UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 27, 2006
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Asbury Automotive Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
5511 01-0609375
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(Commission File Number) (IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(212) 885-2500
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On January 27, 2006, management and the Audit Committee of the Board of
Directors of Asbury Automotive Group, Inc. (the "Company") concluded to amend
and restate the Company's Form 10-K for the fiscal year ended 2004 and its Forms
10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005
to reflect certain information described below in conformity with Statement of
Financial Accounting Standards No. 95 "Statement of Cash Flows" ("SFAS No. 95").
The change in presentation to conform to SFAS No. 95 has no effect on previously
reported net income, earnings per share, stockholders' equity or the Company's
conclusion that its disclosure controls and procedures were effective as
reflected in any of the Company's previously issued financial statements.
Furthermore, certain of the Company's industry peers have also changed the
presentation of their financial statements to similarly conform to SFAS No. 95,
which has also resulted in such peers filing amended and restated financial
statements with the Securities and Exchange Commission.
The Company finances substantially all of its new and a portion of its
used vehicle inventories under revolving floor plan notes payable with various
lenders. Consistent with industry practice, the Company previously reported all
cash flows arising in connection with changes in floor plan notes payable as an
operating activity in its consolidated statements of cash flows and all amounts
due under its floor plan lines under the caption "Floor plan notes payable" in
its consolidated balance sheets.
The amended financial statements will revise the Company's consolidated
balance sheet to reflect floor plan notes payable to lending institutions
affiliated with vehicle manufacturers separately from floor plan notes payable
to lending institutions not affiliated with vehicle manufacturers. The Company
will also revise its consolidated statements of cash flows to reflect borrowings
and repayments from lenders not affiliated with vehicle manufacturers as cash
flows from financing activities with gross borrowings reflected separately from
gross repayments. In light of the foregoing, previously issued financial
statements and related reports of the Company's independent auditors should no
longer be relied upon.
The Company is still compiling the effect of this classification change
on its consolidated statements of cash flows and consolidated balance sheets and
will include a reconciliation of the previously reported amounts in its amended
filings. The amendments will also amend the Company's financial statements to
reflect entities that have become discontinued operations through September 30,
2005. The Company plans to file these amendments as soon as practicable.
The Company's Audit Committee has discussed the matters disclosed in
this Form 8-K with Deloitte & Touche LLP, the Company's registered public
accountants.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASBURY AUTOMOTIVE GROUP, INC.
Date: February 2, 2006 By: /s/ Kenneth B. Gilman
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Name: Kenneth B. Gilman
Title: President and Chief Executive Officer