SEC Comment Letter 0000000000-24-011316 to ASBURY AUTOMOTIVE GROUP INC (ABG)
ASBURY AUTOMOTIVE GROUP INC
Date: Oct. 7, 2024 · CIK: 0001144980 · Accession: 0000000000-24-011316
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File numbers found in text: 001-31262
Letter
October 7, 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 Furnished August 2, 2024 File No. 001-31262 Dear Michael Welch: We have reviewed your September 30, 2024 response to our comment letter 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. Unless we note otherwise, any references to prior comments are to comments in our September 11, 2024 letter. Form 8-K Furnished August 2, 2024 Form 10-Q for Fiscal Quarter Ended June 30, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations, page 15 Refer to your response to prior comment 1 that you believe the impact of the CDK Global cyber incident was not material to your operations and otherwise did not require further disclosure in the Form 10-Q beyond what was disclosed. The negative impact to your earnings per share for the quarter ended June 30, 2024 of $.95 to $1.15 per diluted share disclosed in your earnings release for the second quarter of fiscal 2024 appears material in that it represented 68% to 83% of your reported diluted per share amount for the quarter. We note numerous references in the June 30, 2024 Form 1.
October 7, 2024 Page 2 10-Q to the negative impact of the CDK incident and reference to higher accounts payable and floor plan payable balances impacting operating cash flow for the period. To the extent the CDK cyber incident is cited as a factor affecting results of operations and operating cash flows between periods, please quantify the impact so investors may understand its magnitude and relative impact. Refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting Releases) for guidance. Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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October 7, 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 Furnished August 2, 2024
File No. 001-31262
Dear Michael Welch:
We have reviewed your September 30, 2024 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in our
September 11, 2024 letter.
Form 8-K Furnished August 2, 2024
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 15
Refer to your response to prior comment 1 that you believe the impact of the CDK
Global cyber incident was not material to your operations and otherwise did not
require further disclosure in the Form 10-Q beyond what was disclosed. The negative
impact to your earnings per share for the quarter ended June 30, 2024 of $.95 to $1.15
per diluted share disclosed in your earnings release for the second quarter of fiscal
2024 appears material in that it represented 68% to 83% of your reported diluted per
share amount for the quarter. We note numerous references in the June 30, 2024 Form 1.
October 7, 2024
Page 2
10-Q to the negative impact of the CDK incident and reference to higher accounts
payable and floor plan payable balances impacting operating cash flow for the period.
To the extent the CDK cyber incident is cited as a factor affecting results of
operations and operating cash flows between periods, please quantify the impact so
investors may understand its magnitude and relative impact. Refer to section III.D of
Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting
Releases) for guidance.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services