tenk.htm
 
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended February 28, 2009
 
OR
 
¨  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from
 
to
 
 
Commission File Number: 1-31420
 
 
CARMAX, INC.
(Exact name of registrant as specified in its charter)
 
 
VIRGINIA
(State or other jurisdiction of
incorporation or organization)
54-1821055
(I.R.S. Employer
Identification No.)
 
12800 TUCKAHOE CREEK PARKWAY, RICHMOND, VIRGINIA
(Address of principal executive offices)
23238
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (804) 747-0422
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 Title of each class Name of each exchange on which registered 
 Common Stock, par value $0.50  New York Stock Exchange
 Rights to Purchase Series A Preferred Stock,  New York Stock Exchange
 par value $20.00  
 
 
Securities registered pursuant to Section 12(g) of the Act:
 
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x                       No ¨
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨                      No x
 

 
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x  No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  ¨  No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨ (do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨  No x
 
 
The aggregate market value of the registrant’s common stock held by non-affiliates as of August 31, 2008, computed by reference to the closing price of the registrant’s common stock on the New York Stock Exchange on that date, was $3.3 billion.
 
On March 31, 2009, there were 220,391,906 outstanding shares of CarMax, Inc. common stock.
 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the CarMax, Inc. Notice of 2009 Annual Meeting of Shareholders and Proxy Statement are incorporated by reference in Part III of this Form 10-K.
 

 
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CARMAX, INC.
FORM 10-K
FOR FISCAL YEAR ENDED FEBRUARY 28, 2009
TABLE OF CONTENTS
 
 
   
Page
No.
PART I
     
Item 1.
Business
4
     
Item 1A.
Risk Factors
11
     
Item 1B.
Unresolved Staff Comments
14
     
Item 2.
Properties
14
     
Item 3.
Legal Proceedings
15
     
Item 4.
Submission of Matters to a Vote of Security Holders
15
     
PART II
     
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16
     
Item 6.
Selected Financial Data
18
     
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
     
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
36
     
Item 8.
Consolidated Financial Statements and Supplementary Data
37
     
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
69
     
Item 9A.
Controls and Procedures
69
     
Item 9B.
Other Information
69
     
PART III
     
Item 10.
Directors, Executive Officers and Corporate Governance
70
     
Item 11.
Executive Compensation
71
     
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
71
     
Item 13.
Certain Relationships and Related Transactions and Director Independence
71
     
Item 14.
Principal Accountant Fees and Services
71
     
PART IV
     
Item 15.
Exhibits and Financial Statement Schedules
72
     
 
Signatures
73

 
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PART I
 
In this document, “we,” “our,” “us,” “CarMax” and “the company” refer to CarMax, Inc. and its wholly owned subsidiaries, unless the context requires otherwise.
 
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This Annual Report on Form 10-K and, in particular, the description of our business set forth in Item 1 and our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 contain a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding:

Ÿ  
Our projected future sales growth, comparable store unit sales growth, earnings and earnings per share.
Ÿ  
Our expectations of factors that could affect CarMax Auto Finance income.
Ÿ  
Our expected future expenditures, cash needs and financing sources.
Ÿ  
The projected number, timing and cost of new store openings.
Ÿ  
Our sales and marketing plans.
Ÿ  
Our assessment of the potential outcome and financial impact of litigation and the potential impact of unasserted claims.
Ÿ  
Our assessment of competitors and potential competitors.
Ÿ  
Our assessment of the effect of recent legislation and accounting pronouncements.

In addition, any statements contained in or incorporated by reference into this report that are not statements of historical fact should be considered forward-looking statements.  You can identify these forward-looking statements by use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “should,” “will” and other similar expressions, whether in the negative or affirmative.  We cannot guarantee that we will achieve the plans, intentions or expectations disclosed in the forward-looking statements.  There are a number of important risks and uncertainties that could cause actual results to differ materially from those indicated by our forward-looking statements.  These risks and uncertainties include, without limitation, those set forth in Item 1A under the heading “Risk Factors.”  We caution investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made.  We undertake no obligation to update any forward-looking statements made in this report.
 
Item 1. Business.
 
BUSINESS OVERVIEW
CarMax Background.  CarMax, Inc. was incorporated under the laws of the Commonwealth of Virginia in 1996.  CarMax, Inc. is a holding company and our operations are conducted through our subsidiaries.  Our home office is located at 12800 Tuckahoe Creek Parkway, Richmond, Virginia.
 
Under the ownership of Circuit City Stores, Inc. (“Circuit City”), we began operations in 1993 with the opening of our first CarMax superstore in Richmond, Virginia.  In 1997, Circuit City completed the initial public offering of a tracking stock, Circuit City Stores, Inc.–CarMax Group common stock, which was intended to track separately the performance of the CarMax operations.  On October 1, 2002, the CarMax business was separated from Circuit City through a tax-free transaction, becoming an independent, separately traded public company.
 
CarMax Business.  We are the nation’s largest retailer of used cars, based on the 345,465 used vehicles we retailed during the fiscal year ended February 28, 2009.  As of the end of fiscal 2009, we operated 100 used car superstores in 46 metropolitan markets.  In addition, we sold 194,081 wholesale vehicles in fiscal 2009 through on-site auctions.
 
We were the first used vehicle retailer to offer a large selection of high quality used vehicles at competitively low, “no-haggle” prices using a customer-friendly sales process in an attractive, modern sales facility.  The CarMax consumer offer provides customers the opportunity to shop for vehicles the same way they shop for items at other “big-box” retailers, and it is structured around four customer benefits: low, no-haggle prices; a broad selection; high quality vehicles; and a customer-friendly sales process.  Our strategy is to better serve the auto retailing market by addressing the major sources of customer dissatisfaction with traditional auto retailers and to maximize operating efficiencies through the use of standardized operating procedures and store formats enhanced by sophisticated, proprietary management information systems.
 
 

 
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We purchase, recondition and sell used vehicles.  All of the used vehicles we retail are thoroughly reconditioned to meet high mechanical, electrical, safety and cosmetic standards, and each vehicle must pass a comprehensive inspection before being offered for sale.  Approximately 85% of the used vehicles we retail are 1 to 6 years old with fewer than 60,000 miles.  We also offer a selection of used vehicles at each superstore that are more than 6 years old or have more than 60,000 miles, if they meet similar quality standards.
 
We also sell new vehicles at five locations under franchise agreements with four new car manufacturers (Chrysler, General Motors, Nissan and Toyota).  In fiscal 2009, new vehicles comprised 3% of our total retail vehicle unit sales.  
 
We provide customers with a full range of related products and services, including the financing of vehicle purchases through CarMax Auto Finance (“CAF”), our own finance operation, and third-party financing providers; the sale of extended service plans and accessories; the appraisal and purchase of vehicles directly from consumers; and vehicle repair service.
 
The CarMax consumer offer enables customers to evaluate separately each component of the sales process and to make informed decisions based on comprehensive information about the options, terms and associated prices of each component.  The customer can accept or decline any individual element of the offer without affecting the price or terms of any other component of the offer.  Our no-haggle pricing and our commission structure, which is generally based on a fixed dollars-per-unit standard, allow sales consultants to focus solely on meeting customer needs.
 
We have separated the practice of trading in a used vehicle in conjunction with the purchase of another vehicle into two distinct and independent transactions.  We will appraise a consumer’s vehicle and make an offer to buy that vehicle regardless of whether the owner is purchasing a vehicle from us.  Historically, we have acquired the majority of our retail used vehicle inventory through this unique in-store appraisal process.  We also acquire a significant portion of our used vehicle inventory through wholesale auctions and, to a lesser extent, directly from other sources, including wholesalers, dealers and fleet owners.  Vehicles purchased through our in-store appraisal process that do not meet our retail standards are sold to licensed dealers through on-site wholesale auctions.
 
Our inventory management and pricing system tracks each vehicle throughout the sales process.  Using the information provided by this system and applying statistical modeling techniques, we are able to optimize our inventory mix, anticipate future inventory needs at each store, evaluate sales consultant and buyer performance and refine our vehicle pricing strategy.  Because of the pricing discipline afforded by the inventory management and pricing system, more than 99% of the entire used car inventory offered at retail is sold at retail.
 
Industry and Competition. The U.S. used car marketplace is highly fragmented and competitive.  According to industry sources, in December 2008 there were approximately 20,000 franchised automotive dealerships, who sell both new and used vehicles.  In addition, used vehicles were sold by approximately 39,000 independent used vehicle dealers, as well as millions of private individuals.  Our primary competitors are the franchised auto dealers, who sell the majority of late-model used vehicles.  Independent used car dealers predominantly sell older, higher mileage cars than we do.  During fiscal 2009, the recessionary environment reduced consumers' desire and ability to purchase vehicles, and it also increased the rate of dealership closures.  In the coming year, while the financial strains of the current economy will likely cause additional dealerships to close or consolidate at a higher-than-average rate, we expect the industry to remain highly fragmented.
 
Based on industry data, there were more than 36 million used cars sold in the U.S. in calendar year 2008, of which approximately 16 million were estimated to be late-model, 1 to 6 year old vehicles.  While we are the largest retailer of used vehicles in the U.S., selling nearly twice as many used vehicles as the next largest retailer in calendar 2008, we still represented only approximately 2% of the total late-model used units sold.  Over the last several years, competition has been affected by the increasing use of Internet-based marketing for both used vehicles and vehicle financing.  In both the used and new vehicle markets, we seek to distinguish ourselves from traditional dealerships through our consumer offer, sales approach and other innovative operating strategies.
 
We believe that our principal competitive advantages in used vehicle retailing are our ability to provide a high degree of customer satisfaction with the car-buying experience; our competitively low prices; our breadth of selection of the most popular makes and models available both on site and via our website, carmax.com; the quality of our vehicles; our proprietary information systems; and the locations of our retail stores.  Upon request by a customer, we will transfer virtually any used vehicle in our nationwide inventory to a local superstore.  Transfer fees may apply, depending on the distance the vehicle needs to travel.  In fiscal 2009, nearly 25% of our vehicles sold were transferred at customer request.  Our
 

 
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Certified Quality Inspection assures that every vehicle we offer for sale meets stringent mechanical, electrical and safety standards.  We back every vehicle with a 5-day, money-back guarantee and at least a 30-day limited warranty.  Other competitive advantages include our ability to offer or arrange customer financing with competitive terms and the comprehensiveness and cost of the extended service plans we offer.  We believe that we are competitive in all of these areas and that we enjoy advantages over competitors that employ traditional high-pressure, negotiation-oriented sales techniques.
 
Our sales consultants play a significant role in ensuring a customer-friendly sales process.  A sales consultant is paid a commission based on a fixed dollars-per-unit standard, thereby earning the same dollar sales commission regardless of the gross profit on the vehicle being sold.  The sales consultant normally receives no commission on the finance process.  This ensures that the sales consultant’s primary objective is helping customers find the right vehicles for their needs at prices they can afford.  In contrast, sales and finance personnel at traditional dealerships typically receive higher commissions for negotiating higher prices and interest rates, and for steering customers toward vehicles with higher gross profit.
 
In the new vehicle market, we compete with other franchised dealers.  Historically, the new vehicle market has been served primarily by dealerships employing traditional automotive selling methods.  We believe our customer-friendly, low-pressure sales methods are points of competitive differentiation.
 
In our wholesale auctions, we compete with other automotive auction houses.  We believe our principal competitive advantages include our high vehicle sales rate, our conditional announcement and arbitration policies, our broad geographic distribution and our dealer-friendly practices.  Because we own the cars that we auction, we generally sell between 97% and 100% of the vehicles offered, which is substantially higher than the sales rate at most other auto auctions.  Our policy of making conditional announcements, noting mechanical and other issues found during our appraisal process, is also not a typical practice used at other auctions of older, higher mileage vehicles.  Together, these factors make our auctions attractive to dealers, and they allow us to achieve a dealer-to-car attendance ratio that is much higher than the typical auto auction.
 
Marketing and Advertising.  Our marketing strategies are focused on developing awareness of the advantages of shopping at our stores and on attracting customers who are already considering buying or selling a vehicle.  We use market awareness and customer satisfaction surveys to help tailor our marketing efforts to the purchasing habits and preferences of customers in each market area.  Our marketing strategies are implemented primarily through television and radio broadcasts, carmax.com, Internet search engines and online classified listings.  Television and radio broadcast advertisements are designed to build consumer awareness of the CarMax name, carmax.com and key components of the CarMax offer.  Broadcast and Internet advertisements are designed to drive customers to our stores and to carmax.com.  Newspaper advertisements promote our broad selection of vehicles and price competitiveness, targeting consumers with immediate purchase intentions.
 
We continue to adjust our marketing programs in response to the evolving media landscape.  We have customized our marketing program based on awareness levels in each market.  In many markets, we have expanded the use of Internet-based advertising while curtailing the use of newspaper advertising.  We are building awareness and driving traffic to our stores and carmax.com by listing every retail vehicle on both AutoTrader.com and cars.com.  Through their syndicated networks, AutoTrader.com and cars.com vehicle listings appear on sites that we believe are visited by a majority of buyers of late-model used vehicles who use the Internet in their shopping process.  Our advertising on the Internet also includes banner and keyword advertisements on search engines, such as Google and Yahoo!
 
Our website, carmax.com, is a marketing tool for communicating the CarMax consumer offer in detail, a sophisticated search engine for finding the right vehicle and a sales channel for customers who prefer to complete a part of the shopping and sales process online.  The website offers complete inventory and pricing search capabilities.  Information on each of the thousands of cars available in our nationwide inventory is updated daily.  Carmax.com includes detailed information, such as vehicle photos, prices, features, specifications and store locations, as well as advanced feature-based search capabilities, and sorting and comparison tools that allow consumers to easily compare vehicles.  The site also includes features such as detailed vehicle reviews, payment calculators and email alerts when new inventory arrives.  Virtually any used vehicle in our nationwide inventory can be transferred at customer request to their local superstore.  Customers can contact sales consultants online via carmax.com, by telephone or by fax.  Customers can work with these sales consultants from the comfort of home, including applying for financing, and they need to visit the store only to sign the paperwork and pay for and pick up their vehicle. Our survey data indicates that during fiscal 2009, more than 70% of customers who purchased a vehicle from us had visited our website first.
 

 
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Suppliers for Used Vehicles.  We acquire used vehicle inventory directly from consumers through our in-store appraisal process and through other sources, including local, regional and online auctions, wholesalers, franchised and independent dealers and fleet owners, such as leasing companies and rental companies.  In calendar 2008, more than 36 million used vehicles were remarketed in the U.S., of which approximately 9 million had been sourced at wholesale auction.
 
Our used vehicle inventory acquired directly from consumers through our appraisal process helps provide an inventory of makes and models that reflects the tastes of each market.  In fiscal 2007, we began testing a stand-alone car-buying center in Atlanta, Georgia.  Our goal for the car-buying center was to increase appraisal traffic and generate incremental vehicle purchases from individual consumers.  We expanded this test in fiscal 2008 and fiscal 2009, and we operated a total of five car-buying centers as of February 28, 2009.
 
We have replaced the traditional “trade-in” transaction with a process in which a CarMax-trained buyer appraises a customer’s vehicle and provides the owner with a written, guaranteed offer that is good for seven days.  An appraisal is available to every customer free of charge, whether or not the customer purchases a vehicle from us.  Based on their age, mileage or condition, fewer than half of the vehicles acquired through this in-store appraisal process meet our high quality retail standards.  Those vehicles that do not meet our retail standards are sold to licensed dealers through on-site wholesale auctions.
 
The inventory purchasing function is primarily performed at the store level and is the responsibility of the buyers, who handle both on-site appraisals and off-site auction purchases.  Our buyers evaluate all used vehicles based on internal and external auction data and market sales, as well as estimated reconditioning costs and, for off-site purchases, transportation costs.  Our buyers, in collaboration with our home office staff, utilize the extensive inventory and sales trend data available through the CarMax information system to decide which inventory to purchase at off-site auctions.  Our inventory and pricing models help the buyers tailor inventories to the buying preferences at each superstore, recommend pricing adjustments and optimize inventory turnover to help maintain gross profit per unit.
 
Based on consumer acceptance of the in-store appraisal process, our experience and success to date in acquiring vehicles from auctions and other sources, and the large size of the U.S. auction market relative to our needs, we believe that sources of used vehicles will continue to be sufficient to meet our current and future needs.
 
Suppliers for New Vehicles.  Our new car operations are governed by the terms of the sales, service and dealer agreements.  Among other things, these agreements generally impose operating requirements and restrictions, including inventory levels, working capital, monthly financial reporting, signage and cooperation with marketing strategies.  A manufacturer may terminate a dealer agreement under certain circumstances, including a change in ownership without prior manufacturer approval, failure to maintain adequate customer satisfaction ratings or a material breach of other provisions of the agreement.  In addition to selling new vehicles using our low, no-haggle price strategy, the franchise and dealer agreements generally allow us to perform warranty work on these vehicles and sell related parts and services within a specified market area.  Designation of specified market areas generally does not guarantee exclusivity within a specified territory.
 
Seasonality. Historically, our business has been seasonal.  Typically, our superstores experience their strongest traffic and sales in the spring and summer quarters.  Sales are typically slowest in the fall quarter, when used vehicles generally experience proportionately more of their annual depreciation.  We believe this is partly the result of a decline in customer traffic, as well as discounts on model year closeouts that can pressure pricing for late-model used vehicles.  Customer traffic generally tends to slow in the fall as the weather changes and as customers shift their spending priorities toward holiday-related expenditures.  In fiscal 2009, the traditional seasonal sales patterns were masked by the weakness in the economy and the stresses on consumer spending, which adversely affected industry-wide auto sales.
 
Products and Services
Merchandising.  We offer customers a broad selection of makes and models of used vehicles, including both domestic and imported vehicles, at competitive prices.  Our used car selection covers popular brands from manufacturers such as Chrysler, Ford, General Motors, Honda, Hyundai, Mazda, Mitsubishi, Nissan, Subaru, Toyota and Volkswagen and luxury brands such as Acura, BMW, Infiniti, Lexus and Mercedes.  Our primary focus is vehicles that are 1 to 6 years old, have fewer than 60,000 miles and generally range in price from $11,000 to $28,000.  For the more cost-conscious consumer, we also offer used cars that are more than 6 years old or have 60,000 miles or more and that generally range in price from $7,700 to $20,000.
 

 
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We have implemented an everyday low-price strategy under which we set no-haggle prices on both our used and new vehicles.  We believe that our pricing is competitive with the best-negotiated prices in the market.  Prices on all vehicles are clearly displayed on each vehicle’s information sticker; on carmax.com, AutoTrader.com and cars.com; and, where applicable, in our newspaper advertising.  We extend our no-haggle philosophy to every component of the vehicle transaction, including vehicle appraisal offers, financing rates, accessories, extended service plan pricing and vehicle documentation fees.
 
Reconditioning and Service.  An integral part of our used car consumer offer is the reconditioning process.  This process includes a comprehensive Certified Quality Inspection of the engine and all major systems, including cooling, fuel, drivetrain, transmission, electronics, suspension, brakes, steering, air conditioning and other equipment, as well as the interior and exterior of the vehicle.  Based on this quality inspection, we determine the reconditioning necessary to bring the vehicle up to our high quality standards.  Our service technicians complete vehicle inspections.  We perform most routine mechanical and minor body repairs in-house; however, for some reconditioning services, we engage third parties specializing in those services. Some superstores depend upon nearby, typically larger, superstores for reconditioning, which increases efficiency and reduces overhead.
 
All CarMax used car superstores provide vehicle repair service including repairs of vehicles covered by our extended service plans.  We also provide factory-authorized service at all new car franchises.  We have developed systems and procedures that are intended to ensure that our retail repair service is conducted in the same customer-friendly and efficient manner as our other operations.
 
We believe that the efficiency of our reconditioning and service operations is enhanced by our modern facilities, a technician mentoring process and our information systems.  The mentoring process and our compensation programs are designed to increase the productivity of technicians, identify opportunities for cost reduction and achieve high-quality repairs.  Our information systems provide the ability to track repair history and enable trend analysis, which serves as guidance for our continuous improvement efforts.
 
Wholesale Auctions. Vehicles purchased through our in-store appraisal process that do not meet our retail standards are sold through on-site wholesale auctions.  As of February 28, 2009, wholesale auctions were conducted at 49 of our 100 superstores and were generally held on a weekly or bi-weekly basis.  Auction frequency at a given superstore is determined by the number of vehicles to be auctioned, which depends on the number of stores and the market awareness of CarMax and our in-store appraisal offer in that market.  The typical wholesale vehicle is approximately 10 years old and has more than 100,000 miles.  Participation in our wholesale auctions is restricted to licensed automobile dealers, the majority of whom are independent dealers.  To participate in a CarMax auction, dealers must register with our centralized auction support group, at which time we determine the purchase limit available to each dealer.  We make conditional announcements on each vehicle, including those for vehicles with major mechanical issues, possible frame or flood damage, branded titles, salvage history and unknown true mileage.  Professional, licensed auctioneers conduct our auctions.  The average auction sales rate was 97% in fiscal 2009.  Dealers pay a fee to us based on the sales price of the vehicles they purchase.
 
Customer Credit.  We offer customers a wide range of financing alternatives, which we believe enhances the CarMax consumer offer.  Before the effect of 3-day payoffs and vehicle returns, CAF financed more than 40% of our retail vehicle unit sales in fiscal 2009.  Customer credit applications are initially reviewed by CAF and may also be reviewed by a third-party provider.  Customers who are not approved by either CAF or the initial third-party provider may be evaluated by other lenders.  Having a wide array of financing sources not only increases discrete approvals, but also expands the choices for our customers.  To this end, we have tested, and will continue to test, other third-party providers.

Customers applying for financing provide credit information that is electronically submitted by sales consultants through our proprietary information system.  A majority of applicants receive a response within five minutes.  The vehicle financings are retail installment contracts secured by the vehicles financed.  For the majority of the loans arranged by the third-party providers, we are paid a fixed, prenegotiated fee per vehicle financed.  We have no recourse liability on retail installment contracts arranged with third-party providers.  Customers are permitted to refinance or pay off their loans within three business days of a purchase without incurring any finance or related charges.  
 
Extended Service Plans.  At the time of the sale, we offer the customer an extended service plan.  We sell these plans on behalf of unrelated third parties that are the primary obligors.  Under the third-party service plan programs, we have no contractual liability to the customer.  The extended service plans have terms of coverage from 12 to 72 months, depending on the vehicle mileage, make and age.  We offer extended service plans at low, fixed prices, which are based primarily on the historical repair record of the vehicle make and
 

 
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model and the length of coverage selected.  All extended service plans that we sell (other than manufacturer programs) have been designed to our specifications and are administered by the third parties through private-label arrangements.  We receive a commission from the administrator at the time the extended service plan is sold.  In fiscal 2009, more than half of the customers purchasing a used vehicle from CarMax also purchased an extended service plan.
 
Our extended service plan customers have access to vehicle repair service at each CarMax store and to the third-party administrators’ nationwide network consisting of thousands of independent and franchised service providers.  We believe that the quality of the services provided by this network, as well as the broad scope of our extended service plans, helps promote customer satisfaction and loyalty, and thus increases the likelihood of repeat and referral business.
 
Systems
Our stores are supported by an advanced information system that improves the customer experience while providing tightly integrated automation of all operating functions.  Using in-store information kiosks, customers can search our entire vehicle inventory and print a detailed listing for any vehicle, which includes the vehicle’s features and specifications and its location on the display lot.  Our inventory management system tracks every vehicle through its life from purchase through reconditioning and test-drives to ultimate sale.  Bar codes are placed on each vehicle and on each parking space on the display lot, and all vehicle bar codes are scanned daily as a loss prevention measure.  Test-drive information is captured on every vehicle using radio frequency identification devices, linking the specific vehicle and the sales consultant.  We also capture data on vehicles we wholesale, which helps us track market pricing.  An online finance application process and computer-assisted document preparation ensure rapid completion of the sales transaction.  Behind the scenes, our proprietary store technology provides our management with real-time information about every aspect of store operations, such as inventory management, pricing, vehicle transfers, wholesale auctions and sales consultant productivity. In addition, our store system provides a direct link to our proprietary credit processing information system to facilitate the credit review and approval process.
 
Our inventory management and pricing system allows us to buy the mix of makes, models, age, mileage and price points tailored to customer buying preferences at each superstore.  This system also generates recommended initial retail price points, as well as retail price markdowns for specific vehicles based on complex algorithms that take into account factors including sales history, consumer interest and seasonal patterns.  We believe this systematic approach to vehicle pricing allows us to optimize inventory turns, which minimizes the depreciation risk inherent in used cars and helps us to achieve our targeted gross profit dollars per unit.
 
In addition to inventory management, our Electronic Repair Order system (“ERO”) is used by the service department to sequence reconditioning procedures.  ERO provides information that helps increase quality and reduce costs, which further enhances our customer service and profitability.
 
Through our centralized systems, we are able to immediately integrate new stores into our store network, allowing the new stores to rapidly achieve operating efficiency.  We continue to enhance and refine our information systems, which we believe to be a core competitive advantage.  The design of our information systems incorporates off-site backups, redundant processing and other measures to reduce the risk of significant data loss in the event of an emergency or disaster.
 
Associates
On February 28, 2009, we had a total of 13,035 associates, including 10,101 hourly and salaried associates and 2,934 sales associates, who worked on a commission basis.  Sales consultants include both full-time and part-time employees.  We employ additional associates during peak selling seasons.  As of February 28, 2009, our location general managers averaged more than nine years of CarMax experience, in addition to prior retail management experience.  We open new stores with experienced management teams drawn from existing stores.
 
We believe we have created a unique corporate culture and maintain good employee relations. No associate is subject to a collective bargaining agreement. We focus on providing our associates with the information and resources they need to offer exceptional customer service.  We reward associates whose behavior exemplifies our culture, and we believe that our favorable working conditions and compensation programs allow us to attract and retain highly qualified individuals.  We have been recognized for the success of our efforts by a number of external organizations.
 
 

 
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Training.  To further support our emphasis on attracting, developing and retaining qualified associates, we have made a commitment to providing exceptional training programs.  On average, each store associate completed at least 13 online or classroom courses, totaling more than 57 hours of training per associate in fiscal 2009.  Store associates receive structured, self-paced training that introduces them to company policies and their specific job responsibilities through KMX University – our proprietary intranet-based testing and tracking system.  KMX University is comprised of customized applications hosted within a learning management system that allow us to author, deliver and track training events and to measure associate competency before and after training.  In fiscal 2009, nearly one million hours of training were delivered through KMX University.  Most new store associates are also assigned mentors who provide on-the-job guidance and support.
 
We also provide comprehensive, facilitator-led classroom training courses to sales consultants, buyers, automotive technicians and managers.  All sales consultants receive extensive customer service training both initially and on an ongoing basis.  Buyers-in-training undergo a 6- to 18-month apprenticeship under the supervision of experienced buyers, and they generally will assist with the appraisal of more than 1,000 cars before making their first independent purchase.  We utilize a mix of internal and external technical training programs in an effort to provide a stable future supply of qualified technicians.  Reconditioning and mechanical technicians attend in-house and vendor-sponsored training programs designed to develop their skills in performing repairs on the diverse makes and models of vehicles we sell.  Technicians at our new car franchises also attend manufacturer-sponsored training programs to stay abreast of current diagnostic, repair and maintenance techniques for those manufacturers’ vehicles.  Additionally, our new managers attend an intensive week-long workshop at the home office where they meet with senior leaders and learn fundamental CarMax management skills.
 
Laws and Regulations
Vehicle Dealer and Other Laws and Regulations.  We operate in a highly regulated industry.  In every state in which we operate, we must obtain various licenses and permits in order to conduct business, including dealer, service, sales and finance licenses issued by state and certain local regulatory authorities.  A wide range of federal, state and local laws and regulations govern the manner in which we conduct business, including advertising, sales, financing and employment practices.  These laws include consumer protection laws, privacy laws, anti-money laundering laws and state franchise laws, as well as other laws and regulations applicable to new and used motor vehicle dealers.  These laws also include federal and state wage-hour, anti-discrimination and other employment practices laws.  Our financing activities with customers are subject to federal truth-in-lending, consumer leasing and equal credit opportunity laws and regulations, as well as state and local motor vehicle finance and collection laws, installment finance laws and usury laws.

Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.
 
Environmental Laws and Regulations. We are subject to a variety of federal, state and local laws and regulations that pertain to the environment.  Our business involves the use, handling and disposal of hazardous materials and wastes, including motor oil, gasoline, solvents, lubricants, paints and other substances.  We are subject to compliance with regulations concerning the operation of underground and aboveground gasoline storage tanks, aboveground oil tanks and automotive spray booths.
 
AVAILABILITY OF REPORTS AND OTHER INFORMATION 
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements on Schedule 14A, as well as any amendments to those reports, are available without charge through our website, carmax.com, as soon as reasonably practicable after filing or furnishing the material to the Securities and Exchange Commission (“SEC”).  The contents of our website are not, however, part of this report.
 
In addition, our Corporate Governance Guidelines and Code of Business Conduct, as well as the charters of the Audit Committee, Nominating and Governance Committee and Compensation and Personnel Committee, are available to shareholders and the public through the “Corporate Governance” link on our investor information home page at investor.carmax.com.  Printed copies of these documents are available to any shareholder, without charge, upon written request to our corporate secretary at the address set forth on the cover page of this report.  Any changes to these documents or reportable waivers of the Code of Business Conduct are promptly disclosed on our website.
 
 

 
10

 

 
Item 1A.  Risk Factors.
 
We are subject to various risks, including the risks described below.  Our business, results of operations and financial condition could be materially and adversely affected by any of these risks or additional risks not presently known or that we currently deem immaterial.

Economic Conditions.  In the normal course of business, we are subject to changes in general or regional U.S. economic conditions, including, but not limited to, consumer credit availability, consumer credit delinquency and loss rates, interest rates, gasoline prices, inflation, personal discretionary spending levels and consumer sentiment about the economy in general.  Any significant changes in economic conditions could adversely affect consumer demand and/or increase costs.

Capital.  Changes in the availability or cost of capital and working capital financing, including the long-term financing to support our geographic expansion, when resumed, and financing of auto loan receivables, could adversely affect growth and operating strategies.  Further, our current credit facility and certain securitization and sale-leaseback agreements contain covenants and/or performance triggers.  Any failure to comply with these covenants and/or performance triggers could have a material adverse effect on our business, results of operations and financial condition.

We use and have historically relied upon a securitization program to fund substantially all of the auto loan receivables originated by CAF.  Initially, we sell these receivables into our warehouse facility.  We periodically refinance the receivables through term securitizations.  Changes in the condition of the asset-backed securitization market have led, and could in the future lead, us to incur higher costs to access funds in this market or we could be required to seek alternative means to finance our loan originations.  In the event that this market ceased to exist and there were no immediate alternative funding sources available, we might be forced to curtail our lending practices for some period of time.  The impact of reducing or curtailing CAF’s loan originations could have a material adverse impact on our business, sales and results of operations.

Disruptions in the capital and credit markets could adversely affect our ability to draw on our revolving credit facility. If our ability to secure funds from the facility were significantly impaired, our access to working capital would be impacted, our ability to maintain appropriate inventory levels could be affected and these conditions could have a material adverse effect on our business, sales, results of operations and financial condition.

Third-Party Financing Providers.  CarMax provides financing to qualified customers through CAF and a number of third-party financing providers. In the event that one or more of these third-party providers could no longer, or choose not to, provide financing to our customers, could only provide financing to a reduced segment of our customers or could no longer provide financing at competitive rates of interest, it could have a material impact on our business, sales and results of operations.  Additionally, if we were unable to replace current third-party financing providers upon the occurrence of one or more of the foregoing events, it could also have a material impact on our business, sales and results of operations.

Competition.  Automotive retailing is a highly competitive business.  Our competition includes publicly and privately owned new and used car dealers, as well as millions of private individuals.  Competitors sell the same or similar makes of vehicles that we offer in the same or similar markets at competitive prices.  Further, new entrants to the market could result in increased acquisition costs for used vehicles and lower-than-expected vehicle sales and margins.  Competition could be affected by the increasing use of Internet-based marketing for both used vehicles and vehicle financing.  Customers are increasingly using the Internet to compare pricing for cars and related financing, which could further reduce sales and adversely affect our results of operations.  In addition, CAF is subject to competition from various financial institutions.

Retail Prices.  Any significant changes in retail prices for used and new vehicles could reduce sales and profits.  If any of our competitors seek to gain or retain market share by reducing prices for used or new vehicles, we would likely reduce our prices in order to remain competitive, which could result in a decrease in our sales revenue and results of operations and require a change in our operating strategies.


 
11

 

Inventory.  A reduction in the availability or access to sources of inventory would adversely affect our business.  A failure to adjust appraisal offers to stay in line with broader market trade-in offer trends, or a failure to recognize those trends, could negatively impact the ability to acquire inventory.  Should we develop excess inventory, the inability to liquidate the excess inventory at prices that allow us to meet margin targets or to recover our costs would adversely affect our results of operations.

Regulatory and Legislative Environment.  We are subject to a wide range of federal, state and local laws and regulations, such as licensing requirements and laws regarding advertising, vehicle sales, financing and employment practices.  Our facilities and business operations are also subject to laws and regulations relating to environmental protection and health and safety.  The violation of these laws or regulations could result in administrative, civil or criminal penalties or in a cease-and-desist order against business operations.  As a result, we have incurred and will continue to incur, capital and operating expenditures and other costs to comply with these laws and regulations.  Further, over the past several years, private plaintiffs and federal, state and local regulatory and law enforcement authorities have increased their scrutiny of advertising, sales, financing and insurance activities in the sale and leasing of motor vehicles.  If, as a result, other automotive retailers adopt more transparent, consumer-oriented business practices, our differentiation versus those retailers could be reduced.

The U.S. Congress is considering and may adopt various forms of legislation designed to spur automobile sales through the use of purchase vouchers, tax credits and mass transit reimbursements.  Depending on the legislation that is adopted, if any, these incentives may only be available to consumers who purchase new vehicles or vehicles achieving high fuel-efficiency standards.  If these incentives are limited solely to purchasers of new vehicles, or if we are unable to maintain an inventory of vehicles achieving the mandated fuel-efficiency standards, these conditions could have a material adverse effect on our business, sales, results of operations and financial condition.

Management and Workforce.  Our success depends upon the continued contributions of our store, region and corporate management teams.  Consequently, the loss of the services of key employees could have a material adverse effect on our business.  In addition, when we resume store growth, we will need to hire additional personnel as we open new stores.  The market for qualified employees in the industry and in the regions in which we operate is highly competitive and could result in increased labor costs during periods of low unemployment.

Information Systems.  Our business is dependent upon the efficient operation of our information systems. In particular, we rely on our information systems to effectively manage sales, inventory, consumer financing and customer information.  The failure of these systems to perform as designed or the failure to maintain and continually enhance or protect the integrity of these systems could disrupt our business operations, impact sales and results of operations, expose us to customer or third-party claims or result in adverse publicity.

Accounting Policies and Matters. We have identified several accounting policies as being “critical” to the fair presentation of our financial condition and results of operations because they involve major aspects of our business and require management to make judgments about matters that are inherently uncertain.  Materially different amounts could be recorded under different conditions or using different assumptions.

Additionally, the Financial Accounting Standards Board is currently considering various proposed rule changes including, but not limited to, changes relating to the accounting for securitization transactions and potential changes in accounting for leases.  The SEC is currently considering adopting rules that would require U.S. issuers to prepare their financial statements contained in SEC filings in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.  The implementation of these or other new accounting requirements or changes to U.S. generally accepted accounting principles could adversely affect our reported results of operations and financial condition.

Confidential Customer Information.  In the normal course of business, we collect, process and retain sensitive and confidential customer information.  Despite the security measures we have in place, our facilities and systems, and those of third-party service providers, could be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us or by third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise affect our results of operations.


 
12

 

Litigation.  We are subject to various litigation matters, which could adversely affect our business.  Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, or by governmental entities in civil or criminal investigations and proceedings.  These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including suspension or revocation of licenses to conduct business.

Domestic-based Automotive Manufacturers.  Adverse conditions affecting one or more domestic-based automotive manufacturers could impact our profitability.  Recently, the financial condition and operating results of these manufacturers have deteriorated significantly, and it is possible that one or more of these manufacturers could file for bankruptcy protection.  Certain actions that these manufacturers may take, including bankruptcy filing, could adversely affect consumer demand for and values of used vehicles produced by these manufacturers, which could have a material effect on our business, results of operations and financial condition.

Weather.  The occurrence of severe weather events, such as rain, snow, wind, storms, hurricanes or other natural disasters, could cause store closures, adversely affecting consumer traffic, and could adversely affect our results of operations.

Seasonal Fluctuations.  Our business is subject to seasonal fluctuations.  We generally realize a higher proportion of revenue and operating profit during the first and second fiscal quarters.  If conditions arise that impair vehicle sales during the first or second fiscal quarters, these conditions could have a disproportionately large adverse effect on annual results of operations.

Geographic Concentration.  Our performance is subject to local economic, competitive and other conditions prevailing in geographic areas where we operate.  Since a large number of our superstores are located in the Southeastern U.S. and in the Chicago, Los Angeles and Washington, D.C./Baltimore markets, our results of operations depend substantially on general economic conditions and consumer spending habits in these markets.  In the event that any of these geographic areas experienced a downturn in economic conditions, it could adversely affect our business and results of operations.

Real Estate.  Our inability to acquire or lease suitable real estate at favorable terms could limit our expansion, when resumed, and could have a material adverse affect on our business and results of operations.

Other Material Events.  The occurrence of certain material events including acts of terrorism, the outbreak of war or other significant national or international events could adversely affect our business, results of operations or financial condition.

 
13

 


 
Item 1B.  Unresolved Staff Comments.
 
None.
 
Item 2.  Properties.
 
We conduct our used vehicle operations in two basic retail formats – production and non-production superstores.  Production superstores are those locations at which vehicle reconditioning is performed, while non-production superstores do not perform vehicle reconditioning.  In determining whether to construct a production or a non-production superstore on a given site, we take several factors into account, including the anticipated long-term reconditioning needs and the available acreage of this and other sites in that market.  As a result, some superstores that are constructed to accommodate reconditioning activities may initially be operated as non-production superstores until we expand our presence in that market.  As of February 28, 2009, we operated 59 production superstores and 41 non-production superstores. At that date, we also operated one new car store, which was located adjacent to our used car superstore in Laurel, Maryland.  Our remaining five new car franchises are operated as part of our used car superstores.
 
Production superstores are generally 40,000 to 60,000 square feet on 10 to 25 acres, but a few range from approximately 70,000 to 95,000 square feet on 20 to 35 acres.  Non-production superstores are generally 10,000 to 25,000 square feet on 4 to 12 acres.
 
Used Car Superstores as of February 28, 2009
 
Total
Alabama
2
Arizona
3
California
13
Colorado
1
Connecticut
2
Florida
10
Georgia
5
Illinois
6
Indiana
2
Kansas
2
Kentucky
1
Maryland
4
Mississippi
1
Missouri
1
Nebraska
1
Nevada
2
New Mexico
1
North Carolina
8
Ohio
2
Oklahoma
2
South Carolina
3
Tennessee
4
Texas
12
Utah
1
Virginia
8
Wisconsin
3
Total
100
 
We have financed the majority of our stores through sale-leaseback transactions.  As of February 28, 2009, we leased 59 of our 100 used car superstores.  We owned the remaining 41 stores currently in operation and the three superstores that have been substantially completed, but which will not be opened until market conditions improve.  We also own our home office building in Richmond, Virginia, and land associated with planned future store openings.
 
 
 
14

 

 
Expansion
For the last several years, we expanded our store base by approximately 15% annually.  In August 2008, we announced that we would temporarily slow our store growth as a result of the weak economic and sales environment.  In December 2008, following further deterioration in market conditions, we announced a temporary suspension in store growth.  At that time, we had four stores under construction that we had originally planned to open in fiscal 2009, including stores in Potomac Mills, Virginia; Augusta, Georgia; Cincinnati, Ohio; and Dayton, Ohio.  We only opened the Potomac Mills store in our well-established Washington, D.C. market.  The remaining three stores were substantially completed at the end of fiscal 2009 and are in markets where CarMax does not already have a presence, and given the resulting low consumer awareness of our business model, we chose not to open these stores until market conditions improve.
 
We continue to believe that we are well positioned to succeed in the highly competitive automotive retail industry.  We have built a strong foundation for future growth based upon our unique knowledge of the used car market, established presence in key locations and ability to execute our business plan in a market subject to continuous change.  We continue to refine our operating strategies and have grown to be the nation’s largest retailer of used cars.
 
For additional details on fiscal 2010, see “Operations Outlook,” included in Part II, Item 7, of this Form 10-K.
 
Item 3.  Legal Proceedings.
 
On April 2, 2008, Mr. John Fowler filed a putative class action lawsuit against CarMax Auto Superstores California, LLC and CarMax Auto Superstores West Coast, Inc. in the Superior Court of California, County of Los Angeles.  Subsequently, two other lawsuits, Leena Areso et al. v.  CarMax Auto Superstores California, LLC and Justin Weaver v. CarMax Auto Superstores California, LLC, were consolidated as part of the Fowler case.  The allegations in the consolidated case involve: (1) failure to provide meal and rest breaks or compensation in lieu thereof; (2) failure to pay wages of terminated or resigned employees related to meal and rest breaks and overtime; (3) failure to pay overtime; (4) failure to comply with itemized employee wage statement provisions; and (5) unfair competition.  The putative class consists of sales consultants, sales managers, and other hourly employees who worked for the company in California from April 2, 2004, to the present.  The lawsuit seeks compensatory and special damages, wages, interest, civil and statutory penalties, restitution, injunctive relief and the recovery of attorneys’ fees.  We are unable to make a reasonable estimate of the amount or range of loss that could result from an unfavorable outcome in this matter.

We are involved in various other legal proceedings in the normal course of business.  Based upon our evaluation of information currently available, we believe that the ultimate resolution of any such proceedings will not have a material adverse effect, either individually or in the aggregate, on our financial condition or results of operations.
 
Item 4.  Submission of Matters to a Vote of Security Holders.
 
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2009.
 

 

 
15

 

 

 
PART II

Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed and traded on the New York Stock Exchange under the ticker symbol KMX.

As of February 28, 2009, there were approximately 7,000 CarMax shareholders of record.

The following table sets forth for the fiscal periods indicated, the high and low sales prices per share for our common stock, as reported on the New York Stock Exchange composite tape and adjusted for the effect of the 2-for-1 stock split in March 2007.

   
First
Quarter
   
Second
Quarter
   
Third
Quarter
   
Fourth
Quarter
 
Fiscal 2009
                       
High                                             
  $ 21.99     $ 19.95     $ 20.70     $ 10.38  
Low                                             
  $ 17.30     $ 10.53     $ 5.76     $ 6.59  
                                 
Fiscal 2008
                               
High                                             
  $ 27.75     $ 27.42     $ 25.38     $ 23.47  
Low                                             
  $ 22.63     $ 20.33     $ 18.67     $ 15.81  


To date, we have not paid a cash dividend on CarMax common stock.  In the near term, we believe it is prudent to retain our net earnings for use in operations and to maintain maximum financial flexibility and liquidity for our business.  Longer term, we intend to continue to retain our net earnings for use in operations and, when we resume our store growth plan, for geographic expansion.  Therefore, we do not anticipate paying any cash dividends in the foreseeable future.

During the fourth quarter of fiscal 2009, we sold no CarMax equity securities that were not registered under the Securities Act of 1933, as amended.  In addition, we did not repurchase any CarMax equity securities during this period.
 
Performance Graph
The following graph compares the five-year cumulative total return among CarMax common stock, the S&P 500 Index and the S&P 500 Retailing Index.  The graph assumes an original investment of $100 in our common stock and in each index on February 28, 2004, and the reinvestment of dividends, if applicable.

 

 
16

 


 
   
As of February 28 or 29
 
   
2004
   
2005
   
2006
   
2007
   
2008
   
2009
 
CarMax                                  
  $ 100.00     $ 97.06     $ 92.41     $ 155.00     $ 108.00     $ 55.47  
S&P 500 Index                                  
  $ 100.00     $ 106.98     $ 115.96     $ 129.84     $ 125.17     $ 70.95  
S&P 500 Retailing Index
  $ 100.00     $ 110.07     $ 123.02     $ 136.39     $ 107.35     $ 71.56  
 



 
17

 

Item 6.  Selected Financial Data.

   
FY09
   
FY08
   
FY07
   
FY06
   
FY05
   
FY04
 
Income statement information
(In millions)
                                   
Used vehicle sales                                             
  $ 5,690.7     $ 6,589.3     $ 5,872.8     $ 4,771.3     $ 3,997.2     $ 3,470.6  
New vehicle sales                                             
    261.9       370.6       445.1       502.8       492.1       515.4  
Wholesale vehicle sales    
    779.8       985.0       918.4       778.3       589.7       440.6  
Other sales and revenues       
    241.6       254.6       229.3       207.6       181.3       171.1  
Net sales and operating revenues
    6,974.0       8,199.6       7,465.7       6,260.0       5,260.3       4,597.7  
Gross profit                                             
    968.2       1,072.4       971.1       790.7       650.2       570.9  
CarMax Auto Finance income
    15.3       85.9       132.6       104.3       82.7       85.0  
SG&A                                             
    882.4       858.4       776.2       674.4       565.3       479.3  
Earnings before income taxes            
    96.8       297.1       323.3       217.6       165.8       178.4  
Income tax provision                                             
    37.6       115.0       124.8       83.4       64.5       68.9  
Net earnings                                             
    59.2       182.0       198.6       134.2       101.3       109.6  
Share and per share information
(Shares in millions)
                                               
Weighted average shares outstanding:
                                               
Basic                                             
    217.5       216.0       212.5       209.3       208.1       207.0  
Diluted                                             
    220.5       220.5       216.7       212.8       211.3       210.6  
Net earnings per share:
                                               
Basic                                             
  $ 0.27     $ 0.84     $ 0.93     $ 0.64     $ 0.49     $ 0.53  
Diluted                                             
  $ 0.27     $ 0.83     $ 0.92     $ 0.63     $ 0.48     $ 0.52  
 
Balance sheet information (In millions)
                                               
Total current assets                                             
  $ 1,287.8     $ 1,356.9     $ 1,150.5     $ 941.7     $ 853.0     $ 760.5  
Total assets                                             
    2,379.2       2,333.2       1,885.6       1,509.6       1,306.3       1,055.1  
Total current liabilities                                             
    490.8       490.0       512.0       344.9       317.8       232.2  
Short-term debt                                             
    0.9       21.0       3.3       0.5       65.2       4.4  
Current portion of long-term debt
    158.1       79.7       148.4       59.8       0.3        
Long-term debt, excluding current portion
    178.1       227.2       33.7       134.8       128.4       100.0  
Total shareholders’ equity            
    1,593.1       1,488.9       1,247.4       980.1       814.2       688.0  
 
Unit sales information
                                               
Used vehicle units sold                                             
    345,465       377,244       337,021       289,888       253,168       224,099  
New vehicle units sold                                             
    11,084       15,485       18,563       20,901       20,636       21,641  
Wholesale vehicle units sold     
    194,081       222,406       208,959       179,548       155,393       127,168  
 
Percent changes in
                                               
Comparable store used vehicle unit sales
    (16 )     3       9       4       1       6  
Total used vehicle unit sales          
    (8 )     12       16       15       13       18  
Total net sales and operating revenues
    (15 )     10       19       19       14       16  
Net earnings                                             
    (67 )     (8 )     48       32       (8 )     21  
Diluted net earnings per share
    (67 )     (10 )     46       31       (8 )     21  
 
Other year-end information
                                               
Used car superstores                                             
    100       89       77       67       58       49  
Associates                                             
    13,035       15,637       13,736       11,712       10,815       9,355  





 
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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes presented in Item 8, Consolidated Financial Statements and Supplementary Data.  Note references are to the notes to consolidated financial statements included in Item 8.  Amounts and percentages in tables may not total due to rounding.  Certain prior year amounts have been reclassified to conform to the current year’s presentation.  All share and per share amounts for prior periods have been adjusted to reflect our 2-for-1 common stock split in March 2007.
 
BUSINESS OVERVIEW
 
General
CarMax is the nation’s largest retailer of used vehicles.  We pioneered the used car superstore concept, opening our first store in 1993.  Our strategy is to better serve the auto retailing market by addressing the major sources of customer dissatisfaction with traditional auto retailers and to maximize operating efficiencies through the use of standardized operating procedures and store formats enhanced by sophisticated, proprietary management information systems.  As of February 28, 2009, we operated 100 used car superstores in 46 markets, comprised of 34 mid-sized markets, 11 large markets and 1 small market.  We define mid-sized markets as those with television viewing populations generally between 600,000 and 2.5 million people.  We also operated six new car franchises.  In fiscal 2009, we sold 345,465 used cars, representing 97% of the total 356,549 vehicles we sold at retail.
 
We believe the CarMax consumer offer is distinctive within the auto retailing marketplace.  Our offer provides customers the opportunity to shop for vehicles the same way they shop for items at other big box retailers.  Our consumer offer is structured around our four customer benefits: low, no-haggle prices; a broad selection; high quality vehicles; and a customer-friendly sales process.  Our website, carmax.com, is a valuable tool for communicating the CarMax consumer offer, a sophisticated search engine and an efficient channel for customers who prefer to conduct their shopping online.  We generate revenues, income and cash flows primarily by retailing used vehicles and associated items including vehicle financing, extended service plans (“ESPs”) and vehicle repair service.
 
We also generate revenues, income and cash flows from the sale of vehicles purchased through our appraisal process that do not meet our retail standards.  These vehicles are sold through on-site wholesale auctions.  Wholesale auctions are generally held on a weekly or bi-weekly basis, and as of February 28, 2009, we conducted auctions at 49 used car superstores.  During fiscal 2009, we sold 194,081 wholesale vehicles.  On average, the vehicles we wholesale are approximately 10 years old and have more than 100,000 miles.  Participation in our wholesale auctions is restricted to licensed automobile dealers, the majority of whom are independent dealers and licensed wholesalers.
 
CarMax provides financing to qualified retail customers through CarMax Auto Finance (“CAF”), our finance operation, and a number of third-party financing providers.  As of February 28, 2009, these third parties included Bank of America Dealer Financial Services, Capital One Auto Finance, CitiFinancial Auto, Santander Consumer USA, Wachovia Dealer Services and Wells Fargo Auto.  We collect fixed, prenegotiated fees from the majority of the third-party providers, and we periodically test additional providers.  CarMax has no recourse liability for the financing provided by these third parties.
 
We sell ESPs on behalf of unrelated third parties who are the primary obligors.  As of February 28, 2009, the used vehicle third-party ESP providers were CNA National Warranty Corporation and The Warranty Group.  We have no contractual liability to the customer under these third-party service plans.  Extended service plan revenue represents commissions from the unrelated third parties.
 
Over the long term, we believe the primary driver for earnings growth will be vehicle unit sales growth, both from new stores and from stores included in our comparable store base.  We target a dollar range of gross profit per used unit sold.  The gross profit dollar target for an individual vehicle is based on a variety of factors, including its anticipated probability of sale and its mileage relative to its age; however, it is not primarily based on the vehicle’s selling price.
 

 
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We are still at a relatively early stage in the national rollout of our retail concept, and as of February 28, 2009, we had used car superstores located in markets that comprised approximately 45% of the U.S. population.  Prior to August 2008, we had planned to open used car superstores at a rate of approximately 15% of our used car superstore base each year.  In August 2008, we announced that we would temporarily slow our store growth as a result of the weak economic and sales environment.  In December 2008, following further deterioration in market conditions we announced a temporary suspension in store growth.  We believe this suspension will reduce our capital needs and improve profitability.
 
In the near term, our principal challenges are related to the recession, which caused a dramatic decline in industry-wide auto sales, and the disruption of the asset-backed securitization market, which historically has been used to provide funding for CAF loan originations.  In fiscal 2009, we experienced a large decline in customer traffic, which led to significant reductions in our sales and gross profits and caused the deleveraging of our selling, general and administrative expenses.  A decline in investor interest in asset-backed securities caused us to slow CAF’s share of originations in the second half of fiscal 2009, in an effort to slow the utilization of our warehouse facility.
 
Longer term, when economic conditions improve and we resume geographic growth, we believe the principal challenges we face will include our ability to build our management bench strength to support the store growth and our ability to procure suitable real estate at reasonable costs.  We staff each newly opened store with an experienced management team.  Therefore, when we are expanding our store base, we must recruit, train and develop managers and associates to fill the pipeline necessary to support future store openings.
 
Fiscal 2009 Highlights
·  
We believe the weakness in the economy and the stresses on consumer spending caused by the recession adversely affected industry-wide auto sales in fiscal 2009.
·  
Net sales and operating revenues decreased 15% to $6.97 billion from $8.20 billion in fiscal 2008, while net earnings decreased to $59.2 million, or $0.27 per share, from $182.0 million, or $0.83 per share.
·  
Total used vehicle revenues declined 14% to $5.69 billion versus $6.59 billion in fiscal 2008.  Total used vehicle unit sales decreased 8%, reflecting the combination of a 16% decrease in comparable store used unit sales partially offset by the growth in our store base.  The average used vehicle selling price declined 6%, primarily as a result of a decline in acquisition costs caused by the weak wholesale vehicle market.
·  
We opened 11 used car superstores in fiscal 2009, increasing our store base by 12%.  We expanded our presence in five existing markets and we entered five new markets.
·  
Total wholesale vehicle revenues decreased 21% to $779.8 million versus $985.0 million in fiscal 2008, reflecting the combination of a 13% decline in wholesale unit sales and a 10% decline in average wholesale selling price.  The decline in unit sales reflected a decrease in both our appraisal traffic and our appraisal buy rate (defined as the number of appraisal purchases as a percent of the number of vehicles appraised).
·  
Our total gross profit decreased to $968.2 million compared with $1.07 billion in fiscal 2008, primarily because of the significant decline in used and wholesale unit sales.  Despite the difficult sales environment, our total gross profit dollars per unit decreased only $16 to $2,715 per unit from $2,731 per unit in fiscal 2008.  We believe our ability to maintain a generally consistent level of gross profit per unit, despite the challenging sales environment and an unprecedented decline in wholesale market prices in fiscal 2009, was due in large part to the effectiveness of our proprietary inventory management systems and processes and our success in dramatically reducing inventories to keep them aligned with sales.
·  
CAF income decreased to $15.3 million compared with $85.9 million in fiscal 2008.  In both periods, CAF results were reduced by adjustments related to loans originated in previous fiscal years.  The adjustments totaled $81.8 million, or $0.23 per share, in fiscal 2009 and $9.6 million, or $0.03 per share, in fiscal 2008.  The fiscal 2009 adjustments included approximately $32.0 million of mark-to-market write-downs on subordinated bonds, $31.8 million for increased cumulative net loss assumptions and $18.0 million for increased funding costs.  CAF’s gain on loans originated and sold declined to $46.5 million compared with $58.1 million in fiscal 2008.  In fiscal 2009, CAF’s loan origination volume was adversely affected by the decreases in our used unit sales and average selling price and a decrease in the percentage of sales financed by CAF.
·  
Selling, general and administrative (“SG&A”) expenses increased 3% to $882.4 million from $858.4 million in fiscal 2008, significantly less than the 12% increase in our store base.  SG&A as a percent of net sales and operating revenues (the “SG&A ratio”), increased to 12.7% from 10.5% in fiscal 2008 reflecting the significant declines in comparable store used unit sales and average selling price, partially offset by reductions in variable costs.
·  
Net cash provided by operating activities increased to $264.6 million compared with $79.5 million in fiscal 2008, primarily reflecting the large reduction in used vehicle inventories in fiscal 2009, partially offset by the decrease in net earnings.

 
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CRITICAL ACCOUNTING POLICIES
 
Our results of operations and financial condition as reflected in the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.  Preparation of financial statements requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues, expenses and the disclosures of contingent assets and liabilities.  We use our historical experience and other relevant factors when developing our estimates and assumptions.  We continually evaluate these estimates and assumptions.  Note 2 includes a discussion of significant accounting policies.  The accounting policies discussed below are the ones we consider critical to an understanding of our consolidated financial statements because their application places the most significant demands on our judgment.  Our financial results might have been different if different assumptions had been used or other conditions had prevailed.
 
Securitization Transactions
We use a securitization program to fund substantially all of the auto loan receivables originated by CAF.  The securitization transactions are accounted for as sales.  A gain, recorded at the time of the securitization transaction, results from recording a receivable equal to the present value of the residual cash flows we expect to receive over the life of the securitized receivables.  The fair value of our retained interest in securitization transactions includes the present value of the residual cash flows we expect to receive over the life of the securitized receivables, reserve accounts, an undivided ownership interest in certain receivables and retained subordinated bonds.
 
The present value of the residual cash flows we expect to receive over the life of the securitized receivables is determined by estimating the future cash flows using our assumptions of key factors, such as finance charge income, loss rates, prepayment rates, funding costs and discount rates appropriate for the type of asset and risk.  These assumptions are derived from historical experience and projected economic trends.  Adjustments to one or more of these assumptions could have a material impact on the fair value of the retained interest.  The fair value of the retained interest could also be affected by external factors, such as changes in the behavior patterns of customers, changes in the strength of the economy and developments in the interest rate and credit markets.  Note 2(C) includes a discussion of accounting policies related to securitizations.  Note 4 includes a discussion of securitizations and provides a sensitivity analysis showing the hypothetical effect on the retained interest if there were variations from the assumptions used.  Note 6 includes a discussion on fair value measurements.  In addition, see the “CarMax Auto Finance Income” section of this MD&A for a discussion of the effect of changes in our assumptions.
 
Revenue Recognition
We recognize revenue when the earnings process is complete, generally either at the time of sale to a customer or upon delivery to a customer.  We recognize used vehicle revenue when a sales contract has been executed and the vehicle has been delivered, net of a reserve for returns under our 5-day, money-back guarantee.  A reserve for vehicle returns is recorded based on historical experience and trends, and it could be affected if future vehicle returns differ from historical averages.
 
We also sell ESPs on behalf of unrelated third parties to customers who purchase a vehicle.  Because we are not the primary obligor under these service plans, we recognize commission revenue on the ESPs at the time of sale, net of a reserve for returns.  The reserve for ESP cancellations is recorded based on historical experience and trends, and it could be affected if future ESP cancellations differ from historical averages.
 
Income Taxes
Estimates and judgments are used in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets.  In the ordinary course of business, transactions occur for which the ultimate tax outcome is uncertain at the time of the transactions.  We adjust our income tax provision in the period in which we determine that it is probable that our actual results will differ from our estimates.  Tax law and rate changes are reflected in the income tax provision in the period in which such changes are enacted.  Note 8 includes information regarding income taxes.
 
We evaluate the need to record valuation allowances that would reduce deferred tax assets to the amount that will more likely than not be realized.  When assessing the need for valuation allowances, we consider available carrybacks, future reversals of existing temporary differences and future taxable income.  Except for a valuation allowance recorded for a capital loss carryforward that may not be utilized before its expiration, we believe that our recorded deferred tax assets as of February 28, 2009, will more likely than not be realized.  However, if a change in circumstances results in a change in our ability to realize our deferred tax assets, our tax provision would increase in the period when the change in circumstances occurs.
 

 
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In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations.  We recognize potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due.  If payments of these amounts ultimately prove to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.  If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result in the period of determination.
 
Defined Benefit Retirement Plan
The plan obligations and related assets of our defined benefit retirement plan are presented in Note 9.  Plan assets, which consist primarily of marketable equity and debt instruments, are valued using current market quotations.  Plan obligations and the annual pension expense are determined by independent actuaries using a number of assumptions that we provide.  Key assumptions used to measure the plan obligations include the discount rate, the rate of compensation increases, the future return on plan assets and the mortality rate.  In determining the discount rate, we use the current yield on high-quality, fixed-income debt instruments that have maturities that approximate the expected timing of the anticipated benefit payments.  Compensation increase assumptions for periods prior to December 31, 2008, were based upon our historical experience and anticipated future board and management actions.  Asset returns are estimated based upon the anticipated average yield on the plan assets.  Effective December 31, 2008, we froze the benefits under the plan, and no additional benefits will accrue to participants after that date.  Other than the effects of the plan freeze, we do not believe that any significant changes in assumptions used to measure the plan obligations are likely to occur that would have a material impact on our financial position or results of operations.
 
RESULTS OF OPERATIONS
 
Net Sales and Operating Revenues
   
Years Ended February 28 or 29
 
(In millions)
 
2009
   
%
   
2008
   
%
   
2007
   
%
 
Used vehicle sales                                             
  $ 5,690.7       81.6     $ 6,589.3       80.4     $ 5,872.8       78.7  
New vehicle sales                                             
    261.9       3.8       370.6       4.5       445.1       6.0  
Wholesale vehicle sales                                             
    779.8       11.2       985.0       12.0       918.4       12.3  
Other sales and revenues:
                                               
Extended service plan revenues
    125.2       1.8       132.4       1.6       114.4       1.5  
Service department sales                                           
    101.2       1.5       96.0       1.2       90.6       1.2  
Third-party finance fees, net
    15.3       0.2       26.1       0.3       24.3       0.3  
Total other sales and revenues
    241.6       3.5       254.6       3.1       229.3       3.1  
Total net sales and operating revenues
  $ 6,974.0       100.0     $ 8,199.6       100.0     $ 7,465.7       100.0  
 
 
Retail Vehicle Sales Changes
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Vehicle units:
                 
Used vehicles                                                                        
    (8 )%     12  %     16  %
New vehicles                                                                        
    (28 )%     (17 )%     (11 )%
Total                                                                           
    (9 )%     10  %     14  %
                         
Vehicle dollars:
                       
Used vehicles                                                                        
    (14 )%     12  %     23  %
New vehicles                                                                        
    (29 )%     (17 )%     (11 )%
Total                                                                           
    (14 )%     10  %     20  %

Comparable store used unit sales growth is one of the key drivers of our profitability.  A store is included in comparable store retail sales in the store’s fourteenth full month of operation.

 
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Comparable Store Retail Vehicle Sales Changes
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Vehicle units:
                 
Used vehicles                                                                        
    (16 )%     3  %     9  %
New vehicles                                                                        
    (25 )%     (11 )%     (11 )%
Total                                                                           
    (17 )%     2  %     8  %
                         
Vehicle dollars:
                       
Used vehicles                                                                        
    (21 )%     3  %     16  %
New vehicles                                                                        
    (26 )%     (11 )%     (12 )%
Total                                                                           
    (21 )%     2  %     13  %


Change in Used Car Superstore Base
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Used car superstores, beginning of year                                                                           
    89       77       67  
Superstore openings                                                                           
    11       12       10  
Used car superstores, end of year                                                                           
    100       89       77  
Openings as a percent of the beginning-of-year store base
    12 %     16 %     15 %

During fiscal 2009, we opened 11 used car superstores, expanding our presence in 5 existing markets and opening stores in 5 new markets, including Huntsville, Alabama; Phoenix, Arizona (2 stores opened); Colorado Springs, Colorado; Tulsa, Oklahoma; and Charleston, South Carolina.
 
Used Vehicle Sales
Fiscal 2009 Versus Fiscal 2008.  Our 14% decrease in used vehicle revenues in fiscal 2009 resulted from the combination of an 8% decline in unit sales and a 6% decrease in average retail selling price.  The decline in unit sales reflected a 16% decrease in comparable store used units, partially offset by sales from newer superstores not yet in the comparable store base.  The decrease in the average retail selling price was primarily caused by a significant industry-wide drop in used car prices during the first three quarters of the year, which reduced our inventory acquisition costs.  Early in fiscal 2009, the steep increase in the cost of gasoline caused a temporary shift in consumer demand away from SUVs and trucks, toward more fuel-efficient vehicles.  However, in the latter half of fiscal 2009, the combination of the decline in gasoline prices and the lower, more affordable prices for these less fuel-efficient vehicles caused our sales mix to return to the prior year levels.
 
We began to see the initial effects of the slowdown in the automotive retail market in the latter part of fiscal 2008.  However, the weakness in the economy and the stresses on consumer spending accelerated in fiscal 2009, causing customer traffic to decline sharply starting in late May 2008.  These stresses included rising unemployment rates, decreases in home equity values and personal wealth, and record low levels of consumer confidence.  For the year, the decline in customer traffic was slightly greater than the decrease in comparable store unit sales.  Despite the more difficult environment, the solid execution by our store teams allowed us to modestly improve our conversion rate compared with fiscal 2008.  While both CAF and our third-party providers tightened lending criteria for some higher-risk customer segments, lack of credit availability was not a major contributor to the reduction in sales.  Our data for the year indicated that we modestly gained market share in the late-model used vehicle market in fiscal 2009.
 
Fiscal 2008 Versus Fiscal 2007.  The 12% increase in our used vehicle revenues in fiscal 2008 resulted from a corresponding increase in unit sales.  The unit sales growth reflected sales from newer superstores not yet included in the comparable store base and a 3% increase in comparable store used units.  This 3% increase in comparable store used units in fiscal 2008 reflected the challenging comparison with the 9% increase in fiscal 2007, as well as declining consumer confidence in the latter part of fiscal 2008.  Our average used vehicle selling price in fiscal 2008 was similar to the prior year, as consumer-driven mix shifts from large and mid-sized SUVs to smaller, more fuel-efficient vehicles in the latter half of the year offset normal price inflation.
 

 
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In fiscal 2008, we experienced an overall increase in consumer traffic, which we believe was a benefit of the strength of our consumer offer, as well as a favorable response to improvements made to carmax.com.  However, compared with fiscal 2007, our sales conversion rate declined slightly as consumers appeared to be somewhat more hesitant in committing to big-ticket purchases.  Sales continued to be supported by the consistent availability of credit from CAF and from third-party financing providers.  Despite the deceleration in automotive industry sales, our data indicated that we continued to gain share within our existing markets in fiscal 2008 in the late-model used vehicle market.
 
New Vehicle Sales
Fiscal 2009 Versus Fiscal 2008.  New vehicle revenues declined 29% in fiscal 2009.  The decline was the result of a 28% decrease in unit sales and a 1% decrease in average selling price.  New vehicle unit sales primarily reflected the extremely soft new car industry sales trends, as well as the sale of our Orlando Chrysler-Jeep-Dodge franchise in the second quarter of fiscal 2008.  For the fiscal year ended February 28, 2009, new car manufacturers reported a 23% decline in U.S. new car unit sales.
 
Fiscal 2008 Versus Fiscal 2007.  The 17% decrease in new vehicle revenues in fiscal 2008 was the result of a corresponding decrease in unit sales.  The decline in new vehicle unit sales reflected soft new car industry sales trends, particularly for the domestic manufacturers that we represent, and the sale of our Orlando Chrysler-Jeep-Dodge franchise.
 
Wholesale Vehicle Sales
Our operating strategy is to build customer satisfaction by offering high-quality vehicles.  Fewer than half of the vehicles acquired from consumers through the appraisal purchase process meet our standards for reconditioning and subsequent retail sale.  Those vehicles that do not meet our standards are sold through on-site wholesale auctions.  Our wholesale auction prices usually reflect the trends in the general wholesale market for the types of vehicles we sell, although they could also be affected by changes in vehicle mix or the average age, mileage or condition of the vehicles wholesaled.
 
Fiscal 2009 Versus Fiscal 2008.  The 21% decrease in wholesale vehicle revenues in fiscal 2009 resulted from a 13% decrease in wholesale unit sales combined with a 10% decrease in average wholesale selling price.  The decline in unit sales primarily reflected a decrease in our appraisal traffic and, to a lesser extent, a decline in our appraisal buy rate.  Industry wholesale prices for SUVs, trucks and other less fuel efficient vehicles fell sharply in the first two quarters of fiscal 2009, and prices for virtually all vehicle classes declined at an unprecedented rate during the third quarter, reflecting the weak demand environment.  We believe the significant drop in wholesale market values, which resulted in corresponding decreases in our appraisal offers, contributed to the reduction in our buy rate.  Appraisal traffic was affected by the overall slowdown in customer traffic.  The decline in average wholesale selling price reflected the trends in the general wholesale market for the types of vehicles we sell.
 
Fiscal 2008 Versus Fiscal 2007.  The 7% increase in wholesale vehicle revenues in fiscal 2008 resulted from a 6% increase in wholesale unit sales combined with a 1% increase in average wholesale selling price.  Our wholesale unit sales benefited from an increase in appraisal traffic driven by the combination of the expansion of our store base and our comparable store unit sales growth.  However, our appraisal buy rate declined from the prior year level, reflecting, we believe, an increasing hesitancy of consumers to commit to purchasing big-ticket items.
 
Other Sales and Revenues
Other sales and revenues include commissions on the sale of ESPs, service department sales and net third-party finance fees.  The fixed fees paid by third-party finance providers vary by provider, reflecting their differing levels of credit risk exposure.  Providers who purchase the highest risk loans purchase these loans at a discount, which is reflected as an offset to finance fee revenues received from the other third-party providers.

Fiscal 2009 Versus Fiscal 2008.  Other sales and revenues decreased 5% in fiscal 2009.  ESP revenues declined 5%.  Compared with the 8% decrease in total used vehicle unit sales in fiscal 2009, ESP revenues benefited from a slow down in the rate of ESP cancellations, which we believe was the result of the decline in auto industry sales and trade-ins.  Third-party finance fees decreased 42% due to a combination of factors including the reduction in retail vehicle unit sales, a shift in mix among providers and a change in discount arrangements with certain of the providers during fiscal 2009.  Collectively, the third-party providers financed a larger percentage of our retail unit sales in the second half of fiscal 2009, 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, which is used to provide initial funding for substantially all of the auto loan receivables originated by CAF.

 
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Fiscal 2008 Versus Fiscal 2007. Other sales and revenues increased 11% in fiscal 2008, similar to the 12% increase in used vehicle unit sales.
 
Supplemental Sales Information
 
Unit Sales
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Used vehicles                                                                           
    345,465       377,244       337,021  
New vehicles                                                                           
    11,084       15,485       18,563  
Wholesale vehicles                                                                           
    194,081       222,406       208,959  
 
 
Average Selling Prices
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Used vehicles                                                                           
  $ 16,291     $ 17,298     $ 17,249  
New vehicles                                                                           
  $ 23,490     $ 23,795     $ 23,833  
Wholesale vehicles                                                                           
  $ 3,902     $ 4,319     $ 4,286  
 
 
Retail Vehicle Sales Mix
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
Vehicle units:
                 
Used vehicles                                                                        
    97 %     96 %     95 %
New vehicles                                                                        
    3       4       5  
Total                                                                           
    100 %     100 %     100 %
                         
Vehicle dollars:
                       
Used vehicles                                                                        
    96 %     95 %     93 %
New vehicles                                                                        
    4       5       7  
Total                                                                           
    100 %     100 %     100 %
 
As of February 28, 2009, we had a total of six new car franchises representing the Chevrolet, Chrysler, Nissan and Toyota brands.  During the second quarter of fiscal 2008, we sold our Orlando Chrysler-Jeep-Dodge franchise.

During fiscal 2009, we expanded our car-buying center test with the openings in Dallas, Texas, and Baltimore, Maryland.  We now have a total of five car-buying centers at which we conduct appraisals and purchase, but do not sell, vehicles.  We will continue to evaluate the performance of these five centers before deciding whether to open additional ones in future years.  These test sites are part of our long-term program to increase both appraisal traffic and retail vehicle sourcing self-sufficiency (equal to the percentage of vehicles sold at retail that were purchased directly from consumers).

Gross Profit
   
Years Ended February 28 or 29
 
(In millions)
 
2009
   
2008
   
2007
 
Used vehicles gross profit                                                                           
  $ 644.4     $ 708.6     $ 641.2  
New vehicles gross profit                                                                           
    9.0       15.4       21.7  
Wholesale vehicles gross profit                                                                           
    162.5       176.7       155.0  
Other gross profit                                                                           
    152.2       171.8       153.2  
Total gross profit                                                                           
  $ 968.2     $ 1,072.4     $ 971.1  


 
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Gross Profit per Unit
   
Years Ended February 28 or 29
 
   
2009
   
2008
   
2007
 
   
$ per unit (1)
      % (2)  
$ per unit (1)
      % (2)  
$ per unit (1)
      % (2)
Used vehicle gross profit
  $ 1,865       11.3     $ 1,878       10.8     $ 1,903       10.9  
New vehicle gross profit
  $ 814       3.4     $ 994       4.2     $ 1,169       4.9  
Wholesale vehicle gross profit
  $ 837       20.8     $ 794       17.9     $ 742       16.9  
Other gross profit                                         
  $ 427       63.0     $ 437       67.5     $ 431       66.8  
Total gross profit                                         
  $ 2,715       13.9     $ 2,731       13.1     $ 2,731       13.0  

(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.
 
Used Vehicle Gross Profit
We target a dollar range of gross profit per used unit sold.  The gross profit dollar target for an individual vehicle is based on a variety of factors, including its anticipated probability of sale and its mileage relative to its age; however, it is not primarily based on the vehicle’s selling price.  Our ability to quickly adjust appraisal offers to be consistent with the broader market trade-in trends and our rapid inventory turns reduce the exposure to the inherent continual depreciation in used vehicle values and contribute to our ability to manage gross profit dollars per unit.  We employ a volume-based strategy, and we systematically mark down individual vehicle prices based on proprietary pricing algorithms in order to appropriately balance sales trends, inventory turns and gross profit achievement.  When customer traffic and sales are consistently strong, we generally take fewer pricing markdowns, which in turn benefits gross profit dollars per unit.  When the sales pace slows, we may initially take more pricing markdowns, which could pressure gross profit dollars per unit.  However, as we are successful in reducing inventories to align them with a slower sales pace, this may allow us to return to target levels of gross profit per unit.  Over the past several years, we have continued to refine our car-buying strategies, which we believe has benefited used vehicle gross profit per unit.
 
Fiscal 2009 Versus Fiscal 2008.  Our used vehicle gross profit decreased by $64.2 million, or 9%, to $644.4 million from $708.6 million in fiscal 2008, primarily as a result of the 8% decline in total used unit sales.  Despite the difficult sales environment in fiscal 2009, gross profit per unit decreased only $13 to $1,865 per unit.  Several factors adversely affected our fiscal 2009 used vehicle gross profit per unit, including a reduction in the percent of vehicles purchased directly from customers and the sharp decrease in wholesale industry prices.  These were largely offset, however, by our success in managing our inventories.
 
During fiscal 2009, we experienced a decline in both appraisal traffic and buy rate, which required us to source a larger percentage of our used vehicles at auction.  Vehicles purchased at auction typically generate less gross profit per unit compared with vehicles purchased directly from consumers.  Additionally, wholesale industry prices for mid-sized and large SUVs and trucks declined sharply in the spring and early summer of 2008, and this rapid decline in valuation resulted in margin pressure on this segment of inventory in the first half of fiscal 2009.
 
We believe that our ability to maintain a generally consistent level of gross profit per unit during fiscal 2009, despite the challenging sales environment and the unprecedented decline in wholesale market prices, was due in large part to the effectiveness of our proprietary inventory management systems and processes.  In response to the sharp decline in traffic and sales that began in late May 2008, we rapidly reduced our used car inventories, which brought them back in line with the current sales rates and minimized required pricing markdowns in the second half of the fiscal year.  Compared with inventory levels at stores open as of February 29, 2008, we had approximately 16,500 fewer total used vehicle units in inventory as of February 28, 2009, representing a 28% reduction.  Due to the severe decline in customer traffic during fiscal 2009, we generally chose not to reduce our gross profit targets, as we believed doing so in the current economic environment would not have spurred a sufficient increase in sales to offset the reduction in per-unit profitability.
 
Fiscal 2008 Versus Fiscal 2007.  Our used vehicle gross profit increased by $67.4 million, or 11%, to $708.6 million from $641.2 million in fiscal 2007, primarily as a result of the 12% increase in total used unit sales.  Our used vehicle gross profit per unit declined $25 to $1,878 per unit in fiscal 2008.  The gross profit per unit increased modestly in the first half of the year before declining in the second half of the year.  As the economic environment continued to weaken in the third quarter of fiscal 2008, we moderately reduced our gross profit targets at the beginning of the fourth quarter in an attempt to create additional value for customers and drive sales.
 

 
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New Vehicle Gross Profit
Fiscal 2009 Versus Fiscal 2008.  Our new vehicle gross profit decreased $6.4 million to $9.0 million in fiscal 2009 from $15.4 million in fiscal 2008, reflecting the 28% reduction in total new unit sales and a $180 decline in gross profit per unit.  These reductions resulted from the sharp decline in new car industry sales and the resulting increase in competitiveness in the new car market.
 
Fiscal 2008 Versus Fiscal 2007.  Our new vehicle gross profit decreased $6.3 million to $15.4 million in fiscal 2008 from $21.7 million in fiscal 2007, reflecting the 17% drop in total new unit sales and a $175 decline in gross profit per unit.  The decline in overall consumer demand for new cars in fiscal 2008 pressured profits for many new car retailers, including CarMax.
 
Wholesale Vehicle Gross Profit
Our wholesale vehicle gross profit per unit has steadily increased over the last several years, reflecting the benefits realized from improvements and refinements in our car-buying strategies, appraisal delivery processes and in-store auction processes.  We have made continuous improvements in these processes, which we believe has allowed us to become more efficient.  Our in-store auctions have benefited from initiatives to increase our dealer-to-car ratio, which we believe has allowed us to achieve higher prices.  In addition, the frequency of our auctions, which are generally held weekly or bi-weekly, minimizes the depreciation risk on these vehicles.
 
Fiscal 2009 Versus Fiscal 2008.  Our wholesale vehicle gross profit decreased by $14.2 million, or 8%, to $162.5 million in fiscal 2009 from $176.7 million in fiscal 2008.  The reduction was driven by the 13% decline in wholesale vehicle unit sales, partially offset by an increase in wholesale gross profit per unit of $43, or 5%, to $837 per unit in fiscal 2009.  We experienced a record dealer-to-car ratio at our auctions for the year, with the resulting price competition among bidders contributing to the strong wholesale gross profit per unit.  Our wholesale vehicles are predominantly comprised of older, higher mileage vehicles, and we believe the demand for these types of vehicles remained strong from dealers who specialize in selling to credit-challenged customers.
 
Fiscal 2008 Versus Fiscal 2007.  Our wholesale vehicle gross profit increased by $21.7 million, or 14%, to $176.7 million in fiscal 2008 from $155.0 million in fiscal 2007.  The increase was attributable to the 6% increase in wholesale vehicle unit sales and an increase in wholesale gross profit per unit of $52, or 7%, to $794 per unit in fiscal 2008.  We continued to experience strong dealer attendance at our auctions throughout the year, despite the challenging economic environment.
 
Other Gross Profit
Other gross profit includes profits related to ESP revenues, third-party finance fees and service department sales.  We have no cost of sales related to either ESP revenues or third-party finance fees, as these represent commissions paid to us by the third-party providers.  Accordingly, changes in the mix of ESP revenues and third-party finance fees, relative to service department sales, can affect the composition of other gross profit.
 
Fiscal 2009 Versus Fiscal 2008.  Other gross profit decreased by $19.6 million, or 11%, to $152.2 million in fiscal 2009 from $171.8 million in fiscal 2008.  This decrease primarily reflected the reductions in used and new retail unit sales and the related impact on ESP revenues and third-party finance fees and a $10 decline in other gross profit per unit in fiscal 2009.  The decline in other gross profit per unit was primarily associated with the increase in mix of other revenues represented by service department sales.
 
Fiscal 2008 Versus Fiscal 2007.  Other gross profit increased by $18.6 million, or 12%, to $171.8 million in fiscal 2008 from $153.2 million in fiscal 2007.  The increase was the result of the increase in used unit sales and the related affects on ESP sales and third-party finance fees, and a $6 increase in other gross profit per unit in fiscal 2008.  The improvement in per unit profitability was the result of an increase in mix of other revenues represented by ESP sales and third-party finance fees.
 
Impact of Inflation
Historically, inflation has not been a significant contributor to results.  Profitability is primarily affected by our ability to achieve targeted unit sales and gross profit dollars per vehicle rather than on average retail prices.  However, increases in average vehicle selling prices benefit the SG&A ratio and CAF income, to the extent the average amount financed also increases.
 
 

 

 
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In fiscal 2009, the weakness in the economy and the stresses on consumer spending contributed to the industry-wide slowdown in the sale of new and used vehicles and to the unprecedented decline in wholesale market prices for most vehicle classes during the first three quarters of the year.  These lower wholesale values reduced our vehicle acquisition costs and contributed to the decline in our used and wholesale vehicle average selling price.
 
CarMax Auto Finance Income
CAF provides financing for a portion of our used and new car retail sales.  Because the purchase of a vehicle is often reliant on the consumer’s ability to obtain on-the-spot financing, it is important to our business that financing be available to creditworthy customers.  While financing can also be obtained from third-party sources, we believe that total reliance on third parties can create unacceptable volatility and business risk.  Furthermore, we believe that our processes and systems, the transparency of our pricing and our vehicle quality provide a unique and ideal environment in which to procure high quality auto loans, both for CAF and for the third-party financing providers.  Generally, CAF has provided us the opportunity to capture additional profits and cash flows from auto loan receivables while managing our reliance on third-party financing sources.
 
Components of CAF Income
   
Years Ended February 28 or 29
 
(In millions)
 
2009
   
%
   
2008
   
%
   
2007
   
%
 
Total (loss) gain (1)                                                       
  $ (35.3 )     (1.7 )   $ 48.5       1.9     $ 99.7       4.3  
Other CAF income: (2)
                                               
Servicing fee income             
    41.3       1.0       37.4       1.0       32.4       1.1  
Interest income                                                    
    48.3       1.2       33.3       0.9       26.6       0.9  
Total other CAF income      
    89.6       2.2       70.7       2.0       59.0       1.9  
Direct CAF expenses: (2)
                                               
CAF payroll and fringe benefit expense
    19.2       0.5       15.9       0.4       12.0       0.4  
Other direct CAF expenses           
    19.9       0.5       17.4       0.5       14.0       0.5  
Total direct CAF expenses        
    39.1       1.0       33.3       0.9       26.0       0.9  
CarMax Auto Finance income (3)                      
  $ 15.3       0.2     $ 85.9       1.0     $ 132.6       1.8  
Total loans sold                                                       
  $ 2,031.2             $ 2,534.4             $ 2,322.7          
Average managed receivables                 
  $ 4,021.0             $ 3,608.4             $ 3,071.7          
Ending managed receivables     
  $ 3,986.7             $ 3,838.5             $ 3,311.0          
Total net sales and operating revenues
  $ 6,974.0             $ 8,199.6             $ 7,465.7          

Percent columns indicate:
(1)
Percent of total loans sold.
(2)
Percent of average managed receivables.
(3)
Percent of total net sales and operating revenues.

CAF income does not include any allocation of indirect costs or income.  We present this information on a direct basis to avoid making arbitrary decisions regarding the indirect benefits or costs that could be attributed to CAF.  Examples of indirect costs not included are retail store expenses and corporate expenses such as human resources, administrative services, marketing, information systems, accounting, legal, treasury and executive payroll.

CAF originates auto loans to qualified customers at competitive market rates of interest.  The majority of CAF income has typically been generated by the spread between the interest rates charged to customers and the related cost of funds.  Substantially all of the loans originated by CAF are sold in securitization transactions.  A gain, recorded at the time of securitization, results from recording a receivable approximately equal to the present value of the expected residual cash flows generated by the securitized receivables.  Historically, the gain on loans originated and sold as a percent of loans originated and sold (the “gain percentage”) has generally been in the range of 3.5% to 4.5%.  However, the gain percentage was substantially below the low end of this range in fiscal 2009 and fiscal 2008, primarily as a result of the more challenging economic environment and the disruption in the global credit markets.  These factors caused us to increase the loss and discount rate assumptions that affect the gain recognized on the sale of loans and increased our funding costs.
 

 

 
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Gain (Loss) on Loans Sold
   
Years Ended February 28 or 29
 
(In millions)
 
2009
   
2008
   
2007
 
Gain on sales of loans originated and sold (1)                                                                          
  $ 46.5     $ 58.1     $ 86.7  
Other (losses) gains(1)                                                                          
    (81.8 )     (9.6 )     13.0  
Total (loss) gain                                                                          
  $ (35.3 )   $ 48.5     $ 99.7  
                         
Loans originated and sold                                                                          
  $ 1,930.2     $ 2,430.8     $ 2,240.2  
Receivables repurchased from term securitizations and resold         
    101.0       103.6       82.5  
Total loans sold                                                                          
  $ 2,031.2     $ 2,534.4     $ 2,322.7  
Gain percentage on loans originated and sold
    2.4 %     2.4 %     3.9 %
Total (loss) gain as a percentage of total loans sold
    (1.7 )%     1.9 %     4.3 %
 
(1)
To the extent we recognize valuation or other adjustments related to loans originated and sold during previous quarters of the same fiscal year, the sum of amounts reported for the individual quarters may not equal the amounts reported for the corresponding full fiscal year.
 
The gain on sales of loans originated and sold includes both the gain income recorded at the time of securitization and the effect of any subsequent changes in valuation assumptions or funding costs that are incurred in the same fiscal period that the loans were originated.  Other losses or gains include the effects of changes in valuation assumptions or funding costs related to loans originated and sold during previous fiscal periods.  In addition, other losses or gains could include the effects of new term securitizations, changes in the valuation of retained subordinated bonds and the repurchase and resale of receivables in existing term securitizations, as applicable.
 
Our term securitizations typically contain an option to repurchase the securitized receivables when the outstanding balance in the pool of auto loan receivables falls below 10% of the original pool balance.  This option was exercised two times in each of fiscal 2009, 2008 and 2007.  In each case, the remaining eligible receivables were subsequently resold into the warehouse facility.  These transactions did not have a material effect on CAF income in fiscal 2009, 2008 or 2007.  In future periods, the effects of refinancing, repurchase or resale activity could be favorable or unfavorable, depending on the securitization structure and the market conditions at the transaction date.
 
Beginning in January 2008, we retained some or all of the subordinated bonds associated with our term securitizations.  These bonds were retained either because the economics of doing so were more favorable than selling them or because there was no market for the subordinated bonds at the applicable issue date.  The retained subordinated bonds, which had total face values of $115 million and $44.7 million, respectively, at February 28, 2009, and February 29, 2008, are subject to mark-to-market adjustments.
 
Fiscal 2009 Versus Fiscal 2008.  CAF income declined to $15.3 million in fiscal 2009 from $85.9 million in fiscal 2008.  In both periods, CAF income was reduced by market-to-market write-downs and adjustments related to loans originated in previous fiscal years.  In fiscal 2009, these adjustments totaled $81.8 million, or $0.23 per share, and they included:
·  
$32.0 million of mark-to-market write-downs in the carrying value of the subordinated bonds.  The size of the write-down reflected the illiquidity in the credit markets in fiscal 2009, particularly for subordinated bonds.  This non-cash charge primarily affects the timing of the recognition of CAF income.  Assuming current conditions persist, the mark-to-market write downs should reverse as we get closer to the maturity dates of the underlying bonds, resulting in positive contributions to CAF income in future periods.
·  
$31.8 million for increases in cumulative net loss rate assumptions.  The upper end of our cumulative net loss rate assumption range was 4.0% at the end of fiscal 2009 versus 3.0% at the end of fiscal 2008.
·  
$18.0 million for increases in funding costs related to loans originated in prior fiscal years.  The majority of this increase related to loans that were securitized in the warehouse facility at the end of fiscal 2008 and which were subsequently resold in term securitizations during fiscal 2009.
·  
$3.8 million for increasing the discount rate assumption to 19% from 17%.
·  
Partly offset by $3.8 million of net favorable adjustments primarily related to reducing our prepayment rate assumption.
 

 
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In fiscal 2008, the adjustments totaled $9.6 million, or $0.03 per share, for adjustments related to loans originated and sold in previous fiscal years. In fiscal 2009, CAF’s gain on sales of loans originated and sold declined to $46.5 million compared with $58.1 million in fiscal 2008.  This decrease was primarily the result of the reduction in CAF loan originations, which were adversely affected by the decreases in our used unit sales and average retail selling price.  In addition, it reflected a decrease in the percentage of sales financed by CAF resulting from our election to slow the use of capacity in our warehouse facility during the second half of fiscal 2009.  The gain percentage was 2.4% in both fiscal 2009 and fiscal 2008.  Compared with the prior year, the effects of using higher loss and discount rate assumptions and higher credit enhancement levels for fiscal 2009 originations were offset by the benefit of a significant drop in our funding cost benchmark rate.
 
The increases in servicing fee income and direct CAF expenses in fiscal 2009 were proportionate to the growth in managed receivables during the year.  The interest income component of other CAF income increased to 1.2% of average managed receivables in fiscal 2009 from 0.9% in fiscal 2008, primarily due to the increase in the discount rate assumption used to value the retained interest.  The use of a higher discount rate reduces the gain recognized at the time the loans are sold, but increases the interest income recognized in subsequent periods.  Additionally, interest income includes the interest earned on the retained subordinated bonds.  Prior to January 2008, we had not retained any subordinated bonds.
 
Fiscal 2008 Versus Fiscal 2007. CAF income declined to $85.9 million in fiscal 2008 from $132.6 million in fiscal 2007.  In fiscal 2008, CAF income was reduced by $9.6 million, or $0.03 per share, and they included the effects of increasing the discount rate to 17% from 12%, increasing cumulative net loss assumptions and a $2.7 million mark-to-market write-down of subordinated bonds.  In fiscal 2007, CAF income was increased by $13.0 million, or $0.04 per share, which included the effects of reducing cumulative net loss assumptions on loans originated and sold in previous fiscal years.

In fiscal 2008, CAF’s gain on sales of loans originated and sold decreased to $58.1 million compared with $86.7 million in fiscal 2007.  Several factors contributed to this decrease.  In the second half of fiscal 2008, credit spreads in the asset-backed securitization market widened, resulting in a substantial increase in CAF’s funding costs.  In addition, we increased the discount rate assumption used to calculate our gain on sales of loans to 17% in fiscal 2008 from 12% in fiscal 2007, and we increased our cumulative net loss assumptions on loans originated and sold during fiscal 2008 to a range of 2.7% to 3.0%, which was significantly higher than the cumulative net loss assumptions used on loans originated in fiscal 2007.  As a result, the gain percentage declined to 2.4% in fiscal 2008 compared with 3.9% in fiscal 2007.

The increases in other CAF income and total direct CAF expenses in fiscal 2008 were proportionate to the growth in managed receivables during the year.
 
Past Due Account Information
   
As of February 28 or 29
 
(In millions)
 
2009
   
2008
   
2007
 
Loans securitized                                                                          
  $ 3,831.9     $ 3,764.5     $ 3,242.1  
Loans held for sale or investment                                                                          
    154.8       74.0       68.9  
Ending managed receivables                                                                          
  $ 3,986.7     $ 3,838.5     $ 3,311.0  
Accounts 31+ days past due                                                                          
  $ 118.1     $ 86.1     $ 56.9  
Past due accounts as a percentage of ending managed receivables          
    2.96 %     2.24 %     1.72 %
 
 
Credit Loss Information
   
Years Ended February 28 or 29
 
(In millions)
 
2009
   
2008
   
2007
 
Net credit losses on managed receivables                                                                          
  $ 69.8     $ 38.3     $ 20.7  
Average managed receivables                                                                          
  $ 4,021.0     $ 3,608.4     $ 3,071.1  
Net credit losses as a percentage of average managed receivables                   
    1.74 %     1.06 %     0.67 %
Recovery rate                                                                          
    44 %     50 %     51 %
 

 

 
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We are at risk for the performance of the managed securitized receivables to the extent of our retained interest in the receivables.  If the managed receivables do not perform in accordance with the assumptions used in determining the fair value of the retained interest, earnings could be affected.  Our retained interest was $348.3 million as of February 28, 2009, compared with $270.8 million as of February 29, 2008.
 
In fiscal 2009, we experienced increases in both past due accounts as a percentage of ending managed receivables and net credit losses as a percentage of average managed receivables.  We believe these increases were primarily the result of the recession, which has adversely affected unemployment and industry trends for losses and delinquencies.
 
We continually strive to refine CAF’s origination strategy in order to optimize profitability and sales while managing risk.  Historically, we originated pools of loans targeted to have cumulative net loss rates in the range of 2.0% to 2.5%.  Receivables originated in calendar years 2003, 2004 and early 2005 experienced loss rates well below both CAF’s historical averages and these targeted loss rates.  We believe this favorability was due, in part, to the customized credit scorecard we implemented in late 2002.  As it became evident that the scorecard was resulting in lower-than-expected loss rates, CAF gradually expanded its credit offers beginning in late 2004.  As a result, receivables originated in late 2005 and periods thereafter have experienced higher loss and delinquency rates compared with the receivables originated in these earlier years.  While the delinquency and projected loss rates on the more recent originations have trended higher than our initial expectations, we believe this has been primarily a reflection of the worsening economic climate.  Consequently, we have increased our cumulative net loss assumptions on several recent securitizations, and we have continued to incorporate similar economic stress into the projections for our most recent originations.  In addition, we have tightened CAF’s lending criteria for some applicants with higher-risk credit profiles.
 
The recovery rate represents the average percentage of the outstanding principal balance we receive when a vehicle is repossessed and liquidated at wholesale auction.  Historically, the annual recovery rate has ranged from a low of 42% to a high of 51%, and it is primarily affected by changes in the wholesale market pricing environment.
 
Selling, General and Administrative Expenses
SG&A expenses primarily include rent and occupancy costs; payroll expenses, other than payroll related to reconditioning and vehicle repair service, which is included in cost of sales; fringe benefits; advertising; and other general expenses.
 
Fiscal 2009 Versus Fiscal 2008.  In fiscal 2009, SG&A expenses increased to $882.4 million, or 12.7% of total revenues, from $858.4 million, or 10.5% of total revenues in fiscal 2008.  During fiscal 2009, total SG&A expenses increased only 3%, despite the 12% increase in our store base.  In response to the decline in sales, we focused on reducing store and corporate overhead costs, including payroll and advertising.  Our total number of associates declined to 13,035 as of the end of fiscal 2009 from a peak of approximately 16,400 in May 2008.  The fiscal 2009 SG&A expense also reflected reductions in growth-related costs, including pre-opening and relocation costs, resulting from the suspension of store growth.  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.
 
The fiscal 2009 SG&A expenses included a number of non-recurring items, which in the aggregate increased the SG&A ratio by 22 basis points and reduced net earnings by $0.04 per share.  These non-recurring items included severance costs associated with reduction in our service operations workforce in October 2008, costs for the termination of store site acquisitions resulting from our decision to temporarily suspend store growth and litigation costs, partially offset by a benefit related to our decision to freeze our pension plan benefits as of December 31, 2008.
 
Fiscal 2008 Versus Fiscal 2007.  In fiscal 2008, SG&A expenses increased to $858.4 million, or 10.5% of total revenues, from $776.2 million, or 10.4% of total revenues in fiscal 2008.  During fiscal 2008, total SG&A expenses increased 11% compared with the 16% increase in our store base.  During fiscal 2008, we increased our SG&A spending related to specific strategic, operational and Internet initiatives intended to improve customer satisfaction and increase efficiencies over the long term.  As a result, our 3% increase in comparable store used unit sales in fiscal 2008 did not generate sufficient overhead leverage to offset the increases in spending related to our store growth plan and these initiatives.
 
Income Taxes
The effective income tax rate was 38.8% in fiscal 2009, 38.7% in fiscal 2008 and 38.6% in fiscal 2007.
 
 
 

 
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OPERATIONS OUTLOOK
 
Store Openings and Capital Expenditures
We currently estimate gross capital expenditures will total approximately $20 million in fiscal 2010, compared with $185.7 million in fiscal 2009 and $253.1 million in fiscal 2008.  This reduction reflects our decision to temporarily suspend store growth and the related reduction in both construction and land purchases for future store openings.  At the date we announced the suspension, we had four stores under construction.  We opened the store in Potomac Mills, Virginia.  The stores in Augusta, Georgia; Cincinnati, Ohio; and Dayton, Ohio, were substantially completed at the end of fiscal 2009, but they will not be opened until market conditions improve.  Until we resume store growth, capital spending will be incurred primarily for maintenance capital items.  Based on the relatively young average age of our store base, maintenance capital has represented a very small portion of our total capital spending in recent years.
 
Fiscal 2010 Expectations
As a result of the unprecedented declines in traffic and sales and the continuing volatility in the asset-backed securitization market, we do not believe we can make a meaningful projection of fiscal 2010 sales or earnings.  However, assuming that sales trends do not improve from fourth quarter fiscal 2009 levels and given all of the uncertainties in the economy, we would anticipate a double-digit decline in comparable store used unit sales in fiscal 2010, particularly early in the year.
 
Recent credit spreads in the public asset-backed securitization market have been significantly higher than the spreads implicit in our warehouse facility.  As a result, we estimate CAF income will be reduced by incremental funding costs of between $60 million and $85 million before taxes, or $0.17 to $0.24 per share, upon refinancing the $1.22 billion that was funded in the warehouse facility at the end of fiscal 2009.  The Federal Reserve launched the Term Asset-Backed Securities Loan Facility (“TALF”) program in March 2009, and it will continue through December 2009, unless extended.  The TALF program is intended to facilitate the issuance of asset-backed securities and to improve market conditions for these securities.  Prior to the launch of this program, there had been minimal new issuances of automotive asset-backed securities for several months.  In April 2009, we completed a term securitization totaling $1.0 billion of auto loan receivables, which was eligible for investors to utilize the TALF program.
 
Absent further substantial deterioration in sales and earnings, and given the assumptions set forth above, we believe we will remain in compliance with our financial covenants in fiscal 2010.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
For a discussion of recent accounting pronouncements applicable to CarMax, see Note 17.
 
FINANCIAL CONDITION
 
Liquidity and Capital Resources
Operating Activities.  We generated net cash from operating activities of $264.6 million in fiscal 2009, $79.5 million in fiscal 2008 and $136.8 million in fiscal 2007.  Cash generated by operating activities was $185.1 million higher in fiscal 2009 compared with fiscal 2008, primarily reflecting the significant decrease in inventory in fiscal 2009, partially offset by the decline in net earnings.  Despite increasing our store base by 12%, we reduced inventories 28%, or $272.6 million, in fiscal 2009 compared with an increase in inventory of $139.7 million in fiscal 2008.  In fiscal 2009, we dramatically reduced our used vehicle inventory levels to bring them in line with the lower sales rate.  In fiscal 2008, the inventory increase reflected the combination of additional inventories needed to support the expansion of our store base and the expansion of an “inventory up” test in select stores to determine whether a modest expansion of onsite vehicle inventory, generally in the range of 50 to 100 cars per store, would have a favorable effect on sales.  Our retained interest in securitized receivables increased $77.5 million in fiscal 2009 compared with a $68.5 million increase in fiscal 2008.  The fiscal 2009 growth reflected increases in the required excess receivables and the amount of retained subordinated bonds we hold, partially offset by a decrease in interest-only strip receivables.
 
Cash generated by operating activities was $57.3 million lower in fiscal 2008 compared with fiscal 2007.  The decrease resulted from a higher level of working capital investment in fiscal 2008, combined with the $16.6 million decrease in net earnings.  Our retained interest in securitized receivables increased $68.5 million in fiscal 2008 compared with a $44.0 million increase
 

 
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in fiscal 2007.  The fiscal 2008 increase reflected our decision to retain $44.7 million face value of subordinated bonds in the January 2008 term securitization and the growth in the total managed receivables.  Inventories increased 17%, or $139.7 million, in fiscal 2008, which was greater than our 10% increase in vehicle revenues.  The growth in inventories resulted from the increase in our store base and from the “inventory up” test.  In the fourth quarter of fiscal 2008, this test was being conducted in approximately 30% of our stores.
 
The aggregate principal amount of outstanding auto loan receivables funded through securitizations, which are discussed in Notes 3 and 4, totaled $3.83 billion as of February 28, 2009; $3.76 billion as of February 29, 2008; and $3.24 billion as of February 28, 2007.  During fiscal 2009, we completed two term securitizations of auto loan receivables, including $750 million in May 2008 and $525 million in July 2008.  We retained a total of $70.3 million face value of subordinated bonds in these two securitizations.  During fiscal 2008, we completed three term securitizations, funding a total of $1.78 billion of auto loan receivables.  In the term securitization in January 2008, we retained $44.7 million face value of subordinated bonds.
 
As of February 28, 2009, the warehouse facility limit was $1.4 billion.  At that date, $1.22 billion of auto loan receivables were funded in the warehouse facility and unused warehouse capacity totaled $185 million.  As of the beginning of fiscal 2009, the warehouse facility limit had been temporarily increased to $1.3 billion from $1.0 billion.  During fiscal 2009, we increased the facility limit to $1.4 billion.  The warehouse facility has an annual term and it expires in July 2009.  We intend to enter into new, or renew or expand existing funding arrangements to meet CAF’s future funding needs.  However, based on conditions in the credit markets, the cost and credit enhancements for these arrangements could be materially higher than historical levels and the timing and capacity of these transactions could be dictated by market availability rather than our requirements.  Note 4 includes additional discussion of the warehouse facility.
 
Investing Activities.  Net cash used in investing activities was $155.3 million in fiscal 2009, $257.0 million in fiscal 2008 and $187.2 million in fiscal 2007.  Capital expenditures were $185.7 million in fiscal 2009, $253.1 million in fiscal 2008 and $191.8 million in fiscal 2007.  In addition to store construction costs, capital expenditures for fiscal 2008 and fiscal 2007 included the cost of land acquired for future year store openings.  The decline in capital spending in fiscal 2009 reflected our decision in December 2008 to temporarily suspend store growth.
 
Historically, capital expenditures have been funded with internally generated funds, long-term debt and sale-leaseback transactions.  Net proceeds from the sales of assets totaled $34.3 million in fiscal 2009, $1.1 million in fiscal 2008 and $4.6 million in fiscal 2007.  During fiscal 2009, we completed sale-leaseback transactions for our two used car superstores in Austin, Texas valued at $31.3 million.
 
As of February 28, 2009, we owned our home office in Richmond, Virginia, 41 used car superstores currently in operation and the three superstores that have been substantially completed, but which will not be opened until market conditions improve.  In addition, five superstores were accounted for as capital leases.
 
Financing Activities.  Net cash provided by financing activities totaled $18.4 million in fiscal 2009, $171.0 million in fiscal 2008 and $48.1 million in fiscal 2007.  During the second half of fiscal 2009, due to the unprecedented conditions in the credit markets, we believed that it was prudent to maintain a higher-than-normal cash balance.  As of February 28, 2009, we had cash and cash equivalents of $140.6 million compared with $13.0 million as of February 29, 2008, and $19.5 million as of February 28, 2007.  Despite the increase in cash and the decline in earnings in fiscal 2009, total debt increased by only $7.8 million to $337.0 million as of February 28, 2009, primarily due to our significant reductions in inventory.  In fiscal 2008, we increased total debt by $148.9 million, primarily to fund increased inventory and capital expenditures.  In fiscal 2007, we used cash generated from operations to reduce total debt by $9.5 million.
 
During fiscal 2009, we increased the aggregate borrowing limit under our revolving credit facility by $200 million to a total of $700 million.  The credit facility expires in December 2011 and is secured by our vehicle inventory.  Borrowings under this credit facility are limited to 80% of qualifying inventory, and they are available for working capital and general corporate purposes.  As of February 28, 2009, $308.5 million was outstanding under the credit facility and $227.7 million of the remaining balance was available to us.  The outstanding balance under the facility included $0.9 million classified as short-term debt, $157.6 million classified as current portion of long-term debt and $150.0 million classified as long-term debt.  We classified $157.6 million of the outstanding balance as of February 29, 2008, as current portion of long-term debt based on our expectation that this balance will not remain outstanding for more than one year.
 

 
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Cash received on equity issuances, which primarily related to employee stock option exercises, was $10.2 million in fiscal 2009, $14.7 million in fiscal 2008 and $35.4 million in fiscal 2007.  The fiscal 2007 receipts included exercises by the former chief executive officer in connection with his retirement and other exercises prompted by the significant increase in our stock price during that fiscal year.
 
We expect that cash generated by operations and proceeds from securitization transactions or other funding arrangements, sale-leaseback transactions and borrowings under existing or expanded credit facilities will be sufficient to fund capital expenditures and working capital for the foreseeable future.
 
Fair Value Measurements.  On March 1, 2008, we adopted Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”).  SFAS 157 defines fair value and is applied in any situation where an asset or liability is measured at fair value under existing U.S. generally accepted accounting principles.  In accordance with SFAS 157, we reported money market securities, retained interest in securitized receivables and financial derivatives at fair value.  As these financial assets were already reported at fair value, the implementation of SFAS 157 did not have a material impact on our results of operations, liquidity or financial condition.  See Note 6 for more information on the adoption and application of this standard.
 
The retained interest in securitized receivables was valued at $348.3 million as of February 28, 2009, and $270.8 million as of February 29, 2008.  Included in the retained interest were interest-only strip receivables, various reserve accounts and required excess receivables totaling $260.9 million and $227.7 million, respectively, as of these dates.  In addition, the retained interest included retained subordinated bonds with a total fair value of $87.4 million as of February 28, 2009, and $43.1 million as of February 29, 2008.
 
As described in Note 4, we use discounted cash flow models to measure the fair value of the retained interest, excluding the retained subordinated bonds.  In addition to funding costs and prepayment rates, the estimates of future cash flows are based on certain key assumptions, such as finance charge income, loss rates and discount rates appropriate for the type of asset and risk, both of which are significant unobservable inputs.  Changes in these inputs could have a material impact on our financial condition or results of operations.
 
In measuring the fair value of the retained subordinated bonds, we use a widely accepted third-party bond pricing model.  Our key assumption is determined based on current market spread quotes from third-party investment banks and is currently a significant unobservable input.  Changes in this input could have a material impact on our financial condition or results of operations.
 
During fiscal 2009 changes were made to certain key assumptions used in measuring the fair value of the retained interest.  See the CarMax Auto Finance Income section of MD&A for a discussion of the effects of these changes.
 
As the key assumptions used in measuring the fair value of the retained interest (including the retained subordinated bonds) are significant unobservable inputs, the retained interest is classified as a Level 3 asset in accordance with the SFAS 157 hierarchy.  As of February 28, 2009, the retained interest represented 69.0% of the total assets measured at fair value, as disclosed in Note 6.
 
 
 

 
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Contractual Obligations
   
As of February 28, 2009
 
(In millions)
 
Total
   
Less Than
1 Year
   
1 to 3
Years
   
3 to 5
Years
   
More
Than
5 Years
   
Other
 
Revolving credit agreement (1)
  $ 308.5     $     $ 308.5     $     $     $  
Capital leases (2)
    58.7       3.5       7.2       7.2       40.8        
Operating leases (2)
    1,004.3       82.3       163.3       162.8       595.9        
Purchase obligations (3)
    22.8       11.7       11.1                    
Asset retirement obligations (4)
    1.1                         1.1        
Defined benefit retirement plans (5)
    49.9       0.3                         49.6  
Unrecognized tax benefits (6)
    22.9       3.6                         19.3  
Total
  $ 1,468.2     $ 101.4     $ 490.1     $ 170.0     $ 637.8     $ 68.9  
 
(1)
Due to the uncertainty of forecasting expected variable interest rate payments, those amounts are not included in the table. See Note 10.
(2)
Excludes taxes, insurance and other costs payable directly by us.  These costs vary from year to year and are incurred in the ordinary course of business.  See Note 14.
(3)
Includes certain enforceable and legally binding obligations related to the purchase of real property and third-party outsourcing services.
(4)
Represents the liability to retire signage, fixtures and other assets at certain leased locations.
(5)
Represents the recognized funded status of our retirement plan, of which $49.6 million has no contractual payment schedule and we expect payments to occur beyond 12 months from February 28, 2009.  See Note 9.
(6)
Represents the net unrecognized tax benefits related to uncertain tax positions.  The timing of payments associated with $19.3 million of these tax benefits could not be estimated as of February 28, 2009.  See Note 8.

 
Off-Balance Sheet Arrangements
CAF provides financing for a portion of our used and new car retail sales.  We use a revolving securitization program (“warehouse facility”) to fund substantially all of the auto loan receivables originated by CAF until they can be funded through a term securitization or alternative funding arrangement.  We sell the auto loan receivables to a wholly owned, bankruptcy-remote, special purpose entity that transfers an undivided interest in the receivables to entities formed by third-party investors.
 
Historically, we have used term securitizations to refinance the receivables previously securitized through the warehouse facility.  The purpose of term securitizations is to provide permanent funding for these receivables.  In these transactions, a pool of auto loan receivables is sold to a bankruptcy-remote, special purpose entity that in turn transfers the receivables to a special purpose securitization trust.
 
Additional information regarding the nature, business purposes and importance of our off-balance sheet arrangement to our liquidity and capital resources can be found in the CarMax Auto Finance Income, Financial Condition and Market Risk sections of MD&A, as well as in Notes 3 and 4.
 
 

 

 
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Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.
 
Auto Loan Receivables
As of February 28, 2009, and February 29, 2008, all loans in our portfolio of auto loan receivables were fixed-rate installment loans.  Financing for these auto loan receivables was achieved through asset securitization programs that, in turn, issued both fixed- and floating-rate securities.  We manage the interest rate exposure relating to floating-rate securitizations through the use of interest rate swaps.  Disruptions in the credit markets could impact the effectiveness of our hedging strategies.  Receivables held for investment or sale are financed with working capital.  Generally, changes in interest rates associated with underlying swaps will not have a material impact on earnings; however, they could have a material impact on cash and cash flows.
 
Credit risk is the exposure to nonperformance of another party to an agreement.  We mitigate credit risk by dealing with highly rated bank counterparties.  The market and credit risks associated with financial derivatives are similar to those relating to other types of financial instruments.  Notes 5 and 6 provide additional information on financial derivatives.
 
Composition of Auto loan receivables
   
As of February 28 or 29
 
(In millions)
 
2009