Business Context and Reporting Period
Company: Asbury Automotive Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 5, 2008
Context: The filing reports a change in the Company's independent registered public accountants coinciding with the relocation of its headquarters to Duluth, Georgia.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly procedural regarding the appointment of auditors.
Material Changes
- Termination of Auditor: The Audit Committee terminated its relationship with Deloitte & Touche LLP (D&T) as the independent registered public accountant for the fiscal year ending December 31, 2009.
- Appointment of New Auditor: Ernst & Young LLP (E&Y) was selected to audit the consolidated financial statements for the fiscal year ending December 31, 2009.
- Transition Period: D&T will continue to serve as the independent registered public accountant until the completion of the audit for the fiscal year ending December 31, 2008.
Management Commentary, Risks, and Contingencies
- Reason for Change: The change was driven by the need for an auditor with local capability in Georgia following the headquarters relocation.
- Disagreements: There were no disagreements with D&T on accounting principles, practices, financial statement disclosure, or auditing scope and procedures during the periods covered by their reports or through December 10, 2008.
- Reportable Events: No reportable events as defined in Item 304(a)(1)(v) of Regulation S-K occurred during the relevant periods.
- Prior Audit Opinions: D&T's reports for fiscal years 2006 and 2007 did not contain adverse opinions, disclaimers, or qualifications, except for an explanatory paragraph in the 2008 report regarding the adoption of FASB Interpretation No. 48.
- Consultation with New Auditor: The Company had no prior consultations with E&Y regarding accounting principles or audit opinions prior to their selection.
- Stockholder Ratification: The selection of E&Y will be presented to stockholders for ratification at the 2009 Annual Meeting.
Investor Verification Checklist
- Verify the completion date of the 2008 audit by D&T to confirm the exact date of dismissal.
- Confirm the ratification of Ernst & Young LLP at the 2009 Annual Meeting of Stockholders.
- Review the attached letter from Deloitte & Touche LLP (Exhibit 16.1) for any additional context on the transition.
- Monitor future filings for the specific date of D&T's dismissal as required by Regulation S-K.