10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: February 28, 2006
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 0-18859
				SONIC CORP.
(Exact name of registrant as specified in its charter)
Delaware							73-1371046
(State of							(I.R.S. Employer
incorporation)							Identification No.)
300 Johnny Bench Drive
		Oklahoma City, Oklahoma				73104
			(Address of principal executive offices)		Zip Code
Registrant’s telephone number, including area code: (405) 225-5000

Indicate by check mark whether the registrant (1) has filed all reports required 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 the 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes   X   . No.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes . No  X   .

As of February 28, 2006, the Registrant had 57,210,984 shares of common stock issued and outstanding (excluding 19,032,812 shares of common stock held as treasury stock).

SONIC CORP.

Index

	Page Number
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Consolidated Balance Sheets at February 28, 2006 and August 31, 2005	3
Condensed Consolidated Statements of Income for the three months and six months ended
February 28, 2006 and 2005	4
Condensed Consolidated Statements of Cash Flows for the six months ended
February 28, 2006 and 2005	5
Notes to Condensed Consolidated Financial Statements	6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results
of Operations	11
Item 3.              Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.              Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1.Legal Proceedings	22
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.Defaults Upon Senior Securities	22
Item 4.Submission of Matters to a Vote of Security Holders	23
Item 5.Other Information	23
Item 6.Exhibits	23

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

SONIC CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
	(Unaudited)
ASSETS		February 28, 2006			August 31, 2005*
Current assets:
Cash and cash equivalents	$	27,327		$	6,431
Accounts and notes receivable, net		16,726			18,801
Other current assets		8,437			10,017
Total current assets		52,490			35,249
Property, equipment and capital leases		621,764			587,558
Less accumulated depreciation and amortization		(182,061	)		(164,733	)
Property, equipment and capital leases, net		439,703			422,825
Goodwill, net		101,361			88,471
Trademarks, trade names and other intangible assets, net		6,795			6,434
Investment in direct financing leases and noncurrent portion of
notes receivable		7,809			8,171
Other assets, net		1,924			2,166
Intangibles and other assets, net		117,889			105,242
Total assets	$	610,082		$	563,316
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,837		$	14,117
Deposits from franchisees		2,051			3,157
Accrued liabilities		32,763			26,367
Income taxes payable		1,923			15,174
Obligations under capital leases and long-term debt
due within one year		6,002			6,527
Total current liabilities		55,576			65,342
Obligations under capital leases due after one year		39,482			36,259
Long-term debt due after one year		144,050			55,934
Other noncurrent liabilities		18,114			17,864
Stockholders’ equity:
Preferred stock, par value $.01; 1,000,000 shares
authorized; none outstanding		–			–
Common stock, par value $.01; 100,000,000 shares
authorized; 76,243,796 shares issued (75,766,006 shares
issued at August 31, 2005)		762			758
Paid-in capital		163,811			154,154
Retained earnings		427,323			397,989
Accumulated other comprehensive income (loss)		(160	)		–
		591,736			552,901
Treasury stock, at cost; 19,032,812 common shares
(16,450,920 shares at August 31, 2005)		(238,876	)		(164,984	)
Total stockholders’ equity		352,860			387,917
Total liabilities and stockholders’ equity	$	610,082		$	563,316

* Adjusted to include the impact of stock-based compensation expense; see Note 5 for additional information.

See accompanying notes.

3

SONIC CORP. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data)
	(Unaudited) Three months ended						(Unaudited) Six months ended
	February 28,						February 28,
	2006			2005*			2006			2005*
Revenues:
Partner Drive-In sales	$	126,376		$	112,655		$	261,798		$	232,866
Franchise Drive-Ins:
Franchise royalties		20,745			18,169			42,998			38,275
Franchise fees		879			874			1,820			1,809
Other		948			915			2,132			1,890
		148,948			132,613			308,748			274,840
Costs and expenses:
Partner Drive-Ins:
Food and packaging		33,160			29,415			69,267			61,988
Payroll and other employee benefits		38,938			34,910			79,940			71,875
Minority interest in earnings
of Partner Drive-Ins		4,490			4,048			9,321			8,627
Other operating expenses		26,027			23,309			54,212			46,976
		102,615			91,682			212,740			189,466
Selling, general and administrative		13,214			11,785			25,410			22,618
Depreciation and amortization		9,997			8,870			19,894			17,276
Provision for impairment of long-lived
assets		–			387			–			387
		125,826			112,724			258,044			229,747
Income from operations		23,122			19,889			50,704			45,093
Interest expense		2,271			1,712			4,118			3,491
Interest income		(175	)		(180	)		(715	)		(354	)
Net interest expense		2,096			1,532			3,403			3,137
Income before income taxes		21,026			18,357			47,301			41,956
Provision for income taxes		8,122			7,084			17,967			15,569
Net income	$	12,904		$	11,273		$	29,334		$	26,387
Net income per share - basic	$	.22		$	.19		$	.51		$	.44
Net income per share - diluted	$	.22		$	.18		$	.49		$	.42

* Adjusted to include the impact of stock-based compensation expense; see Note 5 for additional information.

See accompanying notes.

4

SONIC CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	(Unaudited) Six months ended
	February 28,
	2006			2005*
Cash flows from operating activities:
Net income	$	29,334		$	26,387
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		19,894			17,276
Stock-based compensation expense		3,447			3,065
Excess tax benefit from exercise of employee stock options		(2,880	)		(3,045	)
Provision for deferred income taxes		(406	)		212
Other		177			1,091
(Increase) decrease in operating assets		3,851			2,168
Increase (decrease) in operating liabilities:
Accounts payable		(1,280	)		2,057
Accrued and other liabilities		(4,124	)		(3,693	)
Total adjustments		18,679			19,131
Net cash provided by operating activities		48,013			45,518
Cash flows from investing activities:
Purchases of property and equipment		(31,730	)		(38,407	)
Acquisition of businesses, net of cash received		(14,761	)		–
Proceeds from collection of long-term notes receivable		(147	)		3,623
Other		1,528			2,140
Net cash used in investing activities		(45,110	)		(32,644	)
Cash flows from financing activities:
Payments on long-term debt		(93,699	)		(22,327	)
Proceeds from long-term borrowings		181,020			8,250
Purchases of treasury stock		(73,095	)		–
Proceeds from exercise of stock options		2,436			7,444
Excess tax benefit from exercise of employee stock options		2,880			3,045
Other		(1,549	)		(1,044	)
Net cash provided by (used in) financing activities		17,993			(4,632	)
Net increase in cash and cash equivalents		20,896			8,242
Cash and cash equivalents at beginning of period		6,431			7,993
Cash and cash equivalents at end of period	$	27,327		$	16,235
Supplemental Cash Flow Information:
Additions to capital lease obligations	$	4,958		$	–
Stock options exercised by stock swap		797			–
* Adjusted to include the impact of stock-based compensation expense; see Note 5 for additional information. See accompanying notes.

5

SONIC CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

Note 1

The unaudited Condensed Consolidated Financial Statements include all adjustments, consisting of normal, recurring accruals, which Sonic Corp. (the “Company”) considers necessary for a fair presentation of the financial position and the results of operations for the indicated periods. In certain situations, these accruals, including franchise royalties, are based on more limited information at interim reporting dates than at the Company’s fiscal year end due to the abbreviated reporting period. Actual results may differ from these estimates. The notes to the condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended August 31, 2005. The results of operations for the six months ended February 28, 2006, are not necessarily indicative of the results to be expected for the full year ending August 31, 2006.

Note 2

Certain amounts have been reclassified on the condensed consolidated financial statements to conform to the fiscal year 2006 presentation.

Note 3

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended				Six months ended
	February 28,				February 28,
	2006		2005*		2006		2005*
Numerator:
Net income	$	12,904	$	11,273	$	29,334	$	26,387
Denominator:
Weighted average shares outstanding - basic		57,484		60,263		57,881		60,136
Effect of dilutive employee stock options		2,023		2,525		2,046		2,451
Weighted average shares - diluted		59,507		62,788		59,927		62,587
Net income per share - basic	$	.22	$	.19	$	.51	$	.44
Net income per share - diluted	$	.22	$	.18	$	.49	$	.42

* Adjusted to include the impact of stock-based compensation expense; see Note 5 for additional information.

Note 4

The Company has entered into agreements with various lenders and an agreement with GE Capital Franchise Finance Corporation (“GEC”), pursuant to which GEC made loans to existing Sonic franchisees who met certain underwriting criteria set by GEC. Under the terms of the agreement with GEC, the Company provided a guarantee of 10% of the outstanding balance of loans from GEC to the Sonic franchisees, limited to a maximum amount of $5,000. As of February 28, 2006, the total amount guaranteed under the GEC agreement was $3,216. The Company ceased guaranteeing new loans under the program during fiscal year 2002 and has not been required to make any payments under its agreement with GEC. Existing loans under guarantee will expire through 2012. In the event of default by a franchisee, the Company has the option to fulfill the franchisee’s obligations under the note or to become the note holder, which would provide an avenue of recourse with the franchisee under the notes.

6

The Company has obligations under various lease agreements with third party lessors related to the real estate for Partner Drive-Ins that were sold to franchisees. Under these agreements, the Company remains secondarily liable for the lease payments for which it was responsible as the original lessee. As of February 28, 2006, the amount remaining under the guaranteed lease obligations totaled $5,126.

Effective November 30, 2005, the Company extended a note purchase agreement to a bank that serves to guarantee the repayment of a franchisee loan and also benefits the franchisee with a lower financing rate. In the event of default by the franchisee, the Company would purchase the franchisee loan from the bank, thereby becoming the note holder and providing an avenue of recourse with the franchisee. As of February 28, 2006, the balance of the loan was $3,007.

The Company has not recorded a liability for its obligations under the guarantees, other than an immaterial amount related to the fair value of the guarantee associated with the note purchase agreement, and none of the notes or leases related to the guarantees were in default as of February 28, 2006.

Note 5

Effective September 1, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). Under the provisions of SFAS 123R, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company adopted SFAS 123R using the modified retrospective application method and, as a result, financial statement amounts for the prior periods presented in this Form 10-Q have been adjusted to reflect the fair value method of expensing prescribed by SFAS 123R. The Company believes that the modified retrospective application of this standard achieves the highest level of clarity and comparability among the presented periods.

The following table shows total stock-based compensation expense and the tax benefit included in the Condensed Consolidated Statements of Income and the effect on basic and diluted earnings per share:

	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Selling, general and administrative	$	1,810		$	1,725		$	3,447		$	3,065
Income tax benefit		(403	)		(403	)		(878	)		(857	)
Net stock-based compensation expense	$	1,407		$	1,322		$	2,569		$	2,208
Impact on net income per share:
Basic	$	.02		$	.02		$	.04		$	.04
Diluted	$	.02		$	.02		$	.04		$	.04

Many of the options granted by Sonic are incentive stock options, for which a tax benefit only results if the option holder has a disqualifying disposition. For grants of non-qualified stock options, the Company expects to recognize a tax benefit on exercise of the option, so the full tax benefit is recognized on the related stock-based compensation expense. As a result of the limitation on the tax benefit for incentive stock options, the tax benefit for stock-based compensation will generally be less than the Company’s overall tax rate, and will vary depending on the timing of employees’ exercise and sale of stock.

7

As a result of adopting SFAS 123R retrospectively, financial statements for the prior periods presented in this Form 10-Q have been adjusted to reflect the fair value method of expensing stock options. The following table details the impact of retrospective application on previously reported results:

	Three months ended				Six months ended
	February 28, 2005				February 28, 2005
	Adjusted		As Previously Reported		Adjusted			As Previously Reported
Income Statement items:
Income before income taxes	$	18,357	$	20,082	$	41,956		$	45,021
Net income		11,273		12,595		26,387			28,595
Net income per share - basic	$	.19	$	.21	$	.44		$	.48
Net income per share - diluted		.18		.20		.42			.46
Cash Flow items:
Net cash provided by operating activities					$	45,518		$	48,563
Net cash used in financing activities						(4,632	)		(7,677	)

	Year ended August 31, 2005
	Adjusted		As Previously Reported
Balance Sheet items:
Other noncurrent liabilities	$	17,864	$	21,242
Paid-in capital		154,154		121,982
Retained earnings		397,989		426,783
Total stockholders’ equity		387,917		384,539
Total liabilities and stockholders’ equity		563,316		563,316

At Sonic’s annual meeting of stockholders on January 31, 2006, the stockholders approved the Sonic Corp. 2006 Long-Term Incentive Plan and the authorization of 4,500,000 shares for awards to employees and non-employee directors. This omnibus plan provides flexibility to award various forms of equity compensation, such as stock options, stock appreciation rights, performance shares, restricted stock and other stock-based awards. Prior to approval of this plan, the Company had two share-based compensation plans for employees and non-employee directors, which authorized the granting of stock options (see Note 12 of Notes to Consolidated Financial Statements in the Company’s form 10-K for the fiscal year ended August 31, 2005 for more information). No further awards will be granted under the previous plans now that the 2006 Long-Term Incentive Plan has been approved. The number of shares authorized for issuance under the Company’s existing plans as of February 28, 2006 totals 4,500,000, all of which were available for future issuance. Stock options historically granted under the Company’s plans were granted with an exercise price equal to the market price of the Company’s stock at the date of grant, a contractual term of ten years, and generally a vesting period of three years. The Company’s policy is to recognize compensation cost for these options on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises.

The Company measures the compensation cost associated with share-based payments by estimating the fair value of stock options as of the grant date using the Black-Scholes option pricing model. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted during the six months ended February 28, 2006 and 2005. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards.

8

The per share weighted average fair value of stock options granted during the six months ended February 28, 2006 and 2005 was $10.67 and $13.30, respectively. In addition to the exercise and grant date prices of the awards, certain weighted average assumptions that were used to estimate the fair value of stock option grants in the respective periods are listed in the table below:

	Six months ended February 28,
	2006	2005
Expected term (years)	4.7	5.3
Expected volatility	34%	43%
Risk-free interest rate	4.5%	3.7%
Expected dividend yield	0%	0%

The Company estimates expected volatility based on historical daily price changes of the Company’s common stock for a period equal to the current expected term of the options. The risk-free interest rate is based on the United States treasury yields in effect at the time of grant corresponding with the expected term of the options. The expected option term is the number of years the Company estimates that options will be outstanding prior to exercise considering vesting schedules and our historical exercise patterns.

SFAS 123R requires the cash flows resulting from the tax benefits for tax deductions in excess of the compensation expense recorded for those options (excess tax benefits) to be classified as financing cash flows. These excess tax benefits were $2,880 for the six months ended February 28, 2006 and are classified as a financing cash inflow in the Company’s Condensed Consolidated Statements of Cash Flows.

A summary of stock option activity under the Company’s share-based compensation plans for the six months ended February 28, 2006 is presented in the following table:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value (in thousands)
Outstanding-beginning of year		5,216,919		$	14.87
Granted		158,648			28.96
Exercised		(477,790	)		6.77
Forfeited or expired		(40,604	)		26.51
Outstanding February 28, 2006		4,857,173		$	16.02		5.70	$	76,053
Exercisable February 28, 2006		3,463,593		$	11.83		4.53	$	68,495

The total intrinsic value of options exercised during the six months ended February 28, 2006 and 2005 was $10,495 and $14,298, respectively. At February 28, 2006, total remaining unrecognized compensation cost related to unvested stock-based arrangements was $10,605 and is expected to be recognized over a weighted average period of 1.4 years.

Note 6

The Company is involved in various legal proceedings and has certain unresolved claims pending. Based on the information currently available, management believes that all claims currently pending are either covered by insurance or would not have a material adverse effect on the Company’s business or financial condition.

9

Note 7

Pursuant to the Company’s Board-approved share repurchase program, 2.6 million shares were acquired at an average price of $28.62 per share for a total cost of $73,095 during the first half of fiscal year 2006. The total remaining amount authorized for repurchase as of February 28, 2006 was $34,581. Largely as a result of this share repurchase activity, the Company took additional advances on its available line of credit. The balance outstanding under the Company’s line of credit as of February 28, 2006 was $118,000, an increase of $87,850 from the balance outstanding as of August 31, 2005.

Note 8

In February 2006, the Company entered into an interest rate swap agreement to modify a portion of the variable rate line of credit to a fixed rate obligation, thereby reducing the exposure to market rate fluctuations. The interest rate swap agreement has been designated as a cash flow hedge, and effectiveness is determined by matching the principal balance and terms with that specific obligation. The effective portions of changes in fair value are recognized in accumulated other comprehensive income (loss) in the accompanying Condensed Consolidated Balance Sheets. Ineffective portions of changes in fair value are recognized as a charge or credit to earnings. The agreement expires in May 2010 and settles quarterly until expiration. Under the terms of the interest rate swap agreement, the Company makes payments based on a fixed rate of 5.66% and receives interest payments based on 3-month LIBOR on a notional amount of $60 million. The differences to be paid or received under the interest rate swap agreement are recognized as an adjustment to interest expense. The agreement is with a major financial institution, which is expected to fully perform under the terms of the agreement. This interest rate swap is the only item reflected in accumulated other comprehensive income (loss) as of February 28, 2006.

Note 9

On April 6, 2006, the Company’s board of directors approved a three-for-two stock split in the form of a stock dividend. Holders of record of the Company’s common stock, par value $.01 per share, at the close of business on April 17, 2006 will receive one additional share of common stock for every two shares held on that date. The stock dividend will be distributed April 28, 2006 and the Company’s stock will begin trading ex-dividend on May 1, 2006. The stock split will increase the number of shares of common stock outstanding from approximately 57.2 million shares to approximately 85.8 shares (exclusive of treasury shares). The pro forma earnings per share, giving retroactive effect to the stock split, are as follows:

	Three months ended				Six months ended
	February 28,				February 28,
	2006		2005		2006		2005
Basic earnings per share - as reported	$	.22	$	.19	$	.51	$	.44
Basic earnings per share - after stock split	$	.15	$	.12	$	.34	$	.29
Diluted earnings per share - as reported	$	.22	$	.18	$	.49	$	.42
Diluted earnings per share - after stock split	$	.14	$	.12	$	.33	$	.28

Also on April 6, 2006, the board of directors increased the amount available under the Company’s stock repurchase authorization from $34.6 million to a total of $110 million. In addition, the term for the repurchase of the newly authorized amount was extended to August 31, 2007. Share repurchases are authorized to be made from time-to-time in the open market depending on market conditions.

10

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Description of the Business. Sonic operates and franchises the largest chain of drive-ins in the United States. As of February 28, 2006, the Sonic system was comprised of 3,089 drive-ins, of which 19% or 599 were Partner Drive-Ins and 81% or 2,490 were Franchise Drive-Ins. Sonic Drive-Ins feature Sonic signature items such as specialty soft drinks including cherry limeades and slushes, and frozen desserts, made-to-order sandwiches and hamburgers, extra-long chili-cheese coneys, hand-battered onion rings, tater tots, salads and wraps. Sonic Drive-Ins also offer a breakfast menu. Items on the breakfast menu include Breakfast Toaster and Bistro sandwiches and breakfast burritos with sausage, egg and cheese, and specialty breakfast drinks. We derive our revenues primarily from Partner Drive-In sales and royalties from franchisees. We also receive revenues from initial franchise fees. To a lesser extent, we also receive income from the selling and leasing of signs and real estate, as well as from minority ownership interests in a few Franchise Drive-Ins.

Costs of Partner Drive-In sales, including minority interest in earnings of drive-ins, relate directly to Partner Drive-In sales. Other expenses, such as depreciation, amortization, and general and administrative expenses, relate to the Company’s franchising operations, as well as our Partner Drive-In operations. Our revenues and expenses are directly affected by the number and sales volumes of Partner Drive-Ins. Our revenues and, to a lesser extent, expenses also are affected by the number and sales volumes of Franchise Drive-Ins. Initial franchise fees and franchise royalties are directly affected by the number of Franchise Drive-In openings.

Overview of Business Performance. Our strong business performance continued during our second fiscal quarter ended in February 2006. Net income increased 14.5% and earnings per share increased 22.2% to $.22 per diluted share from $.18 in the year earlier period, which is adjusted for the retrospective adoption of SFAS 123R for expensing stock-based compensation. For the first half of fiscal 2006, net income increased 11.2% and earnings per share increased 16.7% to $.49 per diluted share from $.42 in the year earlier period, also adjusted for SFAS 123R. Second quarter and first half results for both 2006 and 2005 reflect a decrease of $.02 and $.04 per diluted share, respectively, for stock-based compensation, net of related income tax benefits. We believe these results reflect our multi-layered growth strategy that features the following components:

·   Solid same-store sales growth;

·   Expansion of the Sonic brand through new unit growth, particularly by franchisees;

·   Increased franchising income stemming from franchisee new unit growth, solid same-store sales growth and our unique ascending royalty rate;

·   Operating leverage at both the drive-in level and the corporate level; and

·   The use of excess operating cash flow for franchise acquisitions and share repurchases.

The following table provides information regarding the number of Partner Drive-Ins and Franchise Drive-Ins in operation as of the end of the periods indicated as well as the system-wide growth in sales and average unit volume. System-wide information includes both Partner and Franchise Drive-In information, which we believe is useful in analyzing the growth of the brand as well as the Company’s revenues since franchisees pay royalties based on a percentage of sales.

System-Wide Performance ($ in thousands)
	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Percentage increase in sales		12.2	%		13.3	%		11.2	%		14.2	%
System-wide drive-ins in operation (1):
Total at beginning of period		3,065			2,917			3,039			2,885
Opened		33			32			66			66
Closed (net of re-openings)		(9	)		(15	)		(16	)		(17	)
Total at end of period		3,089			2,934			3,089			2,934
Core markets (2)		2,372			2,094			2,372			2,094
Developing markets (2)		717			840			717			840
All markets		3,089			2,934			3,089			2,934

11

System-Wide Performance (cont’d) ($ in thousands)
	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Average sales per drive-in:
Core markets	$	244		$	232		$	505		$	483
Developing markets		202			194			425			410
All markets		235			222			486			463
Change in same-store sales (3):
Core markets		6.1	%		6.5	%		5.5	%		7.2	%
Developing markets		2.9			8.8			3.0			8.6
All markets		5.5			7.0			5.0			7.5
(1) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, management changes, etc.) are not considered closed unless the Company determines that they are unlikely to reopen within a reasonable time. (2) Markets are identified based on television viewing areas and further classified as core or developing markets based upon number of drive-ins in a market and the level of advertising support. Market classifications are updated periodically. (3) Represents percentage change for drive-ins open for a minimum of 15 months.

System-wide same-store sales increased 5.5% during the second quarter of fiscal year 2006, primarily as a result of growth in average check. This increase was a result of price increases, as well as the success of the PAYS program that has increased credit and debit card transactions that, on average, exceed the average cash transaction. We believe this solid sales performance resulted from our specific sales driving initiatives including:

·   Use of technology to reach customers and improve the customer experience;

·   Strong promotions and new product news focused on quality and expanded choice for our customers;

·   Continued growth of our business in non-traditional day parts including the morning, afternoon, and evening day parts; and

·   Growth in brand awareness through increased media spending and greater use of network cable advertising;

Looking forward, due to the solid performance we have experienced, as well as the sales driving initiatives planned, we are increasing our targeted system-wide same-store sales growth to a range of 3% to 5% for the remainder of fiscal year 2006. Estimated system-wide same store sales for March 2006 were within this revised target growth rate range. We expect this solid increase in same-store sales to translate to revenue growth in the 12% to 14% range in the second half of fiscal year 2006.

Implementation of the PAYS program, which began in Partner Drive-Ins in the fall of 2003, was completed in the remainder of our Partner Drive-Ins during the second quarter of fiscal 2005. Under the PAYS program, a credit card terminal is added to each drive-in stall to facilitate credit and debit card transactions. Rollout to Franchise Drive-Ins began in February 2005 and is expected to be completed system-wide by the end of the calendar year 2006. Over 60% of Franchise Drive-Ins and almost 70% of drive-ins system-wide now have the PAYS system in place.

We continue to use our monthly promotions to highlight our distinctive food offerings and to feature new products.We also use our promotions and product news to create a strong emotional link with consumers and to align closely with consumer trends for fresh ingredients, customization, menu variety and choice. During the second quarter, our new product offerings included a Mushroom Swiss Double Cheeseburger, Gingerbread Blast, new yogurt-based fresh fruit Smoothies and a Sweetheart Brownie Blast. We will continue to have new product news in the coming months, all designed to meet customers’ evolving taste preferences including the growing desire for fresh, quality product offerings and healthier alternatives.

We continue to promote expansion of business in our non-traditional day parts (morning, afternoon, and evening). Through the second quarter of fiscal year 2006, we saw continued growth in sales in our non-traditional day parts, and we believe we have continued opportunity to grow these day parts throughout fiscal year 2006.

12

During fiscal year 2006, our total system-wide media expenditures are expected to be approximately $145 million as compared to approximately $125 million in fiscal year 2005, which we believe will continue to increase overall brand awareness and strengthen our share of voice relative to our competitors. We will also continue to refine our system-wide marketing fund efforts, which comprise approximately one-half of our media expenditures and are largely used for network cable television advertising. Our national cable strategy has proven to be beneficial in raising overall brand awareness in all markets and particularly as we develop in newer markets.

We opened 33 drive-ins during the second quarter, consisting of seven Partner Drive-Ins and 26 Franchise Drive-Ins, which was one more than the total number of drive-in openings during the second quarter a year ago. For the first six months, we have opened 66 drive-ins which was consistent with the total number of drive-in openings during the first six months of last year. Despite continuing cost pressures as a result of the increasing demand for construction materials and labor, we are maintaining our projected system openings for the year at 180 to 190 drive-ins, including 45 to 50 during the third quarter of 2006.

Results of Operations

Revenues.Total revenues increased 12.3% to $148.9 million in the second fiscal quarter of 2006 and 12.3% to $308.7 million for the first six months of fiscal 2006. The increase in revenues primarily relates to solid sales growth for Partner Drive-Ins and, to a lesser extent, a rise in franchising income.

Revenues
(In thousands)
							Percent
	February 28,				Increase/		Increase/
	2006		2005		(Decrease)		(Decrease)
Three months ended
Revenues:
Partner Drive-In sales	$	126,376	$	112,655	$	13,721		12.2	%
Franchise revenues:
Franchise royalties		20,745		18,169		2,576		14.2
Franchise fees		879		874		5		0.6
Other		948		915		33		3.6
Total revenues	$	148,948	$	132,613	$	16,335		12.3	%
Six months ended
Revenues:
Partner Drive-In sales	$	261,798	$	232,866	$	28,932		12.4	%
Franchise revenues:		42,998		38,275		4,723		12.3
Franchise royalties
Franchise fees		1,820		1,809		11		0.6
Other		2,132		1,890		242		12.8
Total revenues	$	308,748	$	274,840	$	33,908		12.3	%

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The following table reflects the growth in Partner Drive-In sales and changes in comparable drive-in sales for Partner Drive-Ins. It also presents information about average unit volumes and the number of Partner Drive-Ins, which is useful in analyzing the growth of Partner Drive-In sales.

Partner Drive-In Sales ($ in thousands)
	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Partner Drive-In sales	$	126,376		$	112,655		$	261,798		$	232,866
Percentage increase		12.2	%		19.7	%		12.4	%		20.1	%
Drive-ins in operation (1):
Total at beginning of period		592			544			574			539
Opened		7			6			10			10
Acquired from (sold to) franchisees		–			(2	)		15			–
Closed		–			–			–			(1	)
Total at end of period		599			548			599			548
Average sales per drive-in	$	213		$	208		$	444		$	431
Percentage increase		2.5	%		10.4	%		3.1	%		10.8	%
Change in same-store sales (2)		2.5	%		9.8	%		2.8	%		10.0	%
(1) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, management changes, etc.) are not considered closed unless the Company determines that they are unlikely to reopen within a reasonable time. (2) Represents percentage change for drive-ins open for a minimum of 15 months.

The increases in Partner Drive-In sales result from newly constructed and acquired drive-ins and same-store sales increases in existing drive-ins, offset by the loss of sales for sold and closed drive-ins.

Change in Partner Drive-In Sales ($ in thousands)
	Three months ended			Six months ended
	February 28, 2006			February 28, 2006
Increase from addition of newly constructed drive-ins (1)	$	7,883		$	15,747
Increase from acquisition of drive-ins (2)		4,069			8,780
Increase from same-store sales		2,380			5,865
Decrease from drive-ins sold or closed (3)		(611	)		(1,460	)
Net increase in Partner Drive-In sales	$	13,721		$	28,932
(1) Represents the increase for 43 drive-ins for the quarter opened since the second quarter of the prior fiscal year and 47 drive-ins for the six month period opened since the beginning of the prior fiscal year.
(2) Represents the increase for 17 drive-ins for the quarter acquired since the second quarter of the prior fiscal year and 19 drive-ins for the six month period acquired since the beginning of the prior fiscal year.
(3) Represents the decrease for 5 drive-ins for the quarter sold or closed since the second quarter of the prior fiscal year and 6 drive-ins for the six month period sold or closed since the beginning of the prior fiscal year.

Effective September 1, 2005, we acquired 15 Franchise Drive-Ins located in the Tennessee and Kentucky markets. We expect this acquisition to add approximately 2.5% to our revenue growth during fiscal year 2006. Over the past several years, we have completed the acquisition of several Franchise Drive-Ins in various markets. These acquisitions have added and are expected to continue to add to revenue growth and are expected to continue to be accretive to earnings over time. Our acquisitions are typically focused on higher volume stores with strong store-level management already in place. In addition, the selling franchisee usually retains a significant drive-in base and continues growing with us in other areas. We view these types of acquisitions of drive-ins with proven track records as a very good, lower-risk use of our capital and they remain a very viable potential use of our excess cash flow in future years.

14

The following table reflects the growth in franchising income (franchise royalties and franchise fees) as well as franchise sales, average unit volumes and the number of Franchise Drive-Ins. While we do not record Franchise Drive-In sales as revenues, we believe this information is important in understanding our financial performance since these sales are the basis on which we calculate and record franchise royalties. This information is also indicative of the financial health of our franchisees.

Franchise Information ($ in thousands)
	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Franchise fees and royalties (1)	$	21,624		$	19,043		$	44,818		$	40,084
Percentage increase		13.6	%		13.8	%		11.8	%		14.8	%
Franchise Drive-Ins in operation (2):
Total at beginning of period		2,473			2,373			2,465			2,346
Opened		26			26			56			56
Acquired from (sold to) company		-			2			(15	)		--
Closed		(9	)		(15	)		(16	)		(16	)
Total at end of period		2,490			2,386			2,490			2,386
Franchise Drive-In sales	$	599,084		$	533,982		$	1,236,985		$	1,115,078
Percentage increase		12.2	%		12.0	%		10.9	%		13.1	%
Effective royalty rate		3.46	%		3.40	%		3.48	%		3.43	%
Average sales per Franchise Drive-In	$	243		$	226		$	500		$	471
Change in same-store sales (3)		6.5	%		6.3	%		5.7	%		7.0	%
(1) See Revenue Recognition Related to Franchise Fees and Royalties in the Critical Accounting Policies and Estimates section of MD&A.
(2) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, management changes, etc.) are not considered closed unless the Company determines that they are unlikely to reopen within a reasonable time. (3) Represents percentage change for drive-ins open for a minimum of 15 months.

Franchise income, which consists of franchise royalties and franchise fees, increased 13.6% to $21.6 million in the second fiscal quarter of 2006 and 11.8% to $44.8 million for the first six months of fiscal year 2006.

Franchise royalties increased 14.2% to $20.7 million in the second quarter of 2006, compared to $18.2 million in the second fiscal quarter of 2005. Of the $2.5 million increase, approximately $1.7 million resulted from franchise same-store sales growth of 6.5% in the second fiscal quarter of 2006, combined with an increase in the effective royalty rate to 3.46% during the second fiscal quarter of 2006 compared to 3.40% during the same period in fiscal year 2005. Each of our license agreements contains an ascending royalty rate whereby royalties, as a percentage of sales, increase as sales increase. The balance of the increase was primarily attributable to growth in the number of franchise units over the prior period.

Franchise royalties increased 12.3% to $43.0 million in the first two fiscal quarters of 2006, compared to $38.3 million during the same period of the prior year. Of the $4.7 million increase, approximately $2.9 million resulted from Franchise Drive-Ins’ same-store sales growth of 5.7% in the first six months of fiscal year 2006, combined with an increase in the effective royalty rate to 3.48% during the first two fiscal quarters of 2006 compared to 3.43% during the same period in fiscal year 2005. The balance of the increase was primarily attributable to growth in the number of franchise units over the prior period.

15

Franchise fees were virtually unchanged as franchisees opened 26 new drive-ins in the second quarter and 56 new drive-ins for the first six months of both fiscal years 2006 and 2005. Our franchise development pipeline continues to strengthen and we continue to anticipate 150 to 160 drive-in openings by franchisees this fiscal year as compared to 138 openings during the previous year. We do continue to experience significantly increased development costs, including increased demand for construction supplies and labor, that could constrain future drive-in openings. As a result of new Franchise Drive-In openings, same-store sales increases expected to be in the 3% to 5% range, and the continued benefit of the ascending royalty rate, we expect incremental franchising income of $3.0 million to $3.5 million in the third quarter.

Operating Expenses.Overall, drive-in cost of operations, as a percentage of Partner Drive-In sales, decreased to 81.2% in the second fiscal quarter of 2006 compared to 81.4% in the same period of fiscal year 2005, and decreased to 81.3% for the first six months of 2006 compared to 81.4% for the same period of fiscal year 2005. Minority interest in earnings of drive-ins is included as a part of cost of sales, in the table below, since it is directly related to Partner Drive-In operations.

Operating Margins
	Three months ended						Six months ended
	February 28,						February 28,
	2006			2005			2006			2005
Costs and expenses (1):
Partner Drive-Ins:
Food and packaging		26.2	%		26.1	%		26.5	%		26.6	%
Payroll and other employee benefits		30.8			31.0			30.5			30.9
Minority interest in earnings of
Partner Drive-Ins		3.6			3.6			3.6			3.7
Other operating expenses		20.6			20.7			20.7			20.2
Total Partner Drive-In cost of operations		81.2	%		81.4	%		81.3	%		81.4	%
(1) As a percentage of Partner Drive-In sales.

Food and packaging costs increased by 0.1 percentage points during the second quarter of fiscal year 2006 and decreased by 0.1 percentage points during the first six months of fiscal year 2006 compared to the same periods of fiscal year 2005. These results are being impacted by higher beef costs, as well as higher distribution costs, offset by favorable dairy costs. Looking forward, we expect that lower costs for dairy and other items will at least partially offset higher beef and distribution costs and produce flat to slightly higher year-over-year food and packaging costs for the next several months.

Labor costs decreased by 0.2 percentage points during the second quarter of fiscal year 2006 and decreased by 0.4 percentage points for the first six months of fiscal year 2006 compared to the same periods of fiscal year 2005. These favorable variances resulted from the leverage of sales growth. Looking forward, we expect the leverage from sales growth to keep labor costs, as a percentage of Partner Drive-In sales, favorable on a year-over-year basis.

Minority interest, which reflects our store-level partners’ pro-rata share of earnings through our partnership program, increased by $0.4 million during the second fiscal quarter of 2006 and by $0.7 million during the first six months of fiscal year 2006 compared to the same periods of fiscal year 2005, reflecting the increase in average profit per store. We continue to view the partnership program as an integral part of our culture at Sonic and a large factor in the success of our business, and we are pleased that profit distributions to our partners increased during the quarter. Looking forward, because we expect our store level profits to continue to grow, we would likewise expect minority interest to increase in dollar terms but to be relatively flat versus the prior year as a percentage of Partner Drive-In sales.

Other operating expenses decreased by 0.1 percentage points during the second quarter of fiscal year 2006 and increased by 0.5 percentage points in the first six months of 2006 compared to the same periods in fiscal year 2005. The increase for the year-to-date period is related primarily to increases in utility costs as a result of higher energy prices. Due to the mild weather experienced this winter, combined with the more recent easing of energy prices (particularly natural gas), we did not experience the level of deterioration in our utility costs that we had expected going into the second quarter. A secondary contributor to the increase for the year-to-date period is increasing credit card charges resulting from the success of the PAYS program. We continue to expect some pressure on energy prices and slightly higher credit card fees. Collectively, other operating expenses are expected to be approximately 0.25 percentage points higher in the third quarter versus the same period last year.

16

To summarize, we believe the higher food and packaging costs, as well as other operating expenses will be largely offset by leverage from sales growth. As a result, overall restaurant-level margins for the third quarter of 2006 are expected to be flat to slightly unfavorable on a year-over-year basis.

Selling, General and Administrative. Selling, general and administrative expenses increased 12.1% to $13.2 million during the second fiscal quarter of 2006 compared to the same period of fiscal year 2005, and increased 12.3% to $25.4 million for the first six months of 2006 versus the same period of 2005. Sonic adopted SFAS 123R effective with the beginning of the first quarter of this fiscal year, therefore, we are now expensing the estimated fair value of stock options over their vesting period. We have chosen to adopt the new standard using the modified retrospective application method, as provided for in the standard. This method of adoption requires us to adjust all prior periods to reflect expense for the fair value of stock options that was previously only disclosed in the footnotes to the financial statements. As it relates to the ongoing effect of stock-based compensation under SFAS 123R, we estimate total stock compensation expense for fiscal year 2006 will be approximately $8 million. As of February 28, 2006, total remaining unrecognized compensation cost related to unvested stock-based arrangements was $10.6 million and is expected to be recognized over a weighted average period of 1.4 years. See Note 5 of the Notes to Condensed Consolidated Financial Statements included in this Form 10-Q for additional information regarding our stock-based compensation. Excluding stock-based compensation expense, we anticipate that these costs will increase in the range of 10% to 12% for fiscal year 2006 as compared to the prior year primarily as a result of increased headcount additions to support continued growth in our business.

Depreciation and Amortization. Depreciation and amortization expense increased 12.7% to $10.0 million in the second quarter of fiscal year 2006, and increased 15.2% to $19.9 million for the first six months of 2006. These increases were due in part to additional depreciation stemming from the Tennessee and Kentucky acquisitions, which will continue through August 2006, as well as the reduction in remaining useful life for certain assets related to the retrofit of Partner Drive-Ins in the late 1990s. This reduction in life resulted from a re-evaluation of the remaining life of such assets. Capital expenditures during the first six months of fiscal year 2006 were $46.5 million, including $14.6 million related to the acquisition of drive-ins. Looking forward, planned capital expenditures for fiscal year 2006 of approximately $75 million, along with the items discussed above, are expected to result in depreciation growth of 13% to 15% for the third quarter of 2006 over the same period of the prior year.

Provision for Impairment of Long-Lived Assets. During the second quarter of fiscal year 2005, one mall location became impaired under the guidelines of FAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” As a result, a provision for impairment of $0.4 million was recorded for the drive-in’s carrying cost in excess of its estimated fair value. While it is impossible to predict if future write-downs will occur, we do not believe that future write-downs will impede our ability to continue growing earnings at a solid rate.

Interest Expense. Net interest expense increased 36.8% to $2.1 million for the second quarter of 2006 and increased 8.5% to $3.4 million for the first six months of fiscal year 2006 compared to the same periods in fiscal year 2005. These increases result from approximately $115 million in share repurchases over the last 12 months. Going forward, we expect higher interest expense in future quarters depending on our level of repurchase activity and potential franchise acquisitions.

Income Taxes. Our income tax rate during the second quarter was approximately 38.6%, roughly equivalent to the tax rate last year after adjusting for the adoption of SFAS 123R. The effective rate for the first half of fiscal year 2006 was 38.0% compared to a rate of 37.1% for the same period of 2005. The adoption of SFAS 123R related to the expensing of stock options will create differences in book and taxable income on both a permanent and temporary basis. Many of the options granted by Sonic are incentive stock options for which a tax benefit results only if the option holder has a disqualifying disposition. Accordingly, the expected tax benefit of stock options will be less than our overall tax rate and is estimated at 25%, but may vary significantly depending upon the timing of employees’ exercise and sale of stock. In addition, the expiration of the Work Opportunity Tax Credit on January 1^st will impact our tax rate going forward. We expect that Congress will reinstate the tax credit retroactively, as they have done in the past. However, we are not allowed to record the benefit of this credit until the legislation becomes enacted law. We expect our tax rate to be in the range of 37% to 38% in the third quarter. However, depending upon the timing of the renewal of the Work Opportunity Tax Credit program and based upon the timing of option exercises and dispositions by option-holders, the rate will continue to vary from quarter to quarter, as circumstances on individual tax matters change.

17

Financial Position

During the first six months of fiscal year 2006, current assets increased 48.9% to $52.5 million compared to $35.2 million as of the prior fiscal year end as a result of strong cash flow from operations and line of credit advances which remained unspent. Net property and equipment increased by $16.9 million as a result of drive-in construction, relocations, remodels and retrofits, along with the Tennessee and Kentucky acquisition. Goodwill increased by $12.9 million as a result of the Tennessee and Kentucky acquisition. These increases combined with the increase in current assets resulted in an 8.3% increase in total assets to $610.1 million as of the end of the second quarter of fiscal year 2006.

Total current liabilities decreased $9.8 million or 14.9% during the first six months of fiscal year 2006 primarily as a result of tax payments during the second fiscal quarter of 2006. Long-term debt increased $91.6 million or 83.2% as a result of advances on the Company’s line of credit to fund portions of the share repurchases, capital expenditures and the Tennessee and Kentucky acquisition. Overall, total liabilities increased $81.8 million or 46.6% as a result of the items discussed above.

Shareholders’ equity decreased $35.1 million or 9.0% during the first six months of fiscal year 2006 primarily resulting from stock repurchases of $73.1 million, offset by earnings during the period of $29.3 million, stock-based compensation and the proceeds and related tax benefits from the exercise of stock options. At the end of the second fiscal quarter of 2006, our debt-to-total capital ratio was 34.9%, up from 20.3% at the end of fiscal year 2005. For the twelve months ended February 28, 2006, return on average stockholders’ equity was 20.1% and return on average assets was 12.8%.

Liquidity and Sources of Capital

Net cash provided by operating activities increased $2.5 million or 5.5% to $48.0 million in the first six months of fiscal year 2006 as compared to $45.5 million in the same period of fiscal year 2005, primarily as a result of an increase in operating profit before depreciation and amortization, offset by decreases in operating liabilities associated with the timing of tax payments. We also anticipate continuing to generate increasing positive free cash flow going forward. We believe free cash flow, which we define as net income plus depreciation and amortization and stock compensation expense less capital expenditures, is useful in evaluating the liquidity of the Company by assessing the level of funds available for share repurchases, acquisitions of Franchise Drive-Ins, and repayment of debt. This year we expect free cash flow to approach $50 million.

Under the share repurchase program authorized by the Board of Directors, the Company acquired 2.6 million shares at an average price of $28.62 per share for a total of $73.1 million during the first six months of fiscal year 2006. As of February 28, 2006, we had approximately $34.6 million available under the program, which we anticipate fully utilizing over the remainder of the fiscal year. See Subsequent Events discussion on page 19. We expect to fund these share repurchases through cash flow from operations and borrowings under our existing line of credit.

We opened ten newly constructed Partner Drive-Ins and acquired 15 drive-ins from franchisees during the first two fiscal quarters of 2006. During the first six months of this fiscal year, we used cash generated by operating activities and borrowings under our line of credit to fund capital additions totaling $46.5 million, which included the cost of newly opened drive-ins, new equipment for existing drive-ins, drive-ins under construction, the acquisition of Franchise Drive-Ins, and other capital expenditures. During the six months ended February 28, 2006, we purchased the real estate for ten of the 25 newly constructed and acquired drive-ins.

We plan capital expenditures of approximately $75 million in fiscal year 2006, excluding acquisitions. These capital expenditures primarily relate to the development of additional Partner Drive-Ins, stall additions, remodels and relocations of older drive-ins and store equipment. We expect to fund these capital expenditures through cash flow from operations and borrowings under our existing line of credit.

18

We have an agreement with a group of banks that provides us with a $150.0 million line of credit expiring in July 2010. As of February 28, 2006, our outstanding borrowings under the line of credit were $118.0 million at an effective borrowing rate of 5.26%, as well as $0.7 million in outstanding letters of credit. The amount available under the line of credit as of February 28, 2006, was $31.3 million. We have long-term debt maturing in fiscal years 2006 and 2007 of $8.1 million and $4.7 million, respectively. Of the $8.1 million maturing in fiscal 2006, $4.6 million relates to our senior unsecured notes that will be maturing in August 2006, and is classified as long-term because we intend to utilize amounts available under our line of credit to fund this obligation. We believe that free cash flow will be adequate for repayment of any long-term debt that does not get refinanced or extended. We plan to use the line of credit to finance the opening of newly constructed drive-ins, acquisitions of existing drive-ins, purchases of the Company’s common stock and for other general corporate purposes, as needed. See Note 9 of the Notes to Consolidated Financial Statements in the Company’s Form 10-K for the fiscal year ended August 31, 2005 for additional information regarding our long-term debt.

As of February 28, 2006, our total cash balance of $27.3 million reflected the impact of the cash generated from operating activities, borrowing activity, and capital expenditures mentioned above. We believe that existing cash and funds generated from operations, as well as borrowings under the line of credit, will meet our needs for the foreseeable future.

Subsequent Events

On April 6, 2006, the Company’s board of directors approved a three-for-two stock split in the form of a stock dividend. Holders of record of the Company’s common stock, par value $.01 per share, at the close of business on April 17, 2006 will receive one additional share of common stock for every two shares held on that date. The stock dividend will be distributed April 28, 2006 and the Company’s stock will begin trading ex-dividend on May 1, 2006. The stock split will increase the number of shares of common stock outstanding from approximately 57.2 million shares to approximately 85.8 million shares (exclusive of treasury shares).

Also on April 6, 2006, the board of directors increased the amount available under the Company’s stock repurchase authorization from $34.6 million to a total of $110 million. In addition, the term for the repurchase of the newly authorized amount was extended to August 31, 2007. Share repurchases are authorized to be made from time-to-time in the open market depending on market conditions.

Impact of Inflation

Though increases in labor, food or other operating costs could adversely affect our operations, we do not believe that inflation has had a material effect on income during the past several years.

Seasonality

We do not expect seasonality to affect our operations in a materially adverse manner. Our results during the second fiscal quarter (the months of December, January and February) generally are lower than other quarters because of the climate of the locations of a number of Partner and Franchise Drive-Ins.

Critical Accounting Policies and Estimates

The Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this document contain information that is pertinent to management's discussion and analysis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. These assumptions and estimates could have a material effect on our financial statements. We evaluate our assumptions and estimates on an ongoing basis using historical experience and various other factors that are believed to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We annually review our financial reporting and disclosure practices and accounting policies to ensure that our financial reporting and disclosures provide accurate and transparent information relative to the current economic and business environment. We believe that of our significant accounting policies (see Note 1 of Notes to Consolidated Financial Statements in the Company’s Form 10-K for the fiscal year ending August 31, 2005), the following policies involve a higher degree of risk, judgment and/or complexity.

19

Impairment of Long-Lived Assets. We review each Partner Drive-In for impairment when events or circumstances indicate it might be impaired. We test for impairment using historical cash flows and other relevant facts and circumstances as the primary basis for our estimates of future cash flows. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. In addition, at least annually, we assess the recoverability of goodwill and other intangible assets related to our brand and drive-ins. These impairment tests require us to estimate fair values of our brand and our drive-ins by making assumptions regarding future cash flows and other factors. If these assumptions change in the future, we may be required to record impairment charges for these assets.

Ownership Program.Our drive-in philosophy stresses an ownership relationship with supervisors and drive-in managers. Most supervisors and managers of Partner Drive-Ins purchase and own an equity interest in the drive-in, which is typically financed by a third-party bank. Supervisors and managers are neither employees of Sonic nor of the drive-in in which they have an ownership interest.

The investments made by managers and supervisors in each partnership or limited liability company are accounted for as minority interests in the financial statements. The ownership agreements contain provisions, which give Sonic the right, but not the obligation, to purchase the minority interest of the supervisor or manager in a drive-in. The amount of the investment made by a partner and the amount of the buy-out are based on a number of factors, primarily upon the drive-in’s financial performance for the preceding 12 months, and are intended to approximate the fair value of a minority interest in the drive-in.

The net book value of a minority interest acquired by the Company in a Partner Drive-In is recorded as an investment in partnership, which results in a reduction in the minority interest liability on the Consolidated Balance Sheet. If the purchase price exceeds the net book value of the assets underlying the partnership interest, the excess is recorded as goodwill. The acquisition of a minority interest for less than book value results in a decrease in purchased goodwill. Any subsequent sale of the minority interest to another minority partner is recorded as a pro-rata reduction of goodwill and investment, and no gain or loss is recognized on the sale of the minority ownership interest. Goodwill created as a result of the acquisition of minority interests in Partner Drive-Ins is not amortized but is tested annually for impairment under the provisions of FAS 142, “Goodwill and Other Intangible Assets.”

Revenue Recognition Related to Franchise Fees and Royalties. Initial franchise fees are nonrefundable and are recognized in income when we have substantially performed or satisfied all material services or conditions relating to the sale of the franchise. Area development fees are nonrefundable and are recognized in income on a pro-rata basis when the conditions for revenue recognition under the individual development agreements are met. Both initial franchise fees and area development fees are generally recognized upon the opening of a Franchise Drive-In or upon termination of the agreement between Sonic and the franchisee.

Our franchisees are required under the provisions of the license agreements to pay royalties to Sonic each month based on a percentage of actual net sales. However, the royalty payments and supporting financial statements are not due until the 20^th of the following month. As a result, we accrue royalty revenue in the month earned based on estimates of Franchise Drive-Ins sales. These estimates are based on actual sales at Partner Drive-Ins and projections of average unit volume growth at Franchise Drive-Ins.

Accounting for Stock-Based Compensation. As discussed further in Note 5 of Notes to Condensed Consolidated Financial Statements in this Form 10-Q, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) effective September 1, 2005 using the modified retrospective application method. As a result, financial statement amounts for prior periods presented in this Form 10-Q have been adjusted to reflect the fair value method of expensing prescribed by SFAS 123R.

We estimate the fair value of options granted using the Black-Scholes option pricing model along with the assumptions shown in Note 5 to the financial statements. The assumptions used in computing the fair value of share-based payments reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. We estimate expected volatility based on historical daily price changes of the Company’s stock for a period equal to the current expected term of the options. The expected option term is the number of years the Company estimates that options will be outstanding prior to exercise considering vesting schedules and our historical exercise patterns. If other assumptions or estimates had been used, the stock-based compensation expense that was recorded for the first six months of 2006 could have been materially different. Furthermore, if different assumptions are used in future periods, stock-based compensation expense could be materially impacted in the future.

20

Income Taxes. We estimate certain components of our provision for income taxes. These estimates include, among other items, depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as wages paid to certain employees, effective rates for state and local income taxes and the tax deductibility of certain other items.

Our estimates are based on the best available information at the time that we prepare the provision, including legislative and judicial developments. We generally file our annual income tax returns several months after our fiscal year end. Income tax returns are subject to audit by federal, state and local governments, typically several years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws. Adjustments to these estimates or returns can result in significant variability in the tax rate from period to period.

 Forward-looking Statements

This annual report contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our expectations or beliefs concerning future events, including the following: any statements regarding future sales or expenses, any statements regarding the continuation of historical trends, and any statements regarding the sufficiency of our working capital and cash generated from operating and financing activities for our future liquidity and capital resource needs. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-looking statements. We caution that the following important economic and competitive factors, among others, could cause the actual results to differ materially from those in the forward-looking statements made in this report and from time to time in news releases, reports, proxy statements, registration statements, and other written or electronic communication, as well as verbal forward-looking statements made from time to time by representatives of the Company. Factors that may cause actual results to differ materially from forward-looking statements include, without limitation, risks of the restaurant industry, including risks of and publicity surrounding food-borne illnesses, a highly competitive industry and the impact of changes in consumer spending patterns, consumer tastes, local, regional, and national economic conditions, weather, demographic trends, traffic patterns, employee availability, increases in utility costs, and cost increases or shortages in raw food products. In addition, the opening and success of new drive-ins will depend on various factors, including the cost of construction, weather, strikes, the availability of suitable sites for new drive-ins, the negotiation of acceptable lease or purchase terms for new locations, local permitting and regulatory compliance, our ability to manage the anticipated expansion and hire and train personnel, the financial viability of our franchisees, particularly multi-unit operators, and general economic and business conditions. Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized. For these reasons, you should not place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise them.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Company’s exposure to market risk for the quarter ended February 28, 2006.

Item 4.Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-14 under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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PART II - OTHER INFORMATION

Item 1.Legal Proceedings

On September 13, 2005, Sonic Industries Inc. (“Sonic Industries), a subsidiary of the Company, filed a declaratory judgment action against AeroComm, Inc., in the United States District Court for the Western District of Oklahoma in Oklahoma City, Oklahoma, in a case titled, Sonic Industries Inc. v. AeroComm, Inc. (Case No.: CIV-05-1065-R).  Sonic Industries seeks the Court's declaration that Sonic Industries has not violated antitrust laws and that AeroComm has no protected rights in Sonic Industries’ pay-at-your-stall (PAYS) credit card system.  AeroComm was the primary supplier of PAYS radio components until AeroComm unilaterally terminated its relationship with Sonic Industries. On October 24, 2005, AeroComm filed counterclaims against Sonic Industries alleging that Sonic Industries interfered with AeroComm’s business relationships and opportunities with another PAYS supplier, provided proprietary information to the company that replaced AeroComm, and violated antitrust laws by restricting the ability of another PAYS supplier to use AeroComm for non-Sonic applications.   The counterclaim seeks unspecified compensatory and other damages and injunctive relief. On February 27, 2006, AeroComm notified Sonic Industries that it was specifically seeking compensatory damages for lost profits and lost valuation. The Company believes that AeroComm's claims are without merit and will vigorously defend against them.  While acknowledging the uncertainties of litigation, the Company does not believe that AeroComm’s claims will have a material adverse effect on the Company’s business or financial condition.

During the fiscal quarter ended February 28, 2006, Sonic Corp. (the “Company”) did not have any other material legal proceedings brought against it, its subsidiaries or their properties. In addition, no material developments occurred in connection with any previously reported legal proceedings against the Company, its subsidiaries or their properties during the last fiscal quarter.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

Shares repurchased during the second quarter of fiscal 2006 are as follows (in thousands, except share and per share amounts):

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Dollar Value that May Yet Be Purchased Under the Program
December 1, 2005 through December 31, 2005		150,953	$	29.87		150,953	$	55,483
January 1, 2006 through January 31, 2006		579,752	$	27.84		556,956	$	39,993
February 1, 2006 through February 28, 2006		184,934	$	29.48		183,700	$	34,581
Total		915,639	$	28.50		891,609

(1) During the second quarter of fiscal 2006, 24,030 shares were tendered to the Company as payment for the exercise price of options in connection with the Company’s share-based compensation plans. There is no maximum amount of shares that the Company may repurchase under these plans.

(2) The Company’s share repurchase program was first publicly announced on April 14, 1997. In April 2005, the Company’s Board of Directors approved an increase in the share repurchase authorization from $60,000 to $150,000 and extended the program to August 31, 2006. See Subsequent Events discussion on page 19.

Item 3.Defaults Upon Senior Securities

None.

22

Item 4.Submission of Matters to a Vote of Security Holders

On January 31, 2006, the Company held its annual meeting of stockholders, at which the stockholders re-elected Michael J. Maples and Frank E. Richardson and elected Kathryn L. Taylor as directors for three-year terms expiring at the annual meeting to be held in 2009. The following table sets forth the voting results for the directors:

Director	Votes For	Votes Withheld
Michael J. Maples	54,120,048	1,346,328
Frank E. Richardson	50,941,986	4,524,390
Kathryn L. Taylor	54,787,061	679,315

Other directors of the Company whose terms continued after the meeting are Leonard Lieberman, H.E. “Gene” Rainbolt, J. Clifford Hudson, Federico F. Peña and Robert M. Rosenberg.

Voting results for the other matters voted upon at the meeting are set forth in the following table:

	Votes For	Votes Against	Votes Abstained
Approval of Amendment to Certificate of Incorporation	43,481,946	11,961,671	22,759
Approval of the Sonic Corp. 2006 Long-term Incentive Plan	31,163,511	17,944,295	61,912
Approval of Independent Registered Public Accounting Firm	51,288,658	4,150,916	26,802

Item 5.Other Information

None.

Item 6.Exhibits

Exhibits.

31.01	Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14
31.02	Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14
32.01	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.02	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Company has caused the undersigned, duly authorized, to sign this report on behalf of the Company.

	SONIC CORP.
By:	/s/ Stephen C. Vaughan
	Stephen C. Vaughan, Vice President
	and Chief Financial Officer

Date: April 7, 2006

EXHIBIT INDEX

Exhibit Number and Description

31.01	Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14
31.02	Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14
32.01	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.02	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

EX-31.01

EXHIBIT 31.01

CERTIFICATION PURSUANT TO

SEC RULE 13a-14

I, J. Clifford Hudson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sonic Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2006

/s/ J. Clifford Hudson

J. Clifford Hudson

Chief Executive Officer

EX-31.02

EXHIBIT 31.02

CERTIFICATION PURSUANT TO

SEC RULE 13a-14

I, Stephen C. Vaughan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sonic Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2006

/s/ Stephen C. Vaughan

Stephen C. Vaughan

Chief Financial Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned hereby certifies that to his knowledge the quarterly report of Sonic Corp. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly represents, in all material respects, the financial condition and results of operations of the Company.

Date: April 7, 2006

/s/ J. Clifford Hudson

J. Clifford Hudson

Chief Executive Officer

EX-32.02

EXHIBIT 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned hereby certifies that to his knowledge the quarterly report of Sonic Corp. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly represents, in all material respects, the financial condition and results of operations of the Company.

Date: April 7, 2006

/s/ Stephen C. Vaughan

Stephen C. Vaughan

Chief Financial Officer