8-K

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):

April 24, 2008

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

5511	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(212) 885-2500

(Registrant’s telephone number, including area code)

None

(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 2.02 Results of Operations and Financial Conditions.

Asbury Automotive Group, Inc. (the “Company”) issued its first quarter 2008 earnings release on April 24, 2008, announcing its financial results for the three months ended March 31, 2008. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report.

Item 7.01 Regulation FD Disclosure.

A copy of the earnings release announcing the Company’s financial results for the three months ended March 31, 2008, as identified under Item 2.02, is being furnished as Exhibit 99.1 to this Report and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 24, 2008.

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: April 24, 2008	By:	/s/ Charles R. Oglesby
	Name:	Charles R. Oglesby
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 24, 2008.

EX-99.1

	Investors May Contact:
	Keith R. Style
	V.P.-Finance and Investor Relations
	(212) 885-2530
	investor@asburyauto.com
	Reporters May Contact:
	Stephanie Lowenthal
	RF|Binder Partners
	(212) 994-7619
	Stephanie.Lowenthal@RFBinder.com

Asbury Automotive Group Reports First Quarter Financial Results

New York, NY, April 24, 2008 – Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today reported financial results for the first quarter ended March 31, 2008.

Income from continuing operations for the first quarter was $11.2 million, or $0.35 per diluted share, compared to adjusted income from continuing operations of $15.2 million, or $0.44 per diluted share, in last year’s quarter. Last year’s results have been adjusted for non-core items, as disclosed in the attached tables, including $0.32 per diluted share in charges related to a debt refinancing and $0.05 per share related to the retirement of the Company’s previous CEO. Including these items, income from continuing operations in last year’s first quarter was $2.3 million, or $0.07 per diluted share. Net income for the first quarter totaled $10.5 million, or $0.33 per diluted share, compared with $0.4 million, or $0.01 per diluted share, in last year’s quarter, including the non-core items discussed above.

President and CEO Charles R. Oglesby said, “Our performance for the quarter reflected a soft environment for vehicle sales, especially in Florida and California, as well as weather conditions during March in several of our markets that disrupted our operations, particularly in parts and service. However, our expense reduction initiatives delivered in excess of plan, partially offsetting our lower gross profit and keeping us on target with our previous guidance range for 2008 diluted earnings per share of $1.80 to $2.00.”

J. Gordon Smith, Senior Vice President and CFO, added, “We made further progress during the first quarter in aligning expenses with our reduced gross profit levels. Same-store personnel and advertising costs were down 6% and 15%, respectively, from a year ago. While the near-term outlook for vehicle sales is clearly challenging, we believe that our expense reductions have put Asbury in a good position to weather the storm.”

Mr. Oglesby concluded, “Despite the current weakness in the new vehicle market, the longer term demographic trends continue to be favorable for Asbury. Census data shows that the population in 17 of our 22 local markets, representing 83% of our total revenue, grew faster than the national average in 2007. And, during the first quarter of 2008, U.S. vehicle sales continued to migrate towards mid-line import brands, which now make up 60% of Asbury’s new vehicle retail sales. We remain committed to our long-term strategy, building on our foundation of strong brands and growing markets through selective acquisitions, and continuing to return capital to our shareholders through our dividend.”

Asbury will host a conference call to discuss its first quarter results this afternoon at 2:00 p.m. Eastern Time. The call will be simulcast live on the Internet and can be accessed by logging onto http://www.asburyauto.com or http://www.ccbn.com. In addition, a live audio of the call will be accessible to the public by calling (888) 632-5023 (domestic), or (913) 312-0656 (international); no access code is necessary. Callers should dial in approximately 5-10 minutes before the call begins.

About Asbury Automotive Group

Asbury Automotive Group, Inc. (“Asbury”), headquartered in New York City, is one of the largest automobile retailers in the U.S. Built through a combination of organic growth and a series of strategic acquisitions, Asbury currently operates 90 retail auto stores, encompassing 122 franchises for the sale and servicing of 36 different brands of American, European and Asian automobiles. Asbury offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts.

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to goals, plans, earnings guidance, acquisition performance and projections regarding the Company’s financial position, results of operations, market position, potential future acquisitions and business strategy. These statements are based on management’s current expectations and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, the Company’s relationships with vehicle manufacturers and other suppliers, risks associated with the Company’s indebtedness, risks related to future acquisitions, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation and the Company’s ability to execute certain operational strategies. There can be no guarantees that the Company’s plans for future operations will be successfully implemented or that they will prove to be commercially successful or that the Company will be able to continue paying dividends in the future at the current rate or at all. These and other risk factors are discussed in the Company’s annual report on Form 10-K and in its other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

[Tables Follow]

Asbury Automotive Group, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended March 31,
	2008			2007
REVENUES:
New vehicle	$	737.2		$	815.1
Used vehicle		326.1			373.6
Parts and service		183.5			173.2
Finance and insurance, net		38.6			38.2
Total revenues		1,285.4			1,400.1
COST OF SALES:
New vehicle		688.7			756.1
Used vehicle		297.7			337.8
Parts and service		90.3			84.2
Total cost of sales		1,076.7			1,178.1
GROSS PROFIT		208.7			222.0
OPERATING EXPENSES:
Selling, general and administrative		168.3			171.7
Depreciation and amortization		5.5			5.3
Other operating expense (income), net		(0.3	)		2.7
Income from operations		35.2			42.3
OTHER INCOME (EXPENSE):
Floor plan interest expense		(9.1	)		(11.1	)
Other interest expense		(9.1	)		(11.8	)
Interest income		1.0			2.0
Loss on extinguishment of long-term debt		—			(17.7	)
Total other expense, net		(17.2	)		(38.6	)
Income before income taxes		18.0			3.7
INCOME TAX EXPENSE		6.8			1.4
INCOME FROM CONTINUING OPERATIONS		11.2			2.3
DISCONTINUED OPERATIONS, net of tax		(0.7	)		(1.9	)
NET INCOME	$	10.5		$	0.4
EARNINGS PER COMMON SHARE:
Basic-
Continuing operations	$	0.35		$	0.07
Discontinued operations		(0.02	)		(0.06	)
Net Income	$	0.33		$	0.01
Diluted-
Continuing operations	$	0.35		$	0.07
Discontinued operations		(0.02	)		(0.06	)
Net Income	$	0.33		$	0.01
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		31.8			33.3
Diluted		32.3			34.2

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	As Reported for the Three Months Ended March 31,										Increase			%
	2008					2007					(Decrease)			Change
VEHICLES SOLD:
New retail units—light vehicles		21,910					23,020					(1,110	)	(5	)%
New retail units—heavy trucks		607					1,017					(410	)	(40	)%
Total new retail units		22,517					24,037					(1,520	)	(6	)%
Fleet units		1,631					2,575					(944	)	(37	)%
Total new units		24,148					26,612					(2,464	)	(9	)%
Used retail units		13,889					16,369					(2,480	)	(15	)%
REVENUE:
New retail—light vehicles	$	666.9		51.9	%	$	708.3		50.6	%	$	(41.4	)	(6	)%
New retail—heavy trucks		36.6		2.8	%		58.7		4.2	%		(22.1	)	(38	)%
Total new retail		703.5		54.7	%		767.0		54.8	%		(63.5	)	(8	)%
Used retail		251.9		19.6	%		292.9		20.9	%		(41.0	)	(14	)%
Parts and service		183.5		14.3	%		173.2		12.4	%		10.3		6	%
Finance and insurance, net		38.6		3.0	%		38.2		2.7	%		0.4		1	%
Total retail revenue		1,177.5					1,271.3					(93.8	)	(7	)%
Fleet		33.7		2.6	%		48.1		3.4	%		(14.4	)	(30	)%
Wholesale		74.2		5.8	%		80.7		5.8	%		(6.5	)	(8	)%
Total revenue	$	1,285.4		100.0	%	$	1,400.1		100.0	%	$	(114.7	)	(8	)%
GROSS PROFIT
New retail—light vehicles	$	46.3		22.2	%	$	54.7		24.6	%	$	(8.4	)	(15	)%
New retail—heavy trucks		1.7		0.8	%		3.2		1.4	%		(1.5	)	(47	)%
Total new retail		48.0		23.0	%		57.9		26.0	%		(9.9	)	(17	)%
Used retail		28.8		13.8	%		35.3		15.9	%		(6.5	)	(18	)%
Parts and service		93.2		44.7	%		89.0		40.2	%		4.2		5	%
Finance and insurance, net		38.6		18.5	%		38.2		17.2	%		0.4		1	%
Total retail gross profit		208.6					220.4					(11.8	)	(5	)%
Fleet		0.5		0.2	%		1.1		0.5	%		(0.6	)	(55	)%
Wholesale		(0.4	)	(0.2	)%		0.5		0.2	%		(0.9	)	(180	)%
Total gross profit	$	208.7		100.0	%	$	222.0		100.0	%	$	(13.3	)	(6	)%
SG&A expenses	$	168.3				$	171.7				$	(3.4	)	(2	)%
SG&A expenses as a percentage of gross profit		80.6	%				77.3	%				3.3		4	%
REVENUE PER VEHICLE RETAILED:
New retail—light vehicles	$	30,438				$	30,769				$	(331	)	(1	)%
New retail—heavy trucks		60,297					57,719					2,578		5	%
Used retail		18,137					17,894					243		1	%
GROSS PROFIT PER VEHICLE RETAILED:
New retail—light vehicles	$	2,113				$	2,376				$	(263	)	(11	)%
New retail—heavy trucks		2,801					3,147					(346	)	(11	)%
Used retail		2,074					2,157					(83	)	(4	)%
Finance and insurance, net		1,060					945					115		12	%
GROSS PROFIT MARGIN:
New retail—light vehicles		6.9	%				7.7	%				(0.8	)%	(10	)%
New retail—heavy trucks		4.6	%				5.5	%				(0.9	)%	(16	)%
Used retail		11.4	%				12.1	%				(0.7	)%	(6	)%
Parts and service		50.8	%				51.4	%				(0.6	)%	(1	)%
Total – light vehicles		16.4	%				16.2	%				0.2	%	1	%
Total		16.2	%				15.9	%				0.3	%	2	%

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	Same Store for the Three Months Ended March 31,										Increase			%
	2008					2007					(Decrease)			Change
VEHICLES SOLD:
New retail units—light vehicles		20,700					23,020					(2,320	)	(10	)%
New retail units—heavy trucks		607					1,017					(410	)	(40	)%
Total new retail units		21,307					24,037					(2,730	)	(11	)%
Fleet units		1,619					2,575					(956	)	(37	)%
Total new units		22,926					26,612					(3,686	)	(14	)%
Used retail units		13,362					16,369					(3,007	)	(18	)%
REVENUE:
New retail—light vehicles	$	628.4		51.4	%	$	708.3		50.6	%	$	(79.9	)	(11	)%
New retail—heavy trucks		36.6		3.0	%		58.7		4.2	%		(22.1	)	(38	)%
Total new retail		665.0		54.4	%		767.0		54.8	%		(102.0	)	(13	)%
Used retail		241.6		19.8	%		292.9		20.9	%		(51.3	)	(18	)%
Parts and service		175.2		14.3	%		173.2		12.4	%		2.0		1	%
Finance and insurance, net		37.3		3.0	%		38.2		2.7	%		(0.9	)	(2	)%
Total retail revenue		1,119.1					1,271.3					(152.2	)	(12	)%
Fleet		33.4		2.7	%		48.1		3.4	%		(14.7	)	(31	)%
Wholesale		70.7		5.8	%		80.7		5.8	%		(10.0	)	(12	)%
Total revenue	$	1,223.2		100.0	%	$	1,400.1		100.0	%	$	(176.9	)	(13	)%
GROSS PROFIT
New retail—light vehicles	$	43.2		21.7	%	$	54.7		24.6	%	$	(11.5	)	(21	)%
New retail—heavy trucks		1.7		0.9	%		3.2		1.4	%		(1.5	)	(47	)%
Total new retail		44.9		22.6	%		57.9		26.0	%		(13.0	)	(22	)%
Used retail		27.8		14.0	%		35.3		15.9	%		(7.5	)	(21	)%
Parts and service		88.8		44.6	%		89.0		40.2	%		(0.2	)	—
Finance and insurance, net		37.3		18.8	%		38.2		17.2	%		(0.9	)	(2	)%
Total retail gross profit		198.8					220.4					(21.6	)	(10	)%
Fleet		0.5		0.2	%		1.1		0.5	%		(0.6	)	(55	)%
Wholesale		(0.5	)	(0.2	)%		0.5		0.2	%		(1.0	)	(200	)%
Total gross profit	$	198.8		100.0	%	$	222.0		100.0	%	$	(23.2	)	(10	)%
SG&A expenses	$	161.0				$	171.7				$	(10.7	)	(6	)%
SG&A expenses as a percentage of gross profit		81.0	%				77.3	%				3.7		5	%
REVENUE PER VEHICLE RETAILED:
New retail—light vehicles	$	30,357				$	30,769				$	(412	)	(1	)%
New retail—heavy trucks		60,297					57,719					2,578		4	%
Used retail		18,081					17,894					187		1	%
GROSS PROFIT PER VEHICLE RETAILED:
New retail—light vehicles	$	2,087				$	2,376				$	(289	)	(12	)%
New retail—heavy trucks		2,801					3,147					(346	)	(11	)%
Used retail		2,081					2,157					(76	)	(4	)%
Finance and insurance, net		1,076					945					131		14	%
GROSS PROFIT MARGIN:
New retail—light vehicles		6.9	%				7.7	%				(0.8	)%	(10	)%
New retail—heavy trucks		4.6	%				5.5	%				(0.9	)%	(16	)%
Used retail		11.5	%				12.1	%				(0.6	)%	(5	)%
Parts and service		50.7	%				51.4	%				(0.7	)%	(1	)%
Total – light vehicles		16.5	%				16.2	%				0.3	%	2	%
Total		16.3	%				15.9	%				0.4	%	3	%

Asbury Automotive Group, Inc.

Selected Data

(In millions)

(Unaudited)

	March 31, 2008		December 31, 2007		Increase (Decrease)			% Change
BALANCE SHEET HIGHLIGHTS:
Cash and cash equivalents	$	25.7	$	53.4	$	(27.7	)	(52	)%
New vehicle inventory		653.1		622.6		30.5		5	%
Used vehicle inventory		102.1		101.1		1.0		1	%
Parts inventory		47.8		46.2		1.6		3	%
Total current assets		1,159.5		1,192.4		(32.9	)	(3	)%
Floor plan notes payable		690.0		674.0		16.0		2	%
Total current liabilities		867.1		871.7		(4.6	)	(1	)%
CAPITALIZATION:
Long-term debt (including current portion)	$	475.4	$	475.6	$	(0.2	)	—
Shareholders’ equity		587.1		584.2		2.9		—
Total	$	1,062.5	$	1,059.8	$	2.7		—

Asbury Automotive Group, Inc.

Supplemental Disclosures Regarding Non-GAAP Financial Information

(In millions, except per share data)

(Unaudited)

Our income from continuing operations during 2007 was impacted by retirement benefits expenses associated with the retirement of our former CEO and a loss on extinguishment of long-term debt. We believe that an alternative comparison of our income from continuing operations, as used by management to compare actual results to forecasted results, can be made by adjusting for these items based on the fact that we believe these items are not core dealership operating items and should not be considered when forecasting our future results.

The non-GAAP measure “adjusted income from continuing operations” contains material limitations. Although we believe that retirement benefits expense and losses from the extinguishment of long-term debt are infrequent and although we do not expect to recognize these items in the future we cannot assure you that we will not recognize them in the future. In addition, our income from continuing operations may not be comparable with income from continuing operations of other companies to the extent that other companies recognize similar items in income from continuing operations and do not provide disclosure of the amounts. In order to compensate for these limitations we also review the related GAAP measures.

	As Reported for the Three Months Ended March 31,				Increase (Decrease)			% Change
	2008		2007
Adjusted income from continuing operations
Net income	$	10.5	$	0.4	$	10.1		NM
Discontinued operations, net of tax		0.7		1.9
Income from continuing operations		11.2		2.3		8.9		387	%
Retirement benefits expenses, net of tax		—		1.8
Loss on extinguishment of long-term debt, net of tax		—		11.1
Adjusted income from continuing operations	$	11.2	$	15.2	$	(4.0	)	(26	)%
Adjusted earnings per common share - Diluted
Net income	$	0.33	$	0.01	$	0.32		NM
Discontinued operations, net of tax		0.02		0.06
Income from continuing operations		0.35		0.07	$	0.28		400	%
Adjusting items		—		0.37
Adjusted income from continuing operations	$	0.35	$	0.44	$	(0.09	)	(20	)%
Weighted average common shares outstanding (diluted):		32.3		34.2

ASBURY AUTOMOTIVE GROUP, INC.

Select Data - Brand Mix

Brand Mix as a Percent of Light Vehicle New Retail Unit Sales	For the Three Months Ended March 31,
	2008		2007
Honda/Acura	35	%	33	%
Nissan/Infiniti	20	%	19	%
Toyota/Lexus	15	%	14	%
Ford	8	%	9	%
BMW/Mini	6	%	4	%
General Motors	5	%	6	%
Mercedes	4	%	5	%
Chrysler	4	%	3	%
Other	3	%	7	%
	100	%	100	%