INTRODUCTION
When it comes to appraising automotive dealerships, there are several unique nuances that come into play. Many industry-specific factors and conditions are to be considered, which all contribute to the value of the dealership’s Goodwill. Also commonly referred to as; “Blue Sky”, the Goodwill valuation of a business, is used to establish the value of the intangible assets associated with the business. Intangibles may include items such as; trades names, franchises & brands, customer relationships, etc. On the other hand, we have tangible assets, such as, equipment, vehicle inventories, parts inventories – assets in which industry standards can be used to establish their value. Tangible assets provide for measurable value during the course of a valuation engagement, but how do we determine the appropriate Goodwill value?
MULTIPLES
We start with discussing multiples of earnings and their application. While performing a typical business valuation, comparable businesses are commonly used as measurable metrics for determining the value of a subject business. The auto industry is unique in that there is such an abundance of historical transactions, which allow for such comparisons. This has created a heightened awareness of “Multiples of Earnings” valuations within the auto industry, possibly greater than any other industry. On the surface, this ideology may seem as simple as applying a multiple to a normalized representation of the businesses’ earnings to establish a final Goodwill value, but in fact the valuation process is much more complex than that.
A proper valuation of a dealership can not be solely based on the simple application of an earnings multiple or any mathematics formula, but rather on what a qualified buyer is ready to pay for the business, given the operational facts and conditions. Certainly, comparable transactions within the industry, help provide a scale of value during the assessment, which in turn also explains why multiples remain as a foundational tool for practicality. However, it would be quite risky to conclude the analysis by simply applying a multiple of earnings to validate a valuation. In fact, a thorough assessment based on meticulously analyzed operational facts and the conditions of the industry environment, is always required in order to truly provide proper validation of the businesses’ market value. Thus, the true value of any dealership is the highest price a potential buyer would be ready to pay, given the outcome of the in-depth analysis.
BUYERS MOTIVATIONS
As with other investment decisions, typically what potential buyers are looking for is a return on their investment (ROI). The price this buyer is willing to pay is normally determined by their exhaustive analysis of the risk factors and rate of return on their investment. With that said, buyers’ motivations are normally driven by logic, but often times, also driven by emotion. In certain cases, industry buyers may be willing to pay more for a strategic move to attain brand diversification, or emotional reasons, such as a buyer who is looking to acquire a specific brand that is not already part of his portfolio. Any combination of these reasons, will truly be determinant factors in establishing the potential value of a dealership. Moving forward, lets contrast some of the quantitative and qualitative factors involved in determination of a dealerships Goodwill.
QUANTITATIVE ANALYSIS
I had mentioned that typical valuation practices call for applying a multiple to the normalized earnings of the business but what exactly is normalization, and why is it important? Normalization adjustments are made to the earnings of a closely held business in order to provide a representation of a reasonably, well-run public company equivalent. These adjustments allow for an even-level playing field for comparing the earnings of different businesses. This is a crucial step in the process, as the earnings in which a multiple is applied against, can greatly affect the outcome. Although there are many elements and adjustments to take into account, here are a few common areas, requiring normalization:
- Rent
- Owners’ Salaries
- Adjustment of Expenses or Non-Recurring Income
- Inter-company Transactions
- Passive Income (Placements/Rental Income)
QUALITATIVE ANALYSIS
Although multiples are a great quantitative valuation tool for the purpose of transaction comparability, it is crucial that the qualitative factors are assessed as well. Take for instance, a dealership that has been incurring losses, year over year, the application of an earnings multiple to attain a Goodwill value would be impossible. Does this mean the dealership is worth negative goodwill? Absolutely not. In this scenario, the valuation requires an assessment of many qualitative factors, including, but not limited to:
- Localization & Market
- Brand & Demand
- Performance & Potential
- Asset sale or Share sale
- Managers & Employees
- Facility condition
- Dealership reputation
- Real Estate; Lease or Sale
CONCLUSIONS
All in all, determining the Goodwill value of an automotive dealership is not a simple process, and evidently can not be ignored during a merger or acquisition. Given the complexities of this process, we believe it strongly requires a certain level of industry-specific expertise, intuition and a deep understanding of the market conditions to determine the true-to-market value of a dealership. At DSMA, our expertise stems from the fact that we have completed over 190 transactions in which we have acted as the exclusive intermediary. We have also completed over 700 automotive dealership valuations across North America. We never establish a value before thoroughly reviewing all the relevant risks, factors, opportunities, and potential buyer profiles. We dedicate a multidisciplinary team to this process because we believe it is important to have the insight of various industry experts to settle on the most probable amount. In sum, appraising a business is not just a science, it’s an art!
Maxime Theoret, DSMA CFO, [email protected]
