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Research: Industrials
Marshall Motor Holdings (MMH) has announced a significant further strategic expansion through the acquisition of privately owned Motorline Holdings for a cash consideration of £64.5m. Adding another top 20 UK dealership group with 48 franchises strengthens brand and geographic coverage and adds approaching £700m of revenues, further increasing MMH’s top tier credentials. The deal should be EPS enhancing and value creating in FY22 despite the current market challenges, underlining why the current FY22e P/E rating appears undemanding. With a resumption of growth in normalised markets anticipated in FY23, MMH retains a strong financial position even after the deal to continue investing for growth.
Written by
Marshall Motor Holdings |
Large-scale strategic expansion |
Acquisition of |
Automotive retail |
15 October 2021 |
Share price performance
Business description
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Marshall Motor Holdings is a research client of Edison Investment Research Limited |
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Marshall Motor Holdings (MMH) has announced a significant further strategic expansion through the acquisition of privately owned Motorline Holdings for a cash consideration of £64.5m. Adding another top 20 UK dealership group with 48 franchises strengthens brand and geographic coverage and adds approaching £700m of revenues, further increasing MMH’s top tier credentials. The deal should be EPS enhancing and value creating in FY22 despite the current market challenges, underlining why the current FY22e P/E rating appears undemanding. With a resumption of growth in normalised markets anticipated in FY23, MMH retains a strong financial position even after the deal to continue investing for growth.
Year end |
Revenue (£m) |
PBT* |
EPS* |
DPS |
P/E |
Yield |
12/19 |
2,276 |
22.1 |
22.9 |
2.85 |
10.9 |
1.1 |
12/20 |
2,154 |
20.9 |
21.1 |
0.00 |
11.8 |
0.0 |
12/21e |
2,482 |
50.2 |
50.4 |
13.30 |
5.0 |
5.3 |
12/22e |
2,942 |
25.0 |
25.1 |
8.55 |
10.0 |
3.4 |
Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments.
Motorline meets strategic growth criteria
Motorline represents the second largest acquisition made by MMH after the 2015 acquisition of Ridgway. The additional scale is substantial, increasing franchise locations by 41% to 164 (from 116) and strengthening geographic coverage in the south and east of England, while infilling coverage in South Wales and the West Midlands. It also strengthens MMH’s existing retail partner positions with several car manufacturers, adding strong brand entry positions for Toyota/Lexus and Hyundai. The deal is fully supported by all of the relevant new and existing manufacturers. Importantly, with a gross cash outlay of just £44.5m as Motorline brings gross cash of £20m (Motorline has £10m of gross debt), MMH expects to end FY22 with adjusted net cash. That is after buying a franchise’s freehold property for £2.9m alongside the deal, but before options to acquire two more sites for £24.9m within the next 18 months, which MMH is keen to exercise, possibly by the year end.
Optimising returns should add growth through FY25
The company is to spend £10m on integrating the Motorline operations over two years. While this is not expected to lead to any material portfolio changes, it is expected to involve the adoption of MMH’s processes and technologies to optimise returns. We expect this to add around £6m to PBT by FY25, further enhancing organic growth. MMH should thus be well positioned to continue to invest in infill acquisitions and enabling technology as the UK vehicle market continues to transition to electric vehicles over the next decade
Valuation: Deal highlights undemanding rating
We already felt the FY22e P/E rating of looked undemanding and as EPS are enhanced by 9%, the case is strengthened further. Multiple expansion seems likely before a normalised market resumes, which we expect in FY23. The dividend yield also looks very supportive as it returns to progressive growth in line with EPS.
Acquisition of Motorline Holdings
MMH has announced that it is to acquire the family-owned dealership group, Motorline Holdings, for a cash consideration of £64.5m. The transaction is in line with the longstanding strategy of adding scale, expanding the geographic footprint and enhancing growth by making value-accretive acquisitions while maintaining sound financial discipline. Increased scale facilitates investment in new technology, increases customer choices, augments purchasing power and improves operational efficiency while spreading costs. The used car proposition is also enhanced by scale, as well as by an extended geographic footprint, increasing availability and choice of stock. We believe the larger dealership groups should be well positioned to participate as the UK vehicle market transitions to electric vehicles over the next decade.
The deal is being funded from MMH’s existing cash resources and should be earnings enhancing and value creating in FY22. Even after completion, MMH should retain adjusted net cash balances, leaving it well positioned to consider additional infill acquisitions should they arise. Motorline adds around £10m to adjusted net cash balances (£20m gross cash less £10m of gross debt), so the adjusted net cash outflow on completion should be £54.5m. However, the gross cash outflow of just £44.5m on completion maintains a strong liquidity position, which should leave the RCF undrawn.
The company is also buying the freehold property of the ŠKODA franchise being acquired in Canterbury for £2.9m. In addition, MMH has been granted options to acquire the freeholds of the Tunbridge Wells Audi dealership for £12.1m and the new Bristol Toyota/Lexus dealership for £12.8m, exercisable within in six months and 18 months following completion respectively. The landlord is GGT Estates (GGTE), a property company controlled by the selling family, and MMH appears keen to exercise the options sooner rather than later. In addition to the noted transactions, the leaseholds on 14 other properties owned by GGTE have been renegotiated on an arm’s length basis prior to completion.
The company will spend £10m on integration costs spread over FY22 and FY23 to assist increasing returns of the acquired business towards those of the existing group by 2025. The improvements should be assisted by applying the investments in technology and process systems that are enhancing the performance of the group, both in terms of its omnichannel offering and financial control.
There will also be a one-off acquisition cost of c £1.3m and stamp duty payable of c £1.0m.
Motorline strengthens brand coverage
With 1,500 employees, Motorline Holdings operates 48 franchises covering 10 brands across eight counties in the south of England, South Wales and the West Midlands. Five of these are additional brands to the MMH portfolio, while the others strengthen existing partnerships with car manufacturers. Motorline also adds four trade parts specialists (TPS) centres and five used car centres.
Following the deal, the enlarged group will operate covering 37 counties across England and Wales representing 27 brands (including BMW Motorrad) at 164 locations with a total of 10 TPS, seven used car centres, six body shops and one pre-delivery inspection (PDI) site (Exhibit 1).
The deal has the full support of all the relevant manufacturers. The key brand partnership elements of the deal are:
■
scaled entry into the Toyota and Lexus brands with 19 franchises in key territories, making MMH the second largest representative;
■
scaled entry into Hyundai with seven franchises as the joint second largest retail partner for the brand in the UK;
■
adds three Audi, four Volkswagen and three ŠKODA franchises, as well as four TPS operations, further augmenting MMH’s position as the Volkswagen Group’s largest retail partner in the UK;
■
adds seven Nissan franchises, becoming its fourth largest retailer with 10 dealerships in total; and
■
increases Peugeot franchises to seven, adding three new locations and making it the French manufacturer’s second largest retail partner.
Exhibit 1: MMH and Motorline combined site locations by franchise
MMH |
Motorline |
Total |
|
Audi |
9 |
3 |
12 |
BMW* |
4 |
4 |
|
Ford |
2 |
2 |
|
Honda |
7 |
7 |
|
Hyundai |
0 |
7 |
7 |
Jaguar |
7 |
7 |
|
Kia |
2 |
2 |
|
Land Rover |
9 |
9 |
|
Lexus |
0 |
5 |
5 |
Maserati |
0 |
1 |
1 |
Mercedes Benz |
9 |
9 |
|
Mini |
4 |
4 |
|
Nissan |
3 |
7 |
10 |
Peugeot |
3 |
4 |
7 |
SEAT |
4 |
4 |
|
Skoda |
12 |
3 |
15 |
Smart |
2 |
2 |
|
Toyota |
13 |
13 |
|
Vauxhall |
2 |
2 |
|
VW |
15 |
4 |
19 |
Volvo |
9 |
9 |
|
Total cars |
103 |
47 |
150 |
Ford Commercial |
2 |
2 |
|
LEVC |
1 |
1 |
|
Mercedes Benz Commercial |
4 |
4 |
|
Toyota Commercial |
1 |
1 |
|
Volkswagen Commercial |
6 |
6 |
|
Total CV |
13 |
1 |
14 |
Total dealerships |
116 |
48 |
164 |
Trade parts specialists (TPS) |
6 |
4 |
10 |
Used car centres |
2 |
5 |
7 |
Body shops |
6 |
6 |
|
Pre-delivery inspection (PDI) centre |
1 |
1 |
|
Other standalone operations |
15 |
9 |
24 |
Total sites |
131 |
57 |
188 |
Source: Company reports. Note: *Includes BMW Motorrad brand (motorcycles).
Management does not anticipate any material changes arising from the deal to its portfolio, but over time will continue to optimise its total franchise portfolio to enhance returns.
Motorline had revenues in FY20 of £695.2m (FY19: £717.8m) and generated EBITDA of £10.8m including one-off property and other profits of £4.0m. Excluding the one-offs, adjusted PBT was £2.1m. We expect Motorline to add around £150m in its initial consolidation period in FY21 and almost £700m in FY22. Margins should return to more normal levels from current exceptional levels as the strong pricing environment for both new and used vehicles should moderate when the supply constraints of vehicles progressively ease.
Exhibit 2 shows the impact of the acquisition on our existing estimates, enhancing EPS by 9% in FY22, the first full year of consolidation. As Motorline is exposed to the same UK market supply and demand dynamics as MMH, we expect overall volume trends and trading performance to be similar.
Management indicates expected revenues in excess of £3bn for the combined group, although our FY22 revenue estimate is slightly below that level, reflecting the uncertainty caused by the supply side issues that may persist into next year. As a result, we expect FY22 performance to decline from an anticipated exceptional FY21 result. More normalised markets should facilitate a resumption of profitable growth in FY23, enhanced by improving returns from Motorline.
Exhibit 2: MMH estimates revisions
Year to December (£m) |
2021e |
2022e |
||||
|
Prior |
New |
% change |
Prior |
New |
% change |
New Car |
1,008.3 |
1,074.0 |
6.5% |
978.1 |
1,291.1 |
32.0% |
Used Car |
1,107.1 |
1,171.3 |
5.8% |
1,045.6 |
1,350.0 |
29.1% |
Aftersales |
267.1 |
283.1 |
6.0% |
269.7 |
346.9 |
28.6% |
Intra group |
(45.9) |
(45.9) |
0.0% |
(46.5) |
(46.5) |
0.0% |
Group revenues |
2,336.5 |
2,482.4 |
6.2% |
2,246.9 |
2,941.5 |
30.9% |
EBITDA |
80.2 |
82.3 |
2.6% |
52.2 |
63.0 |
20.7% |
Underlying EBIT |
59.7 |
61.1 |
2.3% |
32.4 |
40.0 |
23.4% |
Underlying PBT |
50.1 |
50.2 |
0.1% |
22.8 |
25.0 |
9.4% |
EPS – underlying continuing (p) |
50.4 |
50.4 |
0.1% |
22.9 |
25.1 |
9.4% |
DPS (p) |
13.3 |
13.3 |
0.0% |
8.6 |
8.6 |
0.0% |
Adjusted net debt/(cash) |
(44.6) |
(10.0) |
-77.7% |
(33.3) |
(15.6) |
-53.0% |
Source: Edison Investment Research estimates
Exhibit 3: Financial summary
£m |
2018 |
2019 |
2020 |
2021e |
2022e |
||
Year end 31 December |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
||
PROFIT & LOSS |
|||||||
Revenue |
|
|
2,186.9 |
2,276.1 |
2,154.4 |
2,482.4 |
2,941.5 |
Cost of Sales |
(1,933.6) |
(2,015.3) |
(1,916.2) |
(2,182.6) |
(2,615.0) |
||
Gross Profit |
253.2 |
260.8 |
238.2 |
299.8 |
326.5 |
||
EBITDA |
|
|
52.3 |
52.0 |
53.4 |
82.3 |
63.0 |
Operating Profit (before amort. and except). |
|
|
34.3 |
32.0 |
31.1 |
61.1 |
40.0 |
Intangible Amortisation |
(0.3) |
(0.4) |
(0.2) |
(0.2) |
(0.3) |
||
Exceptionals |
(6.7) |
(2.4) |
(0.6) |
1.0 |
(5.0) |
||
Other |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
Operating Profit |
27.3 |
29.2 |
30.3 |
61.9 |
34.7 |
||
Net Interest |
(9.6) |
(9.9) |
(10.2) |
(10.9) |
(15.1) |
||
Profit Before Tax (norm) |
|
|
24.7 |
22.1 |
20.9 |
50.2 |
25.0 |
Profit Before Tax (FRS 3) |
|
|
17.7 |
19.2 |
20.1 |
51.0 |
19.7 |
Tax |
(4.7) |
(4.1) |
(6.4) |
(11.0) |
(4.3) |
||
Profit After Tax (norm) |
20.5 |
17.9 |
16.5 |
39.4 |
19.6 |
||
Profit After Tax (FRS 3) |
13.1 |
15.2 |
13.7 |
40.0 |
15.4 |
||
Average Number of Shares Outstanding (m) |
77.7 |
78.2 |
78.2 |
78.2 |
78.2 |
||
EPS - normalised (p) |
|
|
26.3 |
22.9 |
21.1 |
50.4 |
25.1 |
EPS - normalised and fully diluted (p) |
|
|
25.5 |
22.6 |
20.6 |
49.5 |
24.6 |
EPS - (IFRS) (p) |
|
|
16.8 |
19.4 |
17.5 |
51.1 |
19.7 |
Dividend per share (p) |
8.54 |
2.85 |
0.00 |
13.30 |
8.55 |
||
Gross Margin (%) |
11.6 |
11.5 |
11.1 |
12.1 |
11.1 |
||
EBITDA Margin (%) |
2.4 |
2.3 |
2.5 |
3.3 |
2.1 |
||
Operating Margin (before GW and except.) (%) |
1.6 |
1.4 |
1.4 |
2.5 |
1.4 |
||
BALANCE SHEET |
|||||||
Fixed Assets |
|
|
262.9 |
390.2 |
378.2 |
498.3 |
501.4 |
Intangible Assets |
112.2 |
119.3 |
119.5 |
163.6 |
163.7 |
||
Tangible Assets |
150.7 |
162.9 |
159.8 |
215.4 |
218.3 |
||
Right of use asset |
108.0 |
98.8 |
119.3 |
119.3 |
|||
Investments |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
Current Assets |
|
|
466.3 |
560.5 |
464.8 |
645.8 |
667.7 |
Stocks |
384.0 |
470.7 |
362.9 |
487.9 |
500.1 |
||
Debtors |
71.9 |
79.2 |
59.6 |
109.4 |
117.7 |
||
Cash |
1.2 |
0.1 |
33.8 |
38.8 |
38.8 |
||
Other |
9.2 |
10.6 |
8.5 |
9.6 |
11.1 |
||
Current Liabilities |
|
|
(502.2) |
(608.4) |
(494.1) |
(691.0) |
(712.7) |
Creditors |
(501.5) |
(582.8) |
(493.4) |
(691.0) |
(712.7) |
||
Short term borrowings |
(0.6) |
(25.6) |
(0.6) |
0.0 |
0.0 |
||
Long Term Liabilities |
|
|
(30.8) |
(139.9) |
(133.0) |
(178.5) |
(172.8) |
Long term borrowings |
(5.7) |
(5.0) |
(4.4) |
(28.9) |
(23.2) |
||
Lease Liabilities |
0.0 |
(108.1) |
(99.3) |
(119.7) |
(119.7) |
||
Other long-term liabilities |
(25.2) |
(26.8) |
(29.3) |
(29.9) |
(29.9) |
||
Net Assets |
|
|
196.3 |
202.3 |
215.9 |
274.7 |
283.6 |
CASH FLOW |
|||||||
Operating Cash Flow |
|
|
39.2 |
43.6 |
87.5 |
95.2 |
43.4 |
Net Interest |
(2.1) |
(1.0) |
(1.0) |
(1.7) |
(1.7) |
||
Tax |
(4.7) |
(4.1) |
(6.4) |
(11.0) |
(4.3) |
||
Capex |
(23.4) |
(19.5) |
(11.7) |
(20.7) |
(17.1) |
||
Acquisitions/disposals |
1.6 |
(27.4) |
(0.6) |
(74.7) |
0.0 |
||
Financing |
(1.0) |
(0.9) |
0.0 |
0.0 |
0.0 |
||
Dividends |
(5.0) |
(7.2) |
0.0 |
(6.9) |
(5.7) |
||
Other |
(7.6) |
(9.0) |
(8.4) |
1.0 |
(9.0) |
||
Net Cash Flow |
(2.9) |
(25.4) |
59.4 |
(18.9) |
5.7 |
||
Opening adjusted net debt/(cash) |
|
|
2.2 |
5.1 |
30.6 |
(28.8) |
(10.0) |
HP finance leases initiated |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
Other |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
Closing adjusted net debt/(cash) |
|
|
5.1 |
30.6 |
(28.8) |
(10.0) |
(15.6) |
Net financial liabilities (including lease liabilities) |
138.6 |
70.5 |
109.7 |
104.1 |
Source: Company reports, Edison Investment Research estimates
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