Erin Kerrigan at Automotive News Canada Congress – Full Speech

when it comes to setting the tone for the retail environment in North Americawe could not think of a better way to start our Congress than hearing from thewisdom of Erin Kerrigan. Erin is not only the managing director of Kerriganadvisors which he founded four years ago she’s also at the heart of the leadingsell-side advisory companies – auto dealers in North America in just thelast few years her firm has sold more than 60dealerships representing 1 billion dollars in client sales proceeds hercompany also raises capital for clients seeking a financial partner so she’ll betaking cards later if you’re interested in that – a regular commentator on theindustry Erin is well aware of trends in valuations real estate and privateequity you’re you know her name by reading The Wall Street JournalBloomberg and of course Automotive News please join me in welcomingErin Kerriganwell thank you very much Jason and thank you automotive news for inviting me tospeak today at this amazing conference as some of you may or may not know I’mactually half Canadian my dad was born in Vancouver and my grandparents arefrom Vancouver and given the current US presidential administration I sometimeswish they had never left Vancouver but needless to say I am here and excited totalk about the buy/sell market and actually have been also activelywatching the Olympics and join the Olympics and see some similaritiesbetween the highs and lows excitement and certainly stress of the Olympics andthe buy/sell market so you’ll see I’m employing a little bit of that themethroughout the presentation today before I get started just to give you somecontext of where this information comes from and what we do at Kerrigan advisorsis Jason mentioned we are the leading sell side advisors to dealers in theUnited States and we have done some work in Canada and we’re looking to do morework in Canada we sold a large Mercedes store out of Edmonton and we’re actuallycurrently working on two transactions in the US where the buyers are Canadian sowe do believe there are going to be a lot more cross-border transactionsbetween our countries and actually the blue sky report which some of you may befamiliar with that we produce quarterly and it is often covered thank you verymuch by automotive news um actually goes to 7,000 people all over the world 35countries now receive the blue sky report and we think that actually thisis very much a theme that not only will we see more Canadian US cross-bordertransactions of Canadian dealers buying dealerships in the US and and vice-versabut also beyond North America coming in and buying dealerships in the US so thisis very much a world is flat view point and we at Kerry advisors believe that’ssomething we’re going to continue to see as the industry consolidates further sowith that backdrop let’s talk about this buy sell market in Canada and of courseI’ll talk a little bit about the US as well it should be of nosurprise to anyone that the biggest driver of today’s buy sell market is ofcourse valuation after all these are car dealers we are dealing with they lovenegotiating and price really matters to them and prices are very very high rightnow one of the best indications of price in our view is to look at our publiccompanies in our space after all these companies are marked to market everybusiness day we know exactly how much they are trading with at and how muchthey are worth and when you think about it they are while they are a represent asmaller portion of the dealerships meaning they don’t they don’t have ahuge percentage of the dealerships in either Canada or the u. s. they are thelargest companies in many cases in our industry so their valuations arecertainly a good barometer to the current and future health andperformance of on a retail now in the case of the US we look at surprisesurprise the kerrigan index when we are looking at where these companies aretracking and the kerrigan index as you can see on this slide is composed of theseven publicly traded US auto retailers it’s it’s structured like the S&P 500 soit’s market cap weighted and you can see that this index is up an incredible 784percent since 2009 and it’s outpaced the S&P 500 which is that little gray lineon the graph by over 500 percent with this kind of appreciation it should beof no surprise to anyone that we have a very active M&A market in the u. s. because frankly private dealers have also seen their valuations skyrocketduring the same period and in Canada we see a very similar picture Auto Canadayour only public retailer has seen its stock price increase about 700 percentsince 2010 even with the crazy gyrations of 2014 2015 period you’re still upOh almost 700 percent and in fact auto candidateat the highest valuation multiple of all of the North American public’s now thismight be a surprise to some of you but for us and Kerrigan advisors who spend alot of time on buy sells both here and in Canada it does not surprise usbecause the fact of the matter is Canadian dealerships today trade at apremium over US dealerships in many cases one to two times higher in termsof turn on the blue sky multiple I’m going to talk about why we see this tobe the case but interestingly enough that’s part of the reason that we do seemore Canadian dealers coming to us and saying look we’re interested ininvesting in the US now for a buy-sell market to be active as the one we havetoday you certainly have to have willing buyers and sellers and we think it’simportant to understand the perspectives of each of these parties so I’m going tostart off by talking about the sellers one thing’s for sure is there are fewersellers in today’s market in Canada than there are buyers what does that mean ofcourse economics 101 teaches us smaller supply higher demand that is very muchone of the reasons you see the prices at the level that they are today but forthose sellers that are coming to market what why are they coming to market inour view they are looking to capitalize on today’s high values and part of thereason they are doing this is because they do see some risk to the futureprofitability one concern is that we may be at peak car sales plateau or not ifwe’re at peak car sales that is something that did some of these dealersworry a bit about because they could see earnings come under pressure after allearnings in Canada in Auto retail have been an on an unbelievable tear since2010 they’ve grown 93 percent the industry’s earnings and since 2003you’ve had a compound annual growth rate of almost 12% is anindustry so that’s like technology earnings growth that’s pretty unusualit’s not surprising then that some of these dealers are saying how much longercan this continue and interestingly enough usually the first sign that youmight be at a peak is when your margins start to come down a bit in the u. s. when we plateaued our sales plateaued certainly at a very high level but ofcourse then competition heats up and when competition heats up margins startto come down in the first leading indicator to us in the US was that ourmargins came down and then in 2017 the industry’s earnings came down not a tonbut a little bit and that is what we’re seeing we think here in Canada so for adealer that doesn’t have a viable secession plan or one that is maybe atnear or none of the dealers here included but well beyond retirement agethose dealers are looking at this and saying you know if I’m gonna exit I wantto exit on top of course I want to get my highest value and I’m not really upfor weathering another economic cycle so I think I’m going to take this money andrun another factor that we are seeing in the buy sell market is that we areseeing see some sellers in some regards thanks to automotive news fabulouscoverage of all the disruption that could come to our industry a bitconcerned about this disruption they’re worried about the fact that maybetransportation as a service could get down to 16 cents per mile which in thatcase consumers are economically rational people that will change the dealershipbusiness model and if they look to pass down this business to their nextgeneration they’re a little nervous about passing down something that couldbe in a real state of flux and in Canada that is even more true to some degreebecause Canadian consumers are more open to alternative drive trains than theUnited States as you can see on this slide and also more open toand trusting of start-up companies providing that alternative drivetrainalso you don’t have the protections of the u. s. franchise law that certainlywill likely protect the u. s. dealers for a longer period of time another trendthat we are seeing with sellers is a greater interest in selling theirdealership real estate along with their franchises now this is a real break fromtradition dealers typically love to cash out their business keep the real estateand collect rent checks letting the buyer manage the business and enjoy justgetting that monthly income however with the number of bricks and mortar retailthe number of those facilities shutting down many dealers are starting to sayyou know if I’m gonna exit maybe I should also exit my single purposereal estate property which tends to be the most risky real estate investmentand this isn’t just single purpose for auto retail our facilities are singlepurpose for a certain brand in auto retail and so we’re seeing more dealerssay if I’m gonna exit I’m going to exit everything the last trend that we areseeing with sellers is also an aberration from the past and that is awillingness to bring on an equity partner or financial partner in either aminority or a majority position and this is not surprising either because of allthe disruption discussions and the fact that most dealers really do feel theyneed to be big to survive in the future that this is a going to be an industrythat needs quite a significant amount of size to really succeed these dealers aresaying you know maybe I will take that call from that private equity firm orfrom that high net worth individual who wants to invest in auto retail followthe lead of some of the most famous investors in the world who have decidedto do so and I’m gonna bring on that partner because I don’t want to leavethe industry I love the industry I just know that the cost of growth isextremely expensive I don’t really want to bet the family farm again on atransaction my facilities cost a tremendousamount of money thank you Oh yen’s and so you know I think that bringing on afinancial partner makes a lot of sense and manufacturers are more open to thesestructures particularly in the US but we’re also seeing in Canada someopenness to this change and it makes sense so we think 2018 will be notablein this regard that we will see quite a few more of these investors coming intothe marketplace our firm literally gets a call almostevery other week from either a private equity firm a family office asking howthey can get exposure to auto retail ok so now that we’ve talked about thesesellers why they’re coming to market their vantage point on the industrylet’s turn to the buyers most of whom see a real opportunity in today’s on aretail market to score and score big like Canadian hockey this is a surpriseto some people because I just went through all the reasons that the sellersare coming to market they’re concerned about the risks so why our buyers soexcited and willing to pay some of these asking prices that the sellers arerequiring well first and foremost most sellers see an industry that has atremendous amount of consolidation left in it the fact of the matter is NorthAmerican auto retail is the most fragmented retail industry in both theCanada and the United States there is a tremendous amount of consolidationopportunity still available our research shows that 70% of dealerships in Canadaare owned by small groups and single store owners again compare that to anyother retail industry you don’t see that kind of fragmentation buyers see atarget-rich environment to grow and there are benefits to consolidation mostobviously economies of scale you can see here this is the sgna so the operatingexpenses of a dealership comparing the pride the average private dealership tothe public’s there is about a 10 to 12 percentdifference in the SGA a percentage of gross in these two inthese two different categories now that earnings that that savings dropsdirectly to the bottom line and makes a consolidation strategy extremelyeconomic and profitable but it’s not just economies of scale that drivesthese buyers it’s also economies of scope because when you get to a certainsize you have the you have the view of an industry that you can think there isstrategically about where you’re investing your capital how you’re goingto capitalize on the change that’s coming and make it an even more fruitfulstrategy so it’s economies of scale and scope that is driving buyers into ourindustry more buyers into our industry now another interesting fact is thatmake most buyers of dealerships today are less fixated on where we are in thenew vehicle cycle now why would this be because what they love most about autoretail is not your lowest margin part of your business I know that’s shocking tosome people but they are not that excited about the low margin new vehiclesales department rather they love the leaf sexy part of the business they loveused vehicles which have a double the margin by the way I’ve included F&I ifyou’re wondering why these margins are so high so they love the used carbusiness which is growing they love fixed operations which is about fivetimes almost five and a half times higher in gross margin that’s also arecurring revenue business and fixed operations is growing at a nice 5% clipeven with potential plateau here and in the US so this is what is driving buyersto our industry now another reason that we see so many buyers interested in Autoretail is the fact that they can get unbelievable financing from our friendsat RBC they the the financing for buyers right now is pretty darn attractivefinancing as much as 50% of goodwill which used to be unhearda decade ago in Canada financing almost a hundred percent of real estate wellwhen your equity check is smaller hey you’re more willing to pay more andB you’re more excited about doing these investments and and meeting a seller’spricing requirements and it might not be totally illogical what buyers arethinking when they are paying very big multiples because if you look at whereyou can put your capital today we are in a very low yield investment environmentinterest rates as I showed you on the prior slide are very low and so if youhave an operating business that’s kicking off a ton of cash flow or ifyou’re a family office looking to allocate capital and you look at whereyou can invest gosh even taking on risk even buying a corporate high-yield bondyou’re looking at a 6% return compare that to what you can make by investingin auto dealerships our estimate for the for an average ROI for top luxuryfranchises as high as thirteen point six percent for a top non luxury importfranchise you’re looking at nineteen point two percent and for a domesticfranchise 22 percent you know Warren Buffett has a great great quote he saysdiversification is for people who don’t know what they’re doingand since car dealers usually do know what they’re doing you can see whythey’re deciding to invest reinvest their capital into the industry it makesa lot of sense on an economic basis okay I’m going to wrap up this presentationwith a little bit of a review of the blue sky multiples now for those of youwho receive our report or if you’d like to receive a report you can feel free togo to our website and enter in your information it comes out quarterly andwe do publish blue sky multiple ranges for each franchise now there is more artthan science that goes into valuing a dealership because at the end of the dayyou need a buyer and seller to agree on price but what we find is the blue skymultiples we publish are generally where we see franchises trading in Canadaagain I think it’s about a one or two turn times higher than what we’vepublished for the US and we are often asked well why do some franchises tradeat higher multiples and some at lower multiples than what you publish and wesee six key factors affecting a blue sky multiple which I should say should beapplied to adjusted pre-tax earnings in the most recent performance not anaverage the last ten years five years three years but how the business iscurrently performing the first is earnings growth expectations and this issimply to say that if you have a store that is maybe making one percent net tosales and it should be making three percent net to sales a buyer may bewilling to pay a nine multiple because on a pro-forma basis they paid a threemultiple and that’s a pretty darn attractive investment I should note thatas the deals get larger as some of the top a hundred groups that our firm isrepresented this turnaround concept becomes less viable in other words abuyer is not looking to buy a billion dollar group and turn it around so itthis is very much true with a single point or a few points less true as thedeals get bigger customer relations is the next one now this is interestingbecause we used to go to market with deals and the buyer would literallynever ask us what the CSI or SSI of the dealership was and I always thought itwas a little odd that it never even came up but now with the consumer now ratingthe dealer dealer rater Yelp there is an increasing impression from buyers thatgosh that’s a hard thing to change if that rating is low especially as thee-commerce world that we live in becomes more of our daily reality that’s gonnabe harder for me to change so this is a new indicator and something we’re seeingmore and more of and we think it’ll be a bigger deal in the future the next isbuyer demand and this is just economics 101 also if you’re in a high demandmarket like Toronto where there are a lot of buyers looking for stores herethat’s gonna drive up your multiple if you’re in a rural market where therearen’t many buyers that’s gonna drive down your multiple the next is realestate unfortunately we’re the state has a big factor in in bluesky if you need to do a new facility I’m sorry but the buyer is not excited aboutinheriting that project they want to buy your store and sell cars and so they aregoing to discount your blue sky if they are if you if you pass on that projecton to them the next is market vehicle preferencethis is simply to say that a truck dealership in a truck market usuallytrades for a higher multiple than a truck dealership in a non truck marketor likewise a luxury franchise in a top luxury market like Vancouver is gonnatrade at a much higher multiple than a luxury franchise in a market where therearen’t that many luxury buyers and finally market representation if amarket is over dealers that’s going to have a negative effect on the multipleif a market is under dealer the opposite happens and in the u. s. we have moresingle point markets than you do and single point markets often do have veryhigh multiples because there’s no like brand competition so the margins aremuch higher for those stores so taking all of these factors into account that’show we see the multiples getting adjusted when we are doing transactionsin closing Wayne Gretzky one of Canada’s most famous hockey players said abouthockey I skate to where the puck is going not where it has been this is suchan appropriate quote for auto retail today smart sellers are looking to thefuture to determine if today is the right time for their family to exitwhile astute buyers are studying changes expected in the market to determinewhere the best place for them to invest their capital in both cases it’s allabout the future rather than what’s going on in the present so I encourageus all to keep an eye on where our industry’s puck is headed because thatis where the fortunes will be made thank youThank You Erin yeah Canucks are Kings Lakers Lakers areRaptors we’re using hashtag and Canada Congress on Twitter good news bad newsthe room is tight that’s the good news the bad news is it’s hard to get in andaround for Libya to get these so if you want to ask questions hashtag a inCanada Congress she’s gonna write them out we’ll bring them up theold-fashioned way but let’s let’s get to a first questionthat I have you said that the there’s a tremendous amount of consolidation leftin the North American market but in the Canadian market do you see thataccelerating in the next over the next 12 to 18 months and what will drive alot of I do think you’re gonna start seeing accelerate I think that even inthat slide that I showed even the top 80 dealership groups many of those folksare also considering a sale so we see that it’s not just the ones and twos butin fact in some regards when you have a group of ten stores and you are andoften these are families that own these very large businesses and you’re lookingat your secession plan and you’re saying wow this business is worth a hundred andmillion dollars do I do I just roll the dice and hope the next generation cantake it on or is that even a viable option and if it’s worth that kind ofmoney today you know I should exit because the other factor to consider isfor a long time in auto retail there were the deep enough pockets or buyersto do those kind of transactions if you will it’s not always that you can dothese what I liked in some regards call Hail Mary transactions right whereyou’re you’re selling though you bought you built your business onesie twosieand and that you know over the years we’ve accumulated dealerships and thenyou sell the whole thing in one big deal it takes a lot it takes a market that’samenable a financial market an auto retail market you need you needa lot of stars line to get those kind of deals done and done well so manyretailers who I talked to in Canada and in the u. s. particularly themulti-generational dealers are really worried about mobility autonomyelectrification and their future what’s your advice to them when you considerthe impending model albeit it could be 10 to 20 years out versus the currentmodel and their current valuations well at the risk of sounding like a broker Ireally do think that we are at a very high level of value and we we just don’tknow if it’ll it’ll sustain in the next economic cycle in other words valuationstoday are incredible levels and we are in for an economic cycle at some pointand so valuations will decline during that cycle and the question is on ournext wave up whenever that may be will we surpass today’s values or willthere be enough clarity about potential changes to the model that that thevalues are then affected and we don’t come back to these level of multiplesI’m yeah of course no one knows the answer to that so I think if a family isconsidering the future strategically and they think they’re gonna we often getcalls and you know have guys tell us or gals you know I’m gonna sell in the nextfive years well if you’re gonna silver the next five years I think today may beyour day because I don’t know why you would wait five years you may you mightnot be getting the value you want if you wait on the flip side these businessesdo is demonstrated by that return on investment slide make a tremendousamount of money so masae that’s okay I’m gonna make a lot of money and and maybemy terminal value me my exit number is lower but in the meantime I’ve made aton of money over the next 10 15 20 years and that’s that’s good so it’sit’s it’s a hard decision I think you very much have to look at yoursuccession plan to decide if that’s viable to make the right decision andparticularly in light of the fact that the industry could completely transformI guess is yeah and and I think they that some dealers are saying Ifeel right passing this you know I inherited my business from my father ormother and and I it wasn’t that different and I got to have fun and growit and go to na da and do all these fun things and I’m not sure I mean I’mpassing down the same kind of business and I don’t know if that’s the the rightthing for my family to do because it takes a certain a special person tomanage through the kind of change that at some point will be coming to ourindustry question from the audience was why has the Canadian market been slow tomove to a public ownership model as opposed to the US I think the primaryreason is that you don’t you don’t have the franchise you don’t have thefranchise lobbying system that the US has that has really allowed dealers tomake sure they they sort of get what they want and and negotiate more heavilywith the OEMs it seems the OEMs in Canada just have more control over overthe system and so they have said for one reason or another we don’t want Publixseveral of the OEMs have said that and so that’s kept that’s resulted in fewerpublic retailers in Canada on the equity side what are you hearing what theequity players in the Canadian market and we saw many large interestingplayers move into the market that go back three four years ago at nad a withmr. Soros and the activity that was going on there do you see that happeninghere anytime soon I do I did building knows yes no I do think you’regoing to see that here in in Canada as well I think that the calls that we getare from investors who are not necessarily only us focus they’rethey’re looking for investment opportunities in auto retail and I thinkthat I think the OEMs here may again have a little bit more of a say they maynot be quite as ready as the US ones or have have already started to accept itbut I am aware of transactions getting done here in Canada with private capitalas an investor private equity coming in so look forthat for an 18 mm-hmm okay before we started I was talking to our friend fromWinnipeg mr. Shipman and he just bought a store in CavalierNorth Dakota so he’s now on both sides of the border finds it incrediblyfascinating Cavalier by the way his population about 1500 right Steve1500 there we go you said there’s going to be more of that more cross-bordertransaction activity what’s going to feel that what is driving a lot of thatactivity well as I mentioned I think that to some degree the pricing in inthe u. s. looks pretty attractive relative to the pricing here ondealerships so even with the currency the US currency having risen relative tothe Canadian dollar there’s still there’s still an opportunity to investat a lower multiple in the US I think that’s part of what’s driving it I alsohave US buyers that are reaching out to us and saying we’re interested inexpanding to Canada so I think it’s it’s for the US buyers I think it’s a wideopen market they haven’t been up here most haven’t been up here and the dollaris so strong so there’s the opposite side of the equation that’s a prettyattractive 79 cents today yeah exactly so so you know I think that I think thatwhat’s driving it is for the US buyers it’s an open terrain and for theCanadian buyers the values are just lower so it’s an attractive investmentopportunity so us buyers are we talking about public companies in the US largeUS buyers how large earn very large there we goexcellent Erin thanks so much for coming I really appreciate it

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