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CarMax Reports Record Third Quarter Results

Increases Fiscal 2007 Expectations

RICHMOND, Va., Dec. 20 -- CarMax, Inc. today reported results for the third quarter ended November 30, 2006.

  * Total sales increased 24% to $1.77 billion from $1.42 billion in the
    third quarter of last year.

  * Comparable store used unit sales rose 13% for the quarter.

  * Total used unit sales grew 18% for the quarter.

  * Net earnings increased 98% to $45.4 million, or 42 cents per share,
    compared with $22.9 million, or 22 cents per share, earned in the third
    quarter of fiscal 2006.

    -- Earnings for the third quarter of both years included share-based
       compensation costs of 3 cents per share, resulting from the adoption
       of Statement of Financial Accounting Standards (SFAS) No. 123R.

    -- Earnings for the prior year's third quarter included a benefit of 3
       cents per share from favorable CarMax Auto Finance items.

  * For the fiscal year ending February 28, 2007, CarMax now expects
    comparable store used unit sales performance in the range of 8% to 9%
    and earnings per share in the range of $1.75 to $1.85.

  Third Quarter Business Performance Review

"We are very pleased to announce stronger-than-anticipated third quarter results," said Tom Folliard, president and chief executive officer. "Similar to the first half of the year, we experienced widespread strength as reflected in our retail and wholesale sales and profit margins, CAF's performance, and the overhead leverage achieved."

Sales. "We are especially pleased with our robust sales performance," said Folliard. "Used unit comps climbed 13%, driven by a combination of strong store and Internet traffic, and continued excellent execution by our store teams. It is difficult to attribute our strong traffic flow to any single factor, as we believe a number of elements had a positive effect. We believe one contributing factor was our increased Internet visibility resulting from recent improvements to carmax.com and the expansion of our Internet classified advertising. We continued to see a rebound in sales of SUVs and trucks, which were adversely affected last year by consumer reaction to higher gas prices. Sales of luxury vehicles also continued to comprise a larger percentage of our sales.

"As a result of strong growth in wholesale units, our wholesale sales expanded by nearly 30% in this year's third quarter," said Folliard. "The increase in wholesale units reflected the growth in our store base and a substantial increase in appraisal traffic, in part spurred by the strong increase in retail sales."

Gross Profit. "Historically, our margins have been seasonally weakest in the third quarter, due to the effects of the model year changeover period and slowing customer traffic in the fall," said Folliard. "This quarter we are pleased to report a year-over-year increase in gross profit dollars per unit in all categories, including used, new, and wholesale vehicles, as well as in other sales and revenues. Similar to the first half of the year, our used vehicle profits benefited from our steady, consistent sales performance, resulting in fewer pricing reductions. While we had anticipated that our wholesale gross profit per unit would decline compared with the unusually strong level reported last year in the wake of Hurricane Katrina, we nevertheless achieved a modest improvement. The continuing success of our car-buying strategies benefited both our used retail and our wholesale gross profits per unit."

CarMax Auto Finance. "We had another quarter of solid performance at CAF," said Folliard. CAF income rose 14 percent, to $32.0 million, despite the challenging comparison with last year's quarter, which included $6.1 million, or 3 cents per share net of taxes, of favorable items. As in the first half of this year, CAF benefited from our strong sales performance, an increase in the average amount financed, and an improvement in the gain on loans originated and sold.

The gain on loans originated and sold as a percent of loans sold increased to 4.3% in this year's third quarter compared with 3.6% in the third quarter of fiscal 2006. "We had expected a gain in the range of 3.7% to 4.0%," said Folliard. "The relative stability in our funding cost allowed us to achieve a better-than-expected gain percentage."

SG&A. "This quarter's improvement in fixed overhead leverage was generated by our strong comparable store sales growth," said Folliard. The SG&A ratio declined 120 basis points, to 10.6% in this year's quarter compared with 11.8% in last year's quarter. The SG&A ratio benefited modestly from a shift in the timing of certain planned spending, which we now expect to incur in the fourth quarter of fiscal 2007.

As previously reported, CarMax adopted SFAS 123R in the first quarter of fiscal 2007, and results for the prior year have been restated to enhance comparability. SFAS 123R requires all share-based compensation to be accounted for using a fair-value-based method. CarMax recognized $6.1 million, or 3 cents per share, of share-based compensation cost in the third quarter of fiscal 2007, including $5.6 million reflected in SG&A, compared with $5.6 million, or 3 cents per share, in last year's third quarter, all of which was included in SG&A.

Earnings. "We are gratified to report that from virtually every standpoint, the first nine months of this year have proven exceptional and reflect the increasing success of our long-term business strategy," said Folliard. "Given our many opportunities for geographic expansion, we remain excited about our long-term prospects."

Superstore Openings

We opened two superstores in late November: a satellite superstore in the Los Angeles, Calif., market; and a standard superstore in Fredericksburg, Virginia, which is part of the Washington, D.C., television market. In the first nine months of fiscal 2007, we opened six superstores, including four standard superstores and two satellite superstores. We plan to open four additional superstores during the fourth quarter of fiscal 2007.

  Supplemental Financial Information

  Sales Components

                              Three Months Ended         Nine Months Ended
  (In millions)                  November 30 (1)            November 30 (1)
                          2006     2005    Change    2006     2005    Change
  Used vehicle sales   $1,377.6 $1,087.1   26.7 % $4,365.4 $3,527.4   23.8 %
  New vehicle sales       109.9    113.3   (3.0)%    349.6    399.3  (12.5)%
  Wholesale vehicle
   sales                  226.4    174.2   29.9 %    696.0    554.5   25.5 %
  Other sales and
   revenues:
    Extended service
     plan revenues         27.1     22.6   20.2 %     85.1     72.7   17.0 %
    Service department
     sales                 21.6     23.0   (6.4)%     68.6     70.4   (2.7)%
    Third-party finance
     fees, net              5.6      3.8   49.6 %     18.2     11.8   54.6 %
  Total other sales and
   revenues                54.3     49.3   10.0 %    171.9    155.0   10.9 %
  Net sales and
   operating revenues  $1,768.1 $1,424.0   24.2 % $5,582.8 $4,636.2   20.4 %

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

  Retail Vehicle Sales Changes

                                 Three Months Ended        Nine Months Ended
                                     November 30              November 30
                                   2006       2005          2006       2005
  Comparable store
   vehicle sales:
      Used vehicle units           13 %        3 %           8 %        7 %
      New vehicle units            (3)%       (6)%         (12)%        2 %
      Total units                  12 %        3 %           7 %        6 %

      Used vehicle dollars         21 %        7 %          16 %       10 %
      New vehicle dollars          (3)%       (5)%         (13)%        3 %
      Total dollars                19 %        6 %          13 %        9 %

  Total vehicle sales:
      Used vehicle units           18 %       13 %          16 %       18 %
      New vehicle units            (3)%       (2)%         (12)%        1 %
      Total units                  17 %       12 %          14 %       17 %

      Used vehicle dollars         27 %       17 %          24 %       22 %
      New vehicle dollars          (3)%       (1)%         (12)%        3 %
      Total dollars                24 %       15 %          20 %       19 %

  Retail Vehicle Sales Mix

                                Three Months Ended        Nine Months Ended
                                    November 30              November 30
                                  2006       2005          2006       2005
  Vehicle units:
      Used vehicles                95 %       93 %          94 %       93 %
      New vehicles                  5          7             6          7
      Total                       100 %      100 %         100 %      100 %

  Vehicle dollars:
      Used vehicles                93 %       91 %          93 %       90 %
      New vehicles                  7          9             7         10
      Total                       100 %      100 %         100 %      100 %

  Unit Sales

                                Three Months Ended       Nine Months Ended
                                    November 30              November 30
                                 2006        2005         2006       2005
  Used vehicles                 79,009      66,680      250,121    216,439
  New vehicles                   4,532       4,675       14,610     16,599
  Wholesale vehicles            51,833      40,228      158,267    132,357

  Average Selling Prices

                               Three Months Ended       Nine Months Ended
                                   November 30              November 30
                                 2006        2005         2006       2005
  Used vehicles                $17,247     $16,147      $17,273    $16,157
  New vehicles                 $24,118     $24,081      $23,779    $23,896
  Wholesale vehicles           $ 4,258     $ 4,247      $ 4,288    $ 4,105

  Selected Operating Ratios

                                            Three Months Ended
  (In millions)                               November 30
                                  2006        %(1)    2005(2)       %(1)

  Net sales and
   operating revenues          $1,768.1     100.0 %   $1,424.0    100.0 %
  Gross profit                 $  228.6      12.9 %   $  177.2     12.4 %
  CarMax Auto Finance
   income                         $32.0       1.8 %      $28.0      2.0 %
  Selling, general, and
   administrative
   Expenses                    $  187.3      10.6 %   $  167.4     11.8 %
  Operating profit
   (EBIT) (3)                  $   73.3       4.1 %   $   37.8      2.7 %
  Net earnings                 $   45.4       2.6 %   $   22.9      1.6 %

                                            Nine Months Ended
  (In millions)                                November 30
                                  2006        %(1)    2005(2)       %(1)

  Net sales and
   operating revenues          $5,582.8     100.0 %   $4,636.2    100.0 %
  Gross profit                 $  730.2      13.1 %   $  583.5     12.6 %
  CarMax Auto Finance
   income                      $  100.9       1.8 %   $   78.9      1.7 %
  Selling, general, and
   administrative
   Expenses                    $  574.3      10.3 %   $  502.5     10.8 %
  Operating profit
   (EBIT) (3)                  $  256.8       4.6 %   $  159.9      3.4 %
  Net earnings                 $  156.5       2.8 %   $   97.5      2.1 %

  (1) Calculated as the ratio of the applicable amount to net sales and
      operating revenues.
  (2) Restated to reflect the adoption of SFAS 123R.
  (3) Operating profit equals earnings before interest and income taxes.

  Gross Profit

                                     Three Months Ended
                                        November 30
                                   2006                     2005
                           $/unit (1)     %(2)      $/unit (1)     %(2)
  Used vehicle
   gross profit            $1,898       10.9 %      $1,758       10.8 %
  New vehicle
   gross profit            $1,108        4.6 %        $866        3.6 %
  Wholesale
   vehicle gross
   profit                    $742       17.0 %        $726       16.8 %
  Other gross
   profit                    $421       64.8 %        $374       54.0 %
  Total gross
   profit                  $2,736       12.9 %      $2,483       12.4 %

                                      Nine Months Ended
                                         November 30
                                   2006                     2005
                           $/unit (1)     %(2)      $/unit (1)     %(2)
  Used vehicle
   gross profit            $1,929       11.1 %      $1,807       11.1 %
  New vehicle
   gross profit            $1,168        4.9 %        $943        3.9 %
  Wholesale
   vehicle gross
   profit                    $721       16.4 %        $641       15.3 %
  Other gross
   profit                    $440       67.8 %        $395       59.3 %
  Total gross
   profit                  $2,758       13.1 %      $2,504       12.6 %

  (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.

  Earnings Highlights

                               Three Months Ended       Nine Months Ended
  (In millions except             November 30              November 30
  per share data)
                            2006   2005(1)  Change   2006    2005(1)  Change
  Net earnings             $45.4   $22.9    98.1 %  $156.5   $97.5    60.4 %
  Diluted weighted
   average shares
   outstanding             108.9   106.5     2.2 %   107.9   106.3     1.4 %
  Net earnings per
   share(2)                $0.42   $0.22    90.9 %   $1.45   $0.92    57.6 %

  (1) Restated to reflect the adoption of SFAS 123R.
  (2) Per share amounts are presented on a fully diluted basis.

  Fiscal 2007 Expectations

"Given our strong third quarter results, we believe that it is appropriate to increase our fiscal 2007 comparable store used unit growth and earnings per share expectations," said Folliard. The company now projects comparable store used unit growth in the range of 8% to 9%, an increase from the most recent guidance of 6% to 8%.

The company now expects fiscal 2007 EPS in the range of $1.75 to $1.85, representing growth in the range of 39% to 47%, compared with EPS of $1.26 in fiscal 2006 (after restatement for SFAS 123R). This revised range includes an estimated 19 or 20 cents per share of share-based compensation expense, compared with 13 cents per share recognized in the restated fiscal 2006 results. The revised range also includes the 7 cents per share of favorable CAF items reported in the first nine months of this year, while fiscal 2006 full year's results included 9 cents per share of favorable CAF items. Fiscal 2007 EPS was previously expected to be in the range of $1.55 to $1.65.

"As always, our projections were not adjusted for the possibility of unusual winter weather, which could adversely affect our fourth quarter results," said Folliard. In the fourth quarter, we expect the opportunity for SG&A leverage will be limited by the combination of significantly higher store pre-opening costs in this year's quarter, the shift in timing of certain spending from the third quarter to the fourth quarter, and the challenging comparison to last year when we benefited from unexpectedly favorable healthcare and property tax costs.

Fiscal 2008 Superstore Opening Plan

During the fiscal year ending February 28, 2008, we expect to open 13 used car superstores, including 5 standard superstores and 8 satellite superstores. These store openings will expand our used car superstore base by approximately 17%, consistent with our target for used car superstore annual growth in the range of 15% to 20%. Planned store openings are as follows:

                       Television                 Standard    Satellite
  Location              Market    Market Status  Superstores  Superstores

  Tucson, Arizona       Tucson      New market          1
  Milwaukee, Wisconsin  Milwaukee   New market                      2
  Gastonia, North       Charlotte   Existing market     1
  Carolina
  Torrance, California  Los Angeles Existing market                 1
  Roswell, Georgia      Atlanta     Existing market                 1
  Newport News,         Norfolk /   Existing market                 1
  Virginia              Va. Beach
  Ellicott City,        DC /
  Maryland              Baltimore   Existing market                 1
  San Diego, California San Diego   New market                      1
  Modesto, California   Sacramento  Existing market     1
  Omaha, Nebraska       Omaha       New market          1
  Riverside, California Los Angeles Existing market                 1
  Jackson, Mississippi  Jackson     New market          1
                                                        5           8

"Our store opening plan for next year is fairly balanced," said Folliard. "We'll be entering five new markets and expanding our presence in six existing markets, geographically dispersed across the country. The opening plan also contains a mix of market sizes, ranging from San Diego, which is our first new large market in several years, to markets such as Omaha and Jackson."

Fourth Quarter Fiscal 2007 Earnings Release Date

CarMax currently plans to release fourth quarter sales and earnings results on Thursday, March 29, 2007, before the opening of the New York Stock Exchange. The company will host a conference call for investors at 9:00 a.m. Eastern time on that date. Information on this conference call will be available on the company's investor information home page at http://investor.carmax.com/ in early March.

Conference Call Information

CarMax will host a conference call for investors at 9:00 a.m. Eastern time today, December 20, 2006. Domestic investors may access the call at 1-888-298-3261 (conference I.D.: 6134841). International investors should dial 1-706-679-7457 (conference I.D.: 6134841). A live webcast of the call also will be available on the company's investor information home page at http://investor.carmax.com/ or at http://www.streetevents.com/.

A webcast replay of the call will be available on the company's investor information home page beginning at approximately 1:00 p.m. Eastern time on December 20, 2006, through January 19, 2007. A telephone replay also will be available through December 27, 2007, 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 6134841.

About CarMax

CarMax, a Fortune 500 company, and one of the Fortune 2006 "100 Best Companies to Work For," is the nation's largest retailer of used cars. Headquartered in Richmond, Va., CarMax currently operates 74 used car superstores in 35 markets. CarMax also operates seven new car franchises, all of which are integrated or co-located with its used car superstores. During the twelve month period ended November 30, 2006, the company sold 323,570 used cars, which is 94% of the total 342,482 vehicles the company retailed during that period. For more information, access the CarMax website at http://www.carmax.com/.

For more details on factors that could affect expectations, see the company's Annual Report on Form 10-K for the fiscal year ended February 28, 2006, and its quarterly or current reports as filed with or furnished to the Securities and Exchange Commission. The company's filings are publicly available on the investor information home page at http://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.

                      CARMAX, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
                               (UNAUDITED)
                   (In thousands except per share data)

                                              Three Months Ended
                                                 November 30
                                                        Restated(2)
                                     2006        %(1)      2005      %(1)

  Sales and operating revenues:
    Used vehicle sales            $1,377,551     77.9   $1,087,097     76.3
    New vehicle sales                109,940      6.2      113,299      8.0
    Wholesale vehicle sales          226,363     12.8      174,235     12.2
    Other sales and revenues          54,293      3.1       49,349      3.5
  Net sales and operating revenues 1,768,147    100.0    1,423,980    100.0
  Cost of sales                    1,539,538     87.1    1,246,807     87.6
  Gross profit                       228,609     12.9      177,173     12.4
  CarMax Auto Finance income          31,974      1.8       27,971      2.0
  Selling, general and
   administrative expenses           187,318     10.6      167,351     11.8
  Interest expense                       167       --          430       --
  Interest income                        406       --          262       --
  Earnings before income taxes        73,504      4.2       37,625      2.6
  Provision for income taxes          28,085      1.6       14,694      1.0
  Net earnings                       $45,419      2.6      $22,931      1.6

  Weighted average common shares:
    Basic                            106,511  104,727
    Diluted                          108,883  106,507

  Net earnings per share:
    Basic                              $0.43    $0.22
    Diluted                            $0.42    $0.22

                                              Nine Months Ended
                                                 November 30
                                                        Restated(2)
                                     2006        %(1)      2005      %(1)

  Sales and operating revenues:
    Used vehicle sales            $4,365,409     78.2   $3,527,416    76.1
    New vehicle sales                349,579      6.3      399,314     8.6
    Wholesale vehicle sales          695,958     12.5      554,510    12.0
    Other sales and revenues         171,882      3.1      154,953     3.3
  Net sales and operating revenues 5,582,828    100.0    4,636,193   100.0
  Cost of sales                    4,852,599     86.9    4,052,677    87.4
  Gross profit                       730,229     13.1      583,516    12.6
  CarMax Auto Finance income         100,880      1.8       78,866     1.7
  Selling, general and
   administrative expenses           574,333     10.3      502,517    10.8
  Interest expense                     4,449      0.1        1,999      --
  Interest income                        973       --          588      --
  Earnings before income taxes       253,300      4.5      158,454     3.4
  Provision for income taxes          96,841      1.7       60,907     1.3
  Net earnings                      $156,459      2.8      $97,547     2.1

  Weighted average common shares:
    Basic                            105,895  104,547
    Diluted                          107,861  106,343

  Net earnings per share:
    Basic                              $1.48    $0.93
    Diluted                            $1.45    $0.92

  (1) Percents are calculated as a percentage of net sales and operating
      revenues and may not equal totals due to rounding.
  (2) Restated to reflect the adoption of SFAS123R

                      CARMAX, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                                UNAUDITED
                              (In thousands)

                                                Restated(1)   Restated(1)
                                November 30     November 30   February 28
                                   2006            2005          2006

  ASSETS
  Current assets:
  Cash and cash equivalents       $12,352         $17,252       $21,759
  Accounts receivable, net         53,092          55,616        76,621
  Automobile loan receivables
   held for sale                    3,145           1,527         4,139
  Retained interest in
   securitized receivables        202,594         158,930       158,308
  Inventory                       760,816         606,366       669,700
  Prepaid expenses and other
   current assets                  13,955          11,381        11,211

  Total current assets          1,045,954         851,072       941,738

  Property and equipment, net     585,109         465,990       499,298
  Deferred income taxes            25,788          24,101        24,576
  Other assets                     47,817          44,209        44,000

  TOTAL ASSETS                 $1,704,668      $1,385,372    $1,509,612

  LIABILITIES AND
   SHAREHOLDERS' equity
  Current liabilities:
  Accounts payable               $222,205        $173,341      $188,614
  Accrued expenses and other
   current liabilities             83,623          75,266        85,316
  Accrued income taxes             33,275          21,571         5,598
  Deferred income taxes            10,151          19,572        23,562
  Short-term debt                   2,984           4,707           463
  Current portion of
   long-term debt                  84,422          40,042        59,762

  Total current liabilities       436,660         334,499       363,315

  Long-term debt, excluding
   current portion                 34,012          85,036       134,787
  Deferred revenue and other
   liabilities                     35,090          29,322        31,407

  TOTAL LIABILITIES               505,762         448,857       529,509

  SHAREHOLDERS' EQUITY          1,198,906         936,515       980,103

  TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY         $1,704,668     $1,385,372    $1,509,612

  (1) Restated to reflect the adoption of SFAS123R.

                      CARMAX, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                              (In thousands)

                                                      Nine Months Ended
                                                         November 30

                                                                Restated(1)
                                                    2006           2005
  Operating Activities:
  Net earnings                                    $156,459        $97,547
  Adjustments to reconcile net earnings to net
   cash provided by operating activities:
    Depreciation and amortization                   25,177         19,193
    Share-based compensation expense                25,548         15,713
    Loss (gain) on disposition of assets               259           (777)
    Deferred income tax benefit                    (14,623)       (22,603)
    Changes in operating assets and liabilities:
      Decrease in accounts receivable, net          23,529         20,551
      Decrease in automobile loan receivables
       held for sale, net                              994         20,625
      Increase in retained interest in
       securitized receivables                     (44,286)       (10,967)
      Increase in inventory                        (91,116)       (29,799)
     (Increase) decrease in prepaid expenses and
       other current assets                         (2,744)         1,627
      Increase in other assets                      (3,817)        (6,184)
      Increase in accounts payable, accrued
       expenses and other current liabilities,
       and accrued income taxes                     58,502         33,371
      Increase in deferred revenue and other
       liabilities                                   3,683            800
  Net cash provided by operating activities        137,565        139,097

  Investing Activities:
  Capital expenditures                            (114,719)      (153,490)
  Proceeds from sales of assets                      3,472         78,217
  Net cash used in investing activities           (111,247)       (75,273)

  Financing Activities:
  Increase (decrease) in short-term debt, net        2,521        (60,490)
  Issuance of long-term debt                             -        105,229
  Payments on long-term debt                       (76,115)      (116,764)
  Equity issuances, net                             27,449          5,108
  Excess tax benefits from share-based payment
   arrangements                                     10,420          3,221
  Net cash used in financing activities            (35,725)       (63,696)

  (Decrease) increase in cash and cash equivalents  (9,407)           128
  Cash and cash equivalents at beginning of year    21,759         17,124
  Cash and cash equivalents at end of period       $12,352        $17,252

  (1) Restated to reflect the adoption of SFAS123R.