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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):
February 27, 2003

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
Three Landmark Square, Suite 500, Stamford, CT	06901
(Address of principal executive offices)	(Zip Code)

(203) 356-4400

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

(c) Exhibits


Exhibit No.	Description
99.1	Press release dated February 27, 2003, announcing fourth quarter and 2002 financial results

Item 9. Regulation FD Disclosure.

The registrant issued a press release on February 27, 2003, announcing its fourth quarter and 2002 financial results, which press release is attached hereto as exhibit 99.1.

SIGNATURES

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 27, 2003	By: Kenneth B. Gilman
	Name: Kenneth B. Gilman
	Title: Chief Executive Officer

EXHIBIT INDEX


Exhibit No.	Description
99.1	Press release dated February 27, 2003, entitled "Asbury Automotive Group Reports Fourth Quarter and 2002 Financial Results."

EXHIBIT 99.1


ASBURY	Contact Information: Stacey Yonkus
Automotive Group	Asbury Automotive
	203-356-4424
	investor@asburyauto.com

ASBURY AUTOMOTIVE GROUP REPORTS

FOURTH QUARTER AND 2002 FINANCIAL RESULTS

STAMFORD, Conn. – February 27, 2003 – 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 fourth quarter and year ended December 31, 2002.

Net income from continuing operations for the quarter was $6.2 million, or $0.18 per share. Asbury’s quarterly net income totals for 2002 are not comparable with those from 2001 due to Asbury’s conversion from a partnership to a “C” corporation in conjunction with the Company’s initial public offering in 2002. Income from continuing operations before taxes and minority interest was $10.2 million for the fourth quarter of 2002, compared with $12.9 million in the fourth quarter of 2001 (adjusted to exclude goodwill amortization). The decline reflects lower new and used retail vehicle sales and increased expenses.

The Company’s total revenues for the quarter were approximately $1.1 billion, down 2% from the same period a year ago. On a same-store basis, total retail revenues were down 5.7%, while same-store retail gross profit was down 3.7%. As a percent of revenue, gross profit for the quarter increased to 15.8% as compared to 15.6% a year ago, both on a same-store and GAAP basis. New vehicle retail revenues decreased 4.4%, while the related gross profit decreased 11.7%. Used vehicle retail revenue decreased 5.2%, while the related gross profit decreased 5.5%. Parts and service revenues increased 6.1%, while the related gross profit increased 8.3%. Net finance and insurance (F&I) revenue increased 5.4%, while F&I profit per vehicle retailed rose 14.7% to $765.

President and CEO Kenneth B. Gilman said, “Although our retail vehicle sales were down for the quarter, roughly in-line with industry trends, we were very pleased with the continued robust performance in our parts and service operations and our finance and insurance business. These businesses truly provide a strong element of stability to our bottom line. An 8% increase in parts and service gross profit and a 15% gain in finance and insurance profit per vehicle retailed are real accomplishments. The increased contributions from these areas enabled us to achieve a higher gross margin overall for the quarter.”

For the full year 2002, pro-forma net income from continuing operations was $46.1 million, or $1.36 per share. This excludes a non-recurring deferred income tax provision required by SFAS 109 related to Asbury’s change in tax status from a limited liability company to a “C” corporation, and assumes that the Company was a publicly traded “C” corporation for the entire period. On a GAAP basis, without giving effect to these adjustments, income from continuing operations for 2002 was $39.9 million, or $1.21 per share. Income from continuing operations before taxes, minority interest and extraordinary loss was $76.6 million, up 29% from 2001 after adjusting for goodwill amortization. Revenues for the year were approximately $4.5 billion, up 7% from 2001.

Pro-forma net income from continuing operations for the full year 2002 included $0.13 per share in net costs attributable to the Company’s Price 1 used car pilot program. Mr. Gilman said, “Price 1‘s impact on the fourth quarter was approximately $0.03 per share, in-line with our projections. We continue to believe the upside potential of Price 1 offers an attractive risk/reward trade-off.”

The Company also reported that Deloitte & Touche L.L.P. has completed its previously announced re-audit of the Company’s financial statements for 2001 and 2000 for inclusion in the Company’s 2002 filing on Form 10-K to be filed in March 2003. No prior year restatements will be required as a result of this re-audit. The re-audit was required based on guidance by the Auditing Standards Board for companies with both discontinued operations and previously issued financial statements that were audited by a firm that has ceased to exist.

Mr. Gilman continued, “For 2003, we are still fundamentally optimistic about the industry sales outlook. Notwithstanding the obvious geopolitical factors beyond our control, there are powerful forces at work that we believe should help sustain auto sales at a relatively high level. These include ongoing manufacturer incentives, affordability and demographic trends, and the industry’s exceptional new product pipeline. Based on new light vehicle sales for 2003 of about 16 million units, and in view of our diverse income streams (excluding the potential contribution from acquisitions), we are now targeting 2003 earnings per share in a range between $1.50 and $1.60.”

The Company noted that its 2003 earnings guidance does not include the impact of the pending Bob Baker Auto Group acquisition or any additional 2003 acquisitions. On a pro-forma annual basis, the full impact of the Baker acquisition is expected to add earnings of approximately $0.13 to $0.15 per share. Although Asbury continues to move forward with the expectation that this transaction will close, the Company can make no assurances as to the timing or completion of this transaction.

“Longer term,” Mr. Gilman concluded, “we continue to believe that Asbury is capable of increasing its earnings at least 15% annually, on average, over the next several years – 8% organically and 7% through acquisitions. Our franchises are weighted toward luxury and mid-line import brands, and are well-positioned in attractive regional markets across the United States. With a business model geared toward making Asbury an ‘acquirer of choice,’ our primary operating goal this year will be on maintaining a strong level of discipline across our platforms and throughout the Company, focusing on expenses, new vehicle market share and overall customer satisfaction. During 2003 we will be working with our platform management on these objectives, driving results in a consistent manner to enable us to meet the earnings guidance we are announcing today.”

About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of the largest automobile retailers in the U.S., with 2002 revenues of $4.5 billion. Built through a combination of organic growth and a series of strategic acquisitions over the past six years, Asbury now operates through nine geographically concentrated, individually branded “platforms.” These platforms operate 93 retail auto stores, encompassing 131 franchises for the sale and servicing of 36 different brands of American, European and Asian automobiles. Asbury believes that its product mix includes one of the highest proportions of luxury and mid-line import brands among leading public U.S. automotive retailers. The Company 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, projections and guidance regarding the Company’s financial position, results of operations, market position, product development, pending and 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 substantial indebtedness, risks related to pending and potential future acquisitions, general economic conditions both nationally and locally and governmental regulations and legislation. 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. These and other risk factors are discussed in the Company’s registration statement on Form S-1 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

	December 31,		December 31,
ASSETS	2002		2001
	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	22,613	$	60,506
Contracts-in-transit		91,190		93,044
Accounts receivable, net		96,090		81,347
Inventories		604,792		496,054
Prepaid and other current assets		35,817		26,663

Total current assets		850,502		757,614
PROPERTY AND EQUIPMENT, net		286,930		256,402
GOODWILL, net		402,133		392,856
OTHER ASSETS		66,079		58,141

Total assets	$	1,605,644	$	1,465,013

LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY
CURRENT LIABILITIES:
Floor plan notes payable	$	540,419	$	451,375
Short-term debt		-		10,000
Current maturities of long-term debt		35,009		35,789
Accounts payable and accrued liabilities		114,535		112,833

Total current liabilities		689,963		609,997
LONG-TERM DEBT		440,143		492,548
OTHER LIABILITIES		45,677		14,561
STOCKHOLDERS'/MEMBERS' EQUITY		429,861		347,907

Total liabilities and stockholders'/members' equity	$	1,605,644	$	1,465,013

ASBURY AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands except per share data)
(unaudited)

	For the Three Months Ended						For the Twelve Months Ended
							December 31,			December 31,			December 31,
	December 31,			December 31,			2002			2001			2001
	2002			2001			Pro Forma (a)			Actual (b)			Actual
REVENUES:
New vehicle	$	641,948		$	673,676		$	2,667,393		$	2,667,393		$	2,497,515
Used vehicle		285,148			283,909			1,195,613			1,195,613			1,119,692
Parts, service and collision repair		126,515			119,200			505,813			505,813			473,355
Finance and insurance, net		27,984			26,554			117,219			117,219			103,352

Total revenues		1,081,595			1,103,339			4,486,038			4,486,038			4,193,914
COST OF SALES:
New vehicle		591,696			616,818			2,451,301			2,451,301			2,292,379
Used vehicle		260,505			257,996			1,089,102			1,089,102			1,020,212
Parts, service and collision repair		58,688			56,575			238,725			238,725			228,203

Total cost of sales		910,889			931,389			3,779,128			3,779,128			3,540,794

GROSS PROFIT		170,706			171,950			706,910			706,910			653,120
OPERATING EXPENSES:
Selling, general and administrative		139,412			136,674			550,615			550,615			502,730
Depreciation and amortization		6,474			7,853			23,928			23,928			30,344

Income from operations		24,820			27,423			132,367			132,367			120,046
OTHER INCOME (EXPENSE):
Floor plan interest expense		(4,816	)		(4,390	)		(17,947	)		(17,947	)		(26,443	)
Other interest expense		(9,674	)		(10,460	)		(38,423	)		(38,423	)		(44,491	)
Interest income		255			291			1,200			1,200			2,499
Net losses from unconsolidated entities		-			(2,248	)		(100	)		(100	)		(3,248	)
Other income (expense)		(339	)		272			(493	)		(493	)		1,527

Total other expense, net		(14,574	)		(16,535	)		(55,763	)		(55,763	)		(70,156	)

Income before income taxes, minority interest,
extraordinary loss and discontinued operations		10,246			10,888			76,604			76,604			49,890
INCOME TAX PROVISION:
Income tax expense		4,079			797			30,488			25,189			4,980
Tax adjustment upon conversion from an L.L.C. to a "C"
corporation		-			-			-			11,553			-
MINORITY INTEREST		-			411			-			-			1,240

Income before extraordinary loss and discontinued
operations		6,167			9,680			46,116			39,862			43,670
EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT		-			-			-			-			(1,433	)
DISCONTINUED OPERATIONS, net of tax		(669	)		644			-			(1,777	)		1,945

Net income	$	5,498		$	10,324		$	46,116		$	38,085		$	44,182


EARNINGS PER COMMON SHARE:
Basic and Diluted
Income from continuing operations	$	0.18	$	1.36	$	1.21

Net income	$	0.16	$	1.36	$	1.15


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic	33,810	33,952	33,065

Diluted	33,810	33,960	33,073

(a)

Pro forma column includes a tax provision as if the Company were a “C” corporation for the entire year as well as assumes that all shares were outstanding for the full year. This column excludes a one-time charge to establish a net deferred tax liability upon the Company’s conversion to a “C” corporation as required by SFAS 109.

(b)	Reconciliation of GAAP net income to pro forma net income:

	Dollars			EPS
GAAP net income	$	38,085		$	1.15
Tax adjustment upon conversion from an L.L.C. to a "C" corporation		11,553			0.35
Pro forma income tax charge		(5,299	)(c)		(0.16	)
Discontinued operations		1,777			0.05
Impact of the increase in pro forma shares outstanding		-			(0.03	)

Pro forma net income from continuing operations		46,116		$	1.36

ASBURY AUTOMOTIVE GROUP, INC.
SELECTED DATA
(dollars in thousands, except per unit data)
(unaudited)

	GAAP Results For the Three Months Ended						Same Store Results for the Three Months Ended						GAAP Results For the Twelve Months Ended						Same Store Results for the Twelve Months Ended
	December 31,						December 31,						December 31,						December 31,
	2002			2001			2002			2001			2002			2001			2002			2001
RETAIL UNITS:
New		22,331			24,436			21,937			24,427			96,282			94,050			91,872			93,635
Used		14,267			15,368			13,407			15,368			60,166			59,725			55,176			59,509

Total		36,598			39,804			35,344			39,795			156,448			153,775			147,048			153,144
REVENUE:
New retail	$	631,592		$	660,796		$	620,653		$	660,627		$	2,624,066		$	2,459,768		$	2,497,334		$	2,451,247
Used retail		217,914			229,809			206,493			229,809			914,471			879,076			839,631			875,977
Parts, service and collision
repair		126,515			119,200			123,489			119,087			505,813			473,355			482,540			471,346
Finance and insurance, net		27,984			26,554			27,057			26,744			117,219			103,352			111,849			103,184
Fleet		10,356			12,880			10,297			12,880			43,327			37,747			34,014			37,747
Wholesale		67,234			54,100			59,811			54,082			281,142			240,616			254,505			239,790
Total		1,081,595			1,103,339			1,047,800			1,103,229			4,486,038			4,193,914			4,219,873			4,179,291

GROSS PROFIT:
New retail	$	44,290		$	50,477		$	43,594		$	50,465		$	191,262		$	179,635		$	182,136		$	179,165
Used retail		25,496			26,993			24,036			26,992			109,782			102,752			101,729			102,420
Parts, Service and collision
repair		67,827			62,625			66,254			62,592			267,088			245,152			252,781			244,282

Finance and Insurance, net		27,984			26,554			27,057			26,744			117,219			103,352			111,849			103,184
Fleet		446			481			442			481			1,441			2,170			1,229			2,171
Wholesale		(853	)		(1,080	)		(923	)		(1,075	)		(3,271	)		(3,272	)		(2,704	)		(3,165	)
Floor Plan Interest Credit		5,516			5,900			5,388			5,899			23,389			23,331			22,081			23,259

Total		170,706			171,950			165,848			172,098			706,910			653,120			669,101			651,316
GROSS MARGIN %:
New retail (including floor plan
interest credit)		7.9	%		8.5	%		7.9	%		8.5	%		8.2	%		8.3	%		8.2	%		8.3	%
Used retail		11.7	%		11.7	%		11.6	%		11.7	%		12.0	%		11.7	%		12.1	%		11.7	%
Parts, service and collision
repair		53.6	%		52.5	%		53.7	%		52.6	%		52.8	%		51.8	%		52.4	%		51.8	%
Finance and insurance, net		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Total		15.8	%		15.6	%		15,8	%		15.6	%		15.8	%		15.6	%		15.9	%		15.6	%
GROSS PROFIT PER UNIT:
New retail (including floor plan
interest credit)	$	2,230		$	2,307		$	2,233		$	2,307		$	2,229		$	2,158		$	2,223		$	2,162
Used retail		1,787			1,756			1,793			1,756			1,825			1,720			1,844			1,721

Weighted average		2,058			2,095			2,066			2,095			2,074			1,988			2,081			1,991
F & I PVR	$	765		$	667		$	766		$	672		$	749		$	672		$	761		$	674
EBITDA (a)	$	26,394		$	31,449		$	26,741		$	33,364		$	139,055		$	127,973		$	133,795		$	131,937
EBITDA %		2.4	%		2.9	%		2.6	%		3.0	%		3.1	%		3.1	%		3.2	%		3.2	%
OPERATING INCOME %		2.3	%		2.5	%		2.6	%		2.6	%		3.0	%		2.9	%		3.2	%		3.0	%
CAPITAL EXPENDITURES	$	19,375		$	11,281								$	57,477		$	50,032
FREE CASH FLOW (b)	($	21,150	)	$	11,786								$	10,629		$	46,493

	December 31, 2002		December 31, 2001
CAPITALIZATION:
Long-term debt (including current portion)	$	475,152	$	528,337
Stockholders'/members' equity		429,861		347,907

Total	$	905,013	$	876,244

(a)	EBITDA is defined as earnings before income taxes, minority interest, extraordinary loss, discontinued operations, other interest expense, depreciation and amortization and net losses from unconsolidated affiliates.

(b)	Free cash flow is defined as net cash provided by operating activities less capital expenditures.