Kaizen CFO/blog
Boat Dealer M&A

M&A & Diligence Support for Boat & Yacht Dealers


For a boat dealership, one question can make or break the whole deal: will the OEM approve the change of ownership. Everything else — floorplan, inventory, F&I — matters, but a manufacturer that won't transfer the franchise can end a sale before diligence even warms up.

Two businessmen shaking hands in a dealership to seal a deal

What diligence actually feels like

Under a letter of intent, the buyer's accountants and lawyers send request lists covering financials, tax, OEM agreements, floorplan, inventory, F&I, and payroll — wanted fast, organized, and reconciled. For a dealer, they dig into the floorplan and inventory aging, and they separate the cyclical unit-sale gross from the steadier fixed-operations margin.

You're still selling boats and running service while this happens. Dealer deals carry heavy diligence on the balance sheet and the OEM relationship, and a busy owner rarely has all of it ready. The manufacturer's consent to the transfer often sits on the critical path, ahead of the financials.

M&A support is the finance seat that runs the data room, defends the numbers in the buyer's language, and keeps the deal moving while you keep the dealership running.

The boat-dealer deal-killers hiding in plain sight

Buyers focus on dealer-specific risks. Will the OEM approve the new owner and transfer the dealer agreement — the single biggest gating item? Will the floorplan lender consent, and is the floorplan interest and curtailment accounting clean? Is inventory aged, with units that should have sold long ago? Is the fixed-operations margin (parts, service, storage, F&I) isolated and durable? Is F&I compliant?

They'll expect schedules owners rarely keep ready: departmental margins, floorplan and curtailment detail, inventory aging, OEM-agreement terms, and F&I compliance. Prepared, these show a balanced, well-run dealership. Missing, they become adjustments or a stalled close.

We isolate and defend fixed-operations margin, clean up floorplan and inventory accounting, coordinate the OEM and lender consents with your attorney, and have the answers ready — so the deal turns on the business, not on a surprise from the manufacturer.

How Kaizen runs it

We build and manage the data room, restate revenue by department, defend fixed-operations margin and add-backs, clean floorplan and inventory accounting, respond to diligence requests, model the floorplan-heavy working-capital peg, and coordinate with your attorney, banker, OEM, and floorplan lender so finance never stalls the deal. One point of contact owns every number the buyer questions.

We're named after continuous improvement, which in a dealer deal mostly means getting the OEM-consent question answered early — because it's a terrible surprise to discover at the closing table.

What's included

  • Data room built and managed: financials, OEM agreements, floorplan, inventory, tax
  • Revenue restated by department; fixed-operations margin isolated and defended
  • Floorplan interest, curtailments, and inventory aging documented
  • Adjusted EBITDA and add-backs defended under buyer and QoE-firm questioning
  • OEM dealer-agreement change-of-control consent coordinated early
  • Floorplan-lender consent and F&I compliance documented
  • Floorplan-heavy working-capital peg modeled and the true-up negotiated
  • Coordination with your M&A attorney, banker, OEM, and floorplan lender
This works best alongside QoE & Sell-Side Prep done first — fixed-operations margin and the balance sheet are far easier to defend when cleaned up before the buyer arrived.

Pricing

From $8,000/moengaged through your live deal · scoped to size and complexity
OEM consent handledthe change-of-control approval addressed early, not discovered at closing
Fixed-ops isolatedsteady parts, service, and F&I margin separated from cyclical unit-sale gross
Fewer surprisesfloorplan and inventory issues surfaced before they reprice the deal

Straight answers

Why is OEM approval such a big deal?

Because the dealer agreement is core to the business's value, and most manufacturers must approve a change of ownership before it transfers. If the OEM won't approve the buyer, the deal can collapse regardless of the financials. It has to be raised early — which is why we put it near the top of the list.

How does floorplan financing affect diligence?

Heavily — floorplan drives the working capital a buyer must fund, and the closing peg turns on it. Aged inventory and curtailments can quietly erode value. Cleaning up the floorplan and inventory accounting and modeling the peg keeps the post-close true-up from clawing back part of your price.

Can you help me acquire a boat dealership?

Yes. Buy-side, we test the target's fixed-operations margin, floorplan and inventory accounting, and F&I compliance, and coordinate OEM and lender consents — so you know what you're buying before you commit.

I have a controller. Do I still need this?

If your controller has run a dealership sale and can manage OEM consents, floorplan diligence, and buyer Q&A on top of the day job, maybe not. If not, that deal-specific coordination is exactly what we handle.

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