ISSUE 2 2025‑2026 A PUBLICATION OF THE GEORGIA AUTOMOBILE DEALERS ASSOCIATION IN THIS ISSUE Georgia General Assembly 2026 Two Key Bills Impacting Your Dealership State Law Clarification on Doc Fees in Advertised Prices
Anticipate every turn In an industry that’s always evolving, your dealership can rely on our Dealer Financial Services team’s 90 years of experience to see what’s around the corner, forward-thinking insights to prepare you, and technology to keep you ahead of the curve. What would you like the power to do?® Jim Yager, jim.yager@bofa.com business.bofa.com/dealer ©2024 Bank of America Corporation. All rights reserved. DFS-699-AD 6942528 Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, derivatives, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and Member of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. is a registered futures commission merchant with the CFTC and a member of the NFA. Anticipate every turn In an industry that’s always evolving, your dealership can rely on our Dealer Financial Services team’s 90 years of experience to see what’s around the corner, forward-thinking insights to prepare you, and technology to keep you ahead of the curve. What would you like the power to do?® Jim Yager, jim.yager@bofa.com business.bofa.com/dealer ©2024 Bank of America Corporation. All rights reserved. DFS-699-AD 6942528 Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, derivatives, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and Member of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. is a registered futures commission merchant with the CFTC and a member of the NFA.
2025-26 GADA Board of Directors Executive Committee Marsh Butler Butler Automotive Group, Macon Chair David Jones Gerald Jones Volkswagen Audi, Martinez Chair-Elect Chad NeSmith NeSmith Chevrolet, Jesup Secretary-Treasurer Bo Scott Regal Nissan, Roswell Immediate Past Chair Jason Denson Ford of Dalton, Dalton North Georgia Area Vice Chair Mike Domenicone Classic Cadillac & Subaru, Atlanta West Georgia Area Vice Chair Tim Redding Jr. Dublin Ford Lincoln, Dublin East Central Area Vice Chair Dana McCracken Brannen Motor Company, Unadilla Southwest Area Vice Chair Mike Burch Mike Burch Ford, Blackshear Southeast Area Vice Chair Matt Laughridge Terry Reid Hyundai, Cartersville NADA Director ISSUE 2, 2025‑2026 ©2026 The Georgia Automobile Dealers Association (GADA) | MBR ConnectTM, formerly The newsLINK Group LLC. All rights reserved. The Generator is published two times per year and is the official publication for this association. The information contained in this publication is intended to provide general information for review, consideration and education. The contents do not constitute legal advice and should not be relied on as such. If you need legal advice or assistance, it is strongly recommended that you contact an attorney as to your circumstances. The statements and opinions expressed in this publication are those of the individual authors and do not necessarily represent the views of GADA, its board of directors or the publisher. Likewise, the appearance of advertisements within this publication does not constitute an endorsement or recommendation of any product or service advertised. The Generator is a collective work, and as such, some articles are submitted by authors who are independent of GADA. While a first-print policy is encouraged, in cases where this is not possible, every effort has been made to comply with any known reprint guidelines or restrictions. Content may not be reproduced or reprinted without prior written permission. For further information, please contact the publisher at (855) 747-4003. GADA Staff General Administration Lea Kirschner, President Bill Morie, President Emeritus Ben Jordan, General Counsel/Governmental Relations Surangi Moonesinghe, Assistant Controller Maria Yolova, Accounting/Membership Esther Castro, Accounting — Receivables/Payables Travis Lockhart, Governmental Relations GADA Workers Compensation Group Self Insurance Fund Lisa Pritchett, Managing Director Melissa Gutierrez, Claims Adjuster Christina Zais, Claims Adjuster Jeremy Lane, Claims Adjuster Nicole Christian, Claims Assistant Andy Willis, Director of Loss Prevention Aaron Moon, Loss Prevention Specialist Leroy Smith, Loss Prevention Specialist GADA Insurance Services Shawn Presnell, Managing Director Candace McDole, Benefits Specialist Gabriella Filipov, Enrollment Specialist Matt Martinez, P&C Account Exec. (N. GA) David Crew, P&C Account Exec. (S. GA) Sherry McGaha, Insurance Services Admin Assistant Title Services/TOPS & Business Forms Roseann Nichols, Senior Director Title Services Beverly Bird, Office Admin/TOPs & Forms Georgia Automobile Dealers Association 2060 Powers Ferry Rd. SE Atlanta, GA 30339 (770) 432-1658 gada.com PRESIDENT’S MESSAGE 4 On My Mind By Lea Kirschner, President and CEO, GADA HEADLIGHTS ON THE LAW 8 Georgia General Assembly 2026 Two Key Bills Impacting Your Dealership By Ben Jordan, General Counsel & Director of Governmental Relations, GADA INSURANCE INSIGHTS 10 Beware of Business Email Compromise By Shawn Presnell, Managing Director of Insurance Services, GADA 13 State Law Clarification on Doc Fees in Advertised Prices By ComplyAuto 16 The Power of Preparation and Process in Dealership M&A By DSMA 18 Disparate Treatment by Manufacturers in Warranty Parts & Labor Rate Increase Evaluations A Multi-Case Review By Joe Jankowski, Managing Member, Armatus Dealer Uplift 20 GADA’s Contributions to Georgia’s Economy 21 Planning for Dealership Succession Dividing Multiple Dealerships Amongst Family By Truist Dealer Services 23 Georgia Auto Outlook First Quarter 2026 3 THE GENERATOR
LEA KIRSCHNER PRESIDENT AND CEO, GADA PRESIDENT’S MESSAGE It seems dealer advertising is not only on my mind but on the minds of both federal and state regulators. Now would be an ideal time to review your advertising practices to make sure your dealership is playing by the rules. On the federal front, in March, the Federal Trade Commission sent 97 letters to auto groups nationwide, warning them that the prices they advertise must be the total price, including all fees. The FTC letters cited several examples of illegal pricing practices, including: • advertising a price that does not reflect all required fees, • advertising a price that reflects rebates or discounts not available to all consumers, • advertising a price that fails to account for an additional required down payment, • conditioning the advertised price on consumers using dealer financing, • requiring consumers to buy additional items not reflected in the advertised price, and • advertising unavailable or non-existent vehicles. In addition to activity on the federal level, GADA is aware of and has reported on increased enforcement by the Georgia Attorney General’s Consumer Protection Division (GACPD). The message is clear: Dealers need to review and maintain compliance with advertising rules. Scan the QR code to download and review Georgia’s Auto Advertising and Sales Practices Enforcement Policies. https://consumer.georgia.gov/ business-services/autoadvertising-and-sales-practicesenforcement-policies There are two very important points to note about auto advertising. First, “advertising” means ALL forms of advertising, including, but not limited to, print, radio, television, electronic, direct mail, flyers, billboards, showroom displays, lot displays and the internet. Basically, if you wouldn’t put the advertisement in the newspaper for fear of a violation, don’t try it elsewhere. Second, regarding the GACPD’s enforcement powers: “It is not a defense… that others were, are or will be engaged in like practices.” In plain English, you will not be able to defend yourself by saying that other dealers are advertising the same way. Although the recent FTC interpretation that all non-government fees must be included in the advertised price might have come as a surprise to some, this has been the law of the land here in Georgia for some time. Advertised MindON MY THE GENERATOR 4
prices must include all non-government fees. The only permitted exclusions are tax, tag, title and lemon law fees. Any advertisement that lists a price “plus” another amount (such as dealer or ETR fees) will be considered deceptive. This applies to online advertising, which includes dealer websites, as well as online magazines and inventory lists. One frequent question is whether a dealer must disclose the amount of non-government fees. Although dealers are required to include all non-government fees in advertised prices, dealers are not required to state the amount of those fees. Some dealers choose to do so for transparency, using an itemized “math stack” that demonstrates each component of the total price available to any consumer. Incentives or discounts should only be included if they apply to ALL consumers. If a dealer uses this method to show how the total price is calculated, ensure that the most prominent, conspicuous and clearly labeled amount is the all-inclusive total price that is available to any consumer. An itemized “math stack” should not be confusing. Another question that has come up relates to advertising MSRP. Historically, MSRP has not been considered an advertised price. Having said that, as GADA has previously warned, GACPD has raised concerns about advertising MSRP and then adding amounts, sometimes substantial amounts, for “market adjustment.” Dealers are cautioned that this practice may be considered deceptive. GADA is here to help. Although we do not review specific advertisements, you can contact us with general compliance questions at legal@gada.com. This column is intended for informational purposes only and is not to be considered as legal advice. Dealers are advised to seek legal counsel from dealership legal counsel or other competent professionals regarding dealership operations and legal compliance. This column is not intended to encourage concerted action among competitors or any other action on the part of dealers that would in any manner fix or stabilize the price or any element of the price of any good or service. 5 THE GENERATOR
SAVE THE DATE! June 25-28, 2026 PONTE VEDRA INN & CLUB Ponte Vedra, Florida 2026 GADA Convention THE GENERATOR 6
HEADLIGHTS ON THE LAW BEN JORDAN GENERAL COUNSEL & DIRECTOR OF GOVERNMENTAL RELATIONS, GADA This year’s session of the General Assembly was highly charged. Debates over major policy initiatives — including efforts to reduce income and property taxes, reform election procedures and improve childhood literacy — took center stage. Georgia’s franchise auto dealers avoided most of the political attention this session — thankfully, perhaps — but at least two bills passed that warrant your attention because both could impact daily business operations. The first bill is Senate Bill 293. This bill was part of a continuing effort to rein in fraud and dealer plate abuse by certain used car dealers. This bill would limit the use of dealer plates for both new and used car dealers to six months per vehicle, and it would require that all dealer plates be metal with raised text, effective Jan. 1, 2027.1 This bill also increases penalties for tampering with, fabricating or altering license plates (including temporary operating permits); increases the bond requirement for used car dealers to $50,000; increases regulatory oversight of used car dealers by the Department of Revenue; and subjects the Used Car Board to the Administrative Procedure Act.2 The other bill worth mentioning is House Bill 1112. This bill came to be after the U.S. Department of the Treasury announced in late 2025 that it would officially cease the production of the one-cent coin, with the final batch of pennies scheduled to run out in late 2026. However, the federal government did not immediately demonetize the pennies that remain in circulation. Those pennies remain “legal tender” but are not being replenished by new one-cent coins. As a result, the state legislature felt compelled to create a framework for “penniless” cash transactions. House Bill 1112 permits businesses to round a final sale total up or down to the nearest nickel when a retail customer Georgia General Assembly 2026 Two Key Bills Impacting Your Dealership THE GENERATOR 8
purchases an item with cash. That is, totals ending in .01, .02, .06 or .07 are rounded down. Totals ending in .03, .04, .08 or .09 are rounded up. Exceptions to this framework would include payment with a check, money order, credit card, debit card or electronic funds transfer unless cash is disbursed to the customer. When do these bills take effect? Both bills were signed into law by Gov. Kemp on May 11. HB 1112, the “penny bill,” took effect upon the governor’s signature. The provisions related to dealer plates in SB 293 will take effect on Jan. 1, 2027, while the other provisions related to used car dealers will take effect on July 1, 2026. 1. Before SB 293, there was no specific time limit on how long a dealer plate could be on a specific vehicle. However, sales and use tax would apply on the vehicle once it was used as a demonstrator for more than six months (and that sales and use tax rule still applies going forward). DOR Rule 560-12-2-0.09. 2. The full name of the Used Car Board is the “Georgia State Board of Registration of Used Motor Vehicle Dealers and Used Motor Vehicle Parts Dealers.” 9 THE GENERATOR
INSURANCE INSIGHTS SHAWN PRESNELL MANAGING DIRECTOR OF INSURANCE SERVICES, GADA Business email compromise (BEC) is a type of scam targeting companies that may be vulnerable. Corporate or publicly available email accounts of executives, high-level finance employees, or those involved in wire transfers are spoofed or compromised to facilitate fraudulent transfers, resulting in hundreds of thousands of dollars in losses. BEware of Business Email Compromise THE GENERATOR 10
BEC attackers rely on social engineering tactics to trick unsuspecting employees or executives. Often, they impersonate the CEO or an executive authorized to do wire transfers. They carefully research and monitor potential target victims and their organizations to know exactly whom to target and how to appear legitimate in their efforts. Common types of BEC scams include: 1. Bogus Invoice: Attackers pretend to be a legitimate supplier requesting fund transfers or payment for an account or a false invoice. 2. CEO Fraud: Attackers pose as the company CEO or CFO and send an email to employees in finance or accounting requesting money to be transferred to an account under the attackers’ control. 3. Account Compromise: An executive’s or employee’s email account is hacked and is used to request invoice payments to vendors listed in their email contacts. Payments are then sent to fraudulent accounts. 4. Attorney Impersonation: Attackers pretend to be lawyers or someone from the law firm in charge of crucial and confidential matters. These requests are often sent by email or phone at the end of the business day. 5. Data Theft: Attackers target employees in HR or bookkeeping to obtain personally identifiable information or tax statements from employees and executives. Such data can be used for future attacks. 6. Employee Payroll Direct Deposit: The fraudster contacts your payroll or accounting department, pretending to be an employee, to request that their direct deposit information be changed to a new account. The fraudster receives the payroll deposit, then closes the account and disappears. Most of these scams don’t involve clicking suspicious links or opening untrustworthy attachments. They can appear entirely legitimate, bypassing spam or junk filters and reaching their intended targets unimpeded. It is also important to note that many of these scams are typically not covered under most commercial property and casualty policies, except for a good cyber liability policy. It is vital that you and your management team follow these critical precautions: • No wire transfers should be made without first verbally confirming them with the owner or someone who can attest to the legitimacy of the request and the specific transaction. Remember, once funds are transferred, it may be impossible to reverse or get them back! • All invoices should be verified before payment, even if they appear legitimate. Keep in mind that the perpetrators may impersonate a vendor you already do business with. • Never assume an email is from who it appears to be if it requests funds or payment. Always verbally confirm this information prior to transferring funds. • Do not complete a request to change an employee’s direct deposit information until you confirm it with the employee directly. Over the past several years, we have seen experienced owners, CFOs and controllers all be taken in by one or more of the BEC scams covered here. Scammers are excellent at deceiving you into believing they are legitimate. Requiring your managers to follow the recommended precautions can go a long way toward protecting your business from scams. Please do not hesitate to contact me or any member of the insurance team for assistance or answers to specific insurance questions. You can contact me by calling (678) 428-9247 or emailing shawn_presnell@gada.com. You can contact David Crew, GDIC account executive of Middle/South Georgia, by calling (470) 303-9051 or emailing david_crew@gada.com. You can contact Matt Martinez, GDIC account executive of Atlanta/North Georgia, by calling (770) 570-8212 or emailing matt_martinez@gada.com. 11 THE GENERATOR
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State Law Clarification on Doc Fees in Advertised Prices BY COMPLYAUTO The FTC has clearly stated in its recent public letters and has now reportedly followed up with NADA, reiterating that advertised vehicle prices must include all fees a consumer is required to pay, except government-imposed charges (e.g., taxes, title, registration and license). The FTC considers dealer-imposed documentary fees to be required fees that must be reflected in the advertised price. This means that to ensure you comply with federal advertising requirements, you must include all required fees, including doc fees, in the advertised price. Failure to do so will likely be considered a deceptive practice under Section 5 of the FTC Act. DOES STATE LAW OVERRIDE THE FTC? The open question is: How does your state law on doc fees interact with this federal requirement, if at all? Federal and state consumer protection laws operate concurrently. However, many states have specific advertising statutes that address doc fee treatment, and in some cases, those statutes explicitly permit or even require practices that seem to differ from the FTC’s position. The FTC’s most recent guidance strongly suggests that the doc 13 THE GENERATOR
fee must be included in the advertised price, regardless of state law, but we are awaiting formal written guidance from the FTC on this question. We understand that both NADA and a number of states are continuing to work with the FTC seeking clarity on this question. In the meantime, dealers should comply with both federal and state law and, until the FTC issues written guidance, consult legal counsel and their state dealer association on how to disclose doc fees when a genuine conflict exists. WHY DO SOME STATES CONFLICT WITH THE FTC’S POSITION? The FTC has indicated that all required dealer-imposed fees must be included in advertised prices. However, several states have enacted laws that treat the doc fee as negotiable or optional — meaning it may not qualify as a “required fee” under those states’ frameworks. Other states explicitly allow the doc fee to be excluded from the price. For example: • California law, including the CA CARS Act, explicitly permits auto dealers to exclude doc fees from the advertised price with the required statutory disclaimer. • Connecticut law mandates that the conveyance fee be stated as excluded and negotiable. Including it in the price would conflict with the statute’s required disclosure format under Conn. Gen. Stat. § 14-62a(a). As a result, despite the clarity of the FTC’s position, there are several open questions regarding the interplay between state and federal law in a minority of the states. See the following section for further state-specific details. This is an evolving area of law, and we are working closely with state dealer associations and monitoring regulatory developments to ensure our guidance remains current. STATE DOC FEE ADVERTISING LAWS State laws vary widely, but we have identified five broad categories based on current state law. (Important distinctions exist, but we have grouped them for ease of analysis.) Dealers in Georgia and other states in Groups 1-3 are encouraged to follow FTC guidance and include the doc fee in the advertised price. Group 1: Doc Fee Required in Price States: AK, AR, CO, FL, GA, IA, IN, KS, KY, MA, ME, NE, NJ, NY, OK, PA, VT Your state law requires the doc fee to be included in the advertised vehicle price. Only government charges (taxes, title, registration and license) may be excluded. State law and FTC guidance are aligned in these states. What you should do: Include the doc fee in your advertised price. This is required by both your state law and FTC guidance. Group 2: Ads Must Disclose Existence of Doc Fee States: AZ, HI, NC, SC Your state law requires that advertisements disclose the existence and/or amount of the doc fee, but does not specifically require the fee to be included in the advertised price. What you should do: We recommend following FTC guidance and including the doc fee in your advertised price. In the absence of state-specific rules, federal guidance is the best available standard for compliance. Group 3: No Specific State Requirement States: AL, DC, DE, MT, ND, NH, RI, WV, WY Your state does not have a specific statute or regulation addressing the treatment of doc fees in vehicle advertising. General consumer protection laws prohibiting deceptive practices apply. What you should do: We recommend following FTC guidance and including the doc fee in your advertised price. In the absence of state-specific rules, federal guidance is the best available standard for compliance. Dealers in states included in Groups 3 and 4 should follow FTC guidance, but note that there are potentially open questions under state law. Group 4: Doc Fee Is Negotiable and May/Should Be Excluded States: CT, OR, TX, WA Your state law treats the doc fee as a negotiable or optional charge and requires it to be disclosed separately from the advertised price. In these states, including the doc fee in the advertised price may actually conflict with state law. • Connecticut: The dealer conveyance fee must be stated separately in at least 8-point bold type, and the ad must indicate the fee is negotiable. The statute uses mandatory language requiring the fee to be declared as “excluded from such advertised price.” • Oregon: The doc fee is defined as negotiable under state law and may be excluded from the statutory definition of “offering price.” • Washington: The doc fee is defined as optional and negotiable. Dealers must disclose in advertisements that the fee may be added to the sale price. What you should do: These states present a potential conflict between state advertising statutes and the FTC’s position. We strongly recommend consulting with legal counsel and your state dealer association to determine the appropriate approach for your dealership. We are actively monitoring this area for further regulatory developments. THE GENERATOR 14
Group 5: Doc Fee Permitted to Be Excluded From Advertised Price States: CA, ID, IL, LA, MD, MI, MN, MO, MS, NM, NV, OH, SD, TN, UT, VA, WI Your state law explicitly permits the doc fee to be excluded from the advertised price, provided it is properly disclosed. Disclosure requirements vary by state, but generally require the specific dollar amount to be stated clearly and conspicuously near the advertised price. Some states have specific font size and formatting requirements. What you could do: You have two options. Option 1 is the safest and most conservative path, but we recognize that Option 2 is permitted under your state’s current advertising rules: 1. Include the doc fee in your advertised price. This satisfies both the FTC and your state law, and it is the safest path. No additional disclosure is needed. 2. Exclude the doc fee and disclose it properly. This complies with your state law. However, be aware that the FTC may view this differently. If you choose this approach, ensure your disclosure meets your state’s specific requirements (dollar amount, font size, proximity to price) and consult with your state dealer association or legal counsel. Note: Several dealer associations from states in this group recommend that dealers include the doc fee in the advertised price. STILL UNSURE? 1. Find your state in the previous categories and consider the recommendations. 2. Contact your state dealer association — they understand your state’s regulatory landscape and advocacy priorities. 3. Consult legal counsel — particularly if you operate in a state where state and federal guidance potentially conflict. 4. Contact us at inquiry@complyauto.com — our compliance team is available to discuss. This FAQ is provided for informational purposes only and does not constitute legal advice. Laws and regulations change frequently, and this is an evolving issue. Dealers should consult with qualified legal counsel before making compliance decisions. This article originally appeared on complyauto.com and is reprinted here with permission. It has been edited for length and clarity. While our n me h s ch nged under new ownership, the he rt of our comp ny rem ins the s me — including the reli ble, friendly te m you’ve lw ys worked with. Our go l is to be trusted p rtner for tr de nd profession l ssoci tions, strengthening membership nd connecting member businesses with their future customers. We look forward to what’s to come! New name. Same people. Renewed commitment. We’re excited to nnounce th t is now mbr-connect.com (801) 676-9722 hello@mbr-connect.com 15 THE GENERATOR
THE POWER OF PREPARATION AND PROCESS IN DEALERSHIP M&A BY DSMA Selling an automotive dealership is more than a conversation about price — it demands preparation, strategy and patience. That’s where Dealer Solutions Mergers and Acquisitions (DSMA) comes in. With thousands of valuations and 500+ transactions, DSMA is North America’s leading automotive M&A advisory firm. Backed by CPAs, legal counsel, marketing and expert advisors, we guide clients step by step to deliver clarity, control and results. DSMA executives Bill Fields and Andy Church often illustrate the difference between smooth sales and stalled ones: preparation and process versus instinct and improvisation. DAY 1: THE DECISION SETS THE TONE Every deal begins with a decision that “it’s time.” For some, that sparks planning; engaging advisors, evaluating timing and preparing ahead. For others, it triggers a reactive approach: testing the market, calling a few contacts and chasing the highest number. This mindset sets the tone. Deals built on preparation move with purpose. Deals built on impulse often struggle to gain direction. WEEKS 1-2: BUILDING THE RIGHT TEAM Early on, assembling the right advisory team is crucial. A structured approach brings together an automotive attorney, valuation experts and an experienced M&A advisor. Financials are reviewed, add-backs identified and deal structure aligned. Without the right team, gaps such as poor counsel, informal financials and unclear expectations are exposed. The right team doesn’t just support the process; it defines it. MONTH 1: FINANCIALS, VALUATION AND STRATEGY Successful transactions start with clean, well-documented financials. Clear add-backs build buyer confidence and credibility. With expert guidance, dealers can frame the value story, structure the deal strategically and get ahead of due diligence. Without preparation, the process becomes reactive. Unsupported numbers and unclear valuation expectations erode trust and lead to weaker offers. In M&A, confidence is currency, and it begins with preparation. MONTH 2: BRINGING THE DEAL TO MARKET Presentation matters. A structured process leverages a vetted buyer network, professional marketing and a clear narrative. Confidentiality is maintained through NDAs, competition is created and momentum is managed. An unstructured approach, consisting of informal outreach, inconsistent messaging and limited buyer access, often yields sporadic interest and low offers. The market responds to professionalism; strong processes attract strong buyers. MONTH 3: OFFERS AND NEGOTIATION Preparation meets the market, creating competitive tension. Multiple letters of intent provide leverage. Transparency and organization allow negotiation not just on price, but also terms and structure. Without that foundation, offers fall short. Uncertainty leads buyers to price in risk, leaving sellers questioning both the market and their own expectations. Strong outcomes result from disciplined preparation and execution, not luck. MONTHS 4-5: DUE DILIGENCE Due diligence tests transactions. In a structured process, documents are ready, questions anticipated and responses timely. Advisors coordinate requests, maintain momentum and align agreements with original terms. In a less structured process, gaps are exposed. Missing documents, inconsistent information, and overlooked legal details delay the deal and erode buyer confidence. Value is created in preparation and protected during due diligence. MONTH 6: REGULATORY APPROVALS Regulatory approvals, especially OEM approvals, add complexity. Patience, coordination and clear communication are critical. A structured approach keeps momentum intact. Poor communication or lack of coordination creates unnecessary tension. CLOSING DAY: OUTCOME AND IMPACT Preparation and process carry through to closing. A disciplined approach delivers financial goals, protects legacy and ensures certainty. A reactive approach can result in discounted outcomes, or failed deals. WHY PROCESS IS EVERYTHING Deals often fail not on price, but on process. The right preparation, team and structure create confidence, competitive tension and stronger outcomes. With DSMA, dealers gain clarity, control and confidence. They don’t just sell; they maximize value, protect legacy and move forward with certainty. Preparation is everything. DSMA turns complex transactions into high-value results. Our CPAs optimize financials, marketing crafts compelling materials, and legal and advisory teams coordinate every step. Leaders like Bill Fields and Andy Church guide dealers hands-on from start to finish. Dealers can contact DSMA by emailing info@dsma.com. For dealers with opportunities in the eastern U.S., reach out directly to Andy Church, vice president, East, at andy@dsma.com or Bill Fields, principal M&A executive, Southeast, at bill.fields@dsma.com. THE GENERATOR 16
MONEY ON YOUR MIND? TURN THAT THOUGHT INTO REALITY. WE ARE THE #1 GLOBAL AUTOMOTIVE MERGERS & ACQUISITIONS FIRM. SCAN THE QR CODE FOR A CONFIDENTIAL SELLERS CONSULTATION. AT DSMA, 97% OF DEALS ARE SOLD AT ASKING PRICE OR HIGHER. ROBERT SCHLICHT Regional Director robert.schlicht@dsma.com 518.703.9788 ANDY CHURCH Vice President andy@dsma.com 772.240.8566 JEFF LANGLOIS M&A Associate jeff.langlois@dsma.com 470.676.7472 BILL FIELDS Principal M&A Executive bill.fields@dsma.com 904.955.2544 MIKE PROSACHIK M&A Associate mike.prosachik@dsma.com 845.390.0516 For 100+ acquisition opportunities across North America and the United Kingdom, visit DSMA.com. CHRIS O’QUINN M&A Associate chris.oquinn@dsma.com 757.604.2685 CHRIS DABIERE M&A Associate chris.dabiere@dsma.com 716.390.2570 OUR EAST COAST TEAM
INTRODUCTION Over the past several years, discrepancies have emerged in how manufacturers evaluate and approve dealers’ warranty parts and labor rate adjustment requests. Across multiple stores and years, dealers have observed inconsistent application of rules and policies, shifting and inconsistent interpretations of “warranty-like” qualifications, and contradictory inclusion and exclusion decisions. These inconsistencies — found in submissions for a given store year-over-year, in parts and labor submissions for the same store(s), and between similarly situated dealers — constitute what can only be described as disparate treatment. This article presents multiple documented examples illustrating how identical or near-identical repair orders and methodologies have been treated differently by the same manufacturer under changing or variable internal guidelines. Each case study highlights the lack of evaluation consistency, transparent standards and uniform enforcement of manufacturer policies across all dealer submissions. DISPARATE TREATMENT by Manufacturers in Warranty Parts & Labor Rate Increase Evaluations A Multi-Case Review BY JOE JANKOWSKI MANAGING MEMBER, ARMATUS DEALER UPLIFT CASE STUDY 1: SAME STORE PARTS AND LABOR SUBMISSIONS WITH DIFFERENT RULES A dealer submitted requests for warranty parts and labor rate increases during mid-2025. The requests were submitted to their manufacturer in quick succession — both within a one-month period. After reviewing the labor request (which was submitted for review first), the manufacturer approved the dealer for a slightly reduced warranty labor rate, having made several adjustments inconsistent with rules and policies upheld in years prior. Just two days later, the dealer filed a parts request using nearly the same set of repair orders; 89 out of 90 days used in each request overlapped, with a variance of only a single day. Each submission was prepared under identical rules, with parts having been adjusted based on the THE GENERATOR 18
manufacturer’s RO-by-RO feedback as provided in response to the dealer’s labor request. Despite the nearly identical range, the manufacturer cited and adjusted the handling of 19 entirely different repairs that were not cited in the manufacturer’s review of the previously approved labor sample. In other words, the manufacturer’s rules regarding what constitutes a “qualifying repair” had changed within just a 48-hour period. The dealer, therefore, requested that the parts markup be approved using the same methodology and logic that governed the labor approval, proposing an amended markup aligned with the original figure requested, rather than the three-point reduction resulting from this disparate treatment. When submissions are prepared utilizing the same methodology, manufacturers should ensure parity across evaluations. Divergence in review criteria between labor and parts requests undermines procedural fairness and erodes dealer confidence in manufacturer processes. CASE STUDY 2: STATUTORY INTERPRETATION AND SHIFTING RULES In another case, a dealer challenged a manufacturer’s inconsistent interpretation of a state warranty statute, year-over-year, with no relevant change to the state statute in reference. In early 2025, the manufacturer in question cited the absence of “warranty-like” language in the applicable state statute, asserting that repairs completed due to damage/ outside influence (rodent damage, accident damage and other factors that would never be covered under a manufacturer warranty) should be included in the calculation. This interpretation was completely off base, considering the entire intent of the statutory language is to include work that would be covered under a manufacturer’s warranty and to exclude work that is not. The manufacturer’s very own behavior contradicted their previously stated stance. In 2023, the manufacturer took the exact opposite stance to reduce the exact same dealer’s request, having stated that repairs completed due to “outside influence” should be removed from the calculation, only to reverse that position in 2025 when doing so worked to the manufacturer’s advantage. In both cases, the stance taken resulted in a submitted rate that was reduced; the exclusion of such repairs reduced the dealer’s approved rate in 2023, while the inclusion of this category reduced the approved rate in 2025. Having taken notice of this contradiction, the dealer asserted a claim of disparate treatment, arguing that the manufacturer’s inconsistent rule application constituted an unfair practice. However, the manufacturer was unwilling to amend their stance, ultimately stating that their handling of the request in 2025 was aligned with the state statute’s guidelines, offering no further insight as to why the dealer’s requests were handled differently, year-over-year, following the same statutory guidelines. When manufacturers alter interpretive positions without a transparent rationale, they invite credible claims of disparate treatment. Even if statutory language supports flexibility, manufacturers should maintain internal consistency to preserve fairness and trust. CASE STUDY 3: YEAR-OVER-YEAR AND STORE-TO-STORE INCONSISTENCY Between 2020 and 2023, this dealer completed retail warranty submissions successfully under state law without issues, achieving full approvals for each request. Over the course of this time frame, the manufacturer in question consistently excluded certain repair categories as maintenance and/or “not warranty-like” — including brakes, wiper blades, keys, wheel locks and carbon cleaning, to name a few — from retail warranty calculations. In 2024, however, with no change to the language in the state statute, the manufacturer erroneously included these categories for the first time without explanation, significantly lowering the dealer’s requested rate. The dealer challenged the inconsistency, citing the handling of their requests in years past and the non-warranty-like nature of the now-included repairs. In 2025, just a few months later, the dealer proceeded with submitting new requests for both parts and labor, following the same policies that the manufacturer had followed from 2020-2023 — excluding categories consistent with maintenance and/or non-warranty like circumstances, and disregarding the manufacturer’s 2024 stance that these categories should now be included. Surprisingly, the manufacturer reverted to the pre-2024 standards, approving both parts and labor submissions without any adjustments, and without reference to the prior year’s disagreements. When manufacturers apply policies regarding the qualification of repairs inconsistently and without rationale or notice in determining retail warranty rates, dealers are left with uncertainty and doubt regarding manufacturer expectations and intentions to reimburse their dealers at true retail. CONCLUSION Across all cases, one theme persists: inconsistent manufacturer application of evaluation criteria. Dealers have demonstrated that identical methodologies, repair categories and submission frameworks have been treated differently depending on timing, store or request type. This body of evidence illustrates how some manufacturers change their interpretation of statutory language, whether in designating “warranty-like” qualifications, adhering to state statute requirements or determining inclusion and exclusion of specific repair categories based on internal criteria. This is not an indictment of all manufacturers; in all fairness, there are several of them that properly adhere to statutory requirements and 19 THE GENERATOR
have a consistent application of their internal policies. For fairness and credibility to prevail in manufacturer-dealer relationships, evaluation criteria should be applied uniformly, transparently and consistently across all rate requests — regardless of year, dealer or submission type. Only through consistency can the process maintain legitimacy and support mutual trust between dealers and manufacturers. Joe Jankowski is the managing member of the Hunt Valley, Maryland-based Armatus Dealer Uplift, a firm specializing in retail warranty reimbursement submissions. Armatus has completed over 22,000 successful submissions nationwide. Joe has been personally involved in consulting on 25 retail warranty statutes and is widely recognized as a subject matter expert in this highly technical arena. Previously, Joe spent more than 20 years as CFO, COO and CEO of a large automotive group in Maryland. 2060 Powers Ferry Rd. SE | Atlanta, GA 30339 770.432.1658 | info@gada.com GADA.com | GeorgiaInCharge.com TOTAL DEALERSHIPS TOTAL JOBS* CREATED BILLION IN TOTAL STATE & LOCAL TAXES COLLECTED BILLION IN EMPLOYEE WAGES PAID MILLION IN EMPLOYEE BENEFITS CONTRIBUTIONS TO GEORGIA’S ECONOMY 511 78,000 *40,800 direct & 37,200 indirect $3.3 $345 $1.8 Data obtained from Economic Impact Study conducted by GADA in 2024. Georgia Local Franchised Dealerships BILLION IN TAVT COLLECTED MILLION COLLECTED IN TAG & TITLE FEES MILLION IN REAL ESTATE TAX PAID MILLION IN ESTIMATE INVESTMENT IN EVs MILLION IN COMMUNITY CHARITABLE CONTRIBUTIONS $1.3 $65 $68 $175 $25.6 LEA KIRSCHNER President & CEO BEN JORDAN General Counsel & Director Governmental Relations BILL MORIE President Emeritus Serving Georgia’s Franchised Motor Vehicle Dealers THE GENERATOR 20
Planning for Dealership Succession Dividing Multiple Dealerships Amongst Family BY TRUIST DEALER SERVICES With special thanks to Duncan Moseley, Managing Director, Business Transition Advisory Group, Truist Wealth Middle-market business transitions are rarely simple, and family dealership transitions are among the most complex. Typically, a family dealership group begins when one family member opens a dealership and later adds more. Indeed, successful dealers say the best way to expand wealth in the industry is to increase the number of dealerships held. As the number of dealerships grows, so too does the number of family members involved in the business. An owner’s children may decide to work in the business and even make it their career, while others may choose to work in another field. As their children become adults, many dealership owners begin to wonder how they can plan for the succession of their business and the distribution of its assets amongst their children without risking the business itself or family relationships. When owners have multiple dealerships and several children working in the business, they ask, “Should I put my children in business together, separate the dealerships and divide them amongst my children, or just sell the business altogether?” When owners decide to keep the business, they want to know how to provide for their children with other careers. Take Marty, for instance. He started with one dealership and now has five, with a combined worth estimated at $150 million. Additionally, Marty owns the land where the dealerships are located, which is valued at $50 million. Outside of the business, Marty has about $10 million in assets, including a $3 million home and a $3 million beach property enjoyed by the entire family. But most of his wealth — like the airplane available to all family members — is tied up in the business. 21 THE GENERATOR
Marty has three children. Alton and Betty grew up working at the dealerships and want to continue working in the family business. While they have quite different personalities, neither can run the business alone. The third child, Carl, is happy with his own career outside of the business. Marty’s total estate is $210 million, or $70 million per child. He has three goals: expanding the family’s dealerships, giving each child a fair share of the wealth, and doing so in a way that maintains family harmony. However, accomplishing these goals may become complicated. For example: • If Marty divides his estate by three, there aren’t enough personal assets for Carl to receive an equivalent value to that of his siblings without including some business interest. • If all three children receive one-third of the business assets, the dealerships may suffer if they disagree on business goals. Moreover, Carl may resent the salaries his siblings receive, and they may resent him for taking a third of the profits even though he doesn’t contribute. • If Alton and Betty can’t run the business together, there isn’t an even number of dealerships to divide between them, and the dealerships may lose value by not being part of a larger group. • The airplane and beach home may present a source of conflict if certain family members lose access to an asset they’ve enjoyed for years. Marty is left with two crucial questions: “How do I treat each child fairly? And does the division have to be equal to be fair?” EIGHT KEY POINTS FOR A SUCCESSION STRATEGY 1. Interview your children to determine the intent and desires of each. Do they want to work in the business? Can they succeed together? Can they manage the business as a whole? 2. Educate your children about what it means to be in business together. 3. Explain how assets are not equal. Why might a fair share not be an equal share? Why is $20 million in cash not equivalent to a dealership valued at $20 million? 4. Set clear expectations on what your children must do to maximize the benefits of your plan. 5. Involve your children in the business so you can mentor them, assess their capabilities, and examine their ability to work together. 6. Guide your children in managing their own personal finances and assess their ability to use the business’s assets responsibly. 7. Set a plan for children not involved in the business. If your children can work together but don’t all want to work in the business, consider including the other children as non-voting owners and clearly communicating what they might receive based on your projected growth strategy. 8. Consider alternative ways to pass value to children who aren’t working in the business. You’ll need a different approach for a child who doesn’t want to be involved with the business or whose involvement would disrupt family dynamics or the business. Consider options such as a life insurance policy, a dividend recapitalization to extract value, selling a business asset (including one or more of the dealerships), or prolonging the business's growth strategy to keep that child’s inheritance on par with the other children. Discuss your approach with your child, showing your commitment to a fair — but not necessarily equal — distribution to a child who has chosen to pursue other opportunities outside the business. WHAT MAKES A SUCCESSFUL PLAN? • Time: Allow enough time to prepare the proper strategy. A succession plan is neither created nor accomplished overnight. • Education: Ensure you and your children have a thorough understanding of the options available within your business and outside of it so you can structure an appropriate plan. • Communication: Set clear expectations for your children, make sure they understand your approach, and get their buy-in at every step of the process. • Flexibility: Make your plan flexible enough to accommodate changes in your business operations, family dynamics and the personal goals of your children. The Truist Business Transition Advisory Group has helped many dealership owners prepare and successfully transition their businesses, breaking through roadblocks with an integrated approach that leads to success and peace of mind for owners and their families. Developing a transition plan that supports both your business and your family ensures your hard work will provide for generations to come. Truist Bank, Member FDIC. © 2026 Truist Financial Corporation. Truist, the Truist logo, and Truist Purple, are service marks of Truist Financial Corporation. Equal Housing Lender. Duncan Moseley is a managing director in the Business Transition Advisory Group at Truist Wealth. Comments regarding tax implications are informational only. Truist and its representatives do not provide tax or legal advice. You should consult your individual tax or legal professional before taking any action that may have tax or legal consequences. THE GENERATOR 22
370,285 375,972 403,615 391,500 2023 Actual 2024 Actual 2025 Actual 2026 Forecast First Quarter 2026 Released April 2026 Market Summary Forecast for State New Retail Light Vehicle Registrations UP 8.0% vs. ‘22 UP 1.5% vs. ‘23 UP 7.4% vs. ‘24 DOWN 3.0% vs. ‘25 Georgia Auto Outlook Comprehensive information on the Georgia new vehicle market TM YTD '25 YTD '26 % Chg. Mkt. Share thru Mar. thru Mar. '25 to '26 YTD '26 TOTAL 97,506 90,941 -6.7% Car 18,759 17,032 -9.2% 18.7% Light Truck 78,747 73,909 -6.1% 81.3% Domestic 38,650 34,281 -11.3% 37.7% European 9,530 7,609 -20.2% 8.4% Japanese 36,161 36,845 1.9% 40.5% Other Asian 13,165 12,206 -7.3% 13.4% Domestics consist of vehicles sold by GM, Ford, Stellantis (excluding Alfa Romeo and FIAT), Tesla, Rivian, and Lucid. Other Asian includes Genesis, Hyundai, Kia, and VinFast. Data sourced from Experian Automotive. The graph above shows annual new retail light vehicle registrations from 2023 to 2025, and Auto Outlook’s projection for 2026. Historical data sourced from Experian Automotive. FORECAST State New Vehicle Market Predicted to Decline 3.0% in 2026 Key factors boosting new vehicle sales Key factors holding back new vehicle sales Key Trends in Georgia Market » State new retail light vehicle registrations are predicted to decline 3% for all of this year versus 2025. » Registrations in the first quarter of 2026 slipped to 90,941 units, off by 6.7% from a year earlier and below the previous five year average (see page 2). The U.S. market declined 8.5%. » BEV and PHEV registrations fell by more than 46% in the first quarter of this year (see page 6). BEV market share fell to 5.1%. » Among top 25 sellers, Volkswagen, Toyota, Nissan, Mazda, and Lincoln were the only brands to have increases in registrations so far this year (see page 5). » Nissan Sentra is a relatively strong performer in the state market (see page 7). Pent up demand. New vehicle sales since the onset of the pandemic have been below average. And the Great Recession of 2009 was called great for a reason: it took nearly seven years for sales to return to normal levels. Due to this extended period of below-average sales, the vehicle fleet is aging (see below). Vehicle purchases have been postponed, which will provide support to the market. Consumers have incentive to upgrade. Average age of vehicles in operation has reached an all-time high. No question, modern vehicles are built better and last longer, but today’s models offer many upgraded features vs. the average 12.5-year-old car. Passive and active safety technology, advanced infotainment options, and alternative powertrains are just a few examples. Many vehicle owners have a strong incentive to upgrade. Declining interest rates? Prior to the Iran war, the prospects were good for interest rates to fall during 2026. But the war and subsequent increases in oil and gasoline prices have brought that into question. Lower finance rates are critical for improving affordability, which is the primary negative for the market. New vehicle affordability. Finance costs remain elevated due to high interest rates, vehicle transaction prices are hovering around $50,000, and income growth is barely keeping pace with inflation. Manufacturers can alleviate price pressures by reducing content levels and offering more affordable models, but these adjustments take time. Tariffs. Higher tariffs will negatively impact new vehicle sales in 2026. Up until now, manufacturers and dealers have largely absorbed the costs, but eventually, consumers will feel the effects. Tariffs also lead to increasing inflation in the economy, which reduces disposable household income. Uncertainty. Forecasting auto sales is always challenging, but the past 15 months have been particularly unpredictable. Unforeseen events like fluctuating tariff rates, the phaseout of BEV tax credits, the war in Iran, and rising gasoline prices have all thrown uncertainty into the outlook. Largely as a result of this ongoing tumult, consumer confidence has plummeted to near record-low levels. Heightened uncertainty makes people reluctant to make big-ticket purchases, like automobiles. 23 THE GENERATOR
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