Description

This is a simple enough thesis.  Currently the market is giving a chance to invest in fantastic business that is in a duopoly market where it is vastly underperforming its closest peer due to lack of attention. CDK Global (“CDK”) was spun from ADP in September 2014 (they were a sleepy subsidiary inside of a sleepy company - aka the ugly stepchild of the forgotten family). CDK exhibits classic spin dynamics – under-covered and under-loved.  CDK is significantly under-earning its nearest competitor – Reynolds & Reynolds (“REY”) (REY has an EBITDA margin of 51.7% versus CDK’s EBITDA margin of 21%).  CDK’s business is a tremendously FCF generative business whose true profitability is being masked by spin dynamics coupled with a bloated cost structure.  Now that CDK is spun from ADP it will focus on increasing margins and returning cash flow to shareholders.   CDK’s stock will be driven upwards by three main points: 1) topline growth driven by secular tailwinds from underinvestment / increased shift of spend towards digital marketing, 2) significant margin expansion, and 3) substantial FCF generation that can be used to repurchase stock. 

Based on a 17x forward FCF (~6% FCF yield) multiple on 2018 FYE FCF (note CDK is a June 30th FYE, we are halfway through FYE 2015) plus dividends (2.5 years of dividends assuming no dividend increase) results in a $65 price target or 58% above the current price (representing an IRR of 20%).  Even if topline doesn’t expand and CDK just shows half of REY’s margin improvement it would be trading at 13x earnings – which is wildly low for a business of this caliber.  Additionally – should CDK convert to SaaS it will benefit from improved topline growth, superior economics, and accordingly likely a higher multiple.    

Business Description:

CDK provides information technology and digital marketing/advertising solutions to the automotive retail industry. It is the operating system that runs auto dealerships (pre-sales advertising, sales, financing, parts supply, insurance, and repair and maintenance of vehicles). CDK earns money by selling their software (currently via licenses) to dealerships on a 3-5 year term (with annual pricing escalators), they also sell dealers: equipment (servers, etc.), web services (marketing, web site management, etc.), and volume based products (like financing request or VIN registration).  CDK makes money as long as the dealership is open and also has upside optionality from increasing car sales (this is particularly more meaningful in Europe and Asia where volumes are set to grow).  CDK serves 26,000 retail locations and automotive manufacturers in approximately 100 countries. CDK operates in an oligopoly market with CDK at 40% market share and private competitor REY at 30% market share (the balance being with a handful of smaller competitors). REY was acquired by UCS in 2006 for $2.8B or ~20x EV/trailing EBITDA and 29x EV/trailing FCF.  CDK has three business segments: 1) Automotive Retail Solutions North American, 2) Automotive Retail Solutions International, and 3) Digital Marketing.  

CDK has a remarkably resilient business – during the global economic downturn, CDK’s North America organic revenue declined by 4% between FYE 2009 and FYE 2010, while U.S. car sales volumes declined 21% from CY 2008 to 2009 and 760 dealerships closed (a 3.6% decline nationally).  AutoNation tried to disintermediate REY & CDK in 2008 by partnering with Microsoft; Microsoft spent a few years working on this and finally gave up.  AutoNation is now a CDK customer (Sonic Automotive tried something similar to no avail).  The DMS industry is one of the most resilient industries.  Some of REY products still run on DOS!  I cannot stress enough how sticky the DMS customer base is - this is a cow that can be milked for literally decades upon decades.  Dealers themselves are as close to luddites as we can find in the modern business world:

CDK generates higher FCF than net income due to relatively low capital expenditure requirements (averages around 2% to 3% of sales) versus depreciation and amortization (they are amortizing intangibles associated with past acquisitions and their investment in software upgrades).  Some customers have been with CDK for 20+ years – being with REY or CDK is viewed as a cost of doing business.  After REY’s buyout, REY’s management underinvested in their product and service resulting in CDK taking market share.   

CDK is run by a group of ADP veterans.  The CEO is Steven Anenen (61 years old), who is a 39 year ADP veteran and has served as president of ADP dealer services since 2004.  CDK executives are incentivized against wide range of criteria: 15% weighting towards revenue growth, 20% weighting to operating income growth, 35% division financial performance (which is a mix of net operating income, client retention and sales targets), and 30% strategic objectives (improve market share, focus on rolling out new products, and building a solid leadership pipeline).  In 2014 the CEO made a base salary of $475,004 and a cash bonus of $391,020 with over $1M in stock incentive related grants and options.  Going forward the target mix is 28% of pay is the base salary, 20% in annual incentive payments (a mix of cash and stock), and 52% in long-term incentive compensation.  The executive team had options issued to them with exercise prices ranging from $40.28 up to $79.31 (all above the current price).  The CEO has exercisable options for 57,250 shares (another 45,750 shares that are currently not exercisable) and owns an additional 55,447 shares outright. So all in at current prices – the CEO has $6.3M on the line and each $5 he increases the stock by increases his net worth by ~ $800K.  

Variant View:

At the current price of $40.86 the market is not giving CDK any credit for realistic margin expansion or topline growth.  REY clearly laid out the playbook when they increased margins from 20% to 51.7% shortly after their LBO.  All of my primary diligence led me to believe that CDK will easily be able to increase to a minimum of 30% EBIT margins and more realistically 40%.  CDK is currently vastly overstaffed with older and highly paid employees, additionally CDK was previously not run in a lean and profit motivated fashion.  Merely reducing headcount by 10% can increase CDK’s margins by 5% (assuming lower than market pay).  In Q1’15 alone CDK was able to increase margins 170bps YoY (adjusted for spin expenses), indicating how easy it will be for CDK to increase margins.      

The market is currently only pricing in that CDK will improve margins to the low 20s (this can be achieved with minimal headcount reduction).  If CDK grows at the midrange of management’s guidance and makes minimal EBIT margin improvements (still substantial discounts to REY) that alone justifies and even exceeds the current price.  This also assumes no increase in buybacks and no increase in dividends which based on management commentary is almost guaranteed.  It seems silly that the market is giving no credit to the fact that the company can: grow annually, achieve higher margins (as indicated by actual results and management guidance), and use FCF for any purpose other than sitting idle on the balance sheet. 

CDK will grow from: 1) simple price increases, 2) higher international volumes, 3) continued North American market share wins, and 4) continued increase in digital automotive spend.  On the margin side, management has already stated they can easily achieve 100bps of margin improvement annually.  In speaking with industry contacts it appears obvious that they will be able to greatly exceed this measure (more detail later on). Suffice to say the downside is baked in and you are getting the upside for free.  

Most Compelling Primary Research:

• Former CEO of REY

o   “There is no reason why CDK can’t get to north of 30% EBIT margins.  REY could have easily boosted its EBIT margins: if they would have shut down their generations series (upgrade to software) it would have added 3%-5% the EBIT margin and then their web products which they were giving away for free so it was a total cost center, this would have added another 3% - 5%.  Without trying you could have boosted margins by 10% out of the gate to nearly 30% - and this is before even addressing overstaffing. UCS did all this post buyout and look at the margins now.”

• Industry Expert / Successful Industry Entrepreneur

o   “I tried to buy the business from ADP prior to the spin.  I worked to put together a syndicate and ADP wouldn’t sell since they knew it was undervalued.  So I bought a bunch of the shares in CDK when they started trading.  I think it is so easy for CDK to rapidly increase margins – they will be able to get to 40% with ease.  They will win some folks from REY defectors like they have historically but the industry is so sticky that they are more likely to benefit from scaling revenues and cutting headcount.  I think it’s a no brainer.”

• Auto Dealer

o   “Both REY and CDK are hard to use but CDK is more user friendly.  CDK is way more advanced in their digital offerings then REY is.  I have used CDK for 20+ years and wouldn’t think of switching.  CDK is a great business.  On the DMS side CDK is way overstaffed, I have multiple relationship managers, which is unneeded, these are all $150k/year guys who are all in their late 50s – they are just milking it.  If CDK gets serious about increasing margins they will remove the duplication to just one $50k/year employee to manage the relationship.”

• Former REY Employees Describing REY’s Competitive Disadvantage

o   “Working at REY is pretty much how I envision Azkaban.  REY, in recent years, has put a ton of emphasis on marketing and sales at the expense of product development and support.  In short, they lie to customers to sell a product that does not function as advertised while not providing the technical support team with enough manpower or documentation to adequately assist the customer.”

o   “The owner and president are so out of touch with what the market is doing and they cannot understand that their image in the marketplace is horrible and preventing business increases for the company.”

• Former CDK Employee

o   “CDK will be able to easily cut costs.  There is a huge portion of the salesforce that is around 55+ years old, makes a hefty six figure salary, and is reasonably superfluous.  Management will start cutting the fat as they work to substantially reduce the employee base – the head of Cobalt retired post spin solely for this reason.  The mentality at CDK has changed since being public and folks now actually care about returns and financial metrics – pre-spin it was la-la land where no one really was incented to achieve high returns since it was hidden in ADP.”

CDK Will Experience Solid Topline Growth

·         The recession resulted in underinvestment in dealer information services systems.  North American new vehicle sales in 2014 are expected to return to pre-recessionary volumes (after declining to a low of 11.9 million in 2009), according to IHS. The global economic downturn created a healthier, right-sized retail structure that benefits both automotive retailers and OEMs. Increased dealer profitability enables them to invest in their businesses – this is badly needed (some systems are still DOS based) and the industry transitions from analog to digital it will result in a dramatic uptick for companies like CDK.

·         Continued consolidation in the North American dealer segment will result in more dealers switching over to enterprise grade solutions like CDK (CDK will win versus REY in a bake off due to positive industry sentiment and a willingness to invest in improving the technology) and CDK has 7 of the 10 largest dealers in the U.S.

·         Emerging market countries will continue to grow; new vehicle sales in China in 2014 are expected to be 8.9% higher than in 2013, according to IHS. New vehicle sales volume in China has eclipsed that of the United States and Japan combined, with 21.4 million new vehicles sold in China in 2013. New vehicle sales growth in China is anticipated to continue at a 7.1% CAGR to 28.0 million in 2017. OEMs continue to invest in China and OEMs have more control over international dealers.

·         Digital marketing will become increasingly important.  According to a 2013 Google study, 95% of U.S. vehicle buyers now use the internet before purchasing a vehicle. According to a 2013 Polk Automotive Buyer Influence Study, automotive retailers allocated 27% of their advertising spend to digital media while 75% of automotive buyers utilized digital media in their vehicle research. The automotive retail industry’s allocation of advertising spend to digital media continues to lag behind consumer shopping behavior and preferences – this will change over time. By 2017, eMarketer forecasts that U.S. digital automotive advertising spend will reach $9.3 billion, representing a 15.7% CAGR from 2013 spend.

CDK Will Experience Margin Expansion

·         CDK has 2x the employees as REY (2x the sales does not require 2x the employees) – CDK is clearly overstaffed.  REY was taken private in 2006, and at the time had a similar margin structure to CDK’s today. REY was able to boost its EBITDA margins to over 50% (nearly 60% at peak) by turning over a relatively expensive ($110,000/yr average salary) workforce and cutting other costs. 

·         When speaking with industry folks they saw no reason why REY and CDK should have different margins.  They think that CDK has lots of fat to trim – CDK’s management hinted to this on their first conference call, saying they can increase margins without too much effort (they made a point to highlight that margin expansion is a main priority). 

·         CDK is spending a ton on their web development property.  Ever since they acquired Cobalt (acquired in 2010 for $400M – Cobalt is the core behind the digital marketing arm) they have been way overstaffed.  As they start to roll out their cloud hosted products and cut headcount they will be able to drastically bring down costs and push up margins. There are 9,000+ employees at CDK and a large proportion are labor related to software development.  As they roll out their cloud products they will be able to drastically reduce this. 

o   A 10% reduction in headcount at $100,000/yr would boost EBIT margins by 5% and save CDK $90M or $0.57 per share annually. Headcount will likely be cut more and salaries are likely higher implying greater savings. 

·         CDK is currently underpricing competitors – industry sources have hinted to as much as 20% below REY which is clearly impacting margins and frankly is unneeded given REY’s bad reputation in the dealer community for service and technology. 

·         CDK is still in the ramp phase on their international business which was hit by the global recession (especially in Europe) currently this business is earning 14% EBIT margins which is nearly half what they are earning in North America (there is no structural reason for this).  As volumes rebound this will move up dramatically. 

·         CDK is significantly under earning on their Digital Marketing business as they are earning a 7% EBIT margin.  Normal digital marketing businesses like Conversant (formerly ValueClick) can earn EBIT margins in the 30% range. 

·         Management has publicly stated they can easily deliver 100bps of margin expansion annually.  They were likely drastically under promising as their equity was being struck around the time of the spin and they wanted to talk down the potential.  CDK will have a formal analyst day where they greatly expand on how easy it will be for them to expand their margins.  They likely have significant fat to cut as is typical of a spin (beyond the tech spend and bloated employee count mentioned above). 

o   On the Q1’15 earnings call CDK’s management made it clear that margin expansion was a priority: “Clearly, we have lots to do over the next several months, but I want to assure you that margin expansion is and will continue to be a priority for us in this organization.” - Steven J. Anenen, CEO.

CDK Will Generate Substantial FCF:

·         CDK generates substantial FCF each year – in the past three years it has averaged ~ $200M per year.

·         Management has committed to maintaining a Debt/EBITDA ratio of at a minimum 2x (REY at the extreme is closer to 8x).  As CDK grows FCF it will be able to take on an additional ~ $1B in debt to repurchase shares.

·         Management will use excess FCF to repurchase stock – they already initiated a $0.48/share annual dividend.

·         In my model I assume that 60% of FCF goes to repurchases (at prices that rise 10% annually).

Valuation:

CDK will rapidly expand margins as they cut costs and increase prices, additionally they will be able to modestly grow topline revenue.  At present CDK trades at 11x 2018 FYE FCF which is absurdly low for this high quality of a business.  As management executes and jumps over the one foot hurdles ahead of it they will rapidly grow FCF and earnings and be able to repurchase substantial amounts of stock (36% of the current market cap by 2018 FYE by my math).  CDK will earn $3.73 in 2018 FCF and will be able to trade at 17x FCF with dividends results in a $65 price target or 58% above the recent price (when I ran a DCF I arrived at a similar conclusion).  CDK has additional upside via its eventual SaaS conversion (discussions with industry professionals and dealers lead me to believe that this will eventually happen but is not likely anytime soon).  

Catalyst

With eager activists around the table controlling ~ 18% and a new spinco eager to make its mark CDK will start to rapidly outperform as it cuts costs and executes on some surprisingly low hanging fruit.