Inside The Chrysler Dealer Arbitrations

The Chrysler dealer arbitrations have been completed. Out of 108 arbitration hearings Chrysler maintains they won 76 of the decisions to 32 in their favor of terminated dealers. 32 out of the 789 franchises initially rejected have now received a “Letter of Intent,” which still makes th dealer subject to the nefarious whims of Chrysler when it comes to re-establishing their business. Word has it that Chrysler has employed unscrupulous tactics with their jilted dealers, leading to their overwhelming won/loss ratio.
On the heels of the final Chrysler arbitration numbers comes the Special Investigator General Troubled Asset Relief Program (SIGTARP) report. This is the government’s own audit of the use of TARP funds to bailout Chrysler and GM. The report castigates the Auto Task Force, led by Ron Bloom, Steve Rattner, and Steve Girsky for forcing the terminations. It seems the Task Force wanted to impose the “Toyota Throughput Model” ON GM and Chrysler. The OEMs might not have had any choice in cutting down their franchise count. After all Rick Wagoner was fired for not submitting an aggressive enough restructuring plan after taking TARP money from the Bush administration in December 2008. There isn’t enough space to analyze SIGTARP here. Others have already done so and the document speaks for itself. There is no doubt it would have been quite helpful to dealers locked in arbitration with their OEMs, had it been available at the time.
How Chrysler, in particular, went about their termination process is telling. Chrysler aggressively pursued arbitration, probably at the behest of CEO Sergio Marchionne, who thinks the dealers work for him. GM, on the other hand, wasn’t as aggressive as new CEO Ed Whitacre quickly figured out who his customers are and worked to restore many dealers quickly.
We talked to Carl Woodward, CPA of Woodward and Associates, Inc. Mr. Woodward has 38 years experience specializing in auto business accounting serving hundreds of auto dealers. He also has actual dealer experience as a partner/owner. Mr. Woodard participated in about twenty dealer arbitration cases on behalf of dealers. We have also spoken with dealers, some who won and some who lost their Chrysler arbitration hearings. A common theme arose from these conversations. Many of the Chrysler terminations made no sense at all. They were made based on incorrect data, incorrect interpretation of data, and quite possibly out of retribution toward dealers who had stood up for themselves in the past.
Chrysler typically fought against motions to transcribe arbitration proceedings. It seems they routinely took advantage of the lack of auto business and financial experience of some of the arbitration judges. Chrysler must not have wanted a record to be available when they took different sides of an issue depending on who the arbitration judge happened to be. For example, Chrysler might take a position that LIFO counts as working capital if that argument works in their favor, supporting a dealer they retained over one who was terminated. In another situation they might argue that LIFO reserve does NOT count as working capital if that argument supported the termination of a dealer. If the arbitration judge didn’t know the difference, and the dealer wasn’t knowledgeable and well prepared, this worked out in favor of Chrysler. As a practical matter, LIFO reserve DOES count as working capital. Chrysler must not have wanted a record to be available. Why have to deal with precedent if it is inconvenient?
In at least one instance, Chrysler retained a dealer with negative working capital over one with many times Chrysler’s own guide formula. Chrysler got caught on it when the dealer was well prepared with a knowledgeable attorney and CPA experienced in these matters.
In my own case, I have been in and around the auto business for 40 years. Until recently I have NEVER heard from any manufacturer any assertion that fewer dealers sell more vehicles. A spot check of Chrysler’s Alpha – Genesis project revealed interesting results. The project involves consolidating all of the Chrysler – Jeep - Dodge – Dodge Truck franchises under one roof. Imagine a market that has a 3 dealerships, one for Chrysler, Dodge/Dodge Truck, and Jeep. Now you put them all in one location. Yes, it’s probably good for the dealer who ends up with the 4 franchises under one roof, unless he/she had to boost overhead substantially to accomplish it. But I have yet to find an instance where overall Chrysler market share increases under this circumstance. My research is admittedly anecdotal. But others I have spoken to, including Carl Woodward and various dealers, are telling me the same thing. Even a couple of “factory people” have made the same observation without agreeing to attribution. When challenged in arbitration hearings to prove that Alpha – Genesis has been proven to achieve the stronger market penetration Chrysler says it desperately needs, they have, to my knowledge, not been able to provide any data to support their assertion. Might their entire premise to terminate dealers be based on a false premise?
Tammy Darvish, co-leader of the Committee to Restore Dealer Rights and vice president of Darcars Automotive Group in Silver Spring, MD weighed in: "It is curious that there is no accountability for the gross error in judgment on behalf of the Auto Task Force in addition to those that we believe committed perjury in Federal Bankruptcy court and in Congressional Hearings. Raising your right hand and swearing to tell the truth, the whole truth and then doing everything else but is unconscionable."
There is no doubt that it has been better for the economy to have a relatively orderly restructuring of GM and Chrysler instead of a disorderly liquidation. But the motives and tactics of Chrysler, in particular, are repugnant at best.
Addenda: We bloggers on Marketplace July 19, 2010

Rattner's "Tell All"

I have been trying to resolve a mystery for months. When it was announced that General Motors and Chrysler were terminating dealers as a part of restructuring through bankruptcy, I smelled a rat. So did many who have been around the auto business for a while. Historically it has been a practice of auto manufacturers to add sales points as a method of driving volume and market share. Were we expected to think they no longer cherish these objectives? In a complete turnaround from their histories, they asserted that closing dealerships saved money for the manufacturer. The mystery? Whose idea was it? Who imposed it? I have speculated that it was forced on GM and Chrysler by the government’s Automotive Task Force in its zeal to impose a “Toyota Throughput” model. Both the manufacturers and the Auto Task Force blame the other for the dealer terminations.

Part of the answer came at the recent Auto Finance Summit held in Las Vegas at Red Rock Hotel and Casino. One of the high points was an address to attendees by Rick Wade, a member of the Automotive Task Force. During his address, he never specifically mentioned the decision to cut dealers, but his tone indicated that he thought everyone figured that dealer terminations were necessary to make GM and Chrysler viable. He came across as an enthusiastic, bright, and well-intentioned person who was placed in a position, with the other members of the Task Force, where important decisions had to be made quickly. He was quite pleased, as am I, that GM and Chrysler have been, at least temporarily, “saved.” Before being called to serve, Wade was certainly an auto industry outsider, for better or for worse.

But the real bombshell has been Steve Rattner’s recent article in Fortune magazine, where he reveals all sorts of interesting inside information. Rattner is the now-resigned head of the Automotive Task Force during the Chrysler and GM bankruptcies, the real “car czar.” Some of the information he reveals probably should have stayed “inside” for a while out of common courtesy and discretion. In particular, he shares his personal views on GM management, and Rick Wagoner in particular, in a particularly caustic manner. He reveals the content of private conversations. In his tell-all piece he also acknowledges the challenge of dealing with the N.Y. attorney general’s investigation of his former firm, Quadrangle, while simultaneously heading up the “Team Auto,” as they called themselves. He freely admits that he and his fellow task force members knew little of the auto business.

It is true Team Auto had no real precedent to rely on and faced a critical time schedule. It made me wonder why he was selected to the post in the first place. He must not be expecting to be considered for any important positions in the future as it is unlikely that anyone would speak candidly to him knowing his penchant for being less than discreet.

The Bush administration had “bridged” GM and Chrysler over to the Obama administration with an injection of $17.4 billion in TARP funds in late December 2008. The decision to use a Section 363 bankruptcy strategy to accomplish a quick “cleansing” of liabilities through Chapter 11 has at least temporarily saved the two companies and hundreds of thousands of jobs. For this, I commend Rattner and Team Auto. If things go as planned, GM will IPO in the next couple years and buy out the government’s stock holdings. Chrysler’s situation is much more fragile and depends on Fiat more than anyone should be comfortable with. But GM and Chrysler were saved at a time when their liquidation could have touched off a catastrophic chain of events in the auto industry and the overall economy.

So what about my mystery? Who made the decision to terminate dealers? I’m not talking about shutting down Pontiac and Saturn or selling Saab and Hummer. A business case can be made to support these decisions. I’m talking about decimating the Cadillac dealer network and terminating thousands of viable GM franchises across the country. I’m talking about terminating 789 Chrysler, Dodge, and Jeep franchises.

There was a recent article in Automotive News on Jim Press, Chrysler’s now discredited and terminated co-president, which itemizes many apparent contradictions in Press’ career. I distinctly recall Press and GM CEO Fritz Henderson during the Senate committee hearings itemizing the “savings” they would realize by terminating dealers. I didn’t hear anything that smacked of the truth. It is now disclosed that Press had his own private reservations about terminating dealers. Mark LaNeve, the recently deposed head of GM sales, has stated publicly that he is worried about GM’s lack of dealer coverage and its negative impact on sales and market penetration. He expressed concern about GM making orphans of 900,000 GM owners. Then there is the quote from Joe Eberhardt, Chrysler Group’s past senior vice president for sales and marketing: “When a company loses a dealer, its overhead costs stay the same and — at least in the short term — it loses a few hundred car sales. There's no immediate payback." Carl Woodward, a longtime CPA serving auto dealers, also disputes any claims of net savings to auto manufacturers by terminating dealers. In his 6,000-word article for Fortune, Rattner took no credit for the dealer terminations. I wonder why.

published in Auto Finance News