date, with no more than 1 in 500 (c. 2,000) new alternative brand in the short to medium term – a car sales being electric vehicles in CY2018. However a typical cluster of dealerships will see the key brands Brand is key to identifying swathe of new models and international experience make already represented. it clear that a change is coming. current or future dealer • Sales by brand in the short to medium term are distress. New car dealers • With driving range increasing, and with the average impacted by many factors: Australian commute of 16km, it is clear that electric –– Product mix, new niches, or missing a credible are typically exposed to one vehicles are now a credible alternative to the internal offering in a given sector. combustion option for many consumers. While price –– Timing of competitor models entering the market or two brands, with limited remains a hurdle – for example the electric version of the can have a profound effect on immediate sales. Hyundai Kona commands a c. 100% premium against –– Change of model not meeting market opportunity to change in the comparable internal combustion models – are we expectations, e.g. Holden Commodore already seeing early adopters holding off on new vehicle replacement. short term, and no immediate purchases in anticipation of increased production volume and advances in technology driving prices down? –– Brand issues, e.g. Volkswagen ‘dieselgate’, or the influence on product mix. If a Subaru two-week factory shutdown January 2019. • For dealers, will the established manufacturers maintain brand is not resonating with market share? Or will electric vehicle specialists such as • Some immediate examples include: the market, there is little an Tesla with its direct sales approach, or new entrants to the –– Ford vs Holden, Mercedes vs BMW – Ford and Australian market such as Great Wall, take market share in BMW sales are holding up nicely, Holden and individual dealer can do. coming years? Mercedes have declined 24% and 15% respectively – two very different results for comparable brands. • The right choice of brand and strategy will define dealers’ –– Holden sold just 11,825 vehicles in the first three outcomes in a period of fundamental change. months of 2019 – down from 15,524 in the same period in 2018 – causing its market share drop from Brand examples6 5.3 to 4.4 %. This meant the Toyota Hilux dual-cab outsold the entire Holden range in the month of Sales Apr ‘19 Sales Apr ‘18 5,000 March 2019 – a deep and sustained slide from Holden, which last lead new car sales in 20027. 4,000 –– Holden’s product range is clearly not resonating 3,000 with the market, whether retail, fleet or otherwise. 2,000

1,000

0 Ford Holden Mercedes-Benz BMW

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Motorcycle sales

Motorcycle specific challenges Declining discretionary Sales by brand (road motorcycles)8 • Motorcycles are generally considered a more expenditure is fundamentally Units discretionary purchase than a car, and so are more 9,000 2017 2018 changing the motorcycle exposed to changes in macro economic conditions. 8,000 • Riding gear and accessory sales continue to move 7,000 6,000 market landscape. Together online, reducing what is a higher margin revenue 5,000 stream for dealers. with reductions in sales of 4,000 • H1 2019 road motorcycle sales were down 17.7% 3,000 riding gear and accessories compared to H1 2018.9 2,000 1,000 through dealer channels, • As a whole, sales are down c. 30% since 2016. 0 KTM BMW Other Harley Honda Ducati • Aggregate decline has been most apparent in more Suzuki Yamaha we see broad stress in the Triumph Davidson discretionary brands/categories, while the more Kawasaki market, and potential for commuter focussed brands held comparatively distress for speciality dealers. steady. • Specialised/prestige brands such as Harley Davidson and Ducati, showed declines of 21% and 23% respectively 2018 vs 2017 and this trend looks to be continuing. • These brands are at the discretionary end of the market, being more likely to represent the ‘Sunday ride’, rather than the commute. • With overall discretionary spending down, it is no surprise to see a substantial drop in discretionary brands. • We expect to see significant distress in this market, particularly while consumer confidence remains flat.

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Control systems • Helping a business develop and implement a Financial controls and comprehensive and relevant financial management adjustment to a new normal • New car sales drive revenue not only from the sale, system can provide the critical data to operate but from add-ons including: effectively and efficiently. –– Finance and insurance fees and commissions The material decline in –– Dealer fitted accessories Adjusting to a new normal –– Servicing. • With such a lengthy run of increasing sales, dealers new car sales is resulting in • Knowing and understanding margin is critical, and are experts at growth in positive market conditions. financial and forecasting systems are key. Only the most experienced in the industry will have stress, and distress, across seen any material contractions. • Margins on sales are slim, but with high value the industry. Dealers and transactions, nuanced changes can have an • If this is the ‘new normal’, very different skills and immediate and material impact. experience is required, which may include (all their professional advisors while keeping the wheels on in challenging market • There are varying levels of sophistication in conditions): are experts at growth, new management systems and forecasting evident within –– Rationalising staff, sites and brands the industry, from some best practice end-to-end sites and positive market systems, to ad-hoc spreadsheet-based models. –– Adjustments to corporate structure –– Consideration of property options conditions. In a declining and • While a simple model may work well, it is reliant upon continual update and maintenance by a competent –– Negotiations with landlords, financiers, suppliers difficult market, alternative and experienced operator – be it the owner/operator/ –– Mitigation planning. skill sets are required. dealer principal/key staff members which: • Taking the first step to seeking advice, and receiving –– Takes resources away from the fundamental good advice, early in the cycle will determine the end business outcome for many dealers. –– Leaves room for error • Assistance and guidance through this ‘new normal’ –– May fail to identify or capture revenue sources should be sought from professionals experienced in and cost drivers. this phase of the cycle to: • Our experience tends towards businesses under –– Review and improve control systems, cost stress, which significantly correlates with less controls, reporting and cash flow automated models and controls. –– Assist with negotiations • Dealer principals are often former sales managers –– Provide a commercial and market-wide view of and may not have the background and systems to real estate considerations. encourage focus on margin and costs, rather than volumes.

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Planning and options

In our experience, it is critical to assess all options and estimate the likely outcomes, prior to embarking on a restructuring process, to ensure alignment of stakeholders on key decisions, leading to the optimal financial and non-financial outcome.

Exit and restructure options Outcomes Key elements to consider during the options assessment

Corporate and leasing structure Financial forecast and key Business turnaround personnel review and (People, operations, leases, inventory) Cash trading profit/losses Cost cutting initiatives

Seasonality and timing of exit

M&A/sale process Parent company or owner strategy and risk profile (e.g.: global strategy, Business sale and leases assigned (Whole of business) other investments) Estimate financial outcome of the available exit options (probability and range of financial outcomes) Negotiation of exit Change of brand/model Understand risks, mitigation planning, probability of events and/or (Move within market) Implement new brand, residual business adjustment Develop a robust Plan B, C, D … Options not are mutually exclusive

Solvent exit (including real estate) Understand optionality – how long can you maintain the option to pursue Full exit and wind down backup plans? and (People, operations, leases, inventory) Insolvency process (partial or full) Management composition

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1. Federal Chamber of Automotive Industries – media 7. Slattery Asset Advisory First Quarter Report for 2019 Endnotes release 5 August 2019 https://www.slatteryauctions.com.au/quarterly- reports/2019-2/q1-report-2019 2. Australian Bureau of Statistics – Sales of New Motor Vehicles, Australia (cat. no. 9314.0) 8. Bikesales – 2018: Aussie market contracts 8.7 per cent https://www.bikesales.com.au/editorial/ 3. Westpac-Melbourne Institute Index of Consumer details/2018-aussie-market-contracts-8-7-per- Sentiment cent-116363/ 4. Australian Automotive Dealer Association/Ibisworld 9. Bikesales – Bike sales slide continues https://www. Industry Report – Motor Vehicle Dealers in Australia bikesales.com.au/editorial/details/bike-sales-slide- (March 2019) continues-119381/ 5. Australian Securities and Investments Commission – Regulation Impact Statement, Flex commission arrangements in the car finance market (March 2017) 6. Caradvice – April 2019 New Vehicle Sales https:// www.caradvice.com.au/753296/vfacts-april-2019- new-car-sales-figures/ Caradvice – April 2018 New Vehicle Sales https:// www.caradvice.com.au/645597/vfacts-april-2018- new-vehicle-sales/

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Contacts

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