CarMax Reports Third Quarter Results

Dec 19, 2008

Announces Temporary Suspension of Store Growth

RICHMOND, Va.--(BUSINESS WIRE)--Dec. 19, 2008--CarMax, Inc. (NYSE:KMX) today reported results for the third quarter ended November 30, 2008.

    --  Total sales decreased 23% to $1.46 billion from $1.89 billion in the
        third quarter of last year.
    --  Comparable store used unit sales declined 24% for the quarter.
    --  Total used unit sales decreased 17% in the third quarter.
    --  The company reported a net loss of $21.9 million, or $0.10 per diluted
        share, compared with earnings of $29.8 million, or $0.14 per diluted
        share, in the third quarter of fiscal 2008.
        o Results for the third quarter of fiscal 2009 were reduced by $0.12 per
          share for CarMax Auto Finance (CAF) unfavorable items, including a
          write down in the fair value of retained subordinated bonds and
          increases in cumulative net loss assumptions. Earnings for the third
          quarter of fiscal 2008 were reduced by $0.04 per share primarily for
          increases in CAF funding costs related to loans originated in previous
          quarters.

Third Quarter Business Performance Review

Sales. "During the third quarter, the most significant factor affecting our sales was a sharp decline in customer traffic," said Tom Folliard , president and chief executive officer. We believe the slower traffic reflected the weakness in the economy and the stress on consumer spending, which caused many households to take a very conservative approach in anticipation of more difficult times. While traffic fell by slightly more than our 24% decline in comparable store used unit sales, solid execution by our store teams allowed us to improve our conversion rate compared with last year's third quarter. Including the contributions from stores which have been open less than a year, total used unit sales declined 17%.

Our data for the three month period ended October 31 indicates that we modestly gained market share in the late-model used vehicle market. Our used vehicle average selling price decreased 7% compared with the third quarter of fiscal 2008 primarily as a result of the significant industry-wide decline in used car valuations, which reduced our inventory acquisition costs.

Our total wholesale unit sales declined 15% compared with the prior year quarter, reflecting decreases in both appraisal traffic and our appraisal buy rate (defined as the number of appraisal purchases as a percent of vehicles appraised). We wholesale those vehicles that are purchased via the appraisal process that do not meet our retail standards. Industry wholesale prices for virtually all vehicle classes declined at an unprecedented rate during the third quarter, reflecting the weak demand environment. The vehicle depreciation rate was approximately three times the historical rate for this period. We believe the significant drop in wholesale market values, combined with the overall slowdown in customer traffic, drove the declines in our appraisal traffic and buy rate.

Compared with the third quarter of fiscal 2008, other sales and revenues declined 12%. Extended service plan revenues fell 16%, similar to the decline in total used unit sales. Service department sales increased 6%. Third-party finance fees decreased 58% due to a combination of factors including the reduction in vehicle unit sales, a shift in mix among providers and a change in discount arrangements with certain of the providers that occurred in the second quarter of this year. Collectively, the third-party providers financed a larger percentage of our retail unit sales in the third quarter compared with the prior year, as we chose to route more credit applications to these providers. Doing so allowed us to slow the use of capacity in our warehouse facility, while maximizing credit availability for our customers and optimizing sales.

Gross Profit. Total gross profit decreased by $43.6 million, or 18%, to $199.2 million primarily because of the significant decline in used and wholesale unit sales. However, our gross profit dollars per used unit declined by only $32 per unit to $1,854 compared with $1,886 in last year's third quarter. We believe our ability to maintain a generally consistent level of gross profit per unit, despite the challenging sales environment and the steep decline in wholesale market prices, was due in large part to the effectiveness of our proprietary inventory management systems and processes. Compared with inventory levels at stores open as of November 30, 2007, we have reduced our used vehicle inventory by more than 18,500 units, representing a reduction of more than $340 million. During this year's third quarter, we reduced comparable store used vehicle inventories by approximately 8,300 units, or nearly $140 million.

Wholesale gross profit per unit increased by $20 to $794 compared with $774 in the third quarter of fiscal 2008. Similar to the first half of the year, we continued to experience a strong dealer-to-car ratio at our auctions, with the normal price competition among bidders contributing to the solid wholesale gross profit per unit. Our wholesale vehicles are predominantly comprised of older, higher mileage units, and we believe the demand for these vehicles remains strong from dealers who specialize in selling to credit-challenged customers. In addition, the frequency of our auctions and our wholesale inventory turns minimize our depreciation risk on these vehicles.

CarMax Auto Finance. CAF reported a pretax loss of $15.4 million compared with income of $16.3 million in last year's third quarter. In both periods, CAF results were reduced by adjustments related to loans originated in previous fiscal periods. The adjustments in the third quarter of fiscal 2009 totaled $39.8 million, and they included:

    --  A $23.8 million mark-to-market write-down in the carrying value of
        subordinated bonds that we hold. These bonds, which have a face value of
        $115 million, were part of three term securitizations completed earlier
        in calendar 2008. The size of the write-down reflects the current
        illiquidity in the credit markets, particularly for subordinated
        asset-backed bonds. This non-cash charge primarily affects the timing of
        the recognition of CAF earnings. If current conditions continue, this
        adjustment should result in positive contributions to CAF earnings in
        future periods.
    --  $16.0 million related to increases in loss rate assumptions, partially
        offset by favorability in prepayment speeds. We increased the upper end
        of our cumulative loss rate assumption range to 3.9% from 3.5%.

The adjustments in the third quarter of fiscal 2008 totaled $14.8 million, and they primarily resulted from increases in funding costs for loans originated in prior periods.

The CAF gain on loans originated and sold declined to $11.3 million compared with $20.9 million in the prior year quarter. CAF's loan origination volume was adversely affected by the decreases in our unit sales and average selling price, as well as a decrease in the percentage of sales financed by CAF. Given the inactivity in the public asset-backed securitization market, during the second half of the quarter we elected to slow the use of capacity in our warehouse facility. We accomplished this by allowing our third-party finance providers to increase their share of originations. In addition, the gain percentage (the gain on the sale of loans originated and sold as a percentage of loans originated and sold) decreased to 2.8% from 3.6% in the prior year quarter primarily due to the use of higher loss rates, higher enhancement levels and a higher discount rate assumption in the current year.

SG&A. Selling, general and administrative expenses were 14.9% of total revenues in the third quarter of fiscal 2009 compared with 11.2% in the prior year's third quarter. The increase in the SG&A ratio was mainly the result of the significant declines in comparable store used unit sales and average selling price. This increase was partially offset by reductions in variable costs. In the current market environment, we continue to reduce variable costs by reducing associate hours and allowing natural attrition to further reduce store staffing. In addition, we have implemented a hiring freeze at the home office and are carefully monitoring expenses at CAF.

SG&A expenses for the current year's quarter included a number of non-recurring items, which in the aggregate reduced results by approximately $0.01 per share. These items included approximately $7 million of severance costs related to the October service operations workforce reduction and $6 million of costs for the termination of store site acquisitions resulting from our decision to slow our store growth. These costs were partially offset by a $10 million benefit related to our previously announced decision to freeze our pension plans as of December 31, 2008.

Results. "We believe that the decrease in our third quarter results stems mainly from external conditions and that we are taking the necessary and appropriate steps to navigate through this difficult environment," said Folliard. We have been successful in dramatically reducing inventories to align them with current sales. This, together with the agility of our car-buying process, has largely allowed us to preserve our gross profit per unit. We continue to focus on aligning costs with current sales levels, and we expect to continue to find opportunities to further shrink costs. At the same time, we remain committed to delivering the exceptional customer service that underpins our long-term prospects.

In November 2008, the United States District Court for the Eastern District of Virginia dismissed, without prejudice, the Rangos putative class action lawsuit in response to the plaintiff's voluntary motion to dismiss. This lawsuit was related to alleged violations of federal securities laws.

Credit Facilities. As of November 30, 2008, we had $248.4 million outstanding under the revolving credit facility. During the third quarter, due to the unprecedented conditions in the credit markets, we felt that it was prudent to maintain a higher-than-normal cash balance. Despite the increase in cash and the decline in our results, during the first nine months of fiscal 2009 we reduced borrowings under this facility by $51.8 million. As of November 30, 2008, based on then-current inventory levels, we had additional borrowing capacity of $225.4 million under the revolving credit facility, which expires in December 2011.

As of November 30, 2008, $907 million of auto loan receivables were securitized through the warehouse facility and unused warehouse capacity totaled $493 million.

We remain in compliance with the financial covenants contained in our warehouse and revolving credit facilities, and we continue to carefully monitor our performance relative to these covenants. Further, in anticipation of continued limited activity in the public asset-backed securitization market, we are currently evaluating a variety of alternatives to preserve the sales associated with the CAF origination channel.

Sale-Leasebacks. During the third quarter of fiscal 2009, we entered into sale-leaseback agreements having a total sales price of $31.3 million for our two superstores in the Austin, Texas, market. We received total proceeds of $25.4 million during the third quarter, and we provided short-term financing for the remaining $5.9 million, which we expect to receive in fiscal 2010.

Superstore Openings. During the third quarter, we expanded our presence in the Charlotte market with a non-production superstore in Hickory, North Carolina. Through the first nine months of fiscal 2009, we opened ten superstores, including four production superstores and six non-production superstores.

Supplemental Financial Information

Sales Components

                       Three Months Ended           Nine Months Ended
(In millions)
                       November 30 (1)              November 30 (1)

                       2008      2007      Change   2008      2007      Change

Used vehicle sales     $1,168.8  $1,514.3  (22.8)%  $4,462.0  $4,909.8  (9.1)%

New vehicle sales      57.5      77.0      (25.3)%  217.4     294.4     (26.2)%

Wholesale vehicle      177.0     234.7     (24.6)%  642.6     761.2     (15.6)%
sales

Other sales and
revenues:

Extended service plan  25.2      30.1      (16.3)%  93.5      97.2      (3.9)%
revenues

Service department     24.7      23.2      6.3 %    75.7      72.6      4.3 %
sales

Third-party finance    2.5       5.9       (58.3)%  12.3      19.7      (37.4)%
fees, net

Total other sales and  52.4      59.3      (11.6)%  181.5     189.6     (4.2)%
revenues

Net sales and          $1,455.6  $1,885.3  (22.8)%  $5,503.4  $6,155.0  (10.6)%
operating revenues



(1) Percent calculations and amounts shown are based on amounts presented on the attached consolidated statements of operations and may not sum due to rounding.

Retail Vehicle Sales Changes

                                 Three Months Ended  Nine Months Ended

                                 November 30         November 30

                                 2008   2007         2008   2007

Comparable store vehicle sales:

Used vehicle units               (24)%  0 %          (13)%  3 %

New vehicle units                (26)%  (20)%        (21)%  (12)%

Total units                      (25)%  (1)%         (13)%  2 %

Used vehicle dollars             (30)%  0 %          (18)%  4 %

New vehicle dollars              (25)%  (21)%        (22)%  (12)%

Total dollars                    (30)%  (1)%         (18)%  3 %

Total vehicle sales:

Used vehicle units               (17)%  9 %          (4)%   11 %

New vehicle units                (26)%  (29)%        (25)%  (16)%

Total units                      (17)%  7 %          (5)%   10 %

Used vehicle dollars             (23)%  10 %         (9)%   12 %

New vehicle dollars              (25)%  (30)%        (26)%  (16)%

Total dollars                    (23)%  7 %          (10)%  10 %



Retail Vehicle Sales Mix

                          Three Months Ended    Nine Months Ended

                          November 30           November 30

                          2008  2007            2008  2007

Vehicle units:

Used vehicles             97%   96%             97%   96%

New vehicles              3     4               3     4

Total                     100%  100%            100%  100%

Vehicle dollars:

Used vehicles             95%   95%             95%   94%

New vehicles              5     5               5     6

Total                     100%  100%            100%  100%



Unit Sales

                    Three Months Ended  Nine Months Ended

                    November 30         November 30

                    2008    2007        2008     2007

Used vehicles       71,426  85,973      267,837  278,841

New vehicles        2,397   3,224       9,212    12,309

Wholesale vehicles  45,139  52,960      156,592  171,150



Average Selling Prices

                        Three Months Ended  Nine Months Ended

                        November 30         November 30

                        2008     2007       2008     2007

Used vehicles           $16,146  $17,433    $16,472  $17,434

New vehicles            $23,845  $23,751    $23,456  $23,778

Wholesale vehicles      $ 3,805  $ 4,322    $ 3,987  $ 4,337





Selected
Operating
Ratios

                Three Months Ended                    Nine Months Ended
(In millions)
                November 30                           November 30

                2008       % (1)   2007       % (1)   2008       % (1)   2007       % (1)

Net sales and
operating       $ 1,455.6  100.0%  $ 1,885.3  100.0%  $ 5,503.4  100.0%  $ 6,155.0  100.0%
revenues

Gross profit    $ 199.2    13.7%   $ 242.9    12.9%   $ 737.9    13.4%   $ 815.3    13.2%

CarMax Auto
Finance (loss)  $ (15.4)   (1.1)%  $ 16.3     0.9%    $ (12.7)   (0.2)%  $ 86.8     1.4%
income

Selling,
general, and    $ 217.5    14.9%   $ 210.5    11.2%   $ 685.6    12.5%   $ 638.5    10.4%
administrative
expenses

Operating
(loss) profit   $ (33.6)   (2.3)%  $ 48.7     2.6%    $ 39.6     0.7%    $ 264.3    4.3%
(EBIT) (2)

Net (loss)      $ (21.9)   (1.5)%  $ 29.8     1.6%    $ 21.7     0.4%    $ 160.2    2.6%
earnings



(1) Calculated as the ratio of the applicable amount to net sales and operating revenues.

(2) Operating (loss) profit equals earnings before interest and income taxes.

Gross
Profit

           Three Months Ended              Nine Months Ended

           November 30                     November 30

           2008            2007            2008               2007

           $/unit   % (2)  $/unit   % (2)  $/unit (1)  % (2)  $/unit (1)  % (2)
           (1)             (1)

Used
vehicle    $ 1,854  11.3%  $ 1,886  10.7%  $ 1,815     10.9%  $ 1,936     11.0%
gross
profit

New
vehicle    $ 684    2.9%   $ 1,043  4.4%   $ 832       3.5%   $ 1,040     4.3%
gross
profit

Wholesale
vehicle    $ 794    20.2%  $ 774    17.5%  $ 827       20.2%  $ 790       17.8%
gross
profit

Other
gross      $ 397    56.0%  $ 408    61.4%  $ 414       63.2%  $ 438       67.2%
profit

Total
gross      $ 2,699  13.7%  $ 2,723  12.9%  $ 2,663     13.4%  $ 2,800     13.2%
profit



(1) Calculated as category gross profit divided by its respective units sold, except the other and total categories, which are divided by total retail units sold.

(2) Calculated as a percentage of its respective sales or revenue.

CAF Income

                                Three Months Ended    Nine Months Ended
(In millions)
                                November 30           November 30

                                2008       2007       2008         2007

Gain on sales of loans          $ 11.3     $ 20.9     $ 32.5       $ 57.8
originated and sold

Other (losses) gains              (39.8 )    (14.8 )    (82.6   )    1.0

Total (loss) gain                 (28.5 )    6.1        (50.1   )    58.8

Servicing fee and interest        23.0       18.7       65.9         52.4
income

Direct CAF expenses               9.9        8.4        28.4         24.4

CarMax Auto Finance (loss)      $ (15.4 )  $ 16.3     $ (12.7   )  $ 86.8
income

Loans originated and sold       $ 407.0    $ 575.6    $ 1,560.4    $ 1,840.5

Gain on sales of loans
originated and sold as a          2.8   %    3.6   %    2.1     %    3.1     %
percentage of loans originated
and sold



Earnings Highlights

(In millions except  Three Months Ended             Nine Months Ended
per share data)
                     November 30                    November 30

                     2008       2007     Change     2008     2007     Change

Net (loss) earnings  $ (21.9 )  $ 29.8   (173.3 )%  $ 21.7   $ 160.2  (86.5 )%

Diluted weighted
average shares         217.7      220.6  (1.3   )%    220.7    220.4  0.1   %
outstanding

Net (loss) earnings  $ (0.10 )  $ 0.14   (171.4 )%  $ 0.10   $ 0.73   (86.3 )%
per share



Fiscal 2009 Expectations

"As a result of the unprecedented declines in traffic and sales and the continuing volatility in the asset-backed credit markets, we do not believe we can make a meaningful projection of fiscal 2009 earnings," said Folliard.

Suspending Future Store Openings

In August 2008, we announced that we would temporarily slow our store growth as a result of the weak economic and sales environment. In the intervening months, conditions have further deteriorated, and as a consequence, we have now decided to temporarily suspend our store growth. We plan to open one non-production store, which is currently under construction in the Washington, D.C., market, in either late fiscal 2009 or early fiscal 2010. We have three other stores that are currently under construction in Augusta, Georgia; Cincinnati, Ohio; and Dayton, Ohio. These stores will be completed but they will not be opened until market conditions improve. The suspension of store growth will both reduce our capital needs and aid profitability in the near term.

Conference Call Information

We will host a conference call for investors at 9:00 a.m. ET today, December 19, 2008. Domestic investors may access the call at 1-888-298-3261 (international callers dial 1-706-679-7457). The conference I.D. for both domestic and international callers is 26914250. A live webcast of the call will be available on our investor information home page at investor.carmax.com and at www.streetevents.com.

A webcast replay of the call will be available at investor.carmax.com beginning at approximately 1:00 p.m. ET on December 19, 2008 through April 1, 2009. A telephone replay also will be available through December 31, 2008, and may be accessed by dialing 1-800-642-1687 (international callers dial 1-706-645-9291). The conference I.D. for both domestic and international callers is 26914250.

Fourth Quarter Fiscal 2009 Earnings Release Date

We currently plan to release fourth quarter sales and earnings on Thursday, April 2, 2009, before the opening of the New York Stock Exchange. We will host a conference call for investors at 9:00 a.m. ET on that date. Information on this conference call will be available on our investor information home page at investor.carmax.com in March 2009.

About CarMax

CarMax, a Fortune 500 company, and one of the Fortune 2008 "100 Best Companies to Work For," is the nation's largest retailer of used cars. Headquartered in Richmond, Va., we currently operate 99 used car superstores in 46 markets. The CarMax consumer offer is structured around four customer benefits: low, no-haggle prices; a broad selection; high quality vehicles; and customer-friendly service. During the twelve months ended February 29, 2008, we retailed 377,244 used cars and sold 222,406 wholesale vehicles at our in-store auctions. For more information, access the CarMax website at www.carmax.com.

Forward-Looking Statements

We caution readers that the statements contained in this release about our future business plans, operations, opportunities or prospects, including without limitation any statements or factors regarding expected sales, margins or earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon management's current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. Among the factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements are the following:

    --  Changes in the general U.S. or regional U.S. economy.
    --  Changes in the availability or cost of capital and working capital
        financing, including the availability or cost of long-term financing to
        support our geographic growth and the availability or cost of financing
        auto loan receivables.
    --  Changes in consumer credit availability related to our third-party
        financing providers.
    --  Changes in the competitive landscape within our industry.
    --  Significant changes in retail prices for used and new vehicles.
    --  A reduction in the availability of or access to sources of inventory.
    --  Factors related to the regulatory environment in which we operate.
    --  The loss of key employees from our store, regional or corporate
        management teams.
    --  The failure of key information systems.
    --  The effect of new accounting requirements or changes to U.S. generally
        accepted accounting principles.
    --  Security breaches or other events that result in the misappropriation,
        loss or other unauthorized disclosure of confidential customer
        information.
    --  The effect of various litigation matters.
    --  Our inability to acquire or lease suitable real estate at favorable
        terms.
    --  The occurrence of severe weather events.
    --  Factors related to the seasonal fluctuations in our business.
    --  Factors related to the geographic concentration of our superstores.
    --  The occurrence of certain other material events.

For more details on factors that could affect expectations, see our Annual Report on Form 10-K for the fiscal year ended February 29, 2008, and our quarterly or current reports as filed with or furnished to the Securities and Exchange Commission. Our filings are publicly available on our investor information home page at investor.carmax.com. Requests for information may also be made to the Investor Relations Department by email to investor_relations@carmax.com or by calling 1-804-747-0422 ext. 4489. We disclaim any intent or obligation to update our forward-looking statements.



CARMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands except per share data)

                Three Months Ended November 30              Nine Months Ended November 30

                2008           %(1)     2007         %(1)   2008         %(1)     2007         %(1)

Sales and
operating
revenues:

 Used vehicle   $ 1,168,804    80.3     $ 1,514,302  80.3   $            81.1     $ 4,909,835  79.8
 sales                                                      4,461,969

 New vehicle      57,508       4.0        76,999     4.1    217,396      4.0        294,393    4.8
 sales

 Wholesale        176,956      12.2       234,739    12.5   642,552      11.7       761,173    12.4
 vehicle sales

 Other sales      52,364       3.6        59,260     3.1    181,532      3.3        189,563    3.1
 and revenues

Net sales and
operating         1,455,632    100.0      1,885,300  100.0  5,503,449    100.0      6,154,964  100.0
revenues

Cost of sales     1,256,396    86.3       1,642,417  87.1   4,765,586    86.6       5,339,666  86.8

Gross profit      199,236      13.7       242,883    12.9   737,863      13.4       815,298    13.2

CarMax Auto
Finance (loss)    (15,360   )  (1.1  )    16,347     0.9    (12,682   )  (0.2  )    86,827     1.4
income

Selling,
general and       217,482      14.9       210,508    11.2   685,614      12.5       638,518    10.4
administrative
expenses

Gain on
franchise         --           --         --         --     --           --         740        --
disposition

Interest          1,525        0.1        44         --     5,060        0.1        3,010      --
expense

Interest          735          0.1        285        --     1,353        --         908        --
income

(Loss)
earnings          (34,396   )  (2.4  )    48,963     2.6    35,860       0.7        262,245    4.3
before income
taxes

Income tax
(benefit)         (12,522   )  (0.9  )    19,117     1.0    14,170       0.3        102,049    1.7
expense

Net (loss)      $ (21,874   )  (1.5  )  $ 29,846     1.6    $ 21,690     0.4      $ 160,196    2.6
earnings

Weighted
average common
shares:

 Basic            217,712                 216,301           217,468                 215,826

 Diluted          217,712                 220,558           220,692                 220,421

Net (loss)
earnings per
share:

 Basic          $ (0.10     )           $ 0.14              $ 0.10                $ 0.74

 Diluted        $ (0.10     )           $ 0.14              $ 0.10                $ 0.73

(1)Percents are calculated as a percentage of net sales and operating revenues and may not equal
totals due to rounding.



CARMAX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands)

                                           November 30  November 30  February 29

                                           2008         2007         2008

ASSETS

Current assets:

Cash and cash equivalents                  $ 138,144    $ 8,380      $ 12,965

Accounts receivable, net                     45,816       52,769       73,228

Auto loan receivables held for sale          20,910       4,700        4,984

Retained interest in securitized             314,995      233,662      270,761
receivables

Inventory                                    601,506      892,228      975,777

Prepaid expenses and other current assets    8,885        20,498       19,210

Total current assets                         1,130,256    1,212,237    1,356,925

Property and equipment, net                  948,106      804,545      862,497

Deferred income taxes                        89,315       45,607       67,066

Other assets                                 50,505       47,003       46,673

TOTAL ASSETS                               $ 2,218,182  $ 2,109,392  $ 2,333,161

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable                           $ 177,144    $ 265,933    $ 306,013

Accrued expenses and other current           70,783       69,113       58,054
liabilities

Accrued income taxes                         17,672       232          7,569

Deferred income taxes                        14,926       16,132       17,710

Short-term debt                              12,073       3,137        21,017

Current portion of long-term debt            86,895       155,541      79,661

Total current liabilities                    379,493      510,088      490,024

Long-term debt, excluding current portion    176,683      27,280       227,153

Deferred revenue and other liabilities       98,303       117,695      127,058

TOTAL LIABILITIES                            654,479      655,063      844,235

SHAREHOLDERS' EQUITY                         1,563,703    1,454,329    1,488,926

TOTAL LIABILITIES AND SHAREHOLDERS'        $ 2,218,182  $ 2,109,392  $ 2,333,161
EQUITY



CARMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(In thousands)

                                                   Nine Months Ended November 30

                                                   2008          2007

Operating Activities:

Net earnings                                       $ 21,690      $ 160,196

Adjustments to reconcile net earnings to net cash
provided

by operating activities:

Depreciation and amortization                        41,379        34,168

Share-based compensation expense                     27,038        25,856

Loss on disposition of assets                        8,263         35

Deferred income tax benefit                          (34,604  )    (3,332   )

Net decrease (increase) in:

Accounts receivable, net                             27,412        18,644

Auto loan receivables held for sale, net             (15,926  )    1,462

Retained interest in securitized receivables         (44,234  )    (31,360  )

Inventory                                            374,271       (56,112  )

Prepaid expenses and other current assets            10,317        (5,430   )

Other assets                                         177           1,030

Net (decrease) increase in:

Accounts payable, accrued expenses and other         (104,495 )    (11,881  )
current liabilities and accrued income taxes

Deferred revenue and other liabilities               (4,660   )    25,641

Net cash provided by operating activities            306,628       158,917

Investing Activities:

Capital expenditures                                 (163,964 )    (192,440 )

Proceeds from sales of assets                        28,355        1,457

(Purchases) sales of money market securities         (4,009   )    5,000

Purchases of investments available-for-sale          --            (10,000  )

Net cash used in investing activities                (139,618 )    (195,983 )

Financing Activities:

Decrease in short-term debt, net                     (8,944   )    (153     )

Issuances of long-term debt                          487,800       692,200

Payments on long-term debt                           (531,036 )    (685,011 )

Equity issuances, net                                9,962         13,157

Excess tax benefits from share-based payment         387           5,798
arrangements

Net cash (used in) provided by financing             (41,831  )    25,991
activities

Increase (decrease) in cash and cash equivalents     125,179       (11,075  )

Cash and cash equivalents at beginning of year       12,965        19,455

Cash and cash equivalents at end of period         $ 138,144     $ 8,380



 

CONTACT: CarMax
Investors and Financial Media:
Katharine Kenny , 804-935-4591
Assistant Vice President, Investor Relations
or
Celeste Gunter , 804-935-4597
Manager, Investor Relations
or
General Media:
Lisa Van Riper, 804-935-4594
Assistant Vice President, Public Affairs
or
Trina Lee , 804-747-0422, ext. 4197
Director, Public Relations

Source: CarMax, Inc.