SEC Comment Letter 0000000000-24-010253 to ASBURY AUTOMOTIVE GROUP INC (ABG)
ASBURY AUTOMOTIVE GROUP INC
Date: Sept. 11, 2024 · CIK: 0001144980 · Accession: 0000000000-24-010253
AI Filing Summary & Sentiment
Letter
September 11, 2024 Michael Welch Chief Financial Officer Asbury Automotive Group Inc. 2905 Premiere Parkway NW Suite 300 Duluth, GA 30097 Re:Asbury Automotive Group Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended June 30, 2024 Form 8-K Furnishd August 2, 2024 Dear Michael Welch: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-Q for Fiscal Quarter Ended June 30, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations CDK Outage, page 28 1.In Exhibit 99.1 of your Form 8-K furnished August 2, 2024 you disclosed your estimated earnings per share for the quarter ended June 30, 2024 were negatively impacted between $0.95 and $1.15 diluted share by the CDK Global cyber incident. This impact appears material to you. However, we did not note similar disclosure in this Form 10-Q or whether you expect any continuing impact. To the extent material, please expand your disclosure to quantify the impact on your historical results and whether the incident is expected to continue to impact your operations and results in future periods. Refer to Item 303 of Regulation S-K.
September 11, 2024 Page 2 Form 8-K Furnished August 2, 2024 Exhibit 99.1 Supplemental Disclosures, page 14 2.You present the non-GAAP measures Pro Forma Adjusted EBITDA and Pro Forma net leverage ratio. Please confirm to us and disclose whether these measures are determined in accordance with the requirements of Article 11 of Regulation S-X. Also, disclose how these measures are used by management in managing and monitoring the performance of your business and the how they provide useful information to investors. Refer to Question 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(C) and (D) of Regulation S-K. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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September 11, 2024
Michael Welch
Chief Financial Officer
Asbury Automotive Group Inc.
2905 Premiere Parkway NW
Suite 300
Duluth, GA 30097
Re:Asbury Automotive Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Form 8-K Furnishd August 2, 2024
Dear Michael Welch:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
CDK Outage, page 28
1.In Exhibit 99.1 of your Form 8-K furnished August 2, 2024 you disclosed your estimated
earnings per share for the quarter ended June 30, 2024 were negatively impacted between
$0.95 and $1.15 diluted share by the CDK Global cyber incident. This impact appears
material to you. However, we did not note similar disclosure in this Form 10-Q or
whether you expect any continuing impact. To the extent material, please expand your
disclosure to quantify the impact on your historical results and whether the incident is
expected to continue to impact your operations and results in future periods. Refer to Item
303 of Regulation S-K.
September 11, 2024
Page 2
Form 8-K Furnished August 2, 2024
Exhibit 99.1
Supplemental Disclosures, page 14
2.You present the non-GAAP measures Pro Forma Adjusted EBITDA and Pro Forma net
leverage ratio. Please confirm to us and disclose whether these measures are determined
in accordance with the requirements of Article 11 of Regulation S-X. Also, disclose how
these measures are used by management in managing and monitoring the performance of
your business and the how they provide useful information to investors. Refer to
Question 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures and Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services