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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended: April 30, 2005 |
OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File Number: 1-6089
H&R Block, Inc.
(Exact name of registrant as specified in its charter)
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MISSOURI
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44-0607856 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification Number) |
4400 Main Street, Kansas City, Missouri 64111
(Address of principal executive offices, including zip code)
(816) 753-6900
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
Common Stock, without par value
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New York Stock Exchange |
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Pacific Exchange |
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, without par value
(Title of Class)
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 þ No o
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
registrants 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. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
The aggregate market value of the registrants Common Stock
(all voting stock) held by non-affiliates of the registrant,
computed by reference to the price at which the stock was sold
on October 31, 2004, was $7,683,275,768.
Number of shares of registrants Common Stock, without par
value, outstanding on June 30, 2005: 331,940,594.
Documents incorporated by reference
The definitive proxy statement relating to the registrants
Annual Meeting of Shareholders, to be held September 7,
2005, is incorporated by reference in Part III to the
extent described therein.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (Form 10-K/A)
to the companys Annual Report on Form
10-K for the year ended April 30, 2005, initially filed with the Securities and Exchange Commission
on August 1, 2005, is being filed
primarily to amend and revise the following:
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Fiscal 2006 Outlook for Mortgage Services |
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Financial Condition, Contractual Obligations and Commercial Commitments with respect to our shelf registration statement |
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Item 8. Financial Statements and Supplementary Data, note 22 |
Additionally, as this Form 10-K/A was filed after
the record date for our two-for-one stock split, which is effective August 22, 2005, we have adjusted all share
and par share amounts to reflect the retroactive effect of the stock split.
H&R BLOCK
2005 FORM 10-K AND ANNUAL REPORT
TABLE OF CONTENTS
H&R BLOCK 2005 Form 10K
INTRODUCTION AND FORWARD LOOKING STATEMENTS
We have again chosen to combine our Annual Report on
Form 10-K, which we are required to file annually with the
Securities and Exchange Commission (SEC), and our
Annual Report to Shareholders. We hope that by including all of
this information in one document, you will find this Annual
Report more useful and informative.
On June 7, 2005, we determined it was appropriate to
restate our previously issued consolidated financial statements,
including financial statements for the nine months ended
January 31, 2005 and financial statements for the fiscal
years ended April 30, 2004 and 2003 and all related interim
periods. The details of the restatement, including the issues
and amounts, are presented in Item 8, note 2 to our
consolidated financial statements.
Specified portions of our proxy statement, which will be filed
in August 2005, are listed as incorporated by
reference in response to certain items. Our proxy
statement will be printed within our Annual Report and mailed to
shareholders in August 2005 and will also be available on our
website at www.hrblock.com.
In this report, and from time to time throughout the year, we
share our expectations for the Companys future
performance. These forward-looking statements are based upon
current information, expectations, estimates and projections
regarding the Company, the industries and markets in which we
operate, and our assumptions and beliefs at that time. These
statements speak only as of the date on which they are made, are
not guarantees of future performance, and involve certain risks,
uncertainties and assumptions, which are difficult to predict.
Therefore, actual outcomes and results could materially differ
from what is expressed, implied or forecast in these
forward-looking statements. Words such as believe,
will, plan, expect,
intend, estimate,
approximate, and similar expressions may identify
such forward-looking statements.
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS ...
H&R Block is a diversified company with subsidiaries
delivering tax, investment, mortgage and business services and
products. For 50 years, we have been developing
relationships with millions of tax clients and our strategy is
to expand on these relationships. Our Tax Services segment
provides income tax return preparation and other services and
products related to tax return preparation to the general public
in the United States, and in Canada, Australia and the United
Kingdom. We also offer investment services and securities
products through H&R Block Financial Advisors, Inc.
(HRBFA). Our Mortgage Services segment offers a full
range of home mortgage services through Option One Mortgage
Corporation (Option One) and H&R Block Mortgage
Corporation (HRBMC). RSM McGladrey Business
Services, Inc. (RSM) is a national accounting, tax
and consulting firm primarily serving mid-sized businesses.
H&R BLOCKS MISSION
...
To help our clients achieve their financial objectives
by serving as their tax and financial partner.
Key to achieving our mission is the enhancement of client
experiences through consistent delivery of valuable services and
advice. Operating through multiple lines of business allows us
to better meet the changing financial needs of our clients.
H&R Block, Inc. was organized as a corporation in 1955 under
the laws of the State of Missouri, and is a holding company with
operating subsidiaries providing financial services and products
to the general public. H&R Block, the
Company, we, our and
us are used interchangeably to refer to H&R
Block, Inc. or to H&R Block, Inc. and its subsidiaries, as
appropriate to the context.
RECENT
DEVELOPMENTS ... On
October 26, 2004, we issued $400.0 million of
5.125% Senior Notes under our shelf registration
statements. The Senior Notes are due on October 30, 2014.
The proceeds from the notes were used to repay our
$250.0 million in
63/4% Senior
Notes, which were due on November 1, 2004. The remaining
proceeds were used for working capital, capital expenditures,
repayment of other debt and other general corporate purposes. As
of April 30, 2005, we had $850.0 million available
under our shelf registration statements.
On June 8, 2005, our Board of Directors declared a
two-for-one stock split of the Companys Common Stock in
the form of a 100% stock distribution, effective August 22,
2005, to shareholders of record as of the close of business on
August 1, 2005. All share and per share amounts in this
document have been adjusted to reflect the retroactive effect of
the stock split.
Developments during fiscal year 2005 within our operating
segments are described below in Description of
Business.
H&R BLOCK 2005 Form 10K
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
See discussion below and in Item 8, note 20 to our
consolidated financial statements.
DESCRIPTION OF BUSINESS
TAX SERVICES
GENERAL ... Our
Tax Services segment is primarily engaged in providing tax
return preparation and related services and products in the
United States and its territories, Canada, Australia and the
United Kingdom. Revenues include fees earned for services
performed at company-owned retail tax offices, royalties from
franchise retail tax offices, sales of Peace of Mind
(POM) guarantees, sales of tax preparation and other
software, fees from online tax preparation, and participation in
refund anticipation loans (RALs). Segment revenues
constituted 53.4% of our consolidated revenues for fiscal year
2005, 51.6% for 2004, and 52.2% for 2003.
Retail income tax return preparation and related services are
provided by tax professionals via a system of retail offices
operated directly by us or by franchisees. In addition to our
retail offices, we offer a number of digital tax preparation
alternatives.
TaxCut® from H&R Block enables do-it-yourself users to
prepare their federal and state tax returns easily and
accurately. Our software products may be purchased through
third-party retail stores, direct mail or online.
Clients also have many online options: multiple versions of
do-it-yourself tax preparation, professional tax review, tax
advice and tax preparation through a tax professional, whereby
the client completes a tax organizer and sends it to a tax
professional for preparation and/or signature.
By offering professional and do-it-yourself tax preparation
options through multiple channels, we can serve our clients in
the manner in which they choose to be served.
We also offer clients a number of options for receiving their
income tax refund, including a check directly from the Internal
Revenue Service (IRS), an electronic deposit
directly to their bank account, a refund anticipation check or a
RAL.
The following are some of the services we offer with our tax
preparation service:
PEACE OF MIND
GUARANTEE ... The
POM guarantee is offered to U.S. clients, whereby we
(1) represent our clients if audited by the IRS, and
(2) assume the cost, subject to certain limits, of
additional taxes owed by a client resulting from errors
attributable to one of our tax professionals. The POM program
has a per client cumulative limit of $5,000 in additional taxes
assessed with respect to the federal, state and local tax
returns we prepared for the taxable year covered by the program.
RALs ... RALs
are offered to our U.S. clients by a designated bank
through a contractual relationship with HSBC Holdings plc
(HSBC). An eligible, electronic filing client may
apply for a RAL at one of our offices. After meeting certain
eligibility criteria, clients are offered the opportunity to
apply for a loan from HSBC in amounts up to $9,999 based upon
their anticipated federal income tax refund. We simultaneously
transmit the income tax return information to the IRS and the
lending bank. Within a few days or less after the filing date,
the client receives a check or direct deposit in the amount of
the loan, less the banks transaction fee, our tax return
preparation fee and other fees for client-selected services.
Additionally, qualifying electronic filing clients are eligible
to receive their RAL proceeds, less applicable fees, in
approximately one hour after electronic filing using the Instant
Money service. For a RAL to be repaid, the IRS directly deposits
the participating clients federal income tax refund into a
designated account at the lending bank. See related discussion
of RAL participations below.
RACs ... Refund
Anticipation Checks (RACs) are offered to
U.S. clients who may not wish to obtain a RAL or do not
qualify for the RAL program, but who would like to either
(1) receive their refund faster and do not have a bank
account for the IRS to direct deposit their refund or
(2) have their tax preparation fees paid directly out of
their refund. A RAC is not a loan and is provided through a
contractual relationship with HSBC.
EASY PAY
LOANS ... EasyPay
revolving loans are offered through a contractual relationship
with HSBC to clients whose tax returns reflect a balance due to
the IRS. The loan has same as cash terms for
approximately 90 days.
EXPRESS
IRAs ... Individual
retirement accounts (Express IRAs), invested in
FDIC-insured money market accounts, are offered to
U.S. clients as a tax-advantaged retirement savings tool.
HRBFA acts as custodian on the accounts, with the funds being
invested at insured depository institutions paying competitive
money market interest rates.
TAX RETURN PREPARATION
COURSES ... We
offer income tax return preparation courses to the public, which
teach taxpayers how to prepare income tax returns and provide us
with a source of trained tax professionals.
SOFTWARE
PRODUCTS ... We
develop and market TaxCut income tax preparation software,
H&R Block
DeductionProtm,
H&R BLOCK 2005 Form 10K
Kiplingers Home and Business Attorney and Kiplingers
WILLPowerSM
software products.
TaxCut offers a simple step-by-step tax preparation interview,
data imports from money management software and tax preparation
software, calculations, completion of the appropriate tax forms,
checking for errors and, for an additional charge, electronic
filing.
H&R Block DeductionPro helps taxpayers track and accurately
value their charitable deductions by providing fair-market
valuations for hundreds of commonly donated household goods.
ONLINE TAX
PREPARATION ... We
offer a comprehensive range of tax services and products, from
tax advice to complete professional and do-it-yourself tax
return preparation and electronic filing, through our website at
www.hrblock.com and www.taxcut.com. These websites
allow clients to prepare their federal and state income tax
returns using the Online Tax Program (OTP), access
tax tips, advice and tax-related news and use calculators for
tax planning.
Beginning with the fiscal year 2003 tax season, we participated
in the Free File Alliance (FFA). This alliance was
created by the tax return preparation industry and the IRS, and
allows filers to prepare and file their federal return online at
no charge. We feel that this program increases our visibility
with new clients, while also providing an opportunity to offer
our state return preparation services to these new clients at
our regular prices.
CASHBACK
PROGRAM ... We
offer a refund discount (CashBack) program to our
customers in Canada. Canadian law specifies the procedures we
must follow in conducting the program. In accordance with
current Canadian regulations, if a customers tax return
indicates the customer is entitled to a tax refund, we issue a
check to the client. The client assigns to us the full amount of
the tax refund to be issued by Revenue Canada and the refund
check is then sent by Revenue Canada directly to us. In
accordance with the law, the discount is deemed to include both
the tax return preparation fee and the fee for tax refund
discounting. This program is financed by short-term borrowings.
The number of returns discounted under the CashBack program in
fiscal year 2005 was approximately 581,000, compared to 552,000
in 2004 and 531,000 in 2003. See discussion of the Canadian tax
season extension under Seasonality of Business.
CLIENTS
SERVED ... We,
together with our franchisees, served approximately
21.4 million clients worldwide during fiscal year 2005,
compared to 21.6 million in 2004 and 21.7 in 2003. See
discussion of the Canadian tax season extension under
Seasonality of Business. We served 19.1 million
clients in the U.S. during fiscal year 2005, compared to
19.3 million in 2004 and 19.5 million in 2003.
Clients served includes taxpayers for whom we
prepared income tax returns in offices, federal software units
sold, online completed and paid federal returns and paid online
state returns when no federal return was purchased, as well as
taxpayers for whom we provided only paid electronic filing
services. Returns for our U.S. clients constituted 15.5% of
an IRS estimate of total individual income tax returns filed as
of April 29, 2005, compared to 15.7% in 2004 and 16.0%
in 2003.
OWNED AND FRANCHISED
OFFICES ... A
summary of our company-owned and franchise offices is as follows:
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April 30, |
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2005 | |
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2004 | |
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2003 | |
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U.S. OFFICES ...
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Company-owned offices
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5,811 |
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5,172 |
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4,688 |
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Company-owned shared
locations (1)
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1,296 |
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996 |
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607 |
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Total company-owned offices
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7,107 |
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6,168 |
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5,295 |
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Franchise offices
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3,528 |
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3,418 |
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3,967 |
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Franchise shared
locations (1)
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526 |
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323 |
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95 |
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Total franchise offices
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4,054 |
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3,741 |
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4,062 |
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11,161 |
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9,909 |
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9,357 |
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INTERNATIONAL
OFFICES ...
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Canada
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912 |
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891 |
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910 |
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Australia
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378 |
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378 |
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362 |
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Other
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10 |
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7 |
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6 |
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1,300 |
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1,276 |
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1,278 |
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(1) |
Shared locations include offices located within Wal-Mart, Sears
or other third-party businesses. |
Offices in shared locations include 947 offices operated in
Wal-Mart stores and 757 offices in Sears stores operated as
H&R Block at Sears. The Wal-Mart agreement is in
the process of being extended, with the new agreement expected
to expire in May 2007, and the Sears license agreement expires
in July 2007, both subject to termination rights.
We offer franchises as a way to expand our presence in the
market. Our franchise arrangements provide us with certain
rights which are designed to protect our brand. Most of our
franchisees receive signs, designated equipment, specialized
forms, local advertising, initial training, and supervisory
services, and pay us a percentage of gross tax return
preparation and related service revenues as a franchise royalty.
From time to time, we have acquired the territories of existing
franchisees and other tax return preparation businesses, and
will continue to do so if future conditions warrant and
satisfactory terms can be negotiated. During fiscal year 2004,
we made payments of $243.2 million related to the
acquisition of primarily assets and stock in the franchise
territories of ten of our former major franchisees. One
franchisee is continuing litigation
H&R BLOCK 2005 Form 10K
challenging the post-expiration restrictive covenants and also
disputing the payment due under the franchise agreement terms.
RAL PARTICIPATIONS AND 2003 TAX SEASON
WAIVER ... Since
July 1996, we have been a party to agreements with HSBC and its
predecessors to participate in RALs provided by a lending bank
to H&R Block tax clients. The 1996 agreement was amended and
restated in January 2003 and again in June 2003. In
the June 2003 agreement, we obtained the right to purchase
a 49.9% participation interest in RALs obtained through
company-owned and regular franchise offices and a 25% interest
in RALs obtained through major franchise offices. The current
agreement continues through June 2006. Our purchases of the
participation interests are financed through short-term
borrowings, and we bear all of the credit risk associated with
our interests in the RALs. Revenue from our participation is
calculated as the rate of participation multiplied by the fee
paid by the borrower to the lending bank. Our RAL participation
revenue was $182.8 million and $168.4 million in
fiscal years 2005 and 2004, respectively.
In January 2003, we entered into an agreement with Household Tax
Masters, Inc. (Household, subsequently acquired by
HSBC), whereby we waived our right to purchase any participation
interests in and to receive fees related to RALs during the
period January 1 through April 30, 2003. In consideration
for waiving these rights, we received a series of payments from
Household, subject to certain adjustments based on delinquency
rates for the 2003 tax season. We recorded revenues totaling
$138.2 million during fiscal year 2003. The initial
payments were recognized as revenue over the waiver period. The
waiver agreement only covered the 2003 tax season.
SEASONALITY OF
BUSINESS ... Because
most of our clients file their tax returns during the period
from January through April of each year, substantially all of
our revenues from income tax return preparation and related
services and products are received during this period. As a
result, our tax segment generally operates at a loss through the
first eight months of the fiscal year. Historically, these
losses primarily reflect wages of year-round personnel, training
of tax professionals, rental and furnishing of retail tax
offices, and other costs and expenses relating to preparation
for the upcoming tax season. Additionally, the tax business is
affected by economic conditions and unemployment rates. Peak
revenues occur during the applicable tax season, as follows:
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United States and Canada |
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January April |
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Australia |
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July October |
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This year Revenue Canada extended the Canadian tax season to
May 2, 2005. Clients served in our Canadian operations in
fiscal year 2005 includes approximately 47,500 returns in both
company-owned and franchise offices which were accepted by the
client on May 1 and 2, 2005. The revenues related to
these returns will be recognized in fiscal year 2006.
COMPETITIVE
CONDITIONS ... The
retail tax services business is highly competitive. There are a
substantial number of tax return preparation firms and
accounting firms offering tax return preparation services. Many
tax return preparation firms and many firms not otherwise in the
tax return preparation business are involved in providing
electronic filing and RAL services to the public. Commercial tax
return preparers and electronic filers are highly competitive
with regard to price, service and reputation for quality. In
terms of the number of offices and personal tax returns prepared
and electronically filed in offices, online and via our
software, we are the largest company providing direct tax return
preparation and electronic filing services in the U.S. We
also believe we operate the largest tax return preparation
businesses in Canada and Australia.
The Digital Tax Solutions businesses compete with a number of
companies. Intuit, Inc. is the dominant supplier of tax
preparation software and is also our primary competitor in the
online tax preparation market. There are many smaller
competitors in the online market, as well as free
state-sponsored online filing programs. Price competition for
tax preparation services increased in fiscal year 2005. In
addition, we and Intuit, along with several other online
companies participating in the FFA, began offering free online
federal return preparation with no income limitations. As a
result, the IRS indicated the number of free federal returns
filed through the FFA increased 46%. We continue to believe the
FFA offers us the opportunity to reach new clients; however,
this years free offer captured new clients who may have
otherwise paid for a return through our online business.
GOVERNMENT
REGULATION ... Primary
efforts toward the regulation of U.S. commercial tax return
preparers have historically been made at the federal level.
Federal legislation requires income tax return preparers to,
among other things, set forth their signatures and
identification numbers on all tax returns prepared by them, and
retain all tax returns prepared for three years. Federal laws
also subject income tax return preparers to accuracy-related
penalties in connection with the preparation of income tax
returns. Preparers may be prohibited from further acting as
income tax return preparers if they continuously and repeatedly
engage in specified misconduct. With certain exceptions, the
Internal Revenue Code also prohibits the use or disclosure by
income tax return preparers of certain income tax return
information without the prior written consent of the taxpayer.
In addition, the Gramm-Leach-Bliley Act and
H&R BLOCK 2005 Form 10K
Federal Trade Commission regulations adopted thereunder require
income tax preparers to adopt and disclose consumer privacy
policies, and provide consumers a reasonable opportunity to
opt-out of having personal information disclosed to
unaffiliated third parties for marketing purposes. Some states
have adopted or proposed strict opt-in requirements
in connection with use or disclosure of consumer information.
We believe the federal legislation regulating commercial tax
return preparers and consumer privacy has not had and will not
have a material adverse effect on the operations of H&R
Block. In addition, no present state statutes of this nature
have had a material adverse effect on our business. We cannot,
however, predict what the effect may be of the enactment of new
statutes or adoption of new regulations.
The federal government regulates the electronic filing of income
tax returns in part by requiring individuals and businesses to
be accepted into the electronic filing program. Once accepted,
electronic filers must comply with all publications and notices
of the IRS applicable to electronic filing, provide certain
information to the taxpayer, comply with advertising standards
for electronic filers, and be subjected to possible monitoring
by the IRS, penalties for disclosure or use of income tax return
preparation and other preparer penalties, and suspension from
the electronic filing program. States that have adopted
electronic filing programs for state income tax returns have
also enacted laws regulating electronic filers and the
advertising and offering of electronic filing services.
Federal statutes and regulations also regulate an electronic
filers involvement in RALs. Electronic filers must clearly
explain the RAL is a loan and not a substitute for or a quicker
way of receiving an income tax refund. Federal laws place
restrictions on the fees an electronic filer may charge in
connection with RALs. In addition, some states and localities
have enacted laws and adopted regulations for RAL facilitators
and/or the advertising of RALs. There are also many states that
have statutes regulating, through licensing and other
requirements, the activities of brokering loans, providing
credit services and offering credit repair services
to consumers for a fee (Loan Activity
Statutes). We believe the procedures under which we
facilitate RALs are structured so our activities are not
included within the scope of the activities regulated by these
Loan Activity Statutes. There can be no assurances,
however, that states with these Loan Activity Statutes will
not contend successfully that these statutes apply to the RAL
business and that we will need to become licensed under the
Loan Activity Statutes, otherwise comply with statutory
requirements, or modify procedures so that the
Loan Activity Statutes are inapplicable.
Many states have statutes requiring the licensing of persons
offering contracts of insurance. We have received from certain
state insurance regulators inquiries about our POM guarantee
program and the applicability of the state insurance statutes.
In states where the inquiries are closed, the regulators
affirmed our position that the POM guarantee is not a contract
of insurance and is therefore not subject to state insurance
licensing laws. In the few states where inquiries are pending,
we believe there are no insurance laws under which the POM
guarantee constitutes a contract of insurance. There can be no
assurances, however, that the product, or other similar products
we may offer in the future, will not be scrutinized as potential
insurance products and held to be subject to various insurance
laws and regulations.
Many of our income tax courses are regulated and licensed in
select states. Failure to obtain a tax school license could
limit our ability to develop interest in tax preparation as a
career or obtain qualified tax professionals.
We believe the federal, state and local laws and legislation
regulating electronic filing, RALs and the facilitation of RALs,
loan brokers, credit services, credit repair services, insurance
products, and proprietary schools have not, and will not in the
future, have a material adverse effect on our operations. We
cannot predict, however, what the effect may be of the enactment
of new statutes or the adoption of new regulations pertaining to
these matters.
As noted above under Owned and Franchised Offices,
many of the income tax return preparation offices operating in
the U.S. under the name H&R Block are
operated by franchisees. Certain aspects of the
franchisor/franchisee relationship have been the subject of
regulation by the Federal Trade Commission and by various
states. The extent of regulation varies, but relates primarily
to disclosures to be made in connection with the grant of
franchises and limitations on termination by the franchisor
under the franchise agreement. To date, no such regulation has
materially affected our business. We cannot predict, however,
the effect of applicable statutes or regulations that may be
enacted or adopted in the future.
We also seek to determine the applicability of all government
and self-regulatory organization statutes, ordinances, rules and
regulations in the international countries in which we operate
(collectively, Foreign Laws) and to comply with
these Foreign Laws. We cannot predict what effect the enactment
of future Foreign Laws, changes in interpretations of existing
Foreign Laws, or the results of future regulator inquiries
regarding the applicability of Foreign Laws may have on our
segments, any particular subsidiary, or our consolidated
financial statements.
Statutes and regulations relating to income tax return
preparers, electronic filing, franchising and other areas
affecting
H&R BLOCK 2005 Form 10K
the income tax business also exist in other countries in which
we operate. In addition, the Canadian government regulates the
refund-discounting program in Canada. These laws have not
materially affected our international operations.
See discussion in Risk Factors for additional
information.
MORTGAGE SERVICES
GENERAL ... Our
Mortgage Services segment originates mortgage loans, services
non-prime mortgage loans and sells and securitizes mortgage
loans and residual interests in the U.S. Revenues primarily
consist of gains from sales and securitizations of mortgage
assets, accretion on residual interests and servicing fee
income. Segment revenues constituted 28.2% of our consolidated
revenues for fiscal year 2005 and 31.2% for 2004 and 30.8% for
2003.
We originate both non-prime and prime mortgage loans. Non-prime
mortgages are those that may not be offered through
government-sponsored loan agencies and typically involve
borrowers with limited income documentation, high levels of
consumer debt or past credit problems. Even though these
borrowers have credit problems, they also tend to have equity in
the property that will be used to secure the loan. Prime
mortgages are those that may be offered through government
sponsored loan agencies. We conduct business through four
channels:
|
|
|
|
▪ |
Option Ones wholesale origination channel works with
independent brokers throughout the U.S. to fund non-prime
mortgage loans through a national branch network. Wholesale
originations represent the majority of Option Ones total
loan production. |
|
▪ |
HRBMC originates residential mortgage loans directly to retail
consumers through various sales channels, including 37 loan
production offices, of which four are regional offices, in
26 states in fiscal year 2005. |
|
▪ |
Option Ones national accounts channel forms partnerships
with financial institutions, including national and regional
banks, to allow them to offer non-prime loans. |
|
▪ |
Option Ones bulk acquisitions channel specializes in the
purchase of performing non-prime mortgage loan pools. |
Option One is headquartered in Irvine, California and operates
in 48 states by serving 42,000 mortgage broker locations
and through its network of 36 wholesale loan production branches
and six national accounts branches. HRBMC, a wholly-owned
subsidiary of Option One, is a retail mortgage lender for prime,
non-prime and government loans and is licensed to conduct
business in all 50 states. HRBMC is an approved
seller/servicer for Fannie Mae and Freddie Mac and is HUD
authorized to originate and underwrite FHA and VA mortgage loans.
LOAN
ORIGINATION ... The
following table details our originations by channel for fiscal
years 2005, 2004 and 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Wholesale
|
|
$ |
21,841,783 |
|
|
$ |
16,828,138 |
|
|
$ |
11,434,138 |
|
|
|
Retail
|
|
|
4,023,914 |
|
|
|
3,105,021 |
|
|
|
2,918,378 |
|
|
|
National accounts
|
|
|
3,974,224 |
|
|
|
2,642,944 |
|
|
|
1,814,092 |
|
|
|
Bulk acquisitions
|
|
|
1,161,803 |
|
|
|
679,910 |
|
|
|
411,013 |
|
|
|
|
|
|
|
|
$ |
31,001,724 |
|
|
$ |
23,256,013 |
|
|
$ |
16,577,621 |
|
|
|
|
|
|
|
Information regarding our non-prime loan originations is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Loan type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-year ARM
|
|
|
61.6% |
|
|
|
63.4% |
|
|
|
70.3% |
|
|
|
|
3-year ARM
|
|
|
4.0% |
|
|
|
5.2% |
|
|
|
5.1% |
|
|
|
|
Fixed 1st
|
|
|
17.7% |
|
|
|
28.7% |
|
|
|
23.9% |
|
|
|
|
Fixed 2nd
|
|
|
3.8% |
|
|
|
1.6% |
|
|
|
0.7% |
|
|
|
|
Interest only 1st
|
|
|
12.6% |
|
|
|
0.7% |
|
|
|
% |
|
|
|
|
Other
|
|
|
0.3% |
|
|
|
0.4% |
|
|
|
% |
|
|
|
Loan purpose:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash-out refinance
|
|
|
63.5% |
|
|
|
67.1% |
|
|
|
64.9% |
|
|
|
|
Purchase
|
|
|
30.8% |
|
|
|
26.0% |
|
|
|
26.9% |
|
|
|
|
Rate or term refinance
|
|
|
5.7% |
|
|
|
6.9% |
|
|
|
8.2% |
|
|
|
Loan characteristics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loan size
|
|
$ |
160 |
|
|
$ |
151 |
|
|
$ |
144 |
|
|
|
|
Weighted-average loan-to-value
|
|
|
78.9% |
|
|
|
78.1% |
|
|
|
78.7% |
|
|
|
|
Weighted-average FICO score
|
|
|
614 |
|
|
|
608 |
|
|
|
604 |
|
|
|
|
WHOLESALE. Wholesale loan originations involve an
independent broker who assists the borrower in completing the
loan application, which includes securing information regarding
their assets, liabilities, income, credit history, employment
history and personal information. We require a credit report on
each applicant from an industry-recognized credit reporting
company. In evaluating an applicants credit history, we
use credit bureau risk scores, generally known as a FICO score,
which is a statistical ranking of likely future credit
performance developed by Fair, Isaac & Company and
provided by the three national credit data repositories.
Qualified independent appraisers are required to appraise
mortgaged properties used to secure mortgage loans. The broker
then identifies a lender who offers a loan product best suited
to the borrowers financial
H&R BLOCK 2005 Form 10K
needs. No one broker currently originates more than 0.6% of our
total non-prime production.
Upon receipt of an application from a broker, a credit report
and an appraisal report, one of our branch offices processes and
underwrites the loan. Our underwriting guidelines require
mortgage loans be underwritten in a standardized procedure that
complies with federal and state laws and regulations. The
guidelines are primarily intended to assess the value of the
mortgaged property, evaluate the adequacy of the property as
collateral for the mortgage loan, and assess the
creditworthiness of the related borrower. Based upon this
assessment, we advise the broker whether the loan application
meets our underwriting guidelines and product description by
issuing a loan approval or denial. In some cases, we issue a
conditional approval, which requires the submission
of additional information or clarification. The mortgage loans
are underwritten with a view toward resale in the secondary
market.
RETAIL. HRBMC originates our retail mortgage loans. In
fiscal year 2005, 75% of our retail originations were non-prime
and 25% were prime, compared to 59% and 41%, respectively, in
2004. These loans are processed by loan officers in HRBMC
offices. Approximately one-third of these offices are co-located
with our retail tax offices. The co-located offices are key to
working towards our mission of becoming our clients tax
and financial partner. During fiscal year 2005, approximately
35% of HRBMCs loans were made to existing H&R Block
clients compared to 49% in 2004.
The application and approval process in our retail locations is
similar to those described above under Wholesale.
Retail mortgage loans are originated with the intent to sell.
SALE AND SECURITIZATION OF
LOANS ... Substantially
all non-prime mortgage loans are sold daily to qualifying
special purpose entities (Trusts). See discussion of
our loan sale and securitization process in Item 7, under
Off-Balance Sheet Financing Arrangements.
Substantially all of our retail prime mortgage loans are sold to
Countrywide Home Loans, Inc. (Countrywide). The
majority of mortgage loans sold to Countrywide are underwritten
through an automated system under which Countrywide assumes our
representations and warranties, which comply with
Countrywides underwriting guidelines. This agreement
allows us to achieve improved execution due to price,
efficiencies in delivery, and elimination of redundancies in
operations. We do not retain servicing rights related to the
prime mortgage loans. HRBMC non-prime mortgage loans are sold to
Option One. See discussion of our prime warehouse line in
Item 7, under Capital Resources and Liquidity by
Segment.
SERVICING ... Loan
servicing involves collecting and remitting mortgage loan
payments, making required advances, accounting for principal and
interest, holding escrow for payment of taxes and insurance and
contacting delinquent borrowers. We receive loan-servicing fees
monthly over the life of the mortgage loans. We only service
non-prime mortgage loans. At the end of fiscal year 2005, we
serviced 435,290 loans totaling $68.0 billion, compared to
324,364 loans totaling $45.3 billion at April 30, 2004
and 246,463 loans totaling $31.3 billion at April 30,
2003.
The following table summarizes our servicing portfolio by origin
and includes related mortgage servicing rights
(MSRs) as of April 30, 2005 and the rate we
earned on each type of servicing during fiscal year 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in 000s) | |
|
|
| |
Type of Servicing |
|
Principal Balance | |
|
MSR Balance | |
|
Rate Earned | |
|
|
|
Originated
|
|
$ |
47,376,295 |
|
|
$ |
166,614 |
|
|
|
0.41% |
|
|
|
Sub-servicing
|
|
|
20,450,482 |
|
|
|
|
|
|
|
0.22% |
|
|
|
Purchased
|
|
|
167,687 |
|
|
|
|
|
|
|
0.51% |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
67,994,464 |
|
|
$ |
166,614 |
|
|
|
0.36% |
|
|
|
|
|
|
|
|
|
|
|
|
When non-prime loans are sold or securitized, we generally
retain the right to service the loans, which results in MSR
assets and liabilities being recorded on our balance sheet.
Assumptions used in estimating the value of MSRs are discussed
in Item 8, note 1 to our consolidated financial
statements. In addition to servicing loans we originate, we also
service non-prime loans originated by other lenders, designated
in the above table as sub-servicing. MSRs are recorded only in
conjunction with our originated or purchased loan-servicing
portfolio.
GEOGRAPHIC
DISTRIBUTION ... The
following table details the percent of non-prime loan
origination volume and our loan origination branches by state,
excluding our Retail channel, for fiscal years 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
|
Percent of | |
|
Number of | |
|
Percent of | |
|
Number of | |
|
|
State |
|
Volume | |
|
Branches | |
|
Volume | |
|
Branches | |
|
|
|
California
|
|
|
21.8% |
|
|
|
8 |
|
|
|
18.8% |
|
|
|
5 |
|
|
|
New York
|
|
|
11.5% |
|
|
|
2 |
|
|
|
14.4% |
|
|
|
2 |
|
|
|
Massachusetts
|
|
|
8.4% |
|
|
|
2 |
|
|
|
10.2% |
|
|
|
1 |
|
|
|
Florida
|
|
|
7.2% |
|
|
|
4 |
|
|
|
6.4% |
|
|
|
4 |
|
|
|
New Jersey
|
|
|
5.3% |
|
|
|
3 |
|
|
|
5.1% |
|
|
|
3 |
|
|
|
Other
|
|
|
45.8% |
|
|
|
23 |
|
|
|
45.1% |
|
|
|
25 |
|
|
|
|
COMPETITIVE
CONDITIONS ... Both
the non-prime and prime sectors of the residential mortgage loan
market are highly competitive. The principal methods of
competition are price, service and product differentiation.
There are a substantial number of companies competing in the
residential loan market, including mortgage banking companies,
commercial banks,
H&R BLOCK 2005 Form 10K
savings associations, credit unions and other financial
institutions. There are also numerous companies competing in the
business of servicing non-prime loans. No one firm is a dominant
supplier of non-prime and prime mortgage loans or a dominant
servicer of non-prime loans. Inside B&C Lending
ranked Option One as the number seven originator, based on
market share as of December 31, 2004, and the number four
servicer, based on servicing volume as of December 31,
2004, of non-prime loans in the industry.
SEASONALITY OF
BUSINESS ... Residential
mortgage volume is not subject to significant seasonal
fluctuations. The mortgage business is cyclical, however, and
directly affected by national economic conditions, trends in
business and finance and is impacted by changes in interest
rates.
GOVERNMENT
REGULATION ... Mortgage
loans purchased, originated and/or serviced are subject to
federal laws and regulations, including:
|
|
|
|
▪ |
The federal Truth-in-Lending Act, as amended, and
Regulation Z promulgated thereunder; |
|
▪ |
The Equal Credit Opportunity Act, as amended, and
Regulation B promulgated thereunder; |
|
▪ |
The Fair Credit Reporting Act, as amended; |
|
▪ |
The federal Real Estate Settlement Procedures Act, as amended,
and Regulation X promulgated thereunder; |
|
▪ |
The Home Ownership Equity Protection Act (HOEPA); |
|
▪ |
The Soldiers and Sailors Civil Relief Act of 1940,
as amended; |
|
▪ |
The Home Mortgage Disclosure Act (HMDA) and
Regulation C promulgated thereunder; |
|
▪ |
The federal Fair Housing Act; |
|
▪ |
The Gramm-Leach-Bliley Act and regulations adopted
thereunder; and |
|
▪ |
Certain other laws and regulations. |
Under environmental legislation and case law applicable in
certain states, it is possible that liability for environmental
hazards in respect of real property may be imposed on a holder
of a deed to the property, which may impair the underlying
collateral.
Applicable state laws generally regulate interest rates and
other charges pertaining to non-prime loans. These states also
require certain disclosures and require originators of certain
mortgage loans to be licensed unless an exemption is available.
In addition, most states have other laws, public policies and
general principles of equity relating to consumer protection,
unfair and deceptive practices, and practices that may apply to
the origination, servicing and collection of mortgage loans.
In recent years, there has been a noticeable increase in state,
county and municipal statutes, ordinances and regulations that
prohibit or regulate so-called predatory lending
practices. Predatory lending statutes such as HOEPA, regulate
high-cost loans, which are defined separately by
each state, county or municipal statute, regulation or
ordinance, but generally include mortgage loans with interest
rates exceeding a (1) specified margin over the Treasury
Index for a comparable maturity, or (2) designated
percentage of points and fees. Statutes, ordinances and
regulations that regulate high-cost loans generally prohibit
mortgage lenders from engaging in certain defined practices, or
require mortgage lenders to implement certain practices, in
connection with any mortgage loans that fit within the
definition of a high-cost loan. We do not originate loans which
meet the definition of high-cost loans under any law.
Certain state laws restrict or prohibit prepayment penalties on
mortgage loans, and we relied on the federal Alternative
Mortgage Transactions Parity Act (Parity Act) and
related rules issued in the past by the Office of Thrift
Supervision (OTS) to preempt state limitations on
prepayment penalties. In September 2003, the OTS released a new
rule that reduced the scope of the Parity Act preemption
effective July 1, 2004 and, as a result, we can no longer
rely on the Parity Act to preempt state restrictions on
prepayment penalties. The elimination of this federal preemption
requires compliance with state restrictions on prepayment
penalties. These restrictions prohibit us from charging any
prepayment penalty in six states and restrict the amount or
duration of prepayment penalties that we may impose in an
additional eleven states. This places us at a competitive
disadvantage relative to financial institutions that continue to
enjoy federal preemption of such state restrictions. Such
institutions can charge prepayment penalties without regard to
state restrictions and, as a result, may be able to offer loans
with interest rate and loan fee structures that are more
attractive than the interest rate and loan fee structures that
we are able to offer.
See discussion in Risk Factors for additional
information.
BUSINESS SERVICES
GENERAL ... Our
Business Services segment offers middle-market companies
accounting, tax and consulting services. We have continued to
expand the services we offer our clients by adding wealth
management, retirement resources, payroll services, corporate
finance and financial process outsourcing. Segment revenues
constituted 13.0% of our consolidated revenues for fiscal year
2005, 11.8% for 2004 and 11.6% for 2003.
This segment consists primarily of RSM McGladrey, Inc., which
provides tax, accounting, and business consulting services in
H&R BLOCK 2005 Form 10K
more than 90 offices in 23 states and offers services in 18
of the top 25 U.S. markets.
Services are also provided by the following wholly-owned
subsidiaries:
|
|
|
|
▪ |
RSM McGladrey Retirement Resources administers retirement plans,
helps clients design the best plan for their needs, and provides
retirement plan investment advice, year-end compliance, tax
reporting and consulting. |
|
▪ |
RSM EquiCo, Inc. is an investment banking firm specializing in
business valuations, acquisitions and divestitures for private
middle-market businesses. |
|
▪ |
RSM McGladrey Employer Services, Inc. (formerly known as
MyBenefitSource, Inc.) is a provider of payroll and
benefits administration services to middle-market businesses. |
|
▪ |
RSM McGladrey Financial Process Outsourcing, Inc. is a provider
of accounting, reporting, payroll and bill paying services to
distributors/franchisors and their population of
retailers/franchisees. |
|
▪ |
PDI Global, Inc. provides marketing, communications and
visibility programs, tax and financial planning guides, and
marketing and management consulting services to accountants,
consultants, lawyers, banks, insurers, and other financial
service providers. |
RELATIONSHIP WITH MCGLADREY &
PULLEN,
LLP ... By
regulation, we cannot provide audit and attest services.
McGladrey & Pullen, LLP (M&P), a public
accounting firm, provides audit and review services and other
services in which M&P issues written reports on client
financial statements. Through an administrative services
agreement with M&P, we provide accounting, payroll, human
resources and other administrative services to M&P and
receive a management fee for these services. We also have a
cost-sharing arrangement with M&P, whereby they reimburse us
for the costs of certain items, mainly supplies and for the use
of RSM owned property and equipment. M&P is a limited
liability partnership with its own governing body and,
accordingly, is a separate legal entity and is not an affiliate.
Some partners and employees of M&P are also our employees.
SEASONALITY OF
BUSINESS ... Revenues
for this segment are largely seasonal in nature, with peak
revenues occurring during January through April.
COMPETITIVE
CONDITIONS ... The
accounting, tax and consulting business is highly competitive.
The principal methods of competition are price, service and
reputation for quality. There are a substantial number of
accounting firms offering similar services at the international,
national, regional and local levels. As our focus is on
middle-market businesses, our principal competition is with
national and regional accounting firms. We believe we have a
competitive advantage in the geographic areas in which we are
currently located based on the breadth of services we can offer
to these clients above and beyond what a traditional accounting
firm can offer.
GOVERNMENT
REGULATION ... Many
of the same federal and state regulations relating to tax
preparers and the information concerning tax reform discussed
above in the Government Regulation section of
Tax Services apply to the Business Services segment
as well. However, accountants are not subject to the same
prohibition on the use or disclosure of certain income tax
return information as tax professionals. Accounting firms are
also subject to state and federal regulations governing
accountants, auditors and financial planners. Various
legislative and regulatory proposals have been made relating to
auditor independence and accounting oversight, among others.
Some of these proposals, if adopted, could have an impact on
RSMs operations. We believe current state and federal
regulations and known legislative and regulatory proposals do
not and will not have a material adverse effect on our
operations, but we cannot predict what the effect of future
legislation, regulations and proposals may be.
Independence rules established by the SEC and the Public Company
Accounting Oversight Board (PCAOB) apply to M&P
as a public accounting firm. In applying its auditor
independence rules, the SEC views us and M&P as a single
entity and requires that we abide by its independence rules for
M&P to be deemed independent of any SEC audit client. The
SEC regards any financial interest or business relationship we
have with a client of M&P as a financial interest or
business relationship between M&P and the client for
purposes of applying its auditor independence rules.
We and M&P have jointly developed and implemented policies,
procedures and controls designed to safeguard M&Ps
independence and integrity as an audit firm in compliance with
applicable regulations and professional responsibilities. These
policies, procedures and controls are designed to monitor and
prevent violations of applicable independence rules and include,
among others, (1) informing our officers, directors and
other members of management concerning auditor independence
matters, (2) procedures for monitoring securities
ownership, (3) communicating with SEC audit clients
regarding the SECs interpretation and application of
relevant independence rules and guidelines, and
(4) requiring RSM employees to comply with M&Ps
independence and relationship policies (including M&Ps
independence compliance questionnaire procedures). We believe
these policies, procedures and controls are adequate, although
there can be no assurances they will ensure compliance with
applicable independence rules and requirements. Any
H&R BLOCK 2005 Form 10K
noncompliance could cause M&P to lose the ability to perform
audits of financial statements filed with the SEC.
See discussion in Risk Factors for additional
information.
INVESTMENT SERVICES
GENERAL ... Our
Investment Services segment provides brokerage services and
investment planning through HRBFA to our clients in the
U.S. Services offered to our customers include traditional
brokerage services, as well as annuities, insurance, fee-based
accounts, online account access, equity research and focus
lists, model portfolios, asset allocation strategies, and other
investment tools and information. Segment revenues constituted
5.4% of our consolidated revenues for fiscal years 2005, 2004
and 2003.
HRBFA is a registered broker-dealer with the SEC and is a member
of the New York Stock Exchange (NYSE), other
national securities exchanges, Securities Investor Protection
Corporation (SIPC), and the National Association of
Securities Dealers, Inc. (NASD). HRBFA is also a
registered investment advisor.
The integration of investment advice with our tax client base
allows us to leverage an already established relationship. In
the past two years, new service offerings have allowed us to
shift our focus from a transaction-based client relationship to
a more advice-based focus.
CUSTOMER
ACTIVITY ... Customer
trades in fiscal year 2005 totaled approximately
0.9 million, compared to approximately 1.0 million in
2004 and approximately 0.9 million in 2003. Average revenue
per trade increased to $123.33 in fiscal year 2005, up from
$119.36 in 2004 and $120.15 in 2003. We had 431,749 traditional
brokerage accounts at April 30, 2005, compared to 463,736
at 2004 and 501,001 at 2003.
FINANCIAL SERVICES
OFFERINGS ... We
offer a full range of financial services, including financial
planning, college savings products, flexible brokerage accounts
with cash management features, and a comprehensive line of
insurance annuity products. Clients may also open professionally
managed accounts.
As previously discussed in Tax Services, we offer
our tax clients the opportunity to open an Express IRA through
HRBFA as a part of the tax return preparation process. Clients
opened approximately 106,500 Express IRAs during tax season
2005, approximately 145,400 in 2004 and approximately 105,400 in
2003.
We act as a dealer in fixed income markets including corporate
and municipal bonds, various U.S. Government and
U.S. Government Agency securities and certificates of
deposit.
FINANCIAL
ADVISORS ... Key
to our future success is retention and recruiting productive
financial advisors. One of our key initiatives in fiscal year
2005 was to build revenues through the addition of financial
advisors. During fiscal years 2005 and 2004, we added 258 and
255 advisors, respectively. These additions were offset by
attrition of 233 and 230 advisors, respectively. Our overall
retention rate for fiscal year 2005 was approximately 77%,
essentially flat with the prior year. The retention rate for our
higher-producing advisors was approximately 92%, down slightly
from 93% in 2004. Advisor productivity by recruitment class is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Revenue | |
|
Total Production | |
|
|
|
|
Per Advisor | |
|
Revenues | |
|
|
|
Fiscal year 2005 ...
|
|
|
|
|
|
|
|
|
|
|
|
Pre-2003 class
|
|
$ |
230 |
|
|
$ |
121,342 |
|
|
|
|
2003 recruits
|
|
|
114 |
|
|
|
16,416 |
|
|
|
|
2004 recruits
|
|
|
98 |
|
|
|
19,941 |
|
|
|
|
2005 recruits
|
|
|
65 |
|
|
|
8,203 |
|
|
|
Fiscal year 2004 ...
|
|
|
|
|
|
|
|
|
|
|
|
Pre-2003 class
|
|
$ |
216 |
|
|
$ |
135,128 |
|
|
|
|
2003 recruits
|
|
|
84 |
|
|
|
17,717 |
|
|
|
|
2004 recruits
|
|
|
61 |
|
|
|
7,664 |
|
|
|
|
Financial advisors generally reach full productivity levels
approximately 24 to 36 months after they join our company.
PARTNERING WITH TAX
PROFESSIONALS ... The
H&R Block Preferred Partner
Programsm
facilitates strategic, referral-based partnerships between tax
professionals and financial advisors. The program includes the
Licensed Referral Tax Professional (LRTP) program
and, new for fiscal year 2005, a non-licensed option, which
allows non-licensed tax professionals to gain additional rewards
and recognition when making qualified client referrals to
financial advisor partners. The LRTP program helps tax
professionals become licensed to sell securities, teaming them
with a financial advisor and providing a commission to the
LRTP for business referred to Investment Services.
As of April 30, 2005, our Preferred Partner Program had
6,442 active tax partners, of which 686 were licensed. We
had 461 licensed tax partners at the end of fiscal year
2004. As a result of this initiative, we added 18,164 new
customer accounts and assets totaling $573.0 million during
the current fiscal year. We will continue to increase the number
of tax partners in the coming year.
INTEGRATED ONLINE
SERVICES ... We
have an online investment center on our website at
www.hrblock.com. Online users have the opportunity to
open accounts, obtain research, create investment plans, buy and
sell securities, and view the status of their accounts.
H&R BLOCK 2005 Form 10K
OFFICE
LOCATIONS ... HRBFA
is authorized to do business as a broker-dealer in all
50 states, the District of Columbia and Puerto Rico. At the
end of fiscal year 2005, we operated 257 branch offices,
compared to approximately 358 offices in 2004 and 600 in 2003.
The reduced number of branch offices is primarily due to the
evolution of our tax-partnering program, which now locates
financial advisors in retail tax offices. At April 30,
2005, we had 94 offices co-located with retail tax and mortgage
offices. We believe the existence of these locations contributes
to our growth and client satisfaction.
COMPETITIVE
CONDITIONS ... HRBFA
competes directly with a broad range of companies seeking to
attract consumer financial assets, including full-service
brokerage firms, discount and online brokerage firms, mutual
fund companies, investment banking firms, commercial and savings
banks, insurance companies and others. The financial services
industry has become considerably more concentrated as numerous
securities firms have been acquired by or merged into other
firms. Some of these competitors have greater financial
resources than HRBFA and offer additional financial services. In
addition, we expect competition from domestic and international
commercial banks and larger securities firms to continue to
increase as a result of legislative and regulatory initiatives
in the U.S., including the passage of the Gramm-Leach-Bliley Act
in November 1999 and the implementation of the U.S.A.
Patriot Act in April 2002. These initiatives strive to
remove or relieve certain restrictions on mergers between
commercial banks and other types of financial services providers
and extend privacy provisions and anti-money laundering
procedures across the financial services industry.
Discount brokerage firms and online-only financial services
providers compete vigorously with HRBFA with respect to
commission charges. Some full-commission brokerage firms also
offer greater product breadth, discounted commissions and more
robust online services to selected retail brokerage customers.
Additionally, some competitors in both the full-commission and
discount brokerage industries have substantially increased their
spending on advertising and direct solicitation of customers.
Competition in the online trading business has become similarly
intense as recent expansion and customer acceptance of
conducting financial transactions online has attracted new
brokerage firms to the market.
We compete based on quality of service, breadth of services
offered, prices, accessibility through delivery channels,
technological innovation and expertise and integration with our
tax services relationships.
SEASONALITY OF
BUSINESS ... The
Investment Services segment does not, as a whole, experience
significant seasonal fluctuations. The securities business is
cyclical, however, and directly affected by national and global
economic and political conditions, trends in business and
finance and changes in the conditions of the securities markets
in which our clients invest.
GOVERNMENT
REGULATION ... The
securities industry is subject to extensive regulation covering
all aspects of the securities business, including registration
of our offices and personnel, sales methods, the acceptance and
execution of customer orders, the handling of customer funds and
securities, trading practices, capital structure, record keeping
policies and practices, margin lending, execution and settlement
of transactions, the conduct of directors, officers and
employees, and the supervision of employees. The various
governmental authorities and industry self-regulatory
organizations that have supervisory and regulatory jurisdiction
over us generally have broad enforcement powers to censure,
fine, issue cease-and-desist orders or suspend or expel a
broker-dealer or any of its officers or employees who violate
applicable laws or regulations.
The SEC is the federal agency responsible for the administration
of the federal securities laws. The SEC has delegated much of
the regulation of broker-dealers to self-regulatory
organizations, principally the NASD, Inc., Municipal Securities
Rulemaking Board and the NYSE, which has been designated as
HRBFAs primary regulator. These self-regulatory
organizations adopt rules, subject to SEC approval, governing
the industry and conduct periodic examinations of HRBFAs
brokerage operations and clearing activities. Securities firms
are also subject to regulation by state securities
administrators in states in which they conduct business.
As a registered broker-dealer, HRBFA is subject to the Net
Capital Rule (Rule 15c3-1) promulgated by the SEC and
adopted through incorporation by reference in NYSE
Rule 325. The Rule, which specifies minimum net capital
requirements for registered brokers and dealers, is designed to
measure the financial soundness and liquidity of a broker-dealer
and requires at least a minimum portion of its assets be kept in
liquid form. Additional discussion of this requirement and
HRBFAs calculation of net capital is located in
Item 7, under Capital Resources and Liquidity by
Segment.
See discussion in Risk Factors for additional
information.
H&R BLOCK 2005 Form 10K
SERVICE MARKS, TRADEMARKS AND PATENTS ...
We have made a practice of selling our services and products
under service marks and trademarks and of obtaining protection
for these by all available means. Our service marks and
trademarks are protected by registration in the U.S. and other
countries where our services and products are marketed. We
consider these service marks and trademarks, in the aggregate,
to be of material importance to our business, particularly our
business segments providing services and products under the
H&R Block brand.
We have no registered patents that are material to our business.
EMPLOYEES ...
We have approximately 13,400 regular full-time employees. The
highest number of persons we employed during the fiscal year
ended April 30, 2005, including seasonal employees, was
approximately 133,800.
RISK FACTORS ...
In this report, and from time to time throughout the year, we
share our expectations for the Companys future
performance. The following explains the critical risk factors
impacting our business and reasons actual results may differ
from our expectations. This discussion does not intend to be a
comprehensive list and there may be other risks and factors that
may have an effect on our business.
LIQUIDITY AND
CAPITAL ... We
use capital primarily to fund working capital requirements, pay
dividends, repurchase shares of our common stock and acquire
businesses. We are dependent on the use of our off-balance sheet
arrangements to fund our daily non-prime originations and the
secondary market to securitize and sell mortgage loans and
residual interests. See Item 7, under Off-Balance
Sheet Financing Arrangements. We are also dependent on
commercial paper issuances and/or bank lines to fund RAL
participations and seasonal working capital needs. A disruption
in such markets could adversely affect our access to these
funds. To meet our future financing needs, we may issue
additional debt or equity securities.
LITIGATION ... We
are involved in lawsuits in the normal course of our business
related to RALs, our Peace of Mind guarantee program, electronic
filing of tax returns, Express IRAs, losses incurred by
customers in their investment accounts, mortgage lending
activities and other matters. Adverse outcomes related to
litigation could result in substantial damages and could
adversely affect our results of operations. Negative public
opinion can also result from our actual or alleged conduct in
such claims, possibly damaging our reputation and adversely
affecting the market price of our stock. See Item 3,
Legal Proceedings for additional information.
PRIVACY OF CLIENT
INFORMATION ... We
manage highly sensitive client information in all of our
operating segments, which is regulated by law. Problems with the
safeguarding and proper use of this information could result in
regulatory actions and negative publicity, which could adversely
affect our reputation and results of operations.
INTERNAL CONTROL
CERTIFICATION ... We
have documented and tested our internal control procedures in
accordance with various SEC rules governing Section 404 of
the Sarbanes-Oxley Act (SOX 404). SOX 404 requires
us to assess the effectiveness of our internal controls over
financial reporting annually, and obtain an opinion on these
controls from our Independent Registered Public Accounting Firm.
We may encounter problems or delays in completing the review and
evaluation, the implementation of improvements and the receipt
of a positive attestation, or any attestation at all, by our
independent auditors. Additionally, managements assessment
of our internal controls over financial reporting may identify
deficiencies that need to be addressed in our internal controls
over financial reporting or other matters that may raise
concerns for investors. As a part of Managements
assessment of our internal controls over financial reporting as
of April 30, 2005, a material weakness was identified in
the Companys accounting for income taxes. The material
weakness in internal controls resulted from insufficient
resources in the corporate tax function to accurately identify,
evaluate and report, in a timely manner, non-routine and complex
transactions. The Company also determined that it had not
completed the requisite historical analysis and related
reconciliations to ensure tax balances were appropriately stated
prior to the completion of the Companys internal control
activities. These deficiencies resulted in errors in the
Companys accounting for income taxes. These errors were
corrected prior to issuance of the consolidated financial
statements as of and for the year ended April 30, 2005. As
a result, KPMG has issued an adverse opinion with respect to our
internal controls over financial reporting and their report is
included in Item 8. Should we, or our independent auditors,
determine in future periods that we have additional material
weaknesses in our internal controls over financial reporting,
our results of
H&R BLOCK 2005 Form 10K
operations or financial condition may be adversely affected and
the price of our common stock may decline.
OPERATIONAL
RISK ... There
is a risk of loss resulting from inadequate or failed processes
or systems, theft or fraud. These can occur in many forms
including, among others, errors, business interruptions,
inappropriate behavior of or misconduct by our employees or
those contracted to perform services for us, and vendors that do
not perform in accordance with their contractual agreements.
These events can potentially result in financial losses or other
damages. We rely on internal and external information and
technological systems to manage our operations and are exposed
to risk of loss resulting from breaches in the security, or
other failures of these systems. Replacement of our major
operational systems could have a significant impact on our
ability to conduct our core business operations and increase our
risk of loss resulting from disruptions of normal operating
processes and procedures that may occur during the
implementation of new information and transaction systems.
TAX SERVICES
COMPETITIVE
POSITION ... Increased
competition for tax preparation clients in our retail offices,
online and software channels could adversely affect our current
market share and limit our ability to grow our client base. See
clients served statistics included in Item 7, under
Tax Services.
REFUND ANTICIPATION
LOANS ... Changes
in government regulation related to RALs could adversely affect
our ability to offer RALs or our ability to purchase
participation interests. Changes in IRS practices could
adversely affect our ability to use the IRS debt indicator to
limit our bad debt exposure. Changes in any of these, as well as
possible litigation related to RALs, may adversely affect our
results of operations. See discussion of RAL litigation in
Item 3, Legal Proceedings.
MORTGAGE SERVICES
COMPETITIVE
POSITION ... The
majority of our mortgage loan applications are submitted through
a network of brokers who have relationships with many other
mortgage lenders. Unfavorable changes in our pricing, service or
other factors could result in a decline in our mortgage
origination volume. A decline in our servicer ratings could
adversely affect our pricing and origination volume. Increased
competition among mortgage lenders can also result in a decline
in coupon rates offered to our borrowers, which in turn lowers
margins and could adversely affect our gains on sales of
mortgage loans.
MARKET
RISKS ... Our
day-to-day operating activities of originating and selling
mortgage loans have many aspects of interest rate risk.
Additionally, the valuation of our retained residual interests
and mortgage servicing rights includes many estimates and
assumptions made by management surrounding interest rates,
prepayment speeds and credit losses. Variation in interest rates
or the factors underlying our assumptions could affect our
results of operations. See Item 7A, under Mortgage
Services, for discussion of interest rate risk, and
Item 7, under Critical Accounting Policies, for
discussion of our valuation methodology.
LEGISLATION AND
REGULATION ... Several
states and cities are considering or have passed laws,
regulations or ordinances aimed at curbing predatory lending and
servicing practices. The federal government is also considering
legislative and regulatory proposals in this regard. In general,
these proposals involve lowering the existing federal HOEPA
thresholds for defining a high-cost loan and
establishing enhanced protections and remedies for borrowers who
receive such loans. If unfavorable laws and regulations are
passed, it could restrict our ability to originate loans. If
rating agencies refuse to rate our loans, loan buyers may not
want to purchase loans labeled as high-cost, and it
could restrict our ability to sell our loans in the secondary
market. Accordingly, all of these items could adversely affect
our results of operations.
In 2002, the Federal Reserve Board adopted changes to
Regulation C promulgated under the HMDA. Among other
things, the new regulations require lenders to report pricing
data on loans with annual percentage rates that exceed the yield
on treasury bills with comparable maturities by 3%. The expanded
reporting takes effect in 2004 for reports filed in 2005. We
anticipate that a majority of our loans would be subject to the
expanded reporting requirements. The expanded reporting does not
provide for additional loan information such as credit risk,
debt-to-income ratio, loan-to-value ratio, documentation level
or other salient loan features. However, reported information
may lead to increased litigation as the information could be
misinterpreted by third parties and could adversely affect our
results of operations.
COUNTERPARTY CREDIT
RISK ... Derivative
instruments involve counterparty credit risk, which is the risk
that a counterparty may fail to perform on its contractual
obligations. We manage this risk through the use of a policy
that includes credit standard guidelines, counterparty
diversification, monitoring of counterparty financial condition,
use of master netting agreements with counterparties, and
exposure limits based on counterparty credit, exposure amount
and management risk tolerance. The policy is reviewed on an
annual basis and as conditions warrant. See Item 7A, under
Mortgage Services, and Item 8, note 9 to
our consolidated financial statements for discussion of our
derivative instruments.
H&R BLOCK 2005 Form 10K
REAL ESTATE
MARKET ... Our
residual interests and beneficial interest in Trusts are secured
by mortgage loans, which are in turn secured by residential real
estate. Any material decline in real estate values would likely
result in higher delinquencies, defaults and foreclosures.
Additionally, a significant portion of the mortgage loans we
originate or service is secured by properties in California. A
decline in the economy or the residential real estate market
values, or the occurrence of a natural disaster not covered by
standard homeowners insurance policies, such as an
earthquake, hurricane or wildfire, could decrease the value of
mortgaged properties in California. Any sustained period of
increased delinquencies, foreclosures or losses could harm our
ability to originate and sell loans, the prices we receive on
our loans, or the values of our mortgage servicing rights and
residual interests in securitizations, which could adversely
affect our financial condition and results of operations.
BUSINESS SERVICES
ALTERNATIVE PRACTICE STRUCTURE WITH
M&P ... Our
relationship with M&P requires us to comply with applicable
auditor independence rules and requirements. In addition, our
relationship with M&P closely links our RSM McGladrey brand
with M&P. If M&P were to encounter problems concerning
its independence as a result of its relationship with us or if
significant litigation arose concerning M&P or its services,
our brand reputation and our ability to realize the mutual
benefits of our relationship, such as the ability to attract and
retain quality professionals, could be impaired.
INVESTMENT SERVICES
REGULATORY
ENVIRONMENT ... The
broker-dealer industry has recently come under increased
scrutiny by federal and state regulators and self-regulatory
agencies and, as a result, more focus has been placed on
compliance issues. If we do not comply with these regulations,
it could result in regulatory actions and negative publicity,
which could adversely affect our results of operations and our
ability to recruit and retain qualified advisors. Negative
public opinion about our industry could damage our reputation
even if we are in compliance with such regulations.
INTEGRATION INTO THE H&R BLOCK
BRAND ... We
are working to foster an advice-based relationship with our tax
clients through our retail tax office network. This advice-based
relationship is key to the integration of Investment Services
into the H&R Block brand and deepening our current client
relationships. If we are unable to successfully integrate, it
may significantly impact our ability to differentiate our
business from other tax providers and grow our client base.
RECRUITING AND RETENTION OF FINANCIAL
ADVISORS ... Attracting
and retaining experienced financial advisors is extremely
competitive in the investment industry. Additionally, in this
industry, clients tend to follow their advisors, regardless of
their affiliated investment firm. The inability to recruit and
retain qualified and productive advisors, may adversely affect
our results of operations.
RECURRING OPERATING
LOSSES ... Continuing
operating losses in our Investment Services segment may impact
the valuation of goodwill and intangible assets. Such losses
could also necessitate additional capital contributions to
comply with regulatory requirements. The inability to operate
this segment in a profitable manner may adversely affect our
results of operations.
AVAILABILITY OF REPORTS AND OTHER INFORMATION ...
Our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and all
amendments to those reports filed with or furnished to the SEC
are available, free of charge, through our website at
www.hrblock.com as soon as reasonably practicable after
such reports are electronically filed with or furnished to the
SEC.
Copies of the following corporate governance documents are
posted on our website: (1) The Amended and Restated
Articles of Incorporation of H&R Block, Inc., (2) The
Amended and Restated Bylaws of H&R Block, Inc., (3) The
H&R Block, Inc. Corporate Governance Guidelines,
(4) the H&R Block, Inc. Code of Business Ethics and
Conduct, (5) the H&R Block, Inc. Audit Committee
Charter, (6) the H&R Block, Inc. Governance and
Nominating Committee Charter, and (7) the H&R Block,
Inc. Compensation Committee Charter. If you would like a printed
copy of any of these corporate governance documents, please send
your request to the Office of the Secretary, H&R Block,
Inc., 4400 Main Street, Kansas City, Missouri 64111.
Information contained on our website does not constitute any
part of this report.
H&R BLOCK 2005 Form 10K
ITEM 2. PROPERTIES
We own our corporate headquarters, which are located in Kansas
City, Missouri. We have leased additional office space for
corporate, Tax Services and Investment Services personnel, as
necessary, in Kansas City, Missouri.
Most of our tax offices, except those in shared locations, are
operated under leases throughout the U.S. Our Canadian
executive offices are located in a leased office in Calgary,
Alberta. Our Canadian tax offices are operated under leases
throughout Canada.
Option Ones executive offices are located in leased
offices in Irvine, California. HRBMC is headquartered in leased
offices in Lake Forest, California. Option One and HRBMC also
lease offices for their loan origination and servicing centers
and branch office operations throughout the U.S.
The executive offices of HRBFA are located in leased offices in
Detroit, Michigan. Branch offices are operated throughout the
U.S., in a combination of leased and owned facilities.
RSMs executive offices are located in leased offices in
Bloomington, Minnesota. Its administrative offices are located
in leased offices in Davenport, Iowa. RSM also leases office
space throughout the U.S.
We began construction of new corporate headquarters during
fiscal year 2005, which will allow us to consolidate the
majority of our Kansas City-based personnel into one facility.
The new building will be located in downtown Kansas City,
Missouri and we expect it to be completed in fiscal year 2007.
All current leased and owned facilities are in good repair and
adequate to meet our needs.
ITEM 3. LEGAL PROCEEDINGS
The information below should be read in conjunction with the
information included in Item 8, note 18 to our
consolidated financial statements.
RAL
LITIGATION ... We
have been named as a defendant in numerous lawsuits throughout
the country regarding our refund anticipation loan programs
(collectively, RAL Cases). Plaintiffs in the RAL
Cases have alleged, among other things, that disclosures in the
RAL applications were inadequate, misleading and untimely; that
the RAL interest rates were usurious and unconscionable; that we
did not disclose that we would receive part of the finance
charges paid by the customer for such loans; breach of state
laws on credit service organizations; breach of contract; unjust
enrichment; unfair and deceptive acts or practices; violations
of the Racketeer Influenced and Corrupt Organizations Act;
violations of the Fair Debt Collection Practices Act; and that
we owe, and breached, a fiduciary duty to our customers in
connection with the RAL program. In many of the RAL Cases, the
plaintiffs seek to proceed on behalf of a class of similarly
situated RAL customers, and in certain instances the courts have
allowed the cases to proceed as class actions. In other cases,
courts have held that plaintiffs must pursue their claims on an
individual basis, and may not proceed as a class action. The
amounts claimed in the RAL Cases have been very substantial in
some instances.
We have successfully defended against numerous RAL Cases,
although several of the RAL Cases are still pending. Of the RAL
Cases that are no longer pending, some were dismissed on our
motions for dismissal or summary judgment and others were
dismissed voluntarily by the plaintiffs after denial of class
certification. Other cases were settled, with one settlement
resulting in a pretax expense of $43.5 million in fiscal
year 2003 (the Texas RAL Settlement).
We believe we have meritorious defenses to the RAL Cases and we
intend to defend the remaining RAL Cases vigorously. There can
be no assurances, however, as to the outcome of the pending RAL
Cases individually or in the aggregate. Likewise, there can be
no assurances regarding the impact of the RAL Cases on our
financial statements. We have accrued our best estimate of the
probable loss related to the RAL Cases. The following is updated
information regarding the pending RAL Cases that are class
actions or putative class actions:
Lynne A. Carnegie, et al. v. Household International,
Inc., H&R Block, Inc., et al., (formerly Joel E.
Zawikowski, et al. v. Beneficial National Bank, H&R
Block, Inc., Block Financial Corporation, et al.) Case
No. 98 C 2178, United States District Court for the
Northern District of Illinois, Eastern Division, instituted on
April 18, 1998. In March 2004, the court either dismissed
or decertified all of the plaintiffs claims other than
part of one count alleging violations of the racketeering and
conspiracy provisions of the Racketeer Influenced and Corrupt
Organizations Act. On May 9, 2005, the parties agreed to a
settlement, subject to court approval. The settlement agreement
provided for (i) the defendants to pay $110 million in
cash and $250 million face value in freely transferable
rebate coupons and (ii) all persons who applied for and
obtained a RAL through an H&R Block office or certain
lenders from January 1, 1987 through April 29, 2005
(the Carnegie Settlement Class) to release all
claims against us regarding RALs or certain services provided in
H&R BLOCK 2005 Form 10K
connection with RALs. The settlement agreement also specified
required business practices, procedures, disclosures and forms
for use in making RALs and barred members of the Carnegie
Settlement Class from commencing any other claims or actions
against us regarding RALs made pursuant to such practices,
procedures, disclosures and forms (the Forward Looking
Protections). In negotiating the settlement, we ascribed
significant value to the Forward-Looking Protections and the
expanded class of plaintiffs to be covered by the settlement in
determining the amount of consideration we were willing to pay
in settling the case. On May 26, 2005, the court denied
approval of the proposed settlement. As discussed in our
Form 8-K dated May 9, 2005, we initially recorded
litigation reserves of approximately $38.0 million, after
taxes, based on the May 9, 2005 proposed settlement. As a
result of the May 26, 2005 court ruling to deny the
settlement, we reversed our legal reserves to amounts
representing our assessment of our probable loss. This class
action case is scheduled to go to trial on October 17,
2005. We intend to continue defending the case vigorously, but
there are no assurances as to its outcome.
Sandra J. Basile, et al. v. H&R Block, Inc.,
et al, April Term 1992 Civil Action No. 3246 in
the Court of Common Pleas, First Judicial District of
Pennsylvania, Philadelphia County, instituted on April 23,
1993. The court decertified the class on December 31, 2003.
Plaintiffs appealed the decertification, and the Pennsylvania
appellate court denied the plaintiffs appeal. The
Pennsylvania appellate court subsequently granted
plaintiffs motion for en banc review of its earlier
denial of plaintiffs appeal. Re-argument is expected to
occur in September 2005.
Levon and Geral Mitchell, et al. v. H&R Block and
Ruth R. Wren, Case No.CV-95-2067, in the Circuit Court of
Mobile County, Alabama, instituted on June 13, 1995.
Plaintiffs motion for class certification was granted, and
defendants appealed the certification. The appeal is pending
before the Alabama Supreme Court.
Deandra D. Cummins, et al. v. H&R Block, Inc.,
et al., Case No. 03-C-134 in the Circuit Court of
Kanawha County, West Virginia, instituted on January 22,
2003. This class action case is scheduled to go to trial on
October 17, 2005.
Lynn Becker v. H&R Block, Case
No. CV-2004-03-1680 in the Court of Common Pleas, Summit
County, Ohio, instituted on April 15, 2004. The case was
removed to federal court, and plaintiffs moved to remand the
case back to state court. The case currently is stayed pending
the U.S. District Courts ruling on plaintiffs
motion to remand and defendants motion to compel
arbitration.
Joyce Green, et al. v. H&R Block, Inc., Block
Financial Corporation, et al., Case No. 97195023,
in the Circuit Court for Baltimore City, Maryland, instituted on
July 14, 1997. This case is awaiting trial. No trial date
has been set.
PEACE OF MIND
LITIGATION ... Lorie
J. Marshall, et al. v. H&R Block Tax
Services, Inc., et al., Civil Action 2003L000004, in
the Circuit Court of Madison County, Illinois, is a class action
case filed on January 18, 2003, that was granted class
certification on August 27, 2003. Plaintiffs claims
consist of five counts relating to the POM program under which
the applicable tax return preparation subsidiary assumes
liability for additional tax assessments attributable to tax
return preparation error. The plaintiffs allege that the sale of
POM guarantees constitutes (i) statutory fraud by selling
insurance without a license, (ii) an unfair trade practice,
by omission and by cramming
(i.e., charging customers for the guarantee even
though they did not request it or want it), and (iii) a
breach of fiduciary duty. In August 2003, the court certified
the plaintiff classes consisting of all persons who from
January 1, 1997 to final judgment (i) were charged a
separate fee for POM by H&R Block or a
defendant H&R Block class member; (ii) reside in
certain class states and were charged a separate fee for POM by
H&R Block or a defendant H&R Block
class member not licensed to sell insurance; and (iii) had
an unsolicited charge for POM posted to their bills by
H&R Block or a defendant H&R Block
class member. Persons who received the POM guarantee through an
H&R Block Premium office and persons who reside in
Alabama are excluded from the plaintiff class. The court also
certified a defendant class consisting of any entity with names
that include H&R Block or HRB,
or are otherwise affiliated or associated with
H&R Block Tax Services, Inc., and that sold or sells
the POM product. The trial court subsequently denied the
defendants motion to certify class certification issues
for interlocutory appeal. Discovery is proceeding. No trial date
has been set.
There is one other putative class action pending against us in
Texas that involves the Peace of Mind guarantee. This case is
being tried before the same judge that presided over the Texas
RAL Settlement and involves the same plaintiffs attorneys that
are involved in the Marshall litigation in Illinois and
substantially similar allegations. No class has been certified
in this case.
We believe the claims in the POM action are without merit, and
we intend to defend them vigorously. The amounts claimed in the
POM actions are substantial, however, and there can be no
assurances, as to the outcome of these pending actions
individually or in the aggregate. Likewise, there can be no
assurances regarding the impact of these actions on our
consolidated financial statements.
OTHER CLAIMS AND
LITIGATION ... As
reported in a current report on Form 8-K dated
November 8, 2004, the NASD brought charges against HRBFA
regarding the sale by HRBFA of
H&R BLOCK 2005 Form 10K
Enron debentures in 2001. A hearing for this matter is scheduled
for May 2006. Two private civil actions subsequently were filed
against HRBFA concerning the matter raised in the NASDs
charges. Both of these private actions subsequently were
dismissed without prejudice, although one of the actions has
since been refiled. We intend to defend the NASD charges
vigorously, although there can be no assurances regarding the
outcome and resolution of the matter.
As part of an industry-wide review, the IRS is investigating
tax-planning strategies that certain RSM clients utilized during
fiscal years 2000 through 2003. Specifically, the IRS is
examining these strategies to determine whether RSM complied
with tax shelter registration and listing regulations and
whether such strategies were appropriate. If the IRS were to
determine that these strategies were inappropriate, clients that
utilized the strategies could face penalties and interest for
underpayment of taxes. Some of these clients are seeking, or may
attempt to seek, recovery from RSM. While there can be no
assurance regarding the outcome of this matter, we do not
believe its resolution will have a material adverse effect on
our operations or consolidated financial statements.
As reported in current report on Form 8-K dated
December 12, 2003, the SEC informed our outside counsel on
December 11, 2003 that the Commission had issued a Formal
Order of Investigation concerning our disclosures, in and before
November 2003, regarding RAL litigation to which we were and are
a party. There can be no assurances as to the outcome and
resolution of this matter.
We have from time to time been party to claims and lawsuits not
discussed herein arising out of our business operations. These
claims and lawsuits include actions by individual plaintiffs, as
well as cases in which plaintiffs seek to represent a class of
similarly situated customers. The amounts claimed in these
claims and lawsuits are substantial in some instances, and the
ultimate liability with respect to such litigation and claims is
difficult to predict. Some of these claims and lawsuits pertain
to RALs, the electronic filing of customers income tax
returns and the POM guarantee program. We believe we have
meritorious defenses to each of these claims, and we are
defending or intend to defend them vigorously, although there is
no assurance as to their outcome.
In addition to the aforementioned types of cases, we are parties
to claims and lawsuits that we consider to be ordinary, routine
litigation incidental to our business, including claims and
lawsuits (Other Claims) concerning investment
products, the preparation of customers income tax returns,
the fees charged customers for various products and services,
losses incurred by customers with respect to their investment
accounts, relationships with franchisees, denials of mortgage
loans, contested mortgage foreclosures, other aspects of the
mortgage business, intellectual property disputes, and contract
disputes. We believe we have meritorious defenses to each of the
Other Claims, and we are defending, or intend to defend, them
vigorously. While we cannot provide assurance that we will
ultimately prevail in each instance, we believe the amount, if
any, we are required to pay in the discharge of liabilities or
settlements in these Other Claims will not have a material
adverse effect on our consolidated financial statements.
|
|
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 year 2005. Information regarding
executive officers is contained in Item 10 of this report.
PART II
|
|
ITEM 5. |
MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
H&R Blocks common stock is traded principally on the
NYSE and is also traded on the Pacific Exchange. The information
called for by this item with respect to H&R Blocks
common stock appears in Item 8, note 21 to our
consolidated financial statements. The remaining information
called for by this item relating to Securities Authorized
for Issuance under Equity Compensation Plans is reported
in Item 8, note 13 to our consolidated financial
statements. On July 5, 2005, there were
30,909 shareholders of record and the closing stock price
on the NYSE was $29.37 per share.
H&R BLOCK 2005 Form 10K
A summary of our purchases of H&R Block common stock during
the fourth quarter of fiscal year 2005, excluding the impact of
the stock split, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shares in 000s) | |
|
|
| |
|
|
Total Number of | |
|
Maximum Number | |
|
|
|
|
Total | |
|
Average | |
|
Shares Purchased as | |
|
of Shares that May Be | |
|
|
|
|
Number of Shares | |
|
Price Paid | |
|
Part of Publicly Announced | |
|
Purchased Under the | |
|
|
|
|
Purchased(2) | |
|
per Share | |
|
Plans or Programs(1) | |
|
Plans or Programs(1) | |
|
|
|
February 1 February 28
|
|
|
1 |
|
|
$ |
50.82 |
|
|
|
|
|
|
|
15,104 |
|
|
|
March 1 March 31
|
|
|
2 |
|
|
$ |
51.87 |
|
|
|
|
|
|
|
15,104 |
|
|
|
April 1 April 30
|
|
|
1 |
|
|
$ |
50.70 |
|
|
|
|
|
|
|
15,104 |
|
|
|
|
|
|
(1) |
On June 11, 2003, our Board of Directors approved the
repurchase of 20 million shares of H&R Block
common stock. This authorization has no expiration date. On
June 9, 2004, our Board of Directors approved the
additional repurchase of 15 million shares of
H&R Block common stock. This authorization has no
expiration date. |
(2) |
The total number of shares purchased were purchased in
connection with funding employee income tax withholding
obligations arising upon the exercise of stock options or the
lapse of restrictions on restricted shares. |
ITEM 6. SELECTED FINANCIAL DATA
We derived the selected historical consolidated financial data
presented below as of and for each of the five years in the
period ended April 30, 2005 from our consolidated financial
statements. The data for the periods prior to fiscal year 2005
has been restated to reflect corrections to gain on sale
accounting, incentive compensation accruals, lease accounting,
capitalization of certain branch office costs, acquisition
accounting and income taxes as more fully described in
Item 8, note 2 to our consolidated financial
statements. The data set forth below should be read in
conjunction with Item 7 and our consolidated financial
statements.
The impact of the restatement on fiscal year 2002 resulted in an
increase in net income of $6.9 million, or $.02 per
basic and diluted share, and a decrease of $9.5 million in
total assets. The impact on fiscal year 2001 resulted in an
increase in net income of $1.5 million, or $.00 per
basic and diluted share, and an increase of $4.9 million in
total assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
Restated | |
|
Restated | |
|
|
April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
|
|
Revenues
|
|
$ |
4,420,019 |
|
|
$ |
4,247,880 |
|
|
$ |
3,731,126 |
|
|
$ |
3,311,943 |
|
|
$ |
2,982,157 |
|
|
|
Net income before change in accounting principle
|
|
|
635,857 |
|
|
|
715,608 |
|
|
|
477,615 |
|
|
|
441,287 |
|
|
|
278,211 |
|
|
|
Net income
|
|
|
635,857 |
|
|
|
709,249 |
|
|
|
477,615 |
|
|
|
441,287 |
|
|
|
282,625 |
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before change in accounting principle
|
|
$ |
1.92 |
|
|
$ |
2.02 |
|
|
$ |
1.33 |
|
|
$ |
1.21 |
|
|
$ |
.76 |
|
|
|
|
Net income
|
|
|
1.92 |
|
|
|
2.00 |
|
|
|
1.33 |
|
|
|
1.21 |
|
|
|
.77 |
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before change in accounting principle
|
|
$ |
1.88 |
|
|
$ |
1.98 |
|
|
$ |
1.30 |
|
|
$ |
1.17 |
|
|
$ |
.75 |
|
|
|
|
Net income
|
|
|
1.88 |
|
|
|
1.96 |
|
|
|
1.30 |
|
|
|
1.17 |
|
|
|
.76 |
|
|
|
|
Total assets
|
|
$ |
5,539,283 |
|
|
$ |
5,232,732 |
|
|
$ |
4,666,502 |
|
|
$ |
4,396,731 |
|
|
$ |
4,170,980 |
|
|
|
Long-term debt
|
|
|
923,073 |
|
|
|
545,811 |
|
|
|
822,302 |
|
|
|
868,387 |
|
|
|
870,974 |
|
|
|
|
Dividends per share
|
|
$ |
.43 |
|
|
$ |
.39 |
|
|
$ |
.35 |
|
|
$ |
.32 |
|
|
$ |
.29 |
|
|
|
|
|
ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
The accompanying Managements Discussion and Analysis of
Financial Condition and Results of Operations reflects the
restatement of previously issued financial statements, as
discussed in Item 8, note 2 to our consolidated
financial statements. All share and per share amounts in this
document have been adjusted to reflect the retroactive effect of
the stock split.
We are a diversified company with subsidiaries delivering tax,
investment, mortgage and business services and products. We are
the only major company offering a full range of software, online
and in-office tax preparation solutions, combined with
personalized financial advice concerning retirement savings,
home ownership and other opportunities to help clients build a
better financial future.
H&R BLOCK 2005 Form 10K
Our key strategic priorities can be summarized as follows:
|
|
|
|
▪ |
Tax Services continue expanding our office network,
improve our client service and satisfaction scores, focus on
advice that supports client growth and increased brand loyalty. |
|
▪ |
Mortgage Services continue growing origination
volumes while lowering our cost of origination, distinguish our
service quality, minimize risk and volatility in performance and
optimize value from secondary markets. |
|
▪ |
Business Services continue expansion of our national
accounting, tax and consulting business, add extended services
to middle-market companies and enhance our client service
culture. |
|
▪ |
Investment Services work to align the segments
cost structure with its revenues, attract and retain productive
advisors, serve the broad consumer market through advisory
relationships and integrate the Tax Services client base into
this segment. |
OVERVIEW ...
A summary of our fiscal year 2005 results is as follows:
|
|
|
|
▪ |
Revenues grew 4.1% over the prior year, primarily due to our Tax
Services and Business Services segments, with this growth
somewhat offset by a revenue decline at our Mortgage Services
segment. |
|
▪ |
Diluted earnings per share declined 4.1% from fiscal year 2004
to $1.88, primarily due to lower profitability in our Mortgage
Services segment. Current year results included a non-operating
gain of $0.03 per diluted share for legal recoveries. |
|
▪ |
Tax Services fell short of its target client levels, although
increases in our pricing and the complexity of returns prepared
allowed the segments revenue growth to continue. Segment
revenues increased 7.6% over the prior year and segment pretax
income increased $25.0 million, or 3.9%. |
|
▪ |
Mortgage Services origination volumes of
$31.0 billion were at record levels, but margin compression
drove gains on sales of mortgage assets to decline 10.5% to
$822.1 million. |
|
▪ |
Business Services revenues and pretax income increased 14.8% and
54.7%, respectively, over the prior year. The increase was
primarily due to higher demand for traditional accounting, tax
and consulting services. |
|
▪ |
Investment Services reported a pretax loss of $75.4 million
compared to $75.6 million in the prior year. Operating
results for the fourth quarter of fiscal year 2005 showed marked
improvement, which we hope will continue into the fiscal year
2006. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Consolidated Results of Operations |
|
(in 000s, except per share amounts) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
REVENUES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
2,358,293 |
|
|
$ |
2,191,177 |
|
|
$ |
1,946,763 |
|
|
|
Mortgage Services
|
|
|
1,246,018 |
|
|
|
1,323,709 |
|
|
|
1,150,080 |
|
|
|
Business Services
|
|
|
573,316 |
|
|
|
499,210 |
|
|
|
434,140 |
|
|
|
Investment Services
|
|
|
239,244 |
|
|
|
229,470 |
|
|
|
200,794 |
|
|
|
Corporate
|
|
|
3,148 |
|
|
|
4,314 |
|
|
|
(651 |
) |
|
|
|
|
|
|
|
$ |
4,420,019 |
|
|
$ |
4,247,880 |
|
|
$ |
3,731,126 |
|
|
|
|
|
|
PRETAX INCOME
(LOSS) ...
|
Tax Services
|
|
$ |
663,518 |
|
|
$ |
638,493 |
|
|
$ |
556,703 |
|
|
|
Mortgage Services
|
|
|
496,093 |
|
|
|
688,523 |
|
|
|
656,324 |
|
|
|
Business Services
|
|
|
29,871 |
|
|
|
19,312 |
|
|
|
(16,033 |
) |
|
|
Investment Services
|
|
|
(75,370 |
) |
|
|
(75,614 |
) |
|
|
(219,421 |
) |
|
|
Corporate
|
|
|
(96,397 |
) |
|
|
(107,739 |
) |
|
|
(122,009 |
) |
|
|
|
|
|
1,017,715 |
|
|
|
1,162,975 |
|
|
|
855,564 |
|
|
|
|
|
|
Income taxes
|
|
|
381,858 |
|
|
|
447,367 |
|
|
|
377,949 |
|
|
|
Net income before change in accounting principle
|
|
|
635,857 |
|
|
|
715,608 |
|
|
|
477,615 |
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(6,359 |
) |
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
635,857 |
|
|
$ |
709,249 |
|
|
$ |
477,615 |
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
1.92 |
|
|
$ |
2.00 |
|
|
$ |
1.33 |
|
|
|
Diluted earnings per share
|
|
|
1.88 |
|
|
|
1.96 |
|
|
|
1.30 |
|
|
|
|
CRITICAL ACCOUNTING POLICIES ...
We consider the policies discussed below to be critical to
securing an understanding of our financial statements, as they
require the use of significant judgment and estimation in order
to measure, at a specific point in time, matters that are
inherently uncertain. Specific risks for these critical
accounting policies are described in the following paragraphs.
For all of these policies, we caution that future events rarely
develop precisely as forecasted, and estimates routinely require
adjustment and may require material adjustment.
REVENUE
RECOGNITION ... We
have many different revenue sources, each governed by specific
revenue recognition policies. Our revenue recognition policies
can be found in Item 8, note 1 to our consolidated
financial statements. Additional discussion of our recognition
of gains on sales of mortgage assets follows.
H&R BLOCK 2005 Form 10K
GAINS ON SALES OF MORTGAGE
ASSETS ... We
sell substantially all of the non-prime mortgage loans we
originate to the Trusts, which are qualifying special purpose
entities (QSPEs), with servicing rights generally
retained. Prime mortgage loans are sold in whole loan sales,
servicing released, to third-party buyers. Gains on sales of
mortgage assets are recognized when control of the assets is
surrendered (when loans are sold to Trusts) and are based on the
difference between cash proceeds and the allocated cost of the
assets sold.
We determine the allocated cost of assets sold based on the
relative fair values of cash proceeds, MSRs and the beneficial
interest in Trusts, which represents the ultimate expected
outcome from the Trusts disposition of the loans. The
relative fair value of the MSRs and the beneficial interest in
Trust is determined using discounted cash flow models, which
require various management assumptions, limited by the ultimate
expected outcome from the disposition of the loans by the Trusts
(see discussion below in Valuation of Residual
Interests and Valuation of Mortgage Servicing
Rights). The following is an example of a hypothetical
gain on sale calculation:
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
|
Acquisition cost of underlying mortgage loans
|
|
$ |
1,000,000 |
|
|
|
Fair values:
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
990,000 |
|
|
|
|
Beneficial interest in Trusts
|
|
|
20,000 |
|
|
|
|
MSRs
|
|
|
9,000 |
|
|
|
|
|
|
|
|
$ |
1,019,000 |
|
|
|
|
|
|
Computation of gain on sale:
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
990,000 |
|
|
|
|
Less allocated cost
($990,000/$1,019,000 × $1,000,000)
|
|
|
971,541 |
|
|
|
|
|
|
|
|
Recorded gain on sale
|
|
$ |
18,459 |
|
|
|
|
|
|
Recorded beneficial interest in Trusts
($20,000/$1,019,000 × $1,000,000)
|
|
$ |
19,627 |
|
|
|
|
|
|
Recorded value of MSRs
($9,000/$1,019,000 × $1,000,000)
|
|
$ |
8,832 |
|
|
|
|
|
|
|
Variations in the assumptions we use affect the estimated fair
values, which would affect the reported gains on sales. Gains on
sales of mortgage loans totaled $772.1 million,
$915.6 million and $792.1 million for fiscal years
2005, 2004 and 2003, respectively.
See discussion in Off-Balance Sheet Financing
Arrangements related to the disposition of the loans by
the Trusts and subsequent securitization by the Company.
VALUATION OF RESIDUAL
INTERESTS ... We
use discounted cash flow models to determine the estimated fair
values of our residual interests. We develop our assumptions for
expected losses, prepayment speeds, discount rates and interest
rates based on historical experience and third-party market
sources. Variations in our assumptions could materially affect
the estimated fair values, which may require us to record
impairments or unrealized gains. In addition, variations will
also affect the amount of residual interest accretion recorded
on a monthly basis. Residual interests valued at
$205.9 million and $211.0 million were recorded as of
April 30, 2005 and 2004, respectively. We recorded
$95.9 million in net write-ups in other comprehensive
income and $12.2 million in impairments in the income
statement related to our residual interests during fiscal year
2005 as actual performance differed from our assumptions. See
Item 8, note 1 to our consolidated financial
statements for our methodology used in valuing residual
interests. See Item 8, note 6 to our consolidated
financial statements for current assumptions and a sensitivity
analysis of those assumptions. See Item 7A for sensitivity
analysis related to interest rates.
VALUATION OF MORTGAGE SERVICING
RIGHTS ... MSRs
are carried at the lower of cost or fair value. We use
discounted cash flow models to determine the estimated fair
values of our MSRs. Fair values take into account the historical
prepayment activity of the related loans and our estimates of
the remaining future cash flows to be generated through
servicing the underlying mortgage loans. Variations in our
assumptions could materially affect the estimated fair values,
which may require us to record impairments.
Prepayment speeds are somewhat correlated with the movement of
market interest rates. As market interest rates decline there is
a corresponding increase in actual and expected borrower
prepayments as customers refinance existing mortgages under more
favorable interest rate terms. This in turn reduces the
anticipated cash flows associated with servicing resulting in a
reduction, or impairment, to the fair value of the capitalized
MSR. Prepayment rates are estimated based on historical
experience and third-party market sources. Many non-prime loans
have a prepayment penalty in place for the first two to three
years, which has the effect of making prepayment speeds more
predictable, regardless of market interest rate movements. If
actual prepayment rates prove to be higher than the estimate
made by management, impairment of the MSRs could occur.
MSRs valued at $166.6 million and $113.8 million were
recorded as of April 30, 2005 and 2004, respectively. See
Item 8, note 1 to our consolidated financial
statements for our methodology used in stratifying and valuing
MSRs. See Item 8, note 6 to our consolidated financial
statements for current assumptions and a sensitivity analysis of
those assumptions.
VALUATION OF
GOODWILL ... Our
goodwill impairment analysis is based on a discounted cash flow
approach and market comparables, when available. This analysis,
at the reporting unit level, requires significant management
judgment with respect to revenue and expense growth rates,
changes in working capital, and the selection and application of
an appropriate discount rate.
H&R BLOCK 2005 Form 10K
Changes in the projections or assumptions could materially
affect fair values. The use of different assumptions would
increase or decrease estimated discounted future operating cash
flows and could increase or decrease any impairment charge.
Our goodwill balance was $1.0 billion as of April 30,
2005 and $993.5 million as of April 30, 2004. No
goodwill impairments were identified during fiscal years 2005 or
2004. In fiscal year 2003, a goodwill impairment charge of
$108.8 million was recorded in the Investment Services
segment due to unsettled market conditions. Also during 2003,
our annual impairment test resulted in an impairment of
$13.5 million for a reporting unit within the Business
Services segment. No other impairments were identified.
LITIGATION ... Our
policy is to routinely assess the likelihood of any adverse
judgments or outcomes related to legal matters, as well as
ranges of probable losses. A determination of the amount of the
reserves required, if any, for these contingencies is made after
thoughtful analysis of each known issue and an analysis of
historical experience in accordance with Statement of Financial
Accounting Standards No. 5, Accounting for
Contingencies, and related pronouncements. Therefore, we
have recorded reserves related to certain legal matters for
which it is probable that a loss has been incurred and the range
of such loss can be estimated. With respect to other matters, we
have concluded that a loss is only reasonably possible or remote
and, therefore, no liability is recorded.
STOCK-BASED
COMPENSATION ... Stock-based
compensation expense is determined based on the grant-date fair
value and the number of equity instruments that vest. We use the
Black-Scholes model to calculate the fair value for stock
options and employee stock purchase plan (ESPP)
shares using the following assumptions: stock volatility,
expected life, risk-free interest rate and dividend yield. The
fair value of restricted shares is the stock price on the date
of the grant. We also estimate, based on historical data, the
percent of equity instruments expected to vest. Variations in
the assumptions used to calculate fair value could either
positively or negatively affect the recorded expense. Variations
between actual performance and the estimate of vesting could
result in timing adjustments recorded at the end of the vesting
period. Additionally, changes in accounting rules related to
stock-based compensation could result in changes to our
assumptions of fair value and expense recognition.
We began expensing all stock-based compensation awards under the
prospective transition method beginning on May 1, 2003.
Therefore, our income statements do not fully reflect the
expense related to all of our stock options and restricted
shares outstanding. We recorded $44.1 million,
$25.7 million and $2.1 million in stock-based
compensation expense during fiscal years 2005, 2004 and 2003,
respectively.
INCOME
TAXES ... We
calculate our current and deferred tax provision based on
estimates and assumptions that could differ from the actual
results reflected in income tax returns filed during the
applicable calendar year. Adjustments based on filed returns are
recorded when identified. We file a consolidated federal tax
return on a calendar year basis, generally in the second fiscal
quarter of the subsequent year.
We record a valuation allowance to reduce our deferred tax
assets to the amount that is more likely than not to be
realized. We have considered taxable income in carry-back
periods, historical and forecasted earnings, future taxable
income, the mix of earnings in the jurisdictions in which we
operate, and tax planning strategies in determining the need for
a valuation allowance against our deferred tax assets. In the
event we were to determine that we would not be able to realize
all or part of our deferred tax assets in the future, an
adjustment to the deferred tax assets would be charged to
earnings in the period in which we make such determination.
Likewise, if we later determine that it is more likely than not
that the deferred tax assets would be realized, we would reverse
the applicable portion of the previously provided valuation
allowance.
The amount of income taxes we pay is subject to ongoing audits
by federal, state and foreign tax authorities, which may result
in proposed assessments. Our estimate for the potential outcome
for any uncertain tax issue is highly judgmental. We believe we
have adequately provided for any reasonably foreseeable outcome
related to these matters. However, our future results may
include favorable or unfavorable adjustments to our estimated
tax liabilities in the period the assessments are made or
resolved or when statutes of limitation on potential assessments
expire. As a result, our effective tax rate may fluctuate on a
quarterly basis. As discussed in Item 9A, Controls
and Procedures, we reported a material weakness in our
internal controls over accounting for income taxes as of
April 30, 2005.
OTHER SIGNIFICANT ACCOUNTING
POLICIES ... Other
significant accounting policies, not involving the same level of
measurement uncertainties as those discussed above, are
nevertheless important to an understanding of the financial
statements. These policies require difficult judgments on
complex matters that are often subject to multiple sources of
authoritative guidance. Certain of these matters are among
topics currently under reexamination by accounting standard
setters and regulators. Although no specific conclusions reached
by these standard setters appear likely to cause a material
change in our accounting policies, outcomes cannot be predicted
with confidence. Also see Item 8, note 1 to our
consolidated financial statements, which discusses accounting
policies we have selected when there are acceptable alternatives.
H&R BLOCK 2005 Form 10K
RESULTS OF OPERATIONS ...
Our business is divided into four reportable segments: Tax
Services, Mortgage Services, Business Services and Investment
Services.
TAX SERVICES
This segment primarily consists of our income tax preparation
businesses retail, online and software. The
previously reported U.S. Tax Operations has been aggregated
with the International Tax Operations segment in the Tax
Services segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Tax Services Operating Statistics |
|
(in 000s, except average fee) | |
|
|
| |
Year ended April 30, |
|
2005 | |
|
2004(1) | |
|
|
|
|
|
|
|
|
2003(1) | |
|
|
|
Clients
served ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-owned offices
|
|
|
10,608 |
|
|
|
10,627 |
|
|
|
10,105 |
|
|
|
|
|
Franchise offices
|
|
|
5,428 |
|
|
|
5,460 |
|
|
|
6,488 |
|
|
|
|
|
|
|
|
|
16,036 |
|
|
|
16,087 |
|
|
|
16,593 |
|
|
|
|
|
|
|
Digital tax solutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
(2)
|
|
|
1,804 |
|
|
|
2,027 |
|
|
|
1,963 |
|
|
|
|
|
Online
(3)
|
|
|
1,213 |
|
|
|
1,207 |
|
|
|
920 |
|
|
|
|
|
|
|
|
|
19,053 |
|
|
|
19,321 |
|
|
|
19,476 |
|
|
|
|
International(4)
|
|
|
2,333 |
|
|
|
2,253 |
|
|
|
2,227 |
|
|
|
|
|
|
|
|
|
21,386 |
|
|
|
21,574 |
|
|
|
21,703 |
|
|
|
|
|
|
Average fee per client
served (5) ... |
|
|
|
|
|
|
|
|
|
|
|
Company-owned offices
|
|
$ |
158.19 |
|
|
$ |
146.34 |
|
|
$ |
137.16 |
|
|
|
|
Franchise offices
|
|
|
135.98 |
|
|
|
127.91 |
|
|
|
118.05 |
|
|
|
|
|
|
|
|
$ |
150.67 |
|
|
$ |
140.09 |
|
|
$ |
129.69 |
|
|
|
|
|
|
RALs (6) ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-owned offices
|
|
|
2,667 |
|
|
|
2,713 |
|
|
|
2,768 |
|
|
|
|
Franchise offices
|
|
|
1,499 |
|
|
|
1,508 |
|
|
|
1,790 |
|
|
|
|
Digital tax solutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
2 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
Online
|
|
|
32 |
|
|
|
57 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
4,200 |
|
|
|
4,283 |
|
|
|
4,633 |
|
|
|
|
|
|
|
|
|
(1) |
Company-owned and franchise data for fiscal years 2004 and 2003
have not been restated for franchise acquisitions. |
(2) |
Includes TaxCut federal units sold. |
(3) |
Includes online completed and paid federal returns, and state
returns only when no payment was made for a federal return. |
(4) |
The end of the Canadian tax season was extended from
April 30 to May 2, 2005. Clients served in our
international operations in fiscal year 2005 includes
approximately 47,500 returns in both company-owned and franchise
offices which were accepted by the client on May 1
and 2, 2005. The revenues related to these returns will be
recognized in fiscal year 2006. |
(5) |
Calculated as gross tax preparation and related fees divided by
clients served (U.S. only). |
(6) |
Data is for tax season (January 1
April 30) only. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Tax Services Financial Results |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax preparation and related fees
|
|
$ |
1,718,867 |
|
|
$ |
1,589,439 |
|
|
$ |
1,437,835 |
|
|
|
|
Online tax services
|
|
|
49,515 |
|
|
|
44,915 |
|
|
|
25,892 |
|
|
|
|
Other service revenues
|
|
|
143,648 |
|
|
|
127,602 |
|
|
|
97,794 |
|
|
|
|
|
|
|
|
|
1,912,030 |
|
|
|
1,761,956 |
|
|
|
1,561,521 |
|
|
|
Royalties
|
|
|
197,551 |
|
|
|
184,882 |
|
|
|
174,659 |
|
|
|
RAL participation fees
|
|
|
182,784 |
|
|
|
168,375 |
|
|
|
896 |
|
|
|
RAL waiver fees
|
|
|
|
|
|
|
6,548 |
|
|
|
138,242 |
|
|
|
Software sales
|
|
|
44,419 |
|
|
|
43,823 |
|
|
|
39,314 |
|
|
|
Other
|
|
|
21,509 |
|
|
|
25,593 |
|
|
|
32,131 |
|
|
|
|
|
|
|
|
Total revenues
|
|
|
2,358,293 |
|
|
|
2,191,177 |
|
|
|
1,946,763 |
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
726,654 |
|
|
|
672,066 |
|
|
|
591,556 |
|
|
|
|
Occupancy
|
|
|
281,772 |
|
|
|
255,516 |
|
|
|
225,045 |
|
|
|
|
Depreciation and amortization
|
|
|
54,579 |
|
|
|
48,808 |
|
|
|
42,505 |
|
|
|
|
Supplies
|
|
|
47,703 |
|
|
|
40,792 |
|
|
|
40,992 |
|
|
|
|
Bad debt
|
|
|
33,046 |
|
|
|
27,328 |
|
|
|
32,653 |
|
|
|
|
Other
|
|
|
103,560 |
|
|
|
92,137 |
|
|
|
125,653 |
|
|
|
|
|
|
|
|
|
1,247,314 |
|
|
|
1,136,647 |
|
|
|
1,058,404 |
|
|
|
Cost of software sales
|
|
|
37,819 |
|
|
|
41,895 |
|
|
|
34,842 |
|
|
|
Selling, general and administrative
|
|
|
409,642 |
|
|
|
374,142 |
|
|
|
296,814 |
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,694,775 |
|
|
|
1,552,684 |
|
|
|
1,390,060 |
|
|
|
|
|
|
Pretax income
|
|
$ |
663,518 |
|
|
$ |
638,493 |
|
|
$ |
556,703 |
|
|
|
|
|
|
|
FISCAL 2005 COMPARED TO FISCAL 2004 ...
Tax Services revenues increased $167.1 million, or
7.6%, compared to the prior year. Fiscal year 2005 was the first
year of a multi-year strategy to expand our retail distribution
network, to increase client growth by providing more convenient
access to our services and to react to increased competition in
the tax preparation market. In the U.S., we opened a net 1,252
new offices, 609 of which were part of the expansion of our
H&R BLOCK 2005 Form 10K
company-owned retail distribution network. This expansion
contributed incremental revenues of $24.9 million and
pretax losses of $18.9 million. Clients served in our
U.S. company-owned offices declined 0.2% from the prior
year.
Tax preparation and related fees increased $129.4 million,
or 8.1%. This increase is primarily due to an 8.1% increase in
the average fee per U.S. client served, resulting from
increases in our pricing and the complexity of returns prepared.
Online service revenues increased $4.6 million, or 10.2%,
primarily as a result of a shift in the mix of services to those
with higher prices. Increased competition in the online market,
including national marketing campaigns and lower pricing by our
competitors, coupled with a 46% increase in returns prepared
through the FFA, limited our growth in online paid clients.
Other service revenues increased $16.0 million, or 12.6%,
primarily as a result of additional revenues associated with
RACs and Express IRAs.
Royalty revenues increased $12.7 million, or 6.9%,
primarily due to a 6.3% increase in the average fee per client
served at our franchise offices.
Revenues earned during the current year in connection with RAL
participations increased $14.4 million, or 8.6%, over the
prior year. This increase is primarily due to an increase in the
dollar amount of loans in which we purchased participation
interests, resulting from an increase in the fee charged by the
lender, an increase in our clients average refund size and
the maximum loan amount allowed by the lender.
A total of 3.3 million software units were sold during
fiscal year 2005, a decrease of 13.5% compared to the prior
year. Software units include TaxCut Federal, TaxCut State,
DeductionPro, WillPower and Legal Advisor. The decline in unit
sales was due to increased competition, but was offset by
pricing increases and a shift to our premium product lines,
which resulted in a 1.4% increase in revenues from software
sales.
Cost of services for fiscal year 2005 increased
$110.7 million, or 9.7%, over the prior year. Compensation
and benefits increased $54.6 million primarily due to
increased revenues and an increase in the number of tax
professionals and support staff needed in new office locations.
Stock-based compensation related to our seasonal associates also
increased $4.1 million. Occupancy expenses increased
$26.3 million, or 10.3%, as a result of an 11.4% increase
in U.S. company-owned offices under lease, which also drove
increases in depreciation and amortization and supply costs. Of
the total increase in occupancy expenses, $10.7 million was
due to our real estate expansion. Other cost of services
increased $11.4 million primarily due to additional
expenses associated with our POM guarantee and Express IRAs.
Selling, general and administrative expenses increased
$35.5 million over the prior year primarily due to
increased spending related to an $18.8 million increase in
allocations from support departments and additional legal
expenses of $10.2 million.
Pretax income of $663.5 million for fiscal year 2005
represents a 3.9% increase from the prior year. The
segments operating margin declined 100 basis points
to 28.1% in fiscal year 2005.
FISCAL 2006
OUTLOOK ... In
fiscal year 2006, we plan to continue our office expansion
initiative by adding between 500 and 700 more offices across our
company-owned and franchise network. We believe by investing in
our office network, we will attract potential clients who are
primarily motivated by convenience. Although we expect the
additional tax offices to result in incremental clients and
revenues during fiscal year 2006, due to the cost of expansion
we expect incremental pretax losses from these newly added
offices. We expect the performance of offices added during
fiscal year 2005 to improve in the upcoming year.
We also plan to be more aggressive in our digital tax solutions
marketing efforts to better compete in the market. We believe
our multi-channel strategy not only allows clients to choose how
they want to be served, but also allows us to appeal to a
different client base than we do through our offices.
We expect overall revenue growth in this segment to be less than
ten percent in the upcoming year, and we will continue to focus
on cost containment to improve the segments operating
margin.
FISCAL 2004 COMPARED TO FISCAL
2003 ... Tax
Services revenues increased $244.4 million, or 12.6%,
for fiscal year 2004.
Tax preparation and related fees increased $151.6 million,
or 10.5%, compared to fiscal year 2003. This increase is due to
a 6.7% increase in the average fee per client served in
U.S. offices, coupled with a 5.2% increase in clients
served. The average fee per client served increased due to
increases in our pricing and the complexity of returns prepared.
Clients served in company-owned offices increased to
10.6 million as a result of the acquisition of businesses
in former major franchise territories. Excluding the impact of
our acquisitions of former major franchises, clients served
declined 2.5%.
Online tax preparation revenues increased $19.0 million, or
73.5%, as a result of an increase in the average price and an
increase in clients served.
Other service revenues for fiscal year 2004 increased
$29.8 million, or 30.5%, primarily due to a change in
accounting principle relating to our POM guarantee.
The average fee per client at our franchise offices increased
8.4%, while clients served declined 15.9%. The decline is due to
the former major franchise territories being operated as
company-owned for the majority of fiscal year 2004. This,
coupled with the re-franchising of certain former major franchise
H&R BLOCK 2005 Form 10K
territories at higher royalty rates, resulted in a 5.9% increase
in royalty revenue.
Revenues earned during fiscal year 2004 in connection with RAL
participations totaled $168.4 million. These revenues are
approximately $30.1 million higher than waiver fees earned
during fiscal year 2003. See discussion of the waiver below. Our
RAL participation revenues benefited from the new company-owned
operations in former major franchise territories. We participate
in RALs at a rate of nearly 50% for company-owned offices
compared to 25% in major franchise offices. This increased
participation rate caused our revenues to increase, although the
number of RALs declined.
During fiscal year 2003, we entered into an agreement with
Household, whereby we waived our right to purchase any
participation interests in and receive license fees for RALs
during the period January 1 through April 30, 2003. In
consideration for waiving these rights we received a series of
payments from Household in fiscal year 2003, subject to certain
adjustments in fiscal year 2004 based on delinquency rates. See
discussion in Item 1, RAL Participations and 2003 Tax
Season Waiver.
A total of 3.8 million software units were sold during
fiscal year 2004, an increase of 11.2% compared to
3.4 million units in 2003. Revenues from software sales in
fiscal year 2004 increased 11.5% as a result of the higher sales
volume.
Cost of services for fiscal year 2004 increased
$78.2 million, or 7.4%, from 2003. This increase was
partially attributable to the operation of former major
franchise territories as company-owned. Compensation and
benefits increased $80.5 million as a result of the former
major franchise acquisitions, increased field wages during the
later part of the tax season and $13.7 million in expenses
for stock options awarded to seasonal tax associates. Occupancy
and equipment costs increased $30.5 million due primarily
to a 5.7% increase in the average rent and a 3.4% increase in
the number of U.S. offices under lease. Depreciation and
amortization increased as a result of additional equipment
purchased for new office locations opened during the period.
Selling, general and administrative expenses increased
$77.3 million over 2003 due to $33.3 million in bad
debt expense associated with RAL participations, which was not
incurred in the prior year due to the waiver agreement.
Intangible amortization increased $9.0 million from the
acquisition of assets of former major franchisees. Marketing
costs increased $20.7 million as a result of additional
brand advertising campaigns. Allocated information technology
costs increased $13.9 million as a result of additional
technology projects. These increases were partially offset by a
$62.4 million decrease in legal expenses, which is
primarily a result of the Texas RAL litigation settlement and
other cases in the prior year. See discussion in RAL
Litigation below.
Pretax income for fiscal year 2004 increased $81.8 million,
or 14.7%, over 2003. The segments operating margin
improved fifty basis points to 29.1% in fiscal year 2004.
Excluding the 2003 RAL litigation reserve, pretax income
increased 6.7% and our operating margin declined 160 basis
points.
RAL
LITIGATION ... In
fiscal year 2003, we announced a settlement had been reached in
the cases Ronnie and Nancy Haese, et al. v.
H&R Block, Inc., et al., Case
No. CV96-4213, District Court of Kleberg County, Texas
(Haese I) and Ronnie and Nancy Haese,
et al. v. H&R Block, Inc., et al., Case
No. CV-99-314-D, District Court of Kleberg County, Texas
(Haese II), filed originally as one action on July 30,
1996. As a result of that settlement, we recorded a liability
and pretax expense of $43.5 million during fiscal year
2003. This represented our best estimate of our share of the
settlement, plaintiff class legal fees and expenses, tax
products and associated mailing expenses. Our share of the
settlement is less than the total amount awarded due to amounts
recoverable from a co-defendant in the case.
We have been named as a defendant in a number of lawsuits
alleging that we engaged in wrongdoing with respect to the RAL
program. We believe we have strong defenses to the various RAL
Cases and will vigorously defend our position. Nevertheless, the
amounts claimed by the plaintiffs are, in some instances, very
substantial, and there can be no assurances as to the ultimate
outcome of the pending RAL Cases, or as to the impact of the RAL
Cases on our financial statements. See Item 3, Legal
Proceedings, for additional information.
H&R BLOCK 2005 Form 10K
MORTGAGE SERVICES
This segment is primarily engaged in the origination of
non-prime mortgage loans through an independent broker network,
the origination of non-prime and prime mortgage loans through a
retail office network, the sale and securitization of mortgage
loans and residual interests, and the servicing of non-prime
loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mortgage Services Operating Statistics |
|
(dollars in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Volume of loans
originated ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale (non-prime)
|
|
$ |
26,977,810 |
|
|
$ |
20,150,992 |
|
|
$ |
13,659,243 |
|
|
|
|
Retail: Non-prime
|
|
|
3,005,168 |
|
|
|
1,846,674 |
|
|
|
1,220,563 |
|
|
|
|
|
Prime
|
|
|
1,018,746 |
|
|
|
1,258,347 |
|
|
|
1,697,815 |
|
|
|
|
|
|
|
|
|
$ |
31,001,724 |
|
|
$ |
23,256,013 |
|
|
$ |
16,577,621 |
|
|
|
|
|
|
Loan Characteristics ... |
|
|
|
|
|
|
|
|
|
|
|
Weighted average FICO
score (1)
|
|
|
614 |
|
|
|
608 |
|
|
|
604 |
|
|
|
|
Weighted average interest rate for borrowers
(WAC) (1)
|
|
|
7.36% |
|
|
|
7.39% |
|
|
|
8.15% |
|
|
|
|
Weighted average
loan-to-value (1)
|
|
|
78.9% |
|
|
|
78.1% |
|
|
|
78.7% |
|
|
|
|
Percentage of first mortgage loans owner-occupied
|
|
|
92.6% |
|
|
|
92.9% |
|
|
|
93.0% |
|
|
|
|
Percentage with prepayment penalty
|
|
|
70.8% |
|
|
|
73.7% |
|
|
|
79.9% |
|
|
|
|
Percentage of fixed-rate mortgages
|
|
|
22.1% |
|
|
|
30.4% |
|
|
|
24.4% |
|
|
|
|
Percentage of adjustable-rate mortgages
|
|
|
77.9% |
|
|
|
69.6% |
|
|
|
75.6% |
|
|
|
|
Origination margin
(% of origination
volume) (2) ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan sale premium
|
|
|
2.77% |
|
|
|
4.21% |
|
|
|
4.87% |
|
|
|
|
Accretion on beneficial interest in Trusts
|
|
|
0.63% |
|
|
|
0.72% |
|
|
|
0.65% |
|
|
|
|
Gain (loss) on derivatives
|
|
|
0.15% |
|
|
|
(0.05% |
) |
|
|
(0.02% |
) |
|
|
|
Loan sale repurchase reserves
|
|
|
(0.13% |
) |
|
|
(0.20% |
) |
|
|
(0.13% |
) |
|
|
|
MSR gain on sale
|
|
|
0.44% |
|
|
|
0.36% |
|
|
|
0.36% |
|
|
|
|
|
|
|
|
|
|
3.86% |
|
|
|
5.04% |
|
|
|
5.73% |
|
|
|
|
|
Cost of acquisition
|
|
|
(0.54% |
) |
|
|
(0.50% |
) |
|
|
(0.36% |
) |
|
|
|
Direct origination expenses
|
|
|
(0.68% |
) |
|
|
(0.65% |
) |
|
|
(0.62% |
) |
|
|
|
|
|
|
Net gain on sale gross
margin (3)
|
|
|
2.64% |
|
|
|
3.89% |
|
|
|
4.75% |
|
|
|
|
Other revenues
|
|
|
0.03% |
|
|
|
0.01% |
|
|
|
(0.01% |
) |
|
|
|
Other cost of origination
|
|
|
(1.55% |
) |
|
|
(1.68% |
) |
|
|
(1.91% |
) |
|
|
|
|
|
|
Net margin
|
|
|
1.12% |
|
|
|
2.22% |
|
|
|
2.83% |
|
|
|
|
|
|
|
|
Total cost of origination
|
|
|
2.23% |
|
|
|
2.33% |
|
|
|
2.53% |
|
|
|
|
Total cost of origination and acquisition
|
|
|
2.77% |
|
|
|
2.83% |
|
|
|
2.89% |
|
|
|
Loan delivery ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan sales
|
|
$ |
30,975,523 |
|
|
$ |
23,234,935 |
|
|
$ |
17,225,774 |
|
|
|
|
Execution
price: (4) ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans originated and sold
|
|
|
3.01% |
|
|
|
4.09% |
|
|
|
4.63% |
|
|
|
|
|
Loans acquired and sold
|
|
|
|
|
|
|
|
|
|
|
.18% |
|
|
|
|
|
|
|
|
|
|
3.01% |
|
|
|
4.09% |
|
|
|
4.46% |
|
|
|
|
|
|
(1) |
Represents non-prime production. |
(2) |
As restated. See Reconciliation of Non-GAAP Financial
Information at the end of Item 7. |
(3) |
Defined as gain on sale of mortgage loans (including gain or
loss on derivatives, mortgage servicing rights and net of direct
origination and acquisition expenses) divided by origination
volume. |
(4) |
Defined as total premium received divided by total balance of
loans delivered to third-party investors or securitization
vehicles (excluding mortgage servicing rights and the effect of
loan origination expenses). |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mortgage Services Financial Results |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Components of gains on sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on mortgage loans
|
|
$ |
772,061 |
|
|
$ |
915,628 |
|
|
$ |
792,072 |
|
|
|
|
Gain (loss) on derivatives
|
|
|
46,853 |
|
|
|
(11,957 |
) |
|
|
(4,141 |
) |
|
|
|
Gain on sales of residual interests
|
|
|
15,396 |
|
|
|
40,689 |
|
|
|
93,307 |
|
|
|
|
Impairment of residual interests
|
|
|
(12,235 |
) |
|
|
(26,063 |
) |
|
|
(54,111 |
) |
|
|
|
|
|
|
|
|
|
822,075 |
|
|
|
918,297 |
|
|
|
827,127 |
|
|
|
|
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion-residual interests
|
|
|
137,610 |
|
|
|
186,466 |
|
|
|
146,343 |
|
|
|
|
Other
|
|
|
11,850 |
|
|
|
5,064 |
|
|
|
5,421 |
|
|
|
|
|
|
|
|
|
|
|
149,460 |
|
|
|
191,530 |
|
|
|
151,764 |
|
|
|
|
|
|
Loan-servicing revenue
|
|
|
273,056 |
|
|
|
211,710 |
|
|
|
168,351 |
|
|
|
Other
|
|
|
1,427 |
|
|
|
2,172 |
|
|
|
2,838 |
|
|
|
|
|
|
|
Total revenues
|
|
|
1,246,018 |
|
|
|
1,323,709 |
|
|
|
1,150,080 |
|
|
|
|
|
|
Cost of services
|
|
|
221,300 |
|
|
|
193,018 |
|
|
|
141,419 |
|
|
|
Cost of non-service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
218,544 |
|
|
|
190,499 |
|
|
|
146,907 |
|
|
|
|
Occupancy
|
|
|
33,155 |
|
|
|
25,635 |
|
|
|
22,701 |
|
|
|
|
Other
|
|
|
72,803 |
|
|
|
71,634 |
|
|
|
74,332 |
|
|
|
|
|
|
|
|
|
324,502 |
|
|
|
287,768 |
|
|
|
243,940 |
|
|
|
|
|
|
Selling, general and administrative
|
|
|
204,123 |
|
|
|
154,400 |
|
|
|
108,397 |
|
|
|
|
|
|
|
|
Total expenses
|
|
|
749,925 |
|
|
|
635,186 |
|
|
|
493,756 |
|
|
|
|
|
|
Pretax income
|
|
$ |
496,093 |
|
|
$ |
688,523 |
|
|
$ |
656,324 |
|
|
|
|
|
|
|
FISCAL 2005 COMPARED TO FISCAL
2004 ... Mortgage
Services revenues decreased $77.7 million, or 5.9%,
compared to the prior year. Revenues decreased primarily as a
result of a decline in gains on sales of mortgage loans.
The following table summarizes the key drivers of gains on sales
of mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
|
|
Application process:
|
|
|
|
|
|
|
|
|
|
|
|
Total number of applications
|
|
|
335,203 |
|
|
|
269,267 |
|
|
|
|
Number of sales associates
(1)
|
|
|
3,526 |
|
|
|
2,812 |
|
|
|
|
Closing ratio
(2)
|
|
|
58.3% |
|
|
|
57.7% |
|
|
|
Originations:
|
|
|
|
|
|
|
|
|
|
|
|
Total number of originations
|
|
|
195,392 |
|
|
|
155,339 |
|
|
|
|
WAC
|
|
|
7.36% |
|
|
|
7.39% |
|
|
|
|
Average loan size (all loans)
|
|
$ |
159 |
|
|
$ |
150 |
|
|
|
|
Total originations
|
|
$ |
31,001,724 |
|
|
$ |
23,256,013 |
|
|
|
|
Non-prime origination ratio
|
|
|
96.7% |
|
|
|
94.6% |
|
|
|
|
Direct origination and acquisition expenses, net
|
|
$ |
378,674 |
|
|
$ |
278,785 |
|
|
|
Revenue (loan value):
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale gross margin
|
|
|
2.64% |
|
|
|
3.89% |
|
|
|
|
|
(1) |
Includes all direct sales and back office sales support
associates. |
(2) |
Percentage of loans funded divided by total applications in the
period. |
Although origination volumes increased 33.3% over the prior
year, gains on sales of mortgage loans declined
$143.6 million as a result of increased price competition
and poorer execution in the secondary market. As a result, our
net margin declined to 1.12% from 2.22% in the prior year.
The average market interest rate for a 2-year swap increased to
3.32% in fiscal year 2005 from 1.97% in 2004, while our WAC
decreased to 7.36% from 7.39% for the same periods. Because our
WAC did not increase as quickly as market rates, our gross
margin declined 125 basis points from last year. To
mitigate the risk of short-term changes in market interest
rates, we use interest rate swaps, interest rate caps and
forward loan sale commitments. During the current year, we
recorded $46.9 million in net gains, compared to a net loss
of $12.0 million in the prior year, related to derivative
instruments. See Item 8, note 9 to the consolidated
financial statements.
For the year ended April 30, 2004, we reclassified
$167.7 million from interest income to gains on sales of
mortgage assets representing excess cash received from our
beneficial interest in Trusts. The beneficial interest in Trusts
is reported at fair value at each balance sheet date. Changes in
its fair value are included in current period earnings. The
excess cash received together with the and mark-to-market
adjustment for each period have been classified as gain on sale
of mortgage loans. This change had no impact on our net income
as previously reported.
In fiscal year 2005, we completed a sale of residual interests
and recorded a gain of $15.4 million. This sale accelerated
cash flows from these residual interests, effectively realizing
previously recorded unrealized gains included in other
H&R BLOCK 2005 Form 10K
comprehensive income. We recorded a gain of $40.7 million
in the prior year on similar transactions.
Impairments of residual interests in securitizations of
$12.2 million were recognized during the year compared with
$26.1 million in the prior year. The prior year impairments
were due primarily to loan performance of older residuals and
changes in assumptions to more closely align with the economic
and interest rate environment.
Total accretion of residual interests decreased
$48.9 million from the prior year. This decrease is
primarily due to the sale of previously securitized residual
interests during fiscal year 2004, which eliminated future
accretion on those residual interests.
During fiscal year 2005, our residual interests continued to
perform better than expected compared to internal valuation
models. As a result of this performance, our residuals have
produced, or are expected to produce, more cash proceeds than
projected in previous valuation models. We recorded favorable
pretax mark-to-market adjustments, which increased the fair
value of our residual interests $154.3 million during the
year. These adjustments were recorded, net of write-downs of
$58.3 million and deferred taxes of $36.6 million, in
other comprehensive income and will be accreted into income
throughout the remaining life of the residual interests. Future
changes in interest rates, actual loan pool performance or other
assumptions could cause additional favorable or unfavorable
adjustments to the fair value of the residual interests and
could cause changes to the accretion of these residual interests
in future periods. Additionally, sales of residual interests
results in decreases to accretion income in future periods.
The following table summarizes the key drivers of loan-servicing
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
|
|
Average servicing portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
With related MSRs
|
|
$ |
41,021,448 |
|
|
$ |
32,039,811 |
|
|
|
|
Without related MSRs
|
|
|
13,838,769 |
|
|
|
6,481,069 |
|
|
|
|
|
|
|
|
$ |
54,860,217 |
|
|
$ |
38,520,880 |
|
|
|
|
|
|
|
Number of loans serviced
|
|
|
435,290 |
|
|
|
324,364 |
|
|
|
|
Average delinquency rate
|
|
|
4.85% |
|
|
|
6.04% |
|
|
|
|
Weighted average FICO score
|
|
|
610 |
|
|
|
596 |
|
|
|
|
Value of MSRs
|
|
$ |
166,614 |
|
|
$ |
113,821 |
|
|
|
|
Loan-servicing revenues increased $61.3 million, or 29.0%,
over the prior year. The increase reflects a higher average
loan-servicing portfolio. The average servicing portfolio for
fiscal year 2005 increased 42.4%.
Cost of services increased $28.3 million, or 14.7%, as a
result of a higher average servicing portfolio, particularly
loans with MSRs, which also resulted in an increase in MSR
amortization.
Cost of non-service revenues increased $36.7 million, or
12.8%, over the prior year. Compensation and benefits increased
$28.0 million as a result of a 25.4% increase in the number
of employees, reflecting resources needed to support higher loan
production volumes.
Selling, general and administrative expenses increased
$49.7 million, or 32.2%, due to $12.1 million in
increased retail marketing expenses and $7.4 million in
additional consulting expenses.
Pretax income decreased $192.4 million, or 27.9%, for
fiscal year 2005.
FISCAL 2006
OUTLOOK ...
We believe we can continue to grow our origination volumes in
fiscal year 2006. Lowering our cost of origination will be a key
priority for the upcoming year and we have begun to implement
new technologies to enhance the underwriting and origination
processes.
Based upon these assumptions, we expect loan origination growth
to exceed 20% at net margins in the range of .90% to 1.15% in
fiscal year 2006.
FISCAL 2004 COMPARED TO FISCAL
2003 ...
Mortgage Services revenues increased $173.6 million,
or 15.1%, compared to fiscal year 2003. This increase was
primarily a result of increased production volumes, higher
servicing income and accretion.
Gains on sales of mortgage loans increased $123.6 million,
or 15.6%, for the year ended April 30, 2004. The increase
over the prior year is a result of a significant increase in
loan origination volume, an increase in the average loan size
and the closing ratio, partially offset by a decrease in our
gross margin and increased loan sale repurchase reserves. During
2004, we originated $23.3 billion in mortgage loans
compared to $16.6 billion in 2003, an increase of 40.3%.
Our gross margin decreased primarily due to lower WACs. The loan
sale repurchase reserves, which are netted against gains on
sales, increased $25.5 million over 2003. This increase is
primarily a result of an increase in loan sales coupled with the
increase in whole loan sales compared to securitizations, for
which higher reserves are provided at the time of sale for
estimated repurchases. As previously discussed, we reclassified
$103.3 million from interest income to gains on sales for
fiscal year 2003.
In November 2002, we completed the sale of previously
securitized residual interests and recorded a gain of
$93.3 million.
H&R BLOCK 2005 Form 10K
Two smaller transactions were completed in fiscal year 2004,
which resulted in gains of $40.7 million.
Impairments of residual interests in securitizations of
$26.1 million were recognized during 2004 compared with
$54.1 million in 2003. The impairments were due primarily
to loan performance of older residuals and changes in
assumptions to more closely align with the current economic and
interest rate environment.
Total accretion of residual interests increased
$40.1 million over 2003. This improvement is the result of
write-ups in the related asset values in fiscal years 2003 and
2004. Increases in fair value are realized in income through
accretion over the remaining expected life of the residual
interest.
We recorded favorable pretax mark-to-market adjustments, which
increased the fair value of our residual interests
$199.7 million during 2004. These adjustments were
recorded, net of write-downs of $32.6 million and deferred
taxes of $63.8 million, in other comprehensive income.
Loan-servicing revenues increased $43.4 million, or 25.8%,
in fiscal year 2004. The increase reflects a higher average
loan-servicing portfolio, which was partially offset by the
reduction of certain of our ancillary fees previously charged to
borrowers. The average servicing portfolio for fiscal year 2004
increased 38.9%.
Cost of services increased $51.6 million, or 36.5%, as a
result of a higher average servicing portfolio and the
acceleration of amortization of certain MSRs.
Cost of non-service revenues increased $43.8 million, or
18.0%, over the prior year. Compensation and benefits increased
$43.6 million as a result of a 22.9% increase in the number
of employees, reflecting resources needed to support higher loan
production volumes. Occupancy expenses increased due to nine
additional branch offices opened since October 2002.
Selling, general and administrative expenses increased
$46.0 million, primarily due to $10.4 million in
increased marketing expenses for retail mortgage direct mail
advertising, $13.5 million in increased allocated corporate
and shared costs and $7.2 million in increased consulting
expenses. Allocated costs increased due to higher insurance
costs and the expensing of stock-based compensation.
Pretax income increased $32.2 million, or 4.9%, for fiscal
year 2004.
H&R BLOCK 2005 Form 10K
BUSINESS SERVICES
This segment offers middle-market companies accounting, tax and
consulting services, wealth management, retirement resources,
payroll services, corporate finance and financial process
outsourcing.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Business Services Operating Statistics |
| |
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Accounting, tax and
consulting ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chargeable hours (000s)
|
|
|
2,898 |
|
|
|
2,598 |
|
|
|
2,584 |
|
|
|
|
Chargeable hours per person
|
|
|
1,430 |
|
|
|
1,414 |
|
|
|
1,388 |
|
|
|
|
Net collected rate per hour
|
|
$ |
133 |
|
|
$ |
124 |
|
|
$ |
120 |
|
|
|
|
Average margin per person
|
|
$ |
112,573 |
|
|
$ |
102,496 |
|
|
$ |
97,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Business Services Financial Results |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting, tax and consulting
|
|
$ |
412,473 |
|
|
$ |
353,750 |
|
|
$ |
337,903 |
|
|
|
|
Capital markets
|
|
|
67,922 |
|
|
|
73,860 |
|
|
|
35,629 |
|
|
|
|
Payroll, benefits and retirement services
|
|
|
27,331 |
|
|
|
21,172 |
|
|
|
20,745 |
|
|
|
|
Other services
|
|
|
31,170 |
|
|
|
19,390 |
|
|
|
7,912 |
|
|
|
|
|
|
|
|
|
538,896 |
|
|
|
468,172 |
|
|
|
402,189 |
|
|
|
Other
|
|
|
34,420 |
|
|
|
31,038 |
|
|
|
31,951 |
|
|
|
|
|
|
|
Total revenues
|
|
|
573,316 |
|
|
|
499,210 |
|
|
|
434,140 |
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
310,950 |
|
|
|
256,640 |
|
|
|
233,303 |
|
|
|
|
Occupancy
|
|
|
24,699 |
|
|
|
20,498 |
|
|
|
20,873 |
|
|
|
|
Other
|
|
|
36,672 |
|
|
|
33,080 |
|
|
|
32,562 |
|
|
|
|
|
|
|
|
|
372,321 |
|
|
|
310,218 |
|
|
|
286,738 |
|
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
13,459 |
|
|
|
Selling, general and administrative
|
|
|
171,124 |
|
|
|
169,680 |
|
|
|
149,976 |
|
|
|
|
|
|
|
Total expenses
|
|
|
543,445 |
|
|
|
479,898 |
|
|
|
450,173 |
|
|
|
|
|
|
|
Pretax income (loss)
|
|
$ |
29,871 |
|
|
$ |
19,312 |
|
|
$ |
(16,033 |
) |
|
|
|
|
|
|
FISCAL 2005 COMPARED TO FISCAL
2004 ...
Business Services revenues for fiscal year 2005 increased
$74.1 million, or 14.8%, from the prior year. This increase
was primarily due to a $58.7 million increase in
accounting, tax and consulting revenues resulting from an 11.5%
increase in chargeable hours and a 7.3% increase in the net
collected rate per hour. The increase in chargeable hours is
primarily due to strong demand for our tax and accounting
services as well as our consulting and risk management services.
This demand stems from the current business environment and the
emphasis placed on the accounting industry.
Capital markets revenues declined $5.9 million as a result
of an 11.2% decrease in the number of business valuation
projects. Payroll, benefits and retirement services revenues
increased as a result of three acquisitions completed during the
last half of the current year.
Other service revenues increased $11.8 million due to the
acquisition of our financial process outsourcing business in the
second quarter of last year, coupled with overall growth in this
business. Increases in reimbursable expenses and contractor
revenues also contributed to higher revenues.
Cost of services increased $62.1 million, or 20.0%, for
fiscal year 2005 compared to the prior year. Compensation and
benefits related to our services increased $54.3 million,
primarily as a result of increases in the number of personnel
and the average wage per employee. The increase in the average
wage is being driven by marketplace competition for professional
staff. Higher expenses are also attributable to investments we
are making in early-stage businesses within this segment.
Pretax income for the year ended April 30, 2005 was
$29.9 million compared to $19.3 million in fiscal year
2004.
FISCAL 2006
OUTLOOK ...
Our focus for fiscal year 2006 is growing the business within
our current markets by expanding our services to existing
clients. We will continue to support our national business
development strategy and we expect the demand for risk
management services and financial process outsourcing to
continue. We also believe the demand and competition for
qualified professional staff will continue.
We expect this segments pretax income for fiscal year 2006
to increase by approximately 30%.
FISCAL 2004 COMPARED TO FISCAL
2003 ...
Business Services revenues for fiscal year 2004 improved
$65.1 million, or 15.0%, over the prior year. This increase
was primarily due to a $38.2 million increase in capital
markets revenue resulting from a 38.3% increase in the number of
business valuation projects. Revenues in accounting, tax and
consulting increased $15.8 million over the prior year as a
result of newly acquired tax businesses and increased
productivity. The acquisition of Tax Services former major
franchises allowed us to acquire certain tax businesses
associated with the original M&P acquisition. We were
previously unable to acquire and operate these businesses in
direct competition with major franchise territories. The
acquired tax businesses contributed $13.0 million in
revenues in 2004. The remainder of the increase
H&R BLOCK 2005 Form 10K
was driven primarily by a 3.3% increase in the net collected
rate per hour.
Cost of services increased $23.5 million, or 8.2%, over the
prior year. Compensation and benefits increased
$23.3 million, primarily as a result of increased activity
in the capital markets business and increased costs in our
accounting, tax and consulting business. A goodwill impairment
charge of $13.5 million was recorded in the prior year. No
such impairment was recorded in fiscal year 2004.
Pretax income for the year ended April 30, 2004 was
$19.3 million compared to a loss of $16.0 million in
fiscal year 2003.
INVESTMENT SERVICES
This segment is primarily engaged in offering advice-based
investment services. Our integration of investment advice and
new service offerings has allowed us to shift our focus from a
transaction-based client relationship to a more
advice-based focus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment Services Operating Statistics |
| |
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Customer
trades (1)
|
|
|
885,796 |
|
|
|
1,004,235 |
|
|
|
860,784 |
|
|
|
Customer daily average trades
|
|
|
3,529 |
|
|
|
3,923 |
|
|
|
3,429 |
|
|
|
Average revenue per
trade (2)
|
|
$ |
123.33 |
|
|
$ |
119.36 |
|
|
$ |
120.15 |
|
|
|
Customer
accounts: (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional brokerage
|
|
|
431,749 |
|
|
|
463,736 |
|
|
|
501,001 |
|
|
|
|
Express IRAs
|
|
|
380,539 |
|
|
|
366,040 |
|
|
|
216,351 |
|
|
|
|
|
|
|
|
|
812,288 |
|
|
|
829,776 |
|
|
|
717,352 |
|
|
|
|
|
|
Ending balance of assets under administration (billions)
|
|
$ |
27.8 |
|
|
$ |
26.7 |
|
|
$ |
22.3 |
|
|
|
Average assets per traditional brokerage account
|
|
$ |
63,755 |
|
|
$ |
57,204 |
|
|
$ |
43,991 |
|
|
|
Average margin balances (millions)
|
|
$ |
597 |
|
|
$ |
545 |
|
|
$ |
577 |
|
|
|
Average customer payables balances (millions)
|
|
$ |
975 |
|
|
$ |
984 |
|
|
$ |
819 |
|
|
|
Number of advisors
|
|
|
1,010 |
|
|
|
1,009 |
|
|
|
984 |
|
|
|
Included in the numbers above are the following relating to
fee-based accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer accounts
|
|
|
7,668 |
|
|
|
6,964 |
|
|
|
4,680 |
|
|
|
|
|
Average revenue per account
|
|
$ |
2,301 |
|
|
$ |
1,572 |
|
|
$ |
1,442 |
|
|
|
|
|
Assets under administration (millions)
|
|
$ |
1,975 |
|
|
$ |
1,494 |
|
|
$ |
789 |
|
|
|
|
|
Average assets per active account
|
|
$ |
260,238 |
|
|
$ |
214,537 |
|
|
$ |
168,522 |
|
|
|
|
|
|
(1) |
Includes only trades on which revenues are earned (revenue
trades). Revenues are earned on both transactional and
annuitized trades. |
(2) |
Calculated as total trade revenues divided by revenue trades. |
(3) |
Includes only accounts with a positive balance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment Services Financial Results |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactional revenue
|
|
$ |
88,516 |
|
|
$ |
99,559 |
|
|
$ |
91,587 |
|
|
|
|
Annuitized revenue
|
|
|
77,386 |
|
|
|
60,950 |
|
|
|
38,507 |
|
|
|
|
|
|
|
|
Production revenue
|
|
|
165,902 |
|
|
|
160,509 |
|
|
|
130,094 |
|
|
|
|
Other service revenue
|
|
|
29,206 |
|
|
|
35,619 |
|
|
|
34,311 |
|
|
|
|
|
|
|
|
|
195,108 |
|
|
|
196,128 |
|
|
|
164,405 |
|
|
|
|
|
|
Margin interest revenue
|
|
|
43,698 |
|
|
|
33,408 |
|
|
|
37,300 |
|
|
|
Less: interest expense
|
|
|
(3,114 |
) |
|
|
(1,358 |
) |
|
|
(4,830 |
) |
|
|
|
|
|
|
Net interest revenue
|
|
|
40,584 |
|
|
|
32,050 |
|
|
|
32,470 |
|
|
|
|
|
|
Other
|
|
|
438 |
|
|
|
(66 |
) |
|
|
(911 |
) |
|
|
|
|
|
|
|
Total
revenues (1)
|
|
|
236,130 |
|
|
|
228,112 |
|
|
|
195,964 |
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
116,552 |
|
|
|
108,956 |
|
|
|
89,473 |
|
|
|
|
Occupancy
|
|
|
22,178 |
|
|
|
21,571 |
|
|
|
24,299 |
|
|
|
|
Other
|
|
|
19,555 |
|
|
|
24,091 |
|
|
|
25,604 |
|
|
|
|
|
|
|
|
|
158,285 |
|
|
|
154,618 |
|
|
|
139,376 |
|
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
108,792 |
|
|
|
Selling, general and administrative
|
|
|
153,215 |
|
|
|
149,108 |
|
|
|
167,217 |
|
|
|
|
|
|
|
|
Total expenses
|
|
|
311,500 |
|
|
|
303,726 |
|
|
|
415,385 |
|
|
|
|
|
|
Pretax loss
|
|
$ |
(75,370 |
) |
|
$ |
(75,614 |
) |
|
$ |
(219,421 |
) |
|
|
|
|
|
|
|
|
(1) |
Total revenues, less interest expense |
FISCAL 2005 COMPARED TO FISCAL
2004 ...
Investment Services revenues, net of interest expense, for
fiscal year 2005 increased $8.0 million, or 3.5%. The
increase is primarily due to higher margin interest revenue.
Production revenue increased $5.4 million, or 3.4% over the
prior year. Transactional revenue, which is based on individual
securities transactions, decreased $11.0 million, or 11.1%,
from the prior year due primarily to an 18.7% decline in
transactional trading volume. This decline was partially offset
by an increase in the average revenue per trade. Annuitized
revenue, which consists of sales of mutual funds, insurance,
fee-based products and unit investment trusts, increased
$16.4 million, or 27.0%, due to increased sales of
annuities, mutual funds and our fee-based wealth management
accounts. Annuitized revenues represent
H&R BLOCK 2005 Form 10K
46.6% of total production revenues for fiscal year 2005,
compared to 38.0% in the prior year. Advisor productivity
averaged approximately $166,000 in the current year, essentially
flat compared to the prior year.
Other service revenue declined $6.4 million, or 18.0%, from
the prior year due to fewer fixed income underwriting offerings
and Express IRA revenues now being recorded as part of
Tax Services.
Margin interest revenue increased $10.3 million, or 30.8%,
from the prior year, which is primarily a result of higher
interest rates earned, coupled with a 9.5% increase in average
margin balances. Margin balances have increased from an average
of $545.0 million in fiscal year 2004 to
$597.0 million in the current year.
Cost of services increased $3.7 million, or 2.4%, primarily
due to $7.6 million of additional compensation and benefits
resulting from a higher average commission rate than the prior
year and other financial incentives for attracting new advisors.
This increase was partially offset by declines in depreciation
and other expenses.
Selling, general and administrative expenses increased
$4.1 million, or 2.8%, over the prior year primarily as the
result of $6.8 million in additional legal expenses,
partially offset by gains of $4.6 million on the
disposition of certain assets.
The pretax loss for Investment Services for fiscal year 2005 was
$75.4 million compared to a loss of $75.6 million
last year.
FISCAL 2006 OUTLOOK ...
We believe the key to this segments profitability in the
near-term is aligning the segments cost structure with its
revenue. Our focus in the upcoming fiscal year will be on
reducing costs and attracting productive advisors. In the fourth
quarter of fiscal year 2005, we implemented a series of actions,
which are not production dependent, to reduce costs and enhance
performance. We have also implemented strict advisor
production standards.
Although we still expect to report an operating loss for fiscal
year 2006, we anticipate that loss will be approximately $25 to
$35 million less than the loss recorded in 2005.
FISCAL 2004 COMPARED TO FISCAL
2003 ...
Investment Services revenues, net of interest expense, for
fiscal year 2004 increased $32.1 million, or 16.4%, over
fiscal year 2003. The improvement is primarily due to the
increase in annuitized revenues.
Production revenue increased $30.4 million, or 23.4% over
fiscal year 2003. Transactional revenue increased
$8.0 million, or 8.7%, from 2003 due to an increase in
transactional trading activity, partially offset by a slight
decline in average revenue per trade. Annuitized revenues
increased $22.4 million, or 58.3%, due to increased sales
of annuities and mutual funds and an increase in advisor
productivity. Productivity averaged approximately
$166,000 per advisor in fiscal year 2004 compared to
$122,000 in 2003.
Margin interest revenue declined $3.9 million, or 10.4%,
from 2003 primarily as a result of a 5.5% decline in average
margin balances coupled with lower interest rates. Margin
balances declined from an average of $577.0 million in
fiscal year 2003 to $545.0 million in 2004. Accordingly,
interest expense for fiscal year 2004 declined
$3.5 million, or 71.9%, from fiscal year 2003.
Cost of services increased $15.2 million over 2003
primarily due to a $19.5 million increase in compensation
and benefits, resulting from an increase in customer trading and
higher average commissions.
A goodwill impairment charge of $108.8 million was recorded
in fiscal year 2003 due to unsettled market conditions. This
charge includes an additional impairment of $84.8 million
as a result of the restatement of previously issued
financial statements.
Selling, general and administrative expenses decreased
$18.1 million primarily as a result of a reduction in
consulting and legal expenses.
The pretax loss for Investment Services for fiscal year 2004 was
$75.6 million compared to a loss of $219.4 million
in 2003.
H&R BLOCK 2005 Form 10K
CORPORATE
This segment consists primarily of corporate support
departments, which provide services to our operating segments.
These support departments consist of marketing, information
technology, facilities, human resources, executive, legal,
finance, government relations and corporate communications.
Support department costs are generally allocated to our
operating segments. Our captive insurance and franchise
financing subsidiaries are also included within this segment, as
was our small business initiatives subsidiary in fiscal years
2004 and 2003.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Corporate Financial Results |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Operating revenues
|
|
$ |
13,592 |
|
|
$ |
12,532 |
|
|
$ |
6,448 |
|
|
|
Eliminations
|
|
|
(10,444 |
) |
|
|
(8,218 |
) |
|
|
(7,099 |
) |
|
|
|
|
|
Total revenues
|
|
|
3,148 |
|
|
|
4,314 |
|
|
|
(651 |
) |
|
|
|
|
|
Corporate expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
72,701 |
|
|
|
69,300 |
|
|
|
74,482 |
|
|
|
|
Other
|
|
|
51,262 |
|
|
|
50,476 |
|
|
|
56,008 |
|
|
|
|
|
|
|
|
|
123,963 |
|
|
|
119,776 |
|
|
|
130,490 |
|
|
|
|
|
|
Support departments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
|
|
|
117,303 |
|
|
|
110,507 |
|
|
|
88,819 |
|
|
|
|
Information technology
|
|
|
107,306 |
|
|
|
110,569 |
|
|
|
92,899 |
|
|
|
|
Finance
|
|
|
34,498 |
|
|
|
33,829 |
|
|
|
30,232 |
|
|
|
|
Other
|
|
|
107,562 |
|
|
|
78,593 |
|
|
|
65,734 |
|
|
|
|
|
|
|
|
|
366,669 |
|
|
|
333,498 |
|
|
|
277,684 |
|
|
|
|
|
|
Allocation of support departments
|
|
|
(366,742 |
) |
|
|
(336,639 |
) |
|
|
(280,677 |
) |
|
|
Other income, net
|
|
|
24,345 |
|
|
|
4,582 |
|
|
|
6,139 |
|
|
|
|
|
|
Pretax loss
|
|
$ |
(96,397 |
) |
|
$ |
(107,739 |
) |
|
$ |
(122,009 |
) |
|
|
|
|
|
|
FISCAL 2005 COMPARED TO FISCAL
2004 ...
Corporate expenses increased $4.2 million primarily due to
higher interest expense, resulting from higher interest rates
and higher average debt balances.
Marketing department expenses increased $6.8 million, or
6.1%, primarily due to additional marketing efforts in the
current year. Other support department expenses increased
$29.0 million, primarily due to $15.1 million of
additional stock-based compensation expenses, increases in the
cost of employee insurance and supplies.
Other income increased $19.8 million primarily as a result
of $17.3 million in legal recoveries.
The pretax loss was $96.4 million, compared with last
years loss of $107.7 million.
Our effective income tax rate for fiscal year 2005 decreased to
37.5% compared to 38.5% in fiscal year 2004. The decrease is due
to tax benefits realized on net operating loss carryforwards and
their related benefits.
FISCAL 2004 COMPARED TO FISCAL
2003 ...
Corporate revenues increased $5.0 million primarily as a
result of operating capital gains of $1.0 million in 2004
compared to a $2.0 million write-off of investments at our
captive insurance subsidiary and improved results from our small
business subsidiary.
Corporate expenses declined $10.7 million, or 8.2%, due
primarily to lower interest expense. Interest expense declined
as a result of lower financing costs and a scheduled debt
payment of $45.1 million in August 2003.
Marketing department expenses increased $21.7 million, or
24.4%, primarily as a result of marketing initiatives for Tax
Services directed toward our brand repositioning and raising
consumer awareness of our advice offerings. Information
technology department expenses increased $17.7 million, or
19.0%, primarily due to additional resources needed to support
additional projects on behalf of the operating segments and
other support departments.
The pretax loss was $107.7 million, compared with a loss of
$122.0 million in fiscal year 2003.
Our effective income tax rate for fiscal year 2004 decreased to
38.5% compared to 44.2% in fiscal year 2003, primarily as a
result of non-deductible goodwill impairment charges recorded in
the prior year.
FINANCIAL
CONDITION ...
CAPITAL RESOURCES & LIQUIDITY BY SEGMENT
Our sources of capital include cash from operations, issuances
of common stock and debt. We use capital primarily to fund
working capital requirements, pay dividends, repurchase shares
of our common stock and acquire businesses.
CASH FROM
OPERATIONS ... Operating
cash flows totaled $513.8 million, $852.5 million and
$689.7 million in fiscal years 2005, 2004 and 2003,
respectively. Operating cash flows in fiscal year 2005 decreased
from fiscal year 2004 due to decreased cash flows from both
Mortgage Services and Tax Services and increased income tax
payments. Tax Services and Mortgage Services contributed
$529.0 million and $98.3 million, respectively, to
cash from operations in the current year. Income
H&R BLOCK 2005 Form 10K
tax payments totaled $437.4 million this year, compared to
$331.6 million in fiscal year 2004.
ISSUANCES OF COMMON
STOCK ... We
issue shares of our common stock in accordance with our
stock-based compensation plans out of our treasury shares.
Proceeds from the issuance of common stock totaled
$136.1 million, $120.0 million and $126.3 million
in fiscal years 2005, 2004 and 2003, respectively.
DEBT ... In
August 2004 we filed an additional shelf registration statement
with the SEC for up to $1.0 billion in debt securities. On
October 26, 2004, we issued $400.0 million of
5.125% Senior Notes under our shelf registration
statements. The proceeds from the notes were used to repay our
$250.0 million in
63/4% Senior
Notes, which were due on November 1, 2004. The remaining
proceeds were used for working capital, capital expenditures,
repayment of other debt and other general corporate purposes.
DIVIDENDS ... We
have consistently paid quarterly dividends. Dividends paid
totaled $143.0 million, $138.4 million and
$125.9 million in fiscal years 2005, 2004 and 2003,
respectively.
SHARE
REPURCHASES ... On
June 9, 2004, our Board of Directors approved an
authorization to repurchase an additional 15 million
shares. This authorization is in addition to the authorization
of 20 million shares on June 11, 2003. During fiscal
year 2005, we repurchased 11.2 million shares (pre-split)
pursuant to these authorizations at an aggregate price of
$527.5 million or an average price of $46.98 per
share. There were 15.0 million shares remaining under the
2004 authorization and 0.1 million shares remaining under
the 2003 authorization at the end of fiscal year 2005.
We plan to continue to purchase shares on the open market in
accordance with the existing authorizations, subject to various
factors including the price of the stock, the availability of
excess cash, our ability to maintain liquidity and financial
flexibility, securities laws restrictions, targeted capital
levels and other investment opportunities available.
ACQUISITIONS ... From
time to time we acquire businesses that are viewed to be a good
strategic fit to our organization. Total cash paid for
acquisitions was $37.6 million, $280.9 million and
$26.4 million during fiscal years 2005, 2004 and 2003,
respectively. Significant acquisitions during fiscal year 2004
were the former major franchise territories we now operate as
company-owned. Cash paid in fiscal year 2004 related to the
acquisition of these territories totaled $243.2 million.
RESTRICTED
CASH ... We
hold certain cash balances that are restricted as to use. Cash
and cash equivalents restricted totaled
$516.9 million at fiscal year end. Investment Services held
$465.0 million of this total segregated in a special
reserve account for the exclusive benefit of customers pursuant
to Rule 15c3-3 of the Securities Exchange Act of 1934.
Restricted cash of $28.1 million at April 30, 2005
held by Business Services is related to funds held to pay
payroll taxes on behalf of its customers. Restricted cash held
by Mortgage Services totaled $23.8 million at
April 30, 2005 for outstanding commitments to fund mortgage
loans.
FISCAL YEAR 2006
OUTLOOK ... We
began construction on a new world headquarters facility during
fiscal year 2005. Estimated construction costs during fiscal
year 2006 of $103.5 million will be financed from operating
cash flows.
Our Board of Directors approved an increase of the quarterly
cash dividend from 11 cents to 12.5 cents per share, a 13.6%
increase, effective with the quarterly dividend payment on
October 3, 2005 to shareholders of record on
September 12, 2005.
A condensed consolidating statement of cash flows by segment for
the fiscal year ended April 30, 2005 follows. Generally,
interest is not charged on intercompany activities between
segments. Detailed consolidated statements of cash flows are
located in Item 8.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Tax | |
|
Mortgage | |
|
Business | |
|
Investment | |
|
|
|
Consolidated | |
|
|
Fiscal Year 2005 |
|
Services | |
|
Services | |
|
Services | |
|
Services | |
|
Corporate | |
|
H&R Block | |
|
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations
|
|
$ |
528,990 |
|
|
$ |
98,303 |
|
|
$ |
44,657 |
|
|
$ |
(32,408 |
) |
|
$ |
(125,749 |
) |
|
$ |
513,793 |
|
|
|
|
Investing
|
|
|
(83,534 |
) |
|
|
99,906 |
|
|
|
(37,816 |
) |
|
|
7,618 |
|
|
|
(44,584 |
) |
|
|
(58,410 |
) |
|
|
|
Financing
|
|
|
3,482 |
|
|
|
(15,126 |
) |
|
|
(23,223 |
) |
|
|
(1,686 |
) |
|
|
(391,362 |
) |
|
|
(427,915 |
) |
|
|
|
Net intercompany
|
|
|
(448,912 |
) |
|
|
(184,156 |
) |
|
|
13,725 |
|
|
|
19,965 |
|
|
|
599,378 |
|
|
|
|
|
|
|
|
Net intercompany activities are excluded from investing and
financing activities within the segment cash flows. We believe
that by excluding intercompany activities, the cash flows by
segment more clearly depicts the cash generated and used by each
segment. Had intercompany activities been included, those
segments in a net lending situation would have been included in
investing activities, and those in a net borrowing situation
would have been included in financing activities.
TAX
SERVICES ... Tax
Services has historically been our largest provider of annual
operating cash flows. The seasonal
H&R BLOCK 2005 Form 10K
nature of Tax Services generally results in a large positive
operating cash flow in the fourth quarter. Tax Services
generated $529.0 million in operating cash flows primarily
related to net income, as cash is generally collected from
clients at the time services are rendered. Prior year cash
requirements for investing activities included
$243.2 million paid to acquire former major franchisees.
HSBC and its designated bank provide funding of all RALs offered
pursuant to a contract that expires in June 2006. If HSBC and
its designated bank do not continue to provide funding for RALs,
we could seek other RAL lenders to continue offering RALs to our
clients or consider alternative funding strategies. We believe
that a number of suitable lenders would be available to replace
HSBC should the need arise.
We also believe that the RAL program is productive for the
Company and a useful service for our customers. The RAL program
is regularly reviewed both from a business perspective and to
ensure compliance with applicable state and federal laws. It is
our intention to continue to offer the RAL program in the
foreseeable future.
Loss of the RAL program could adversely affect our operating
results. In addition to the loss of revenues and income directly
attributable to the RAL program, the inability to offer RALs
could indirectly result in the loss of retail tax clients and
associated tax preparation revenues, unless we were able to take
mitigating actions. Total revenues related to the RAL program
(including revenues from participation interests) were
$182.6 million for the year ended April 30, 2005,
representing 4.1% of consolidated revenues and contributed
$101.3 million to the segments pretax results.
Revenues related to the RAL program totaled $174.2 million
for the year ended April 30, 2004, representing 4.1% of
consolidated revenues.
Our international operations are generally self-funded. Cash
balances are held in Canada, Australia and the United Kingdom
independently in local currencies. H&R Block Canada, Inc.
(Block Canada) has a commercial paper program for up
to $125.0 million (Canadian). At April 30, 2005, there
was no commercial paper outstanding. The peak borrowing during
fiscal year 2005 was $124.0 million (Canadian).
MORTGAGE
SERVICES ... This
segment primarily generates cash as a result of the sale and
securitization of mortgage loans and residual interests and as
its residual interests mature. Mortgage Services provided
$98.3 million in cash from operating activities primarily
due to the sale of mortgage loans. This segment also generated
$99.9 million in cash from investing activities primarily
related to cash received from the maturity and sales of residual
interests. We regularly sell loans as a source of liquidity.
Loan sales in fiscal year 2005 were $31.0 billion compared
with $23.2 billion in fiscal year 2004. Additionally, Block
Financial Corporation (BFC) provides a line of
credit of at least $150 million for working capital needs.
At the end of fiscal year 2005 there was no outstanding balance
on this facility.
GAINS ON
SALES ... Gains
on sales of mortgage assets totaled $822.1 million, which
was primarily recorded as operating activities. The percentage
of cash proceeds we receive from our capital market transactions
is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Cash proceeds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Whole loans sold by the Trusts
|
|
$ |
737,417 |
|
|
$ |
741,233 |
|
|
$ |
368,305 |
|
|
|
|
Residual cash flows from Beneficial interest in Trusts
|
|
|
193,639 |
|
|
|
167,705 |
|
|
|
103,294 |
|
|
|
|
Loans securitized
|
|
|
69,665 |
|
|
|
198,226 |
|
|
|
389,449 |
|
|
|
|
Sale of previously securitized residuals
|
|
|
15,396 |
|
|
|
40,689 |
|
|
|
93,307 |
|
|
|
|
Gain (loss) on derivative instruments
|
|
|
45,298 |
|
|
|
(2,578 |
) |
|
|
(2,056 |
) |
|
|
|
|
|
|
|
|
1,061,415 |
|
|
|
1,145,275 |
|
|
|
952,299 |
|
|
|
|
|
|
Non-cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained mortgage servicing rights
|
|
|
137,510 |
|
|
|
84,274 |
|
|
|
60,078 |
|
|
|
|
Additions (reductions) to balance
sheet (1)
|
|
|
15,885 |
|
|
|
11,490 |
|
|
|
(10,829 |
) |
|
|
|
|
|
|
|
|
153,395 |
|
|
|
95,764 |
|
|
|
49,249 |
|
|
|
|
|
|
Portion of gain on sale from capital market transactions
|
|
$ |
1,214,810 |
|
|
$ |
1,241,039 |
|
|
$ |
1,001,548 |
|
|
|
|
|
|
Other items included in gain on sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in beneficial interest in Trusts
|
|
|
36,281 |
|
|
|
37,918 |
|
|
|
74,987 |
|
|
|
|
Impairments to fair value of residual interests
|
|
|
(12,235 |
) |
|
|
(26,063 |
) |
|
|
(54,111 |
) |
|
|
|
Net change in fair value of derivative instruments
|
|
|
1,555 |
|
|
|
(9,379 |
) |
|
|
(2,085 |
) |
|
|
Direct origination and acquisition expenses, net
|
|
|
(378,674 |
) |
|
|
(278,785 |
) |
|
|
(182,216 |
) |
|
|
|
Loan sale repurchase reserves
|
|
|
(39,662 |
) |
|
|
(46,820 |
) |
|
|
(21,295 |
) |
|
|
|
Other
|
|
|
|
|
|
|
387 |
|
|
|
10,299 |
|
|
|
|
|
|
|
|
|
(392,735 |
) |
|
|
(322,742 |
) |
|
|
(174,421 |
) |
|
|
|
|
|
Reported gains on sales of mortgage assets
|
|
$ |
822,075 |
|
|
$ |
918,297 |
|
|
$ |
827,127 |
|
|
|
|
|
|
% of gain on sale from capital market transactions received as
cash (2)
|
|
|
87% |
|
|
|
92% |
|
|
|
95% |
|
|
|
|
|
|
(1) |
Includes residual interests and interest rate caps. |
(2) |
Cash proceeds divided by portion of gain on sale related to
capital market transactions. |
H&R BLOCK 2005 Form 10K
WAREHOUSE
FUNDING ... To
finance our prime originations, we use a warehouse facility with
capacity up to $25 million. This annual facility bears
interest at one-month LIBOR plus 140 to 200 basis points.
As of April 30, 2005 and 2004, the balance outstanding
under this facility was $4.4 million and $4.0 million,
respectively, and is included in accounts payable, accrued
expenses and other on the consolidated balance sheets.
See discussion of our non-prime warehouse facilities below in
Off-Balance Sheet Financing Arrangements.
We believe the sources of liquidity available to the Mortgage
Services segment are sufficient for its needs. Risks to the
stability of these sources include, but are not limited to,
adverse changes in the perception of the non-prime industry,
adverse changes in the regulation of non-prime lending, changes
in the rating criteria of non-prime lending by third-party
rating agencies and, to a lesser degree, reduction in the
availability of third parties that provide credit enhancement.
Past performance of the securitizations will also impact the
segments future participation in these markets. The
off-balance sheet warehouse facilities used by the Trusts are
subject to annual renewal, each at a different time during the
year, and any of the above events could lead to difficulty in
renewing the lines. These risks are mitigated by a staggering of
the renewal dates related to these warehouse lines and through
the use of multiple lending institutions to secure
these lines.
BUSINESS
SERVICES ... Business
Services funding requirements are largely related to receivables
for completed work and work in process. We provide
funding sufficient to cover their working capital needs.
Business Services also has future obligations and commitments,
which are summarized in the tables below under Contractual
Obligations and Commercial Commitments.
This segment generated $44.7 million in operating cash
flows primarily related to net income. Additionally, Business
Services used $37.8 million in investing activities
primarily related to contingent payments on prior acquisitions,
and $23.2 million in financing activities as a result of
payments on acquisition debt.
INVESTMENT
SERVICES ... Investment
Services, through HRBFA, is subject to regulatory requirements
intended to ensure the general financial soundness and liquidity
of broker-dealers.
HRBFA is required to maintain minimum net capital as defined
under Rule 15c3-1 of the Securities Exchange Act of 1934
and complies with the alternative capital requirement, which
requires a broker-dealer to maintain net capital equal to the
greater of $250,000 or 2% of the combined aggregate debit
balances arising from customer transactions. The net capital
rule also provides that equity capital may not be withdrawn or
cash dividends paid if resulting net capital would be less than
the greater of 5% of combined aggregate debit items or 120% of
the minimum required net capital. At the end of fiscal year
2005, HRBFAs net capital of $121.2 million, which was
19.2% of aggregate debit items, exceeded its minimum required
net capital of $12.6 million by $108.6 million. During
fiscal year 2005 and 2004, we contributed additional capital of
$27.0 million and $32.0 million, respectively, even
though HRBFA was in excess of the minimum net capital
requirement, and we may continue to do so in the future.
In fiscal year 2005, Investment Services used $32.4 million
in its operating activities primarily due to operating losses.
To manage short-term liquidity, BFC provides HRBFA a
$300 million unsecured credit facility. At the end of
fiscal year 2005 there was no outstanding balance on this
facility.
HRBFA has letters of credit with a financial institution with a
credit limit of $125.0 million. There were no commitments
outstanding on these letters of credit at any time during fiscal
year 2005 or 2004.
Liquidity needs relating to client trading and margin-borrowing
activities are met primarily through cash balances in client
brokerage accounts and working capital. We believe these sources
of funds will continue to be the primary sources of liquidity
for Investment Services. Stock loans have historically been used
as a secondary source of funding and could be used in the
future, if warranted.
Securities borrowed and securities loaned transactions are
generally reported as collateralized financings. These
transactions require us to deposit cash and/or collateral with
the lender. Securities loaned consist of securities owned by
customers, which were purchased on margin. When loaning
securities, we receive cash collateral approximately equal to
the value of the securities loaned. The amount of cash
collateral is adjusted, as required, for market fluctuations in
the value of the securities loaned. Interest rates paid on the
cash collateral fluctuate as short-term interest rates change.
To satisfy the margin deposit requirement of client option
transactions with the Options Clearing Corporation
(OCC), Investment Services pledges customers
margined securities. Pledged securities at the end of fiscal
year 2005 totaled $44.6 million, an excess of
$7.9 million over the margin requirement. Pledged
securities at the end of fiscal year 2004 totaled
$46.3 million, an excess of $7.9 million over the
margin requirement.
We believe the funding sources for Investment Services are
stable. Liquidity risk within this segment is primarily limited
to maintaining sufficient capital levels to obtain securities
lending liquidity to support margin borrowing by customers.
H&R BLOCK 2005 Form 10K
OFF-BALANCE SHEET FINANCING ARRANGEMENTS
We are party to various transactions with an off-balance sheet
component, including loan commitments and QSPEs, or Trusts.
We have commitments to fund mortgage loans in our pipeline of
$3.9 billion at April 30, 2005, which are subject to
conditions and loan contract verification. There is no
commitment on the part of the borrower to close on the mortgage
loan at this stage of the lending process and external market
forces impact the probability of these loan commitments being
closed. Therefore, total commitments outstanding do not
necessarily represent future cash requirements. If the loan
commitments are exercised, they will be funded as described
below.
Our relationships with the Trusts serve to reduce our capital
investment in our non-prime mortgage operations. These
arrangements are primarily used to sell mortgage loans, but a
portion may also be used to sell servicing advances and finance
residual interests. Additionally, these arrangements have freed
up cash and short-term borrowing capacity, improved liquidity
and flexibility, and reduced balance sheet risk, while providing
stability and access to liquidity in the secondary market for
mortgage loans.
Substantially all non-prime mortgage loans we originate are sold
daily to the Trusts. The Trusts purchase the loans from us using
five warehouse facilities, arranged by us, totaling
$9.0 billion. These facilities are subject to various
Option One performance triggers, limits and financial covenants,
including tangible net worth and leverage ratios. In addition,
these facilities contain cross-default features in which a
default in one facility would trigger a default under the other
facilities as well. These various facilities bear interest at
one-month LIBOR plus 50 to 400 basis points and expire on
various dates during the year. In addition, some of the
facilities provide for the payment of minimum usage fees.
Subsequent to April 30, 2005, we increased the Trusts
warehouse capacity by adding an additional $1.0 billion
facility. This facility bears interest at one-month LIBOR plus
45 to 345 basis points.
When we sell loans to the Trusts, we remove the mortgage loans
from our balance sheet and record the gain on the sale, cash and
a beneficial interest in Trusts, which represents the ultimate
expected outcome from the disposition of the loans. Our
beneficial interest in Trusts totaled $215.4 million and
$153.8 million at April 30, 2005 and 2004,
respectively.
Subsequently, the Trusts, as directed by their third-party
beneficial interest holders, either sell the loans directly to
third-party investors or back to us to pool the loans for
securitization. The decision to complete a whole loan sale or a
securitization is dependent on market conditions.
For fiscal year 2005, the final disposition of loans sold to the
Trusts was 92% whole loan sales and 8% securitizations. For
fiscal year 2004, the final disposition was 76% whole loan sales
and 24% securitizations. The current year shift to whole loan
sales is due to the more favorable pricing in the whole loan
market. Increased whole loan sale transactions result in cash
being received earlier. Additionally, whole loan sales do not
add residual interests to our balance sheet, and therefore, we
do not retain balance sheet risk.
If the Trusts sell the mortgage loans in a whole loan sale, we
receive cash for our beneficial interest in Trusts. In a
securitization transaction, the Trusts transfer the loans and
the corresponding right to receive all payments on the loans to
our consolidated special purpose entity, after which we transfer
our beneficial interest in Trusts and the loans to a
securitization trust. The securitization trust meets the
definition of a QSPE and is therefore not consolidated. The
securitization trust issues bonds, which are supported by the
cash flows from the pooled loans, to third-party investors. We
retain an interest in the loans in the form of a residual
interest and, therefore, usually assume the first risk of loss
for credit losses in the loan pool. As the cash flows of the
underlying loans and market conditions change, the value of our
residual interests may also change, resulting in potential
write-ups or impairment of our residual interests.
At the settlement of each securitization, we record cash
received and our residual interests. Additionally, we reverse
the beneficial interest in Trusts. These residual interests are
classified as trading securities. See Item 8, note 1
to our consolidated financial statements for our methodology
used in valuing our residual interests.
To accelerate the cash flows from our residual interests, we
securitize the majority of our residual interests in net
interest margin (NIM) transactions. In a NIM
transaction, the residual interests are transferred to another
QSPE (NIM trust), which then issues bonds to
third-party investors. The proceeds from the bonds are returned
to us as payment for the residual interests. The bonds are
secured by the pooled residual interests and are obligations of
the NIM trust. We retain a subordinated interest in the NIM
trust, and receive cash flows on our residual interest generally
after the NIM bonds issued to the third-party investors are paid
in full.
At the settlement of each NIM transaction, we remove the
residual interests sold from our consolidated balance sheet and
record the cash received and the new residual interest retained.
H&R BLOCK 2005 Form 10K
These residual interests are classified as available-for-sale
securities.
Residual interests retained from NIM securitizations may also be
sold in a subsequent securitization or sale transaction.
Loans totaling $6.7 billion and $3.2 billion were held
by the Trusts as of April 30, 2005 and 2004, respectively,
and were not recorded on our consolidated balance sheets.
In connection with the sale of mortgage loans, we provide
certain representations and warranties allowing the purchaser
the option of returning the purchased loans to us under certain
conditions. We may recognize losses as a result of the
repurchase of loans under these arrangements. We maintain
reserves for the repurchase of loans based on historical trends.
See Item 8, note 17 to our consolidated financial
statements.
The Financial Accounting Standards Board (FASB)
intends to reissue the exposure draft, Qualifying Special
Purpose Entities and Isolation of Transferred Assets, an
Amendment of FASB Statement No. 140, during the third
quarter of calendar year 2005. The purpose of the proposal is to
provide more specific guidance on the accounting for transfers
of financial assets to a QSPE.
Provisions in the first exposure draft, as well as tentative
decisions reached by the FASB during its deliberations, may
require us to consolidate our current QSPEs (the Trusts)
established in our Mortgage Services segment. As of
April 30, 2005, the Trusts had both assets and liabilities
of $6.7 billion. The provisions of the exposure draft are
subject to FASB due process and are subject to change. We will
continue to monitor the status of the exposure draft, and
consider changes, if any, to current structures as a result of
the proposed rules.
COMMERCIAL PAPER ISSUANCE
We participate in the U.S. and Canadian commercial paper
(CP) markets to meet daily cash needs and fund
mortgage loans. CP is issued by BFC and Block Canada,
wholly-owned subsidiaries of the Company. The following chart
provides the debt ratings for BFC as of April 30, 2005 and
2004:
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Short-term | |
|
Long-term | |
|
|
|
Fitch
|
|
|
F1 |
|
|
|
A |
|
|
|
Moodys
|
|
|
P2 |
|
|
|
A3 |
|
|
|
S&P
|
|
|
A2 |
|
|
|
BBB+ |
|
|
|
|
The following chart provides the debt ratings for Block Canada
as of April 30, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Short-term | |
|
Corporate | |
|
Trend | |
|
|
|
DBRS
|
|
|
R-1 (low) |
|
|
|
A |
|
|
|
Stable |
|
|
|
Moodys
|
|
|
P2 |
|
|
|
|
|
|
|
|
|
|
|
|
We use capital primarily to fund working capital requirements,
pay dividends, repurchase our shares and acquire businesses.
Commercial paper borrowings peaked at $2.1 billion in
February 2005 related to funding of our participation interests
in RALs. No CP was outstanding at April 30, 2005 or 2004.
U.S. CP issuances are supported by unsecured committed
lines of credit (CLOCs). During fiscal year 2005, we
replaced our single $2.0 billion CLOC with two
$1.0 billion CLOCs. The two CLOCs are from a consortium of
thirty-one banks. The first $1.0 billion CLOC is subject to
annual renewal in August 2005, has a one-year term-out provision
with a maturity date in August 2006 and has an annual facility
fee of ten basis points per annum. The second $1.0 billion
CLOC has a maturity date of August 2009 and has an annual
facility fee of twelve basis points per annum. These lines are
subject to various affirmative and negative covenants, including
a minimum net worth covenant.
An additional line of credit of $750.0 million was put into
place for the period of January 26 to February 25, 2005 as
an alternative to CP issuance during the peak RAL season. This
line is subject to various covenants, substantially similar to
the primary CLOCs.
These CLOCs were undrawn at April 30, 2005. There are no
rating contingencies under the CLOCs.
The Canadian issuances are supported by a credit facility
provided by one bank in an amount not to exceed
$125.0 million (Canadian). The Canadian CLOC is subject to
annual renewal in December 2005. This CLOC was undrawn at
April 30, 2005.
We believe the CP market to be stable. Risks to the stability of
our CP market participation would be a short-term rating
downgrade, adverse changes in our financial performance,
non-renewal or termination of the CLOCs, adverse publicity and
operational risk within the CP market. We believe if any of
these events were to occur, the CLOCs, to the extent available,
could be used for an orderly exit from the CP market, though at
a higher cost to us. Additionally, we could turn to other
sources of liquidity, including cash, debt issuance under the
existing shelf registration and asset sales or securitizations.
H&R BLOCK 2005 Form 10K
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
A summary of our obligations to make future payments as of
April 30, 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
| |
|
|
Less Than | |
|
|
|
After | |
|
|
|
|
Total | |
|
1 Year | |
|
1 3 Years | |
|
4 5 Years | |
|
5 Years | |
|
|
|
Debt
|
|
$ |
897,046 |
|
|
$ |
45 |
|
|
$ |
498,916 |
|
|
$ |
91 |
|
|
$ |
397,994 |
|
|
|
Long-term obligation to government
|
|
|
213,360 |
|
|
|
106,680 |
|
|
|
106,680 |
|
|
|
|
|
|
|
|
|
|
|
Acquisition payments
|
|
|
38,022 |
|
|
|
25,159 |
|
|
|
12,863 |
|
|
|
|
|
|
|
|
|
|
|
Pension obligation assumed
|
|
|
15,929 |
|
|
|
2,625 |
|
|
|
4,545 |
|
|
|
3,698 |
|
|
|
5,061 |
|
|
|
Capital lease obligation
|
|
|
13,550 |
|
|
|
341 |
|
|
|
730 |
|
|
|
997 |
|
|
|
11,482 |
|
|
|
Operating leases
|
|
|
708,611 |
|
|
|
229,768 |
|
|
|
313,264 |
|
|
|
124,945 |
|
|
|
40,634 |
|
|
|
|
|
|
Total contractual cash obligations
|
|
$ |
1,886,518 |
|
|
$ |
364,618 |
|
|
$ |
936,998 |
|
|
$ |
129,731 |
|
|
$ |
455,171 |
|
|
|
|
|
|
|
In October 2004, we issued $400.0 million of
5.125% Senior Notes, due 2014. The Senior Notes are not
redeemable by the bondholders prior to maturity. The net
proceeds of this transaction were used to repay the
$250.0 million in
63/4% Senior
Notes, which were due November 1, 2004. The remaining
proceeds were used for working capital, capital expenditures,
repayment of other debt and other general corporate purposes.
In April 2000, we issued $500.0 million of
81/2% Senior
Notes, due 2007. The Senior Notes are not redeemable prior to
maturity. The net proceeds of this transaction were used to
repay a portion of the short-term borrowings that initially
funded the acquisition of OLDE.
Future payments related to Business Services acquisitions and
capital lease obligations are included in long-term debt on our
consolidated balance sheets. Our debt to total capital ratio was
32.4% at April 30, 2005, compared with 31.1% at
April 30, 2004.
As of April 30, 2005 we had $850 million remaining
under our shelf registration statement for additional debt
issuances. As a result of our failure to file this
Form 10-K by the SECs prescribed due date, we may be
unable to issue any debt securities under the shelf registration
statement for a period of twelve months. We intend to seek an
adjustment of the filing date for this Form 10-K as
permitted under SEC rules. If such request is granted, we would
regain the ability to issue debt securities under our shelf
registration statement, although at this time the Company has no
intention of doing so.
In connection with our acquisition of the non-attest assets of
M&P in August 1999, we assumed certain pension liabilities
related to M&Ps retired partners. We make payments in
varying amounts on a monthly basis, which are included in other
noncurrent liabilities.
Operating leases, although requiring future cash payments, are
not included in our consolidated balance sheets.
A summary of our commitments as of April 30, 2005, which
may or may not require future payments, expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Less Than | |
|
|
|
After | |
|
|
|
|
Total | |
|
1 Year | |
|
1 - 3 Years | |
|
4 - 5 Years | |
|
5 Years | |
|
|
|
Commitments to fund mortgage loans
|
|
$ |
3,931,926 |
|
|
$ |
3,931,926 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
Commitments to sell mortgage loans
|
|
|
8,707,000 |
|
|
|
8,707,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged securities
|
|
|
44,609 |
|
|
|
44,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment to fund M&P
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchise Equity Lines of Credit
|
|
|
68,949 |
|
|
|
20,122 |
|
|
|
20,476 |
|
|
|
28,351 |
|
|
|
|
|
|
|
Mortgage loan repurchase obligations
|
|
|
41,233 |
|
|
|
41,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction of new building
|
|
|
143,116 |
|
|
|
103,505 |
|
|
|
39,611 |
|
|
|
|
|
|
|
|
|
|
|
Other commercial commitments
|
|
|
8,219 |
|
|
|
5,221 |
|
|
|
2,500 |
|
|
|
458 |
|
|
|
40 |
|
|
|
|
|
|
Total commercial commitments
|
|
$ |
13,020,052 |
|
|
$ |
12,928,616 |
|
|
$ |
62,587 |
|
|
$ |
28,809 |
|
|
$ |
40 |
|
|
|
|
|
|
|
See discussion of commitments in Item 8, note 17 to
our consolidated financial statements.
H&R BLOCK 2005 Form 10K
REGULATORY ENVIRONMENT
The U.S., various state, local, provincial and foreign
governments and some self-regulatory organizations have enacted
statutes and ordinances, and/or adopted rules and regulations,
regulating aspects of our business. These aspects include, but
are not limited to, commercial income tax return preparers,
income tax courses, the electronic filing of income tax returns,
the facilitation of RALs, loan originations and assistance in
loan originations, mortgage lending, privacy, consumer
protection, franchising, sales methods, brokers, broker-dealers
and various aspects of securities transactions, financial
planners, investment advisors, accountants and the accounting
practice. We seek to determine the applicability of such
statutes, ordinances, rules and regulations (collectively,
Laws) and comply with those Laws.
From time to time in the ordinary course of business, we receive
inquiries from governmental and self-regulatory agencies
regarding the applicability of Laws to our services and
products. In response to past inquiries, we have agreed to
comply with such Laws, convinced the authorities that such Laws
were not applicable or that compliance already exists, and/or
modified our activities in the applicable jurisdiction to avoid
the application of all or certain parts of such Laws. We believe
that the past resolution of such inquiries and our ongoing
compliance with Laws have not had a material adverse effect on
our consolidated financial statements. We cannot predict what
effect future Laws, changes in interpretations of existing Laws,
or the results of future regulator inquiries with respect to the
applicability of Laws may have on our consolidated financial
statements.
NEW ACCOUNTING PRONOUNCEMENTS
See Item 8, note 1 to our consolidated financial
statements for a discussion of recently issued accounting
pronouncements.
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
We report our financial results in accordance with generally
accepted accounting principles (GAAP). However, we
believe certain non-GAAP performance measures and ratios used in
managing the business may provide additional meaningful
comparisons between current year results and prior periods, by
excluding certain items that do not represent results from our
basic operations. Reconciliations to GAAP financial measures are
provided below. These non-GAAP financial measures should be
viewed in addition to, not as an alternative for, our reported
GAAP results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Origination Margin |
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Total expenses
|
|
$ |
749,925 |
|
|
$ |
635,186 |
|
|
$ |
493,756 |
|
|
|
Add: Expenses netted against gain on sale revenues
|
|
|
378,304 |
|
|
|
267,780 |
|
|
|
162,332 |
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
221,300 |
|
|
|
193,018 |
|
|
|
141,419 |
|
|
|
|
Cost of acquisition
|
|
|
169,621 |
|
|
|
114,707 |
|
|
|
59,637 |
|
|
|
|
Allocated support departments
|
|
|
24,161 |
|
|
|
21,124 |
|
|
|
7,630 |
|
|
|
|
Other
|
|
|
20,323 |
|
|
|
31,378 |
|
|
|
28,238 |
|
|
|
|
|
|
|
|
$ |
692,824 |
|
|
$ |
542,739 |
|
|
$ |
419,164 |
|
|
|
|
|
|
Divided by origination volume
|
|
$ |
31,001,724 |
|
|
$ |
23,256,013 |
|
|
$ |
16,577,621 |
|
|
|
Total cost of origination
|
|
|
2.23% |
|
|
|
2.33% |
|
|
|
2.53% |
|
|
|
|
H&R BLOCK 2005 Form 10K
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
GENERAL
INTEREST RATE
RISK ... We
have established a formal investment policy to help minimize the
market risk exposure of our cash equivalents and
available-for-sale securities, which are primarily affected by
credit quality and movements in interest rates. These guidelines
focus on managing liquidity and preserving principal and
earnings. Most of our interest rate-sensitive assets and
liabilities are managed at the subsidiary level.
Our cash equivalents are primarily held for liquidity purposes
and are comprised of high quality, short-term investments,
including qualified money market funds. As of April 30,
2005, our non-restricted cash and cash equivalents had an
average maturity of less than three months with an average
credit quality of AAA. With such a short maturity, our
portfolios market value is relatively insensitive to
interest rate changes. We hold investments in fixed income
securities at our captive insurance subsidiary. See the table
below for sensitivities to changes in interest rates. See
additional discussion of interest rate risk included below in
Mortgage Services and Investment Services.
At April 30, 2005, no commercial paper was outstanding. For
fiscal year 2005, the average issuance term was 29 days and
the average outstanding balance was $388.2 million. As
commercial paper and bank borrowings are seasonal, interest rate
risk typically increases through our third fiscal quarter and
declines to zero by fiscal year-end. See Item 7,
Financial Condition for additional information.
Our current portion of long-term debt and long-term debt at
April 30, 2005 consists primarily of fixed-rate Senior
Notes; therefore, a change in interest rates would have no
impact on consolidated pretax earnings. See Item 8,
note 10 to our consolidated financial statements.
EQUITY PRICE
RISK ... We
have exposure to the equity markets in several ways. The largest
exposures are through our deferred compensation plans and equity
investments at our captive insurance subsidiary. Within the
deferred compensation plans we have mismatches in asset and
liability amounts and investment choices (both fixed-income and
equity). At April 30, 2005 and 2004, the impact of a 10%
market value change in the combined equity assets held by our
deferred compensation plans and our captive insurance subsidiary
would be approximately $9.3 million and $8.9 million,
respectively, assuming no offset for the liabilities.
TAX SERVICES
FOREIGN EXCHANGE RATE
RISK ... Our
operations in international markets are exposed to movements in
currency exchange rates. The currencies involved are the
Canadian dollar, the Australian dollar and the British pound. We
translate revenues and expenses related to these operations at
the average of exchange rates in effect during the period.
Assets and liabilities of foreign subsidiaries are translated
into U.S. dollars at exchange rates prevailing at the end
of the year. Translation adjustments are recorded as a separate
component of other comprehensive income in stockholders
equity. Translation of financial results into U.S. dollars
does not presently materially affect, and has not historically
materially affected, our consolidated financial results,
although such changes do affect the year-to-year comparability
of the operating results in U.S. dollars of our
international businesses. We estimate a 10% change in foreign
exchange rates by itself would impact consolidated pretax income
in fiscal years 2005 and 2004 by approximately $1.3 million
and cash balances at April 30, 2005 and 2004 by
$4.7 million and $6.1 million, respectively.
MORTGAGE SERVICES
INTEREST RATE RISK PRIME
ORIGINATIONS ... We
regularly enter into rate-lock commitments with our customers to
fund prime mortgage loans within specified periods of time. The
fair value of rate-lock commitments is calculated based on the
current market pricing of short sales of FNMA, FHLMC and GNMA
mortgage-backed securities and the coupon rates of the eligible
loans. At April 30, 2005, we recorded an asset of
$0.8 million related to rate-lock commitments.
We sell short FNMA, FHLMC and GNMA mortgage-backed securities to
reduce the risk related to our prime commitments to fund
fixed-rate prime loans. The position on certain, or all, of the
fixed-rate mortgage loans is closed approximately
10-15 days prior to standard Public Securities Association
(PSA) settlement dates. At April 30, 2005 we
recorded a liability of $0.8 million related to these
instruments.
To finance our prime originations, we use a warehouse facility
with capacity up to $25 million, which bears interest at
one-month LIBOR plus 140 to 200 basis points. As of
April 30, 2005, the balance outstanding under this facility
was $4.4 million.
INTEREST RATE RISK
NON-PRIME
ORIGINATIONS ...
Interest rate changes impact the value of the loans in our
origination pipeline, the beneficial interest in Trusts and
forward loan sale commitments.
We are exposed to interest rate risk associated with loans in
our origination pipeline, consisting of fixed-and
adjustable-rate loans, which are generally sold through whole
loan sales or
H&R BLOCK 2005 Form 10K
securitizations. We have binding and non-binding commitments to
fund mortgage loans of $0.9 billion and $3.0 billion,
respectively, at April 30, 2005, subject to conditions and
loan contract verification. Of these commitments, we estimate
only $2.0 billion will likely be originated.
As a result of whole loan sales to the Trusts, we remove the
mortgage loans from our balance sheet and record the gain on
sale, cash and a beneficial interest in Trusts, which represents
the ultimate expected outcome from the disposition of the loans.
See Item 7, Off-Balance Sheet Financing
Arrangements. At April 30, 2005, there were
$6.7 billion of loans held in the Trusts and the value of
our beneficial interest in Trusts was $215.4 million.
Changes in interest rates and other market factors may result in
a change in value of our beneficial interest in Trusts.
We use forward loan sale commitments to reduce risk associated
with loans in the pipeline. These commitments, which represent
an obligation to sell a non-prime loan at a specific price in
the future, increase in value as interest rates rise and
decrease as rates fall. At April 30, 2005, there were
$8.7 billion in forward loan sale commitments, and most of
them give us the option to under- or over-deliver by five to ten
percent. Forward loan sale commitments for non-prime loans are
not considered derivative instruments and are therefore not
recorded in our financial statements. Forward loan sale
commitments lock in the execution price on the loans that will
ultimately be delivered into a whole loan sale. With
$8.7 billion of forward loan sale commitments at
April 30, 2005 (and the option to adjust the commitment
amount to between $7.8 billion and $9.6 billion), net
of pipeline loans estimated at $2.0 billion and the
anticipated sale of $6.7 billion in loans by the Trusts, we
believe changes in interest rates will not have a material
impact on the gains or losses we record on our commitments to
fund and sell mortgage loans.
We use interest rate swaps to reduce interest rate risk
associated with non-prime loans. We generally enter into
interest rate swap arrangements related to existing loan
applications with rate-lock commitments and, beginning at the
end of our second quarter, for rate-lock commitments we expect
to make in the next 30 days. Interest rate swaps represent
an agreement to exchange interest rate payments, effectively
converting our fixed financing costs into a floating rate. These
contracts increase in value as rates rise and decrease in value
as rates fall. At April 30, 2005, we had a liability of
$1.3 million on our balance sheet related to interest rate
swaps. See table below for sensitivities to changes in interest
rates for swaps.
DELIVERY
RISK ... We
have exposure to delivery risk in our non-prime origination
operations, which regularly enter into forward loan sale
commitments prior to loans being originated. It is possible that
we will be unable to originate the loans or that the loans
originated will not meet the required characteristics of the
forward loan sale commitments. Several remedies are available,
although use of the remedies could reduce the execution price or
the effectiveness of the forward loan sale commitment in
reducing interest rate risk.
RESIDUAL
INTERESTS ... Relative
to modeled assumptions, an increase or decrease in interest
rates would impact the value of our residual interests and could
affect accretion income related to our residual interests.
Residual interests bear the interest rate risk embedded within
the securitization due to an initial fixed-rate period on the
loans versus a floating-rate funding cost. Residual interests
also bear the on-going risk that the floating interest rate
earned on the mortgage loans is different from the floating
interest rate on the bonds sold in the securitization.
We enter into interest rate caps to mitigate interest rate risk
associated with mortgage loans that will be securitized and
residual interests that are classified as trading securities
because they will be sold in a subsequent NIM transaction. The
caps enhance the marketability of the securitization and NIM
transactions. An interest rate cap represents a right to receive
cash if interest rates rise above a contractual strike rate, its
value therefore increases as interest rates rise. The interest
rate used in our interest rate caps is based on LIBOR. At
April 30, 2005 we recorded an asset totaling
$12.5 million related to interest rate caps.
See table below for sensitivities to changes in interest rates
for residual interests and caps. See Item 8, note 6 to
the consolidated financial statements for additional analysis of
interest rate risk and other financial risks impacting residual
interests.
It is our policy to use derivative instruments only for the
purpose of offsetting or reducing the risk of loss associated
with a defined or quantified exposure.
MORTGAGE SERVICING
RIGHTS ... Declining
interest rates may cause increased refinancing activity, which
reduces the life of the loans underlying the residual interests
and MSRs, thereby reducing their fair value. The fair value of
MSRs generally increases in a rising rate environment, although
MSRs are recorded at the lower of cost or market value.
Reductions in the fair value of these assets impact earnings
through impairment charges. See Item 8, note 6 to our
consolidated financial statements for further sensitivity
analysis of other MSR valuation assumptions.
INVESTMENT SERVICES
INTEREST RATE
RISK ... HRBFA
holds interest bearing receivables from customers, brokers,
dealers and clearing organizations, which consist primarily of
amounts due on margin transactions and are generally short-term
in nature. We fund
H&R BLOCK 2005 Form 10K
these short-term assets with short-term variable rate
liabilities from customers, brokers and dealers, including stock
loan activity. Although there may be differences in the timing
of the re-pricing related to these assets and liabilities, we
believe we are not significantly exposed to interest rate risk
in this area. As a result, any change in interest rates would
not materially impact our consolidated earnings.
Our fixed-income trading portfolio is affected by changes in
market rates and prices. The risk is the loss of income arising
from adverse changes in the value of the trading portfolio. We
value the trading portfolio at quoted market prices and the
market value of our trading portfolio at April 30, 2005 was
approximately $6.3 million, net of $4.8 million in
securities sold short. See table below for sensitivities to
changes in interest rates. With respect to our fixed-income
securities portfolio, we manage our market price risk exposure
by limiting concentration risk, maintaining minimum credit
quality and limiting inventory to anticipated retail demand and
current market conditions.
The sensitivities of certain financial instruments to changes in
interest rates as of April 30, 2005 and 2004 are presented
below. The following table represents hypothetical instantaneous
and sustained parallel shifts in interest rates and should not
be relied on as an indicator of future expected results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Basis Point Change |
|
|
Fair Value at | |
|
| |
|
|
April 30, 2005 | |
|
- 200 | |
|
- 100 | |
|
- 50 | |
|
+ 50 | |
|
+ 100 | |
|
+ 200 | |
|
+ 300 | |
|
|
|
Residual interests in securitizations
available-for-sale
|
|
$ |
205,936 |
|
|
$ |
84,845 |
|
|
$ |
30,417 |
|
|
$ |
13,637 |
|
|
$ |
(13,520 |
) |
|
$ |
(28,174 |
) |
|
$ |
(51,466 |
) |
|
$ |
(75,296 |
) |
|
|
Interest rate caps
|
|
|
12,458 |
|
|
|
|
|
|
|
205 |
|
|
|
4,580 |
|
|
|
20,746 |
|
|
|
29,262 |
|
|
|
46,751 |
|
|
|
64,195 |
|
|
|
Investments at captive insurance subsidiary
|
|
|
9,968 |
|
|
|
1,079 |
|
|
|
522 |
|
|
|
256 |
|
|
|
(248 |
) |
|
|
(487 |
) |
|
|
(942 |
) |
|
|
(1,368 |
) |
|
|
Fixed income trading (net)
|
|
|
6,252 |
|
|
|
1,958 |
|
|
|
893 |
|
|
|
426 |
|
|
|
(390 |
) |
|
|
(749 |
) |
|
|
(1,383 |
) |
|
|
(1,921 |
) |
|
|
Interest rate swaps
|
|
|
(1,325 |
) |
|
|
(84,723 |
) |
|
|
(43,024 |
) |
|
|
(19,524 |
) |
|
|
19,524 |
|
|
|
43,024 |
|
|
|
84,723 |
|
|
|
123,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Basis Point Change |
|
|
Fair Value at | |
|
|
|
| |
|
|
April 30, 2004 | |
|
|
|
|
|
- 50 | |
|
+ 50 | |
|
+ 100 | |
|
+ 200 | |
|
+ 300 | |
|
|
|
Residual interests in securitizations
available-for-sale
|
|
$ |
210,973 |
|
|
|
|
|
|
|
|
|
|
$ |
45,449 |
|
|
$ |
(18,563 |
) |
|
$ |
(32,709 |
) |
|
$ |
(46,527 |
) |
|
$ |
(48,090 |
) |
|
|
Investments at captive insurance subsidiary
|
|
|
44,667 |
|
|
|
|
|
|
|
|
|
|
|
1,079 |
|
|
|
(1,069 |
) |
|
|
(1,591 |
) |
|
|
(3,146 |
) |
|
|
(4,667 |
) |
|
|
Fixed income trading (net)
|
|
|
13,639 |
|
|
|
|
|
|
|
|
|
|
|
677 |
|
|
|
(637 |
) |
|
|
(1,228 |
) |
|
|
(2,271 |
) |
|
|
(3,164 |
) |
|
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
DISCUSSION OF FINANCIAL RESPONSIBILITY ...
We at H&R Block are guided by our core values of client
focus, integrity, excellence, respect and teamwork. These values
govern the manner in which we serve clients and each other, and
are embedded in the execution and delivery of our
responsibilities to our shareholders. H&R Blocks
Management is responsible for the integrity and objectivity of
the information contained in this document. Management is
responsible for the consistency of reporting this information
and for ensuring that accounting principles generally accepted
in the United States are used. In discharging this
responsibility, Management maintains an extensive program of
internal audits and require the management teams of our
individual subsidiaries to certify their respective financial
information. Our system of internal control over financial
reporting also includes formal policies and procedures,
including a Code of Business Ethics and Conduct program designed
to encourage and assist all employees and directors in living up
to high standards of integrity.
The Audit Committee of the Board of Directors, composed solely
of outside and independent directors, meets periodically with
management, the independent auditors and the chief internal
auditor to review matters relating to our financial statements,
internal audit activities, internal accounting controls
H&R BLOCK 2005 Form 10K
and non-audit services provided by the independent auditors. The
independent auditors and the chief internal auditor have full
access to the Audit Committee and meet, both with and without
management present, to discuss the scope and results of their
audits, including internal control, audit and financial matters.
KPMG LLP audited our 2005 and 2004 consolidated financial
statements and PricewaterhouseCoopers LLP audited our 2003
consolidated financial statements. Their audits were conducted
in accordance with the standards of the Public Company
Accounting Oversight Board (U.S.).
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING ...
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act Rules 13a-15(f). Under the
supervision and with the participation of management, including
our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as of April 30, 2005.
Based on our assessment, management determined that a material
weakness existed in the Companys internal controls over
accounting for income taxes as of April 30, 2005.
Specifically, the Company did not maintain sufficient resources
in the corporate tax function to accurately identify, evaluate
and report, in a timely manner, non-routine and complex
transactions. In addition, the Company had not completed the
requisite historical analysis and related reconciliations to
ensure tax balances were appropriately stated prior to the
completion of the Companys internal control activities.
These deficiencies resulted in errors in the Companys
accounting for income taxes. These errors were corrected prior
to issuance of the consolidated financial statements as of and
for the year ended April 30, 2005. In the aggregate, these
deficiencies represent a material weakness in internal control
over financial reporting on the basis that there is a more than
remote likelihood that a material misstatement of the
Companys annual or interim financial statements will not
be prevented or detected by its internal control over financial
reporting. Because of this material weakness in internal control
over financial reporting, management concluded that, as of
April 30, 2005, the Companys internal control over
financial reporting was not effective based on the criteria set
forth by COSO.
Mark A. Ernst
Chairman of the Board, President and Chief Executive Officer
William L. Trubeck
Executive Vice President and Chief Financial Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
...
The Board of Directors and Stockholders of H&R Block, Inc.:
We have audited the accompanying consolidated balance sheets of
H&R Block, Inc. and its subsidiaries (the Company) as
of April 30, 2005 and 2004, and the related consolidated
statements of income and comprehensive income,
stockholders equity, and cash flows for each of the years
in the two-year period ended April 30, 2005. These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of H&R Block, Inc. and its subsidiaries as of
April 30, 2005 and 2004, and the results of their
operations and their cash flows for each of the years in the
two-year period ended April 30, 2005, in conformity with
U.S. generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial
statements, the Company changed its method of accounting to
adopt Emerging Issues Task Force Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables, and
Statement of
H&R BLOCK 2005 Form 10K
Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation Transition and
Disclosure during the year ended April 30, 2004.
As discussed in Note 2 to the consolidated financial
statements, the Company restated its financial statements for
its fiscal year ended April 30, 2004.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of the Companys internal control over
financial reporting as of April 30, 2005, based on criteria
established in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and
our report dated July 29, 2005 expressed an unqualified
opinion on managements assessment of, and an adverse
opinion on the effective operation of, internal control over
financial reporting.
Kansas City, Missouri
July 29, 2005, except as to note 19,
which is as of August 4, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
...
The Board of Directors and Stockholders of H&R Block,
Inc.:
We have audited managements assessment, included in the
accompanying Managements Report On Internal Control
Over Financial Reporting (Item 9A(b)),that H&R
Block, Inc. and subsidiaries (the Company) did not maintain
effective internal control over financial reporting as of
April 30, 2005, because of the effect of the material
weakness identified in managements assessment that the
Companys controls and procedures over accounting for
income taxes were ineffective, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an
opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed 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. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
following material weakness has been identified and included in
managements assessment: The Company did not maintain
sufficient resources in the corporate tax function to accurately
identify, evaluate and report, in a timely manner, nonroutine
and complex transactions. In addition, the Company had not
completed the requisite historical analysis and related
reconciliations to ensure tax balances were appropriately stated
prior to the completion of the Companys internal control
activities. These deficiencies resulted in errors in the
Companys accounting for income taxes. Because of these
deficiencies, there is more than a remote likelihood that a
material misstatement in the Companys annual or interim
financial statements due to errors in accounting for income
taxes could occur and not be prevented or detected by its
internal control over financial reporting.
H&R BLOCK 2005 Form 10K
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of H&R Block, Inc. and
subsidiaries as of April 30, 2005 and 2004, and the related
consolidated statements of income and comprehensive income,
stockholders equity, and cash flows for each of the years
in the two-year period ended April 30, 2005. The
aforementioned material weakness was considered in determining
the nature, timing, and extent of audit tests applied in our
audit of the fiscal year 2005 consolidated financial statements,
and this report does not affect our report dated July 29,
2005, which expressed an unqualified opinion on those
consolidated financial statements.
In our opinion, managements assessment that
H&R Block, Inc. and subsidiaries did not maintain
effective internal control over financial reporting as of
April 30, 2005, is fairly stated, in all material respects,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
Also, in our opinion, because of the effect of the material
weakness described above on the achievement of the objectives of
the control criteria, the Company has not maintained effective
internal control over financial reporting as of April 30,
2005, based on criteria established in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
Kansas City, Missouri
July 29, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
...
To the Board of Directors and Shareholders of
H&R Block, Inc.:
In our opinion, the accompanying consolidated statements of
income and comprehensive income, of cash flows and of
stockholders equity present fairly, in all material
respects, the results of operations and cash flows of
H&R Block, Inc. and its subsidiaries (the
Company) for the year ended April 30, 2003 in
conformity with accounting principles generally accepted in the
United States of America. These financial statements are the
responsibility of the Companys management; our
responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these
statements in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As described in Note 2, the financial statements have been
restated for the year ended April 30, 2003.
June 10, 2003, except for Note 2
as to which the date is July 29, 2005,
and Note 19 and Note 22 as to
which the date is August 4, 2005
Kansas City, Missouri
H&R BLOCK 2005 Form 10K
CONSOLIDATED STATEMENTS OF INCOME
AND
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in 000s, except per share amounts) | |
|
|
| |
|
|
Restated(1) | |
|
Restated(1) | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
REVENUES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues
|
|
$ |
2,920,586 |
|
|
$ |
2,639,367 |
|
|
$ |
2,295,936 |
|
|
|
|
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on sales of mortgage assets, net
|
|
|
822,075 |
|
|
|
918,297 |
|
|
|
827,127 |
|
|
|
|
|
Product and other revenues
|
|
|
478,443 |
|
|
|
460,421 |
|
|
|
412,995 |
|
|
|
|
|
Interest income
|
|
|
198,915 |
|
|
|
229,795 |
|
|
|
195,068 |
|
|
|
|
|
|
|
|
|
4,420,019 |
|
|
|
4,247,880 |
|
|
|
3,731,126 |
|
|
|
|
|
|
OPERATING EXPENSES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
|
1,999,220 |
|
|
|
1,794,501 |
|
|
|
1,625,937 |
|
|
|
|
Cost of other revenues
|
|
|
416,421 |
|
|
|
380,365 |
|
|
|
300,749 |
|
|
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
122,251 |
|
|
|
|
Selling, general and administrative
|
|
|
952,125 |
|
|
|
848,675 |
|
|
|
760,864 |
|
|
|
|
|
|
|
|
|
3,367,766 |
|
|
|
3,023,541 |
|
|
|
2,809,801 |
|
|
|
|
|
|
Operating income
|
|
|
1,052,253 |
|
|
|
1,224,339 |
|
|
|
921,325 |
|
|
|
Interest expense
|
|
|
62,367 |
|
|
|
71,218 |
|
|
|
76,723 |
|
|
|
Other income, net
|
|
|
27,829 |
|
|
|
9,854 |
|
|
|
10,962 |
|
|
|
|
|
|
Income before taxes
|
|
|
1,017,715 |
|
|
|
1,162,975 |
|
|
|
855,564 |
|
|
|
Income taxes
|
|
|
381,858 |
|
|
|
447,367 |
|
|
|
377,949 |
|
|
|
|
|
|
Net income before change in accounting principle
|
|
|
635,857 |
|
|
|
715,608 |
|
|
|
477,615 |
|
|
|
Cumulative effect of change in accounting principle
for multiple deliverable revenue arrangements,
less tax benefit of $4,031
|
|
|
|
|
|
|
(6,359 |
) |
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$ |
635,857 |
|
|
$ |
709,249 |
|
|
$ |
477,615 |
|
|
|
|
|
|
BASIC EARNINGS PER
SHARE ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
1.92 |
|
|
$ |
2.02 |
|
|
$ |
1.33 |
|
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1.92 |
|
|
$ |
2.00 |
|
|
$ |
1.33 |
|
|
|
|
|
|
DILUTED EARNINGS PER
SHARE ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
1.88 |
|
|
$ |
1.98 |
|
|
$ |
1.30 |
|
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1.88 |
|
|
$ |
1.96 |
|
|
$ |
1.30 |
|
|
|
|
|
|
COMPREHENSIVE INCOME ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
635,857 |
|
|
$ |
709,249 |
|
|
$ |
477,615 |
|
|
|
|
Unrealized gains on securities, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the period, less
taxes of $36,670, $64,174, and $70,983
|
|
|
59,409 |
|
|
|
103,886 |
|
|
|
114,885 |
|
|
|
|
|
Reclassification adjustment for gains included in income,
less
taxes of $40,661, $67,561 and $72,370
|
|
|
(65,848 |
) |
|
|
(109,385 |
) |
|
|
(117,073 |
) |
|
|
|
Change in foreign currency translation adjustments
|
|
|
8,946 |
|
|
|
12,355 |
|
|
|
17,415 |
|
|
|
|
|
|
|
|
$ |
638,364 |
|
|
$ |
716,105 |
|
|
$ |
492,842 |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
H&R BLOCK 2005 Form 10K
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in 000s, except share and per share amounts) | |
|
|
| |
|
|
Restated(1) | |
|
|
April 30, |
|
2005 | |
|
2004 | |
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS ...
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,100,213 |
|
|
$ |
1,072,745 |
|
|
|
|
Cash and cash equivalents restricted
|
|
|
516,909 |
|
|
|
545,428 |
|
|
|
|
Receivables from customers, brokers, dealers and clearing
organizations, less allowance for doubtful accounts of $1,151
and $1,103
|
|
|
590,226 |
|
|
|
625,076 |
|
|
|
|
Receivables, less allowance for doubtful accounts of $38,879 and
$53,418
|
|
|
418,788 |
|
|
|
329,219 |
|
|
|
|
Prepaid expenses and other current assets
|
|
|
444,498 |
|
|
|
381,024 |
|
|
|
|
|
|
|
|
Total current assets
|
|
|
3,070,634 |
|
|
|
2,953,492 |
|
|
|
|
Residual interests in securitizations
available-for-sale
|
|
|
205,936 |
|
|
|
210,973 |
|
|
|
|
Beneficial interest in Trusts trading
|
|
|
215,367 |
|
|
|
153,818 |
|
|
|
|
Mortgage servicing rights
|
|
|
166,614 |
|
|
|
113,821 |
|
|
|
|
Property and equipment, net
|
|
|
330,150 |
|
|
|
273,303 |
|
|
|
|
Intangible assets, net
|
|
|
247,092 |
|
|
|
293,477 |
|
|
|
|
Goodwill, net
|
|
|
1,015,947 |
|
|
|
993,467 |
|
|
|
|
Other assets
|
|
|
287,543 |
|
|
|
240,381 |
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
5,539,283 |
|
|
$ |
5,232,732 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS
EQUITY
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES ...
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$ |
25,545 |
|
|
$ |
275,669 |
|
|
|
|
Accounts payable to customers, brokers and dealers
|
|
|
950,684 |
|
|
|
1,065,793 |
|
|
|
|
Accounts payable, accrued expenses and other
|
|
|
564,749 |
|
|
|
461,640 |
|
|
|
|
Accrued salaries, wages and payroll taxes
|
|
|
318,644 |
|
|
|
280,367 |
|
|
|
|
Accrued income taxes
|
|
|
349,298 |
|
|
|
413,868 |
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
2,208,920 |
|
|
|
2,497,337 |
|
|
|
|
Long-term debt
|
|
|
923,073 |
|
|
|
545,811 |
|
|
|
|
Other noncurrent liabilities
|
|
|
430,919 |
|
|
|
369,769 |
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,562,912 |
|
|
|
3,412,917 |
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS
EQUITY ...
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, no par, stated value $.01 per share,
800,000,000 shares authorized, 435,890,796 shares
issued at April 30, 2005 and 2004
|
|
|
4,359 |
|
|
|
4,359 |
|
|
|
|
Convertible preferred stock, no par, stated value $.01 per
share, 500,000 shares authorized
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
598,388 |
|
|
|
542,885 |
|
|
|
|
Accumulated other comprehensive income
|
|
|
68,718 |
|
|
|
66,211 |
|
|
|
|
Retained earnings
|
|
|
3,188,785 |
|
|
|
2,695,916 |
|
|
|
|
Less treasury shares, at cost
|
|
|
(1,883,879 |
) |
|
|
(1,489,556 |
) |
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,976,371 |
|
|
|
1,819,815 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
5,539,283 |
|
|
$ |
5,232,732 |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
H&R BLOCK 2005 Form 10K
CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in 000s) | |
|
|
| |
|
|
Restated(1) | |
|
Restated(1) | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
635,857 |
|
|
$ |
709,249 |
|
|
$ |
477,615 |
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
183,867 |
|
|
|
179,131 |
|
|
|
169,092 |
|
|
|
|
|
Provision for bad debt
|
|
|
52,221 |
|
|
|
53,663 |
|
|
|
49,748 |
|
|
|
|
|
Provision for deferred taxes on income
|
|
|
(42,345 |
) |
|
|
(986 |
) |
|
|
(29,944 |
) |
|
|
|
|
Accretion of residual interests in securitizations
|
|
|
(137,610 |
) |
|
|
(186,466 |
) |
|
|
(146,343 |
) |
|
|
|
|
Impairment of residual interests in securitizations
|
|
|
12,235 |
|
|
|
26,063 |
|
|
|
54,111 |
|
|
|
|
|
Realized gain on sale of previously securitized residual
interests
|
|
|
(15,396 |
) |
|
|
(40,689 |
) |
|
|
(93,307 |
) |
|
|
|
|
Additions to trading securities residual interests
in securitizations
|
|
|
(115,657 |
) |
|
|
(327,996 |
) |
|
|
(542,544 |
) |
|
|
|
|
Proceeds from net interest margin transactions
|
|
|
98,743 |
|
|
|
310,358 |
|
|
|
541,791 |
|
|
|
|
|
Additions to mortgage servicing rights
|
|
|
(137,510 |
) |
|
|
(84,274 |
) |
|
|
(65,345 |
) |
|
|
|
|
Amortization of mortgage servicing rights
|
|
|
84,191 |
|
|
|
69,718 |
|
|
|
47,107 |
|
|
|
|
|
Net change in beneficial interest in Trusts
|
|
|
(61,549 |
) |
|
|
(17,222 |
) |
|
|
(84,655 |
) |
|
|
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
122,251 |
|
|
|
|
|
Tax benefit from stock option exercises
|
|
|
10,961 |
|
|
|
23,957 |
|
|
|
37,304 |
|
|
|
|
|
Stock-based compensation
|
|
|
44,139 |
|
|
|
25,718 |
|
|
|
2,079 |
|
|
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
6,359 |
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents restricted
|
|
|
28,519 |
|
|
|
(107,186 |
) |
|
|
(286,069 |
) |
|
|
|
|
|
Receivables for customers, brokers dealers and clearing
organizations
|
|
|
33,892 |
|
|
|
(108,846 |
) |
|
|
326,824 |
|
|
|
|
|
|
Receivables
|
|
|
(121,177 |
) |
|
|
26,294 |
|
|
|
(72,423 |
) |
|
|
|
|
|
Mortgage loans held for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Originations and purchases
|
|
|
(31,003,456 |
) |
|
|
(23,255,483 |
) |
|
|
(17,827,828 |
) |
|
|
|
|
|
|
Sales and principal repayments
|
|
|
30,990,566 |
|
|
|
23,246,815 |
|
|
|
17,837,323 |
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
(53,858 |
) |
|
|
26,978 |
|
|
|
43,818 |
|
|
|
|
|
|
Accounts payable to customers, brokers and dealers
|
|
|
(115,109 |
) |
|
|
203,099 |
|
|
|
(40,507 |
) |
|
|
|
|
|
Accounts payable, accrued expenses and other
|
|
|
113,419 |
|
|
|
(104,563 |
) |
|
|
60,454 |
|
|
|
|
|
|
Accrued salaries, wages and payroll taxes
|
|
|
38,277 |
|
|
|
70,521 |
|
|
|
(42,911 |
) |
|
|
|
|
|
Accrued income taxes
|
|
|
(29,906 |
) |
|
|
93,770 |
|
|
|
111,822 |
|
|
|
|
|
|
Other, net
|
|
|
20,479 |
|
|
|
14,481 |
|
|
|
40,272 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
513,793 |
|
|
|
852,463 |
|
|
|
689,735 |
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of available-for-sale securities
|
|
|
(10,175 |
) |
|
|
(11,434 |
) |
|
|
(14,614 |
) |
|
|
|
|
Cash received from residual interests in securitizations
|
|
|
136,045 |
|
|
|
193,606 |
|
|
|
140,795 |
|
|
|
|
|
Cash proceeds from sale of previously securitized residuals
|
|
|
16,485 |
|
|
|
53,391 |
|
|
|
142,486 |
|
|
|
|
|
Sales of other available-for-sale securities
|
|
|
9,752 |
|
|
|
15,410 |
|
|
|
14,081 |
|
|
|
|
Purchases of property and equipment, net
|
|
|
(209,458 |
) |
|
|
(123,826 |
) |
|
|
(148,706 |
) |
|
|
|
Payments made for business acquisitions, net of cash acquired
|
|
|
(37,621 |
) |
|
|
(280,865 |
) |
|
|
(26,408 |
) |
|
|
|
Other, net
|
|
|
36,562 |
|
|
|
26,332 |
|
|
|
19,895 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(58,410 |
) |
|
|
(127,386 |
) |
|
|
127,529 |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of commercial paper
|
|
|
(5,191,623 |
) |
|
|
(4,618,853 |
) |
|
|
(9,925,516 |
) |
|
|
|
Proceeds from issuance of commercial paper
|
|
|
5,191,623 |
|
|
|
4,618,853 |
|
|
|
9,925,516 |
|
|
|
|
Repayments of Senior Notes
|
|
|
(250,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Senior Notes
|
|
|
395,221 |
|
|
|
|
|
|
|
|
|
|
|
|
Payments on acquisition debt
|
|
|
(25,664 |
) |
|
|
(59,003 |
) |
|
|
(57,469 |
) |
|
|
|
Dividends paid
|
|
|
(142,988 |
) |
|
|
(138,397 |
) |
|
|
(125,898 |
) |
|
|
|
Acquisition of treasury shares
|
|
|
(530,022 |
) |
|
|
(519,862 |
) |
|
|
(317,570 |
) |
|
|
|
Proceeds from issuance of common stock
|
|
|
136,102 |
|
|
|
119,956 |
|
|
|
126,325 |
|
|
|
|
Other, net
|
|
|
(10,564 |
) |
|
|
31,681 |
|
|
|
(2,572 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(427,915 |
) |
|
|
(565,625 |
) |
|
|
(377,184 |
) |
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
27,468 |
|
|
|
159,452 |
|
|
|
440,080 |
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
1,072,745 |
|
|
|
913,293 |
|
|
|
473,213 |
|
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
$ |
1,100,213 |
|
|
$ |
1,072,745 |
|
|
$ |
913,293 |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
H&R BLOCK 2005 Form 10K
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in 000s, except per share amounts) | |
|
|
| |
|
|
|
|
Convertible | |
|
Accumulated | |
|
|
|
|
|
|
|
|
Common Stock | |
|
Preferred Stock | |
|
Additional | |
|
Other | |
|
|
|
Treasury Stock | |
|
|
|
|
| |
|
| |
|
Paid-In | |
|
Comprehensive | |
|
Retained | |
|
| |
|
Total | |
|
|
|
|
Shares | |
|
Amount | |
|
Shares | |
|
Amount | |
|
Capital | |
|
Income (Loss) | |
|
Earnings | |
|
Shares | |
|
Amount | |
|
Equity | |
|
|
|
Balances at April 30,
2002 (1)
|
|
|
435,891 |
|
|
$ |
4,359 |
|
|
|
|
|
|
$ |
|
|
|
$ |
465,872 |
|
|
$ |
44,128 |
|
|
$ |
1,767,702 |
|
|
|
(73,639 |
) |
|
$ |
(912,641 |
) |
|
$ |
1,369,420 |
|
|
|
Prior year
adjustment (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,645 |
|
|
|
|
|
|
|
|
|
|
|
5,645 |
|
|
|
|
|
|
Balances at April 30,
2002 (2)
|
|
|
435,891 |
|
|
|
4,359 |
|
|
|
|
|
|
|
|
|
|
|
465,872 |
|
|
|
44,128 |
|
|
|
1,773,347 |
|
|
|
(73,639 |
) |
|
|
(912,641 |
) |
|
|
1,375,065 |
|
|
|
Net
income (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
477,615 |
|
|
|
|
|
|
|
|
|
|
|
477,615 |
|
|
|
Unrealized translation gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,415 |
|
|
|
Change in net unrealized gain on marketable
securities (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,188 |
) |
|
|
Shares issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,241 |
|
|
|
|
|
|
|
|
|
|
|
10,140 |
|
|
|
135,409 |
|
|
|
162,650 |
|
|
|
|
Restricted shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
(128 |
) |
|
|
(1,306 |
) |
|
|
(1,301 |
) |
|
|
|
ESPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,095 |
|
|
|
|
|
|
|
|
|
|
|
187 |
|
|
|
2,515 |
|
|
|
3,610 |
|
|
|
Acquisition of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,248 |
) |
|
|
(317,570 |
) |
|
|
(317,570 |
) |
|
|
Cash dividends paid $.35 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125,898 |
) |
|
|
|
|
|
|
|
|
|
|
(125,898 |
) |
|
|
|
|
|
Balances at April 30,
2003 (2)
|
|
|
435,891 |
|
|
|
4,359 |
|
|
|
|
|
|
|
|
|
|
|
494,213 |
|
|
|
59,355 |
|
|
|
2,125,064 |
|
|
|
(76,688 |
) |
|
|
(1,093,593 |
) |
|
|
1,589,398 |
|
|
|
Net
income (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
709,249 |
|
|
|
|
|
|
|
|
|
|
|
709,249 |
|
|
|
Unrealized translation gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,355 |
|
|
|
Change in net unrealized gain on marketable
securities (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,499 |
) |
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,718 |
|
|
|
Shares issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,585 |
|
|
|
|
|
|
|
|
|
|
|
7,856 |
|
|
|
117,975 |
|
|
|
139,560 |
|
|
|
|
Restricted shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
385 |
|
|
|
|
|
|
|
|
|
|
|
145 |
|
|
|
2,103 |
|
|
|
2,488 |
|
|
|
|
ESPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
984 |
|
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
3,821 |
|
|
|
4,805 |
|
|
|
Acquisition of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,266 |
) |
|
|
(519,862 |
) |
|
|
(519,862 |
) |
|
|
Cash dividends paid $.39 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(138,397 |
) |
|
|
|
|
|
|
|
|
|
|
(138,397 |
) |
|
|
|
|
|
Balances at April 30,
2004 (2)
|
|
|
435,891 |
|
|
|
4,359 |
|
|
|
|
|
|
|
|
|
|
|
542,885 |
|
|
|
66,211 |
|
|
|
2,695,916 |
|
|
|
(89,698 |
) |
|
|
(1,489,556 |
) |
|
|
1,819,815 |
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
635,857 |
|
|
|
|
|
|
|
|
|
|
|
635,857 |
|
|
|
Unrealized translation gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,946 |
|
|
|
Change in net unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,439 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,439 |
) |
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,139 |
|
|
|
Shares issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,892 |
|
|
|
|
|
|
|
|
|
|
|
6,959 |
|
|
|
124,263 |
|
|
|
140,155 |
|
|
|
|
Restricted shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,718 |
) |
|
|
|
|
|
|
|
|
|
|
352 |
|
|
|
6,098 |
|
|
|
380 |
|
|
|
|
ESPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,190 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
5,338 |
|
|
|
6,528 |
|
|
|
Acquisition of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,564 |
) |
|
|
(530,022 |
) |
|
|
(530,022 |
) |
|
|
Cash dividends paid $.43 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(142,988 |
) |
|
|
|
|
|
|
|
|
|
|
(142,988 |
) |
|
|
|
|
|
Balances at April 30, 2005
|
|
|
435,891 |
|
|
$ |
4,359 |
|
|
|
|
|
|
$ |
|
|
|
$ |
598,388 |
|
|
$ |
68,718 |
|
|
$ |
3,188,785 |
|
|
|
(104,650 |
) |
|
$ |
(1,883,879 |
) |
|
$ |
1,976,371 |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
(1) |
As previously reported. |
(2) |
As restated, see note 2. |
H&R BLOCK 2005 Form 10K
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
|
|
NOTE 1: |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NATURE OF
OPERATIONS ... Our
operating subsidiaries provide a variety of financial services
to the general public, principally in the
U.S. Specifically, we offer tax return preparation;
origination, sale and servicing of non-prime and prime
mortgages; investment services through a broker-dealer; tax
preparation and related software; refund anticipation loans
offered by a third-party lending institution; and accounting,
tax and consulting services to business clients. Tax preparation
services are also provided in Canada, Australia and the United
Kingdom.
PRINCIPLES OF
CONSOLIDATION ... The
consolidated financial statements include the accounts of the
Company and our wholly-owned and majority-owned subsidiaries.
All material intercompany transactions and balances have been
eliminated.
Some of our subsidiaries operate in regulated industries, and
their underlying accounting records reflect the policies and
requirements of these industries.
RECLASSIFICATIONS ... Certain
reclassifications have been made to prior year amounts to
conform to the current year presentation. The previously
reported International Tax Operations segment has been
aggregated with U.S. Tax Operations in the Tax Services
segment.
We have modified our income statement to present aggregate costs
related to our revenue categories, rather than presenting
operating expenses by their natural classification. All direct
costs, both fixed and variable, of revenues are included in
these categories.
We reclassified $167.7 million and $103.3 million for
fiscal years 2004 and 2003, respectively, from interest income
to gain on sale, representing excess cash received from our
beneficial interest in Trusts. The beneficial interest in Trusts
is reported at fair value at each balance sheet date. Changes in
its fair value are included in current period earnings. The
excess cash received together with the and mark-to-market
adjustment for each period have been classified as gain on sale
of mortgage loans. We also increased gains on sales of mortgage
for fiscal years 2004 and 2003, related to the reclassification
of certain compensation and benefits expenses previously
presented net in revenues.
Deferred taxes and taxes payable have been reclassified for a
change in method of income tax reporting we initiated during
fiscal year 2004 resulting in a decrease to total assets and
liabilities of $101.3 million at April 30, 2004.
These reclassifications had no effect on the results of
operations or stockholders equity as previously reported.
Adjustments related to the restatement of previously issued
financial statements are detailed in note 2.
MANAGEMENT
ESTIMATES ... The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH AND CASH
EQUIVALENTS ... Cash
and cash equivalents include cash on hand, cash due from banks
and securities purchased under agreements to resell. For
purposes of the consolidated balance sheets and consolidated
statements of cash flows, all non-restricted highly liquid
instruments purchased with an original maturity of three months
or less are considered to be cash equivalents. Book overdrafts
included in accounts payable totaled $92.7 million and
$104.8 million at April 30, 2005 and 2004,
respectively.
Our broker-dealer purchases securities under agreements to
resell and accounts for them as collateralized financings. The
securities are carried at the amounts at which the securities
will be subsequently resold, as specified in the respective
agreements. It is our policy to take possession of securities,
subject to resale agreements. The securities are revalued daily
and collateral added whenever necessary to bring market value of
the underlying collateral to a level equal to or greater than
the repurchase amount specified in the contracts.
CASH AND CASH EQUIVALENTS
RESTRICTED ... Cash
and cash equivalents restricted consists primarily
of securities purchased under agreements to resell and cash
which has been segregated in a special reserve account for the
exclusive benefit of customers pursuant to federal regulations
under Rule 15c3-3 of the Securities Exchange Act of 1934.
Also included are cash balances held for outstanding commitments
to fund mortgage loans and funds held to pay payroll taxes on
behalf of customers.
MARKETABLE SECURITIES
TRADING ... Certain
marketable debt securities held by our broker-dealer are
classified as trading, carried at market value based on quoted
prices and marked to market through the consolidated income
statements. Certain residual interests in securitizations of
H&R BLOCK 2005 Form 10K
mortgage loans are classified as trading based on
managements intentions, carried at market value based on
discounted cash flow models and marked to market through the
consolidated income statements. These securities are included in
prepaid expenses and other current assets on the consolidated
balance sheets.
RECEIVABLES FROM CUSTOMERS, BROKERS,
DEALERS AND CLEARING ORGANIZATIONS AND ACCOUNTS PAYABLE TO
CUSTOMERS, BROKERS AND
DEALERS ... Customer
receivables and payables consist primarily of amounts due on
margin and cash transactions. These receivables are
collateralized by customers securities held, which are not
reflected in the accompanying consolidated financial statements.
Receivables from brokers are collateralized by securities in our
physical possession, or on deposit with us, or receivables from
customers or other brokers. The allowance for doubtful accounts
represents an amount considered by management to be adequate to
cover potential losses.
Securities borrowed and securities loaned transactions are
generally reported as collateralized financing. These
transactions require deposits of cash and/or collateral with the
lender. Securities loaned consist of securities owned by
customers that were purchased on margin. When loaning
securities, cash collateral approximately equal to the value of
the securities loaned is received. The amount of cash collateral
is adjusted, as required, for market fluctuations in the value
of the securities loaned. Interest rates paid on the cash
collateral fluctuate as short-term interest rates change.
RECEIVABLES ... Receivables
consist primarily of Business Services accounts receivable
and mortgage loans held for sale. Mortgage loans held for sale
are carried at the lower of aggregate cost or market value as
determined by outstanding commitments from investors or current
investor-yield requirements calculated on an aggregate basis.
The allowance for doubtful accounts requires managements
judgment regarding current market indicators concerning general
economic trends to establish an amount considered by management
to be adequate to cover potential losses related to our
non-mortgage loan receivable balance.
RESIDUAL INTERESTS IN
SECURITIZATIONS ... Residual
interests classified as available-for-sale securities are
carried at market value based on discounted cash flow models
with unrealized gains included in other comprehensive income.
The residual interests are accreted over the estimated life of
the securitization structure. If the carrying value exceeds
market value, the residual is written down to market value with
the realized loss, net of any unrealized gain previously
recorded in other comprehensive income, included in gains on
sales of mortgage assets in the consolidated income statements.
We estimate future cash flows from these residuals and value
them using assumptions we believe to be consistent with those of
unaffiliated third-party purchasers. We estimate the fair value
of residuals by computing the present value of the excess of the
weighted-average interest rate on the loans sold plus estimated
collection of prepayment penalty fee income over the sum of
(1) the coupon on the securitization bonds, (2) a
contractual servicing fee paid to the servicer of the loans,
which is usually Option One, (3) expected losses to be
incurred on the portfolio of the loans sold, as projected to
occur, over the lives of the loans, (4) fees payable to the
trustee and insurer, if applicable, and (5) payments made
to investors on NIM bonds, if applicable. The residual valuation
takes into consideration the current and expected interest rate
environment, including projected changes in future interest
rates and the timing of such changes. Prepayment and loss
assumptions used in estimating the cash flows are based on
evaluation of the actual experience of the servicing portfolio,
the characteristics of the applicable loan portfolio, as well as
also taking into consideration the current and expected economic
and interest rate environment and its expected impact. The
estimated cash flows are discounted at an interest rate we
believe an unaffiliated third-party purchaser would require as a
rate of return on a financial instrument with a similar risk
profile. We evaluate, and adjust if necessary, the fair values
of residual interests quarterly by updating the actual
performance and expected assumptions in the discounted cash flow
models based on current information and events and by
estimating, or validating with third-party experts, if
necessary, what a market participant would use in determining
the current fair value. To the extent that actual excess cash
flows are different from estimated excess cash flows, the fair
value of the residual would increase or decrease.
BENEFICIAL INTEREST IN
TRUSTS
TRADING ... The
beneficial interest in Trusts is recorded as a result of daily
non-prime whole loan sales to Trusts. The beneficial interest is
classified as a trading security, based on managements
intentions, is carried at market value and is marked to market
through the consolidated income statements. Market value is
calculated as the present value of future cash flows, limited by
the ultimate expected outcome from the disposition of the loans
by the Trusts.
MORTGAGE SERVICING
RIGHTS ... MSRs
retained in the sale of mortgage loans are recorded at allocated
carrying amounts based on relative fair values at the time of
the sale. The MSRs are carried at the lower of cost or fair
value. Fair values of MSRs are determined based on the present
value of estimated future cash flows related to servicing loans.
Assumptions used in estimating the value of MSRs include market
discount rates and
H&R BLOCK 2005 Form 10K
anticipated prepayment speeds including default, estimated
ancillary fee income and other economic factors. The prepayment
speeds are estimated using our historical experience and
third-party market sources. The MSRs are amortized to earnings
in proportion to, and over the period of, estimated net future
servicing income. MSRs are reviewed quarterly for potential
impairment. Impairment is assessed based on the fair value of
each risk stratum. MSRs are stratified by the fiscal year of the
loan sale date, which approximates date of origination, and loan
type, usually 6-month adjustable, 2- to 3-year adjustable and
fixed rate.
PROPERTY AND
EQUIPMENT ... Buildings
and equipment are initially recorded at cost and are depreciated
over the estimated useful life of the assets using the
straight-line method. Leasehold improvements are initially
recorded at cost and are amortized over the lesser of the term
of the respective lease or the estimated useful life, using the
straight-line method. Estimated useful lives are 15 to
40 years for buildings, 3 to 5 years for computers and
other equipment and up to 8 years for leasehold
improvements.
We capitalize certain allowable costs associated with software
developed or purchased for internal use. These costs are
amortized over 36 months using the straight-line method.
INTANGIBLE ASSETS AND
GOODWILL ... We
account for intangible assets and goodwill in accordance with
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets,
(SFAS 142). We test goodwill and other
indefinite life intangible assets for impairment annually or
more frequently, whenever events occur or circumstances change
which would, more likely than not, reduce the fair value of a
reporting unit below its carrying value. We have defined our
reporting units as our operating segments or one level below.
The first step of the impairment test is to compare the
estimated fair value of the reporting unit to its carrying
value. If the carrying value is less than fair value, no
impairment exists. If the carrying value is greater than fair
value, a second step is performed to determine the fair value of
goodwill and the amount of impairment loss, if any. These tests
were completed and no indications of goodwill impairment were
found during fiscal year 2005 or 2004. During fiscal year 2003,
impairment charges of $108.8 million and $13.5 million
were recorded in the Investment Services and Business Services
segments, respectively.
In addition, long-lived assets, including intangible assets with
finite lives, are assessed for impairment whenever events or
circumstances indicate the carrying value may not be fully
recoverable by comparing the carrying value to future
undiscounted cash flows. To the extent there is impairment, an
analysis is performed based on several criteria, including, but
not limited to, revenue trends, discounted operating cash flows
and other operating factors to determine the impairment amount.
No material impairment adjustments to other intangible assets or
other long-lived assets were made during the three-year period
ended April 30, 2005. The weighted-average life of
intangible assets with finite lives is nine years.
COMMERCIAL
PAPER ... Short-term
borrowings are used to finance temporary liquidity needs and
various financial activities. There was no commercial paper
outstanding at April 30, 2005 and 2004.
LITIGATION ... Our
policy is to routinely assess the likelihood of any adverse
judgments or outcomes related to legal matters, as well as
ranges of probable losses. A determination of the amount of the
reserves required, if any, for these contingencies is made after
thoughtful analysis of each known issue and an analysis of
historical experience in accordance with Statement of Financial
Accounting Standards No. 5, Accounting for
Contingencies, and related pronouncements. We record
reserves related to certain legal matters for which it is
probable that a loss has been incurred and the range of such
loss can be estimated. With respect to other matters, management
has concluded that a loss is only reasonably possible or remote
and, therefore, no liability is recorded.
INCOME
TAXES ... We
account for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109).
SFAS 109 requires us to record deferred income tax assets
and liabilities for future tax consequences attributable to
differences between the financial statement carrying value of
existing assets and liabilities and their respective tax bases.
Our deferred tax assets include tax loss and credit
carryforwards and are reduced by a valuation allowance if, based
on available evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Our current deferred tax assets are included in prepaid expenses
and other current assets on the consolidated balance sheets.
Noncurrent deferred tax assets are included in other assets on
our consolidated balance sheets.
We file a consolidated Federal tax return on a calendar year
basis.
REVENUE
RECOGNITION ... Service
revenues consist primarily of fees for preparation and filing of
tax returns, both in offices and through our online programs,
fees associated with our POM guarantee program, mortgage
loan-servicing fees, fees for consulting services and brokerage
commissions. Generally, service revenues are recorded in the
period in which the service is performed. Retail and online tax
preparation revenues are recorded when a completed return is
filed or accepted by the customer. POM revenues are deferred and
recognized over the
H&R BLOCK 2005 Form 10K
term of the guarantee based upon historic and actual payment of
claims. Revenues for services rendered in connection with the
Business Services segment are recognized on a time and materials
basis. Investment Services production revenue is
recognized on a trade-date basis.
Gains on sales of mortgage assets are recognized when control of
the assets is surrendered (when loans are sold to Trusts) and
are based on the difference between cash proceeds and the
allocated cost of the assets sold.
Interest income consists primarily of interest earned on
customer margin loan balances and mortgage loans, and accretion
income. Interest income on customer margin loan balances is
recognized daily as earned based on current rates charged to
customers for their margin balance. Accretion income represents
interest earned over the life of residual interests using the
effective interest method.
Product and other revenues include royalties, RAL participation
revenues and sales of software products. Franchise royalties,
which are based upon the contractual percentages of franchise
revenues, are recorded in the period in which the franchise
provides the service. RAL participation revenue is recorded when
we purchase our participation interest in the RAL. Software
revenues consist mainly of tax preparation software and other
personal productivity software. Sales of software are recognized
when the product is sold to the end user.
Revenue recognition is evaluated separately for each unit in
multiple-deliverable arrangements.
ADVERTISING
EXPENSE ... Advertising
costs are expensed the first time the advertisement is run.
Total advertising costs recorded in fiscal year 2005, 2004 and
2003 totaled $195.4 million, $188.3 million and
$150.8 million, respectively.
FOREIGN CURRENCY
TRANSLATION ... Assets
and liabilities of foreign subsidiaries are translated into
U.S. dollars at exchange rates prevailing at the end of the
year. Translation adjustments are recorded as a separate
component of other comprehensive income in stockholders
equity. Revenue and expense transactions are translated at the
average of exchange rates in effect during the period.
COMPREHENSIVE
INCOME ... Statement
of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, establishes standards for reporting
and displaying comprehensive income and its components in
stockholders equity. Our comprehensive income is comprised
of net income, foreign currency translation adjustments and the
change in net unrealized gains or losses on available-for-sale
marketable securities. Included in stockholders equity at
April 30, 2005 and 2004, the net unrealized holding gain on
available-for-sale securities was $71.6 million and
$78.0 million, respectively, and the foreign currency
translation adjustment was $(2.8) million and
$(11.8) million, respectively. The net unrealized holding
gain on available-for-sale securities relates primarily to
residual interests in securitizations.
STOCK-BASED COMPENSATION
PLANS ... Effective
May 1, 2003, we adopted the fair value recognition
provisions of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based
Compensation (SFAS 123), under the
prospective transition method as described in Statement of
Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation Transition and
Disclosure (SFAS 148). We recognize
stock-based compensation expense for the issuance of stock
options, restricted shares and our ESPP on a straight-line basis
over the vesting period. Had compensation cost for all
stock-based compensation plan awards been determined in
accordance with the fair value accounting method prescribed
under SFAS 123, our net income and earnings per share would
have been as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Net income
|
|
$ |
635,857 |
|
|
$ |
709,249 |
|
|
$ |
477,615 |
|
|
|
Add: Stock-based compensation expense included in reported net
income, net of taxes
|
|
|
28,819 |
|
|
|
18,029 |
|
|
|
1,223 |
|
|
|
Deduct: Total stock-based compensation expense determined under
fair value method for all awards, net of taxes
|
|
|
(39,544 |
) |
|
|
(30,662 |
) |
|
|
(21,025 |
) |
|
|
|
|
|
Pro forma net income
|
|
$ |
625,132 |
|
|
$ |
696,616 |
|
|
$ |
457,813 |
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As presented
|
|
$ |
1.92 |
|
|
$ |
2.00 |
|
|
$ |
1.33 |
|
|
|
|
Pro forma
|
|
|
1.89 |
|
|
|
1.97 |
|
|
|
1.27 |
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As presented
|
|
$ |
1.88 |
|
|
$ |
1.96 |
|
|
$ |
1.30 |
|
|
|
|
Pro forma
|
|
|
1.86 |
|
|
|
1.93 |
|
|
|
1.25 |
|
|
|
|
DERIVATIVE
ACTIVITIES ... We
record derivative instruments as assets or liabilities, measured
at fair value. The recognition of gains or losses resulting from
changes in the values of those derivative instruments is based
on the use of each derivative instrument and whether it
qualifies for hedge accounting.
We use financial instruments to mitigate interest rate risk and
loan commitments related to mortgage loans which will be held
for sale. We use forward loan sale commitments, interest rate
swaps and interest rate caps throughout the year to manage our
interest rate risk. We do not enter into derivative transactions
for speculative or trading purposes. None of our derivative
H&R BLOCK 2005 Form 10K
instruments qualify for hedge accounting treatment as of
April 30, 2005 and 2004.
DISCLOSURE REGARDING CERTAIN FINANCIAL
INSTRUMENTS ... The
carrying values reported in the balance sheet for cash
equivalents, receivables, accounts payable, accrued liabilities
and the current portion of long-term debt approximate fair
market value due to the relative short-term nature of the
respective instruments. Residual interests and beneficial
interests in Trusts are recorded at estimated fair value as
discussed above. See note 6 for the fair value of MSRs and
note 10 for fair value of long-term debt.
NEW ACCOUNTING
STANDARDS ... In
December 2004, Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment,
(SFAS 123R) was issued. SFAS 123R requires
all entities to recognize the cost of employee services received
in exchange for awards of equity instruments based on the
grant-date fair value of those awards. Compensation expense must
be recognized for the unvested portions of all awards
outstanding as of the date of adoption. The provisions of this
standard were delayed by the SEC and will be effective as of the
beginning of our fiscal year 2007. We are currently evaluating
what effect the adoption of SFAS 123R will have on our
consolidated financial statements.
In August 2003, we adopted Emerging Issues Task Force Issue
No. 00-21, Revenue Arrangements with Multiple
Deliverables (EITF 00-21).
EITF 00-21 requires consideration received in connection
with arrangements involving multiple revenue generating
activities be measured and allocated to each separate unit of
accounting. Revenue recognition is determined separately for
each unit of accounting within the arrangement. EITF 00-21
impacts revenue recognition related to tax preparation in our
premium tax offices where POM guarantees are included in the
price of a completed tax return. Prior to the adoption of
EITF 00-21, revenues related to POM guarantees at premium
offices were recorded in the same period as tax preparation
revenues. Beginning May 1, 2003, revenues related to POM
guarantees are now initially deferred and recognized over the
guarantee period in proportion to POM claims paid. As a result
of the adoption of EITF 00-21, we recorded a cumulative
effect of a change in accounting principle of $6.4 million,
net of a tax benefit of $4.0 million, as of May 1,
2003.
Revenues recognized during fiscal year 2004, which were
initially recognized in prior periods and recorded as part of
the cumulative effect of a change in accounting principle,
totaled $36.3 million.
Pro forma results, as if EITF 00-21 had been applied during
fiscal year 2003, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
|
|
|
|
Net income
|
|
$ |
477,615 |
|
|
$ |
475,969 |
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.33 |
|
|
$ |
1.32 |
|
|
|
|
Diluted
|
|
|
1.30 |
|
|
|
1.29 |
|
|
|
|
The Financial Accounting Standards Board (FASB)
intends to reissue the exposure draft, Qualifying Special
Purpose Entities and Isolation of Transferred Assets, an
Amendment of FASB Statement No. 140, during the third
quarter of calendar year 2005. The purpose of the proposal is to
provide more specific guidance on the accounting for transfers
of financial assets to a QSPE.
Provisions in the first exposure draft, as well as tentative
decisions reached by the FASB during its deliberations, may
require us to consolidate our current QSPEs (the Trusts)
established in our Mortgage Services segment. As of
April 30, 2005, the Trusts had both assets and liabilities
of $6.7 billion. The provisions of the exposure draft are
subject to FASB due process and are subject to change. We will
continue to monitor the status of the exposure draft, and
consider changes, if any, to current structures as a result of
the proposed rules.
The estimated impact of these new accounting standards reflects
current views. There may be material differences between these
estimates and the actual impact of these standards.
NOTE 2: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
On June 7, 2005, management and the Audit Committee of the
Board of Directors determined that restatement of our previously
issued consolidated financial statements, including financial
statements for the nine months ended January 31, 2005 and
for the fiscal years ended April 30, 2004 and 2003 and all
related interim periods, was appropriate as a result of the
errors noted below.
The restatements did not have any impact on our previously
reported service revenues or on our compliance with any
financial covenant under our lines of credit or other debt
instruments.
The restatement is a result of the following items. All amounts
listed are pretax, unless otherwise noted.
|
|
|
|
▪ |
An error in calculating the gain on sale of residual interests
in fiscal year 2003, resulting in an overstatement in gain on
sales of mortgage assets for that year of $37.6 million.
This error was corrected by deferring a portion of the gain on
sale of residual interests as of the transaction date in fiscal
year |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
2003 and recognizing revenue from the sale as interest income
from accretion of residual interests in subsequent periods.
Interest income from accretion increased $18.4 million and
$1.2 million in fiscal years 2004 and 2003, respectively.
This correction also decreased impairments of residual interests
$4.6 million and decreased comprehensive income
$14.2 million in fiscal year 2004. |
|
|
|
|
▪ |
An error in the calculation of an incentive compensation accrual
at our Mortgage Services segment as of April 30, 2004. This
error resulted in an understatement of compensation expense in
fiscal year 2004 of $12.1 million. |
|
▪ |
An error in accounting for leased properties related to rent
holidays and mandatory rent escalation in our Tax Services,
Mortgage Services and Investment Services segments. We
historically recognized rent expense on a cash basis. We
determined that the lease term should have commenced on the date
we took possession of the leased space and the expense
calculated on a straight-line basis over the lease term. Rent
expense was understated in fiscal years 2004 and 2003 by
$1.3 million and $3.3 million, respectively. The
cumulative overstatement of retained earnings prior to fiscal
year 2003 arising from this error was $4.9 million. |
|
▪ |
An error from the capitalization of certain branch office costs
at our Investment Services segment, which should have been
expensed as incurred. This error resulted in an understatement
of occupancy expenses and an overstatement of depreciation
expense and capital expenditures of a net understatement of
operating expenses of $3.5 million in fiscal year 2004 and
a net $2.1 million in fiscal year 2003, which is included
in selling, general and administrative expenses. The cumulative
overstatement of retained earnings prior to fiscal year 2003
arising from this error was $0.2 million. |
|
▪ |
Errors related to accounting for acquisitions at our Business
Services and Investment Services segments, the largest of which
was the acquisition of OLDE in fiscal year 2000. Deferred taxes
were not provided on the dates of acquisition for the book/tax
basis differences for certain intangible assets. Additionally,
an incorrect life has been used to amortize customer
relationships for OLDE since the date of acquisition. As a
result of these errors, goodwill was understated by
$34.0 million at April 30, 2004 and intangible assets
were overstated by $32.4 million. Additionally, deferred
tax liabilities were understated by $55.7 million at
April 30, 2004. Amortization of customer relationships was
understated by $7.3 million in fiscal years 2004 and 2003,
which is included in selling, general and administrative
expenses. Our provision for income taxes was overstated by
$15.2 million and $13.4 million in fiscal years 2004
and 2003, respectively, related to this error. |
The
cumulative understatement of retained earnings prior to fiscal
year 2003 arising from this error was $14.3 million.
Upon
determining the understatement of goodwill and the resulting
change in the carrying values of the affected reporting units,
we revisited each of the periods in which goodwill impairment
testing was performed. This resulted in additional nondeductible
impairment charges of $84.8 million related to the
acquisition of OLDE and $1.7 million related to a reporting
unit within the Business Services segment in fiscal year 2003.
|
|
|
|
▪ |
Restatement adjustments pertaining to income taxes relate
primarily to purchase accounting restatement adjustments
described above. |
Notes 4, 5, 6, 7, 8, 11, 15, 16, 17, 20, 21 and 22 have
been restated to reflect the above described adjustments.
H&R BLOCK 2005 Form 10K
The following is a summary of the impact of the restatement on
our consolidated statements of income and comprehensive income
for the fiscal years ended April 30, 2004 and 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
|
|
| |
Year Ended April 30, |
|
2004 | |
|
2003 | |
|
|
| |
|
|
As Previously | |
|
|
|
As Previously | |
|
|
|
|
Reported(1) | |
|
Adjustments | |
|
Restated | |
|
Reported(1) | |
|
Adjustments | |
|
Restated | |
|
|
|
Gains on sales of mortgage assets, net
|
|
$ |
913,699 |
|
|
$ |
4,598 |
|
|
$ |
918,297 |
|
|
$ |
864,701 |
|
|
$ |
(37,574 |
) |
|
$ |
827,127 |
|
|
|
Interest income
|
|
|
211,359 |
|
|
|
18,436 |
|
|
|
229,795 |
|
|
|
193,889 |
|
|
|
1,179 |
|
|
|
195,068 |
|
|
|
Total revenues
|
|
|
4,224,846 |
|
|
|
23,034 |
|
|
|
4,247,880 |
|
|
|
3,767,521 |
|
|
|
(36,395 |
) |
|
|
3,731,126 |
|
|
|
Cost of service revenues
|
|
|
1,787,089 |
|
|
|
7,412 |
|
|
|
1,794,501 |
|
|
|
1,623,601 |
|
|
|
2,336 |
|
|
|
1,625,937 |
|
|
|
Cost of other revenues
|
|
|
375,713 |
|
|
|
4,652 |
|
|
|
380,365 |
|
|
|
295,975 |
|
|
|
4,774 |
|
|
|
300,749 |
|
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,777 |
|
|
|
86,474 |
|
|
|
122,251 |
|
|
|
Selling, general and administrative
|
|
|
836,523 |
|
|
|
12,152 |
|
|
|
848,675 |
|
|
|
755,203 |
|
|
|
5,661 |
|
|
|
760,864 |
|
|
|
Total operating expenses
|
|
|
2,999,325 |
|
|
|
24,216 |
|
|
|
3,023,541 |
|
|
|
2,710,556 |
|
|
|
99,245 |
|
|
|
2,809,801 |
|
|
|
Operating income
|
|
|
1,225,521 |
|
|
|
(1,182 |
) |
|
|
1,224,339 |
|
|
|
1,056,965 |
|
|
|
(135,640 |
) |
|
|
921,325 |
|
|
|
Income before taxes
|
|
|
1,164,157 |
|
|
|
(1,182 |
) |
|
|
1,162,975 |
|
|
|
987,077 |
|
|
|
(131,513 |
) |
|
|
855,564 |
|
|
|
Income taxes
|
|
|
459,901 |
|
|
|
(12,534 |
) |
|
|
447,367 |
|
|
|
407,013 |
|
|
|
(29,064 |
) |
|
|
377,949 |
|
|
|
Net income
|
|
|
697,897 |
|
|
|
11,352 |
|
|
|
709,249 |
|
|
|
580,064 |
|
|
|
(102,449 |
) |
|
|
477,615 |
|
|
|
Basic earnings per share
|
|
$ |
1.97 |
|
|
$ |
0.03 |
|
|
$ |
2.00 |
|
|
$ |
1.61 |
|
|
$ |
(.28 |
) |
|
$ |
1.33 |
|
|
|
Diluted earnings per share
|
|
|
1.93 |
|
|
|
0.03 |
|
|
|
1.96 |
|
|
|
1.58 |
|
|
|
(.28 |
) |
|
|
1.30 |
|
|
|
Reclassification adjustment for gains included in income
|
|
$ |
(95,150 |
) |
|
$ |
(14,235 |
) |
|
$ |
(109,385 |
) |
|
$ |
(139,566 |
) |
|
$ |
22,493 |
|
|
$ |
(117,073 |
) |
|
|
Comprehensive income
|
|
|
718,988 |
|
|
|
(2,883 |
) |
|
|
716,105 |
|
|
|
572,798 |
|
|
|
(79,956 |
) |
|
|
492,842 |
|
|
|
|
|
|
(1) |
Amounts presented as previously reported have been
reclassified to conform with current year presentation. See
discussion of reclassifications in note 1. |
The following is a summary of the impact of the restatement on
our consolidated balance sheet as of April 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
April 30, |
|
2004 | |
|
|
| |
|
|
As Previously | |
|
|
|
|
Reported(1) | |
|
Adjustments | |
|
Restated | |
|
|
|
Intangible assets, net
|
|
$ |
325,829 |
|
|
$ |
(32,352 |
) |
|
$ |
293,477 |
|
|
|
Goodwill, net
|
|
|
959,418 |
|
|
|
34,049 |
|
|
|
993,467 |
|
|
|
Property and equipment, net
|
|
|
279,220 |
|
|
|
(5,917 |
) |
|
|
273,303 |
|
|
|
Other assets
|
|
|
308,714 |
|
|
|
(68,333 |
) |
|
|
240,381 |
|
|
|
Total assets
|
|
|
5,295,468 |
|
|
|
(62,736 |
) |
|
|
5,232,732 |
|
|
|
Accrued salaries, wages and payroll taxes
|
|
|
268,747 |
|
|
|
11,620 |
|
|
|
280,367 |
|
|
|
Accrued income taxes
|
|
|
405,668 |
|
|
|
8,200 |
|
|
|
413,868 |
|
|
|
Other noncurrent liabilities
|
|
|
382,168 |
|
|
|
(12,399 |
) |
|
|
369,769 |
|
|
|
Total liabilities
|
|
|
3,398,459 |
|
|
|
14,458 |
|
|
|
3,412,917 |
|
|
|
Accumulated other comprehensive income
|
|
|
57,953 |
|
|
|
8,258 |
|
|
|
66,211 |
|
|
|
Retained earnings
|
|
|
2,781,368 |
|
|
|
(85,452 |
) |
|
|
2,695,916 |
|
|
|
Total stockholders equity
|
|
|
1,897,009 |
|
|
|
(77,194 |
) |
|
|
1,819,815 |
|
|
|
Total liabilities and stockholders equity
|
|
|
5,295,468 |
|
|
|
(62,736 |
) |
|
|
5,232,732 |
|
|
|
|
|
|
(1) |
Amounts presented as previously reported have been
reclassified to conform with current year presentation. See
discussion of reclassifications in note 1. |
H&R BLOCK 2005 Form 10K
The following is a summary of the impact of the restatement on
our consolidated statements of cash flows for fiscal years ended
April 30, 2004 and 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
| |
Year Ended April 30, |
|
2004 | |
|
2003 | |
|
|
| |
|
|
As Previously | |
|
|
|
As Previously | |
|
|
|
|
Reported(1) | |
|
Adjustments | |
|
Restated | |
|
Reported(1) | |
|
Adjustments | |
|
Restated | |
|
|
|
Net income
|
|
$ |
697,897 |
|
|
$ |
11,352 |
|
|
$ |
709,249 |
|
|
$ |
580,064 |
|
|
$ |
(102,449 |
) |
|
$ |
477,615 |
|
|
|
Depreciation and amortization
|
|
|
172,038 |
|
|
|
7,093 |
|
|
|
179,131 |
|
|
|
161,821 |
|
|
|
7,271 |
|
|
|
169,092 |
|
|
|
Provision for deferred taxes on income
|
|
|
11,459 |
|
|
|
(12,445 |
) |
|
|
(986 |
) |
|
|
10,574 |
|
|
|
(40,518 |
) |
|
|
(29,944 |
) |
|
|
Accretion of residual interests in securitizations
|
|
|
(168,030 |
) |
|
|
(18,436 |
) |
|
|
(186,466 |
) |
|
|
(145,165 |
) |
|
|
(1,178 |
) |
|
|
(146,343 |
) |
|
|
Impairment of residual interests in securitizations
|
|
|
30,661 |
|
|
|
(4,598 |
) |
|
|
26,063 |
|
|
|
54,111 |
|
|
|
|
|
|
|
54,111 |
|
|
|
Realized gain on sale of previously securitized residual
interests
|
|
|
(40,689 |
) |
|
|
|
|
|
|
(40,689 |
) |
|
|
(130,881 |
) |
|
|
37,574 |
|
|
|
(93,307 |
) |
|
|
Impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,777 |
|
|
|
86,474 |
|
|
|
122,251 |
|
|
|
Accounts payable, accrued expenses and deposits
|
|
|
(105,737 |
) |
|
|
1,174 |
|
|
|
(104,563 |
) |
|
|
57,658 |
|
|
|
2,796 |
|
|
|
60,454 |
|
|
|
Accrued salaries, wages and payroll taxes
|
|
|
58,468 |
|
|
|
12,053 |
|
|
|
70,521 |
|
|
|
(42,772 |
) |
|
|
(139 |
) |
|
|
(42,911 |
) |
|
|
Accrued income taxes
|
|
|
93,710 |
|
|
|
60 |
|
|
|
93,770 |
|
|
|
99,715 |
|
|
|
12,107 |
|
|
|
111,822 |
|
|
|
Net cash provided by operating activities
|
|
|
856,210 |
|
|
|
(3,747 |
) |
|
|
852,463 |
|
|
|
691,926 |
|
|
|
(2,191 |
) |
|
|
689,735 |
|
|
|
Purchases of property and equipment, net
|
|
|
(127,573 |
) |
|
|
3,747 |
|
|
|
(123,826 |
) |
|
|
(150,897 |
) |
|
|
2,191 |
|
|
|
(148,706 |
) |
|
|
Net cash provided by (used in) investing activities
|
|
|
(131,133 |
) |
|
|
3,747 |
|
|
|
(127,386 |
) |
|
|
125,338 |
|
|
|
2,191 |
|
|
|
127,529 |
|
|
|
|
|
|
(1) |
Amounts presented as previously reported have been
reclassified to conform with current year presentation. See
discussion of reclassifications in note 1. |
The restatement of our consolidated statement of
stockholders equity resulted in an increase of
$5.6 million to retained earnings as of April 30, 2002.
H&R BLOCK 2005 Form 10K
NOTE 3: BUSINESS COMBINATIONS AND DISPOSALS
Significant acquisitions during fiscal years 2005, 2004 and 2003
are as follows. Results for each acquisition are included since
the date of acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Business |
|
Asset Acquired | |
|
Estimated Life | |
|
Asset Value at Acquisition | |
|
|
|
Fiscal year 2005 ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accounting firm Business Services acquisitions
|
|
|
Property and equipment |
|
|
|
|
|
|
$ |
2,497 |
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
9,666 |
|
|
|
|
|
|
Customer relationships |
|
|
|
10 years |
|
|
|
7,730 |
|
|
|
|
|
|
Noncompete agreements |
|
|
|
15 years |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average life |
|
|
|
10 years |
|
|
$ |
19,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2004 ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former major franchise territories
|
|
|
Property and equipment |
|
|
|
|
|
|
$ |
2,697 |
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
205,313 |
|
|
|
|
|
|
Customer relationships |
|
|
|
10 years |
|
|
|
18,167 |
|
|
|
|
|
|
Noncompete agreements |
|
|
|
3 years |
|
|
|
17,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average life |
|
|
|
7 years |
|
|
$ |
243,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting firms
|
|
|
Goodwill |
|
|
|
|
|
|
$ |
3,923 |
|
|
|
|
|
|
Customer relationships |
|
|
|
10 years |
|
|
|
1,794 |
|
|
|
|
|
|
Noncompete agreements |
|
|
|
15 years |
|
|
|
747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average life |
|
|
|
11 years |
|
|
$ |
6,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2003 ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting firms
|
|
|
Goodwill |
|
|
|
|
|
|
$ |
2,404 |
|
|
|
|
|
|
Customer relationships |
|
|
|
10 years |
|
|
|
2,242 |
|
|
|
|
|
|
Noncompete agreements |
|
|
|
15 years |
|
|
|
728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average life |
|
|
|
11 years |
|
|
$ |
5,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During fiscal year 2005, our Business Services segment acquired
six businesses. Cash payments related to these acquisitions
totaled $19.5 million, with additional cash payments of
$0.1 million over the next five years. Goodwill recognized
in these transactions is included in the Business Services
segment and all but $3.8 million is deductible for
tax purposes.
During fiscal year 2004, we made payments of $243.2 million
related to the acquisition of primarily assets and stock in the
franchise territories of ten former major franchisees. The
customer relationships will be amortized based on estimated
customer retention over ten years. The noncompete agreements
will be amortized on a straight-line basis over three years.
Goodwill recognized in these transactions is included in the Tax
Services segment and all but $3.9 million is deductible for
tax purposes.
During fiscal year 2004, we acquired three accounting firms.
Cash payments related to these acquisitions totaled
$6.2 million, with additional cash payments of
$1.0 million over the next five years. The purchase
agreements also provide for possible future contingent
consideration of approximately $3.0 million. Goodwill
recognized in these transactions is deductible for tax purposes
and is included in the Business Services segment.
During fiscal year 2003, we acquired two accounting firms. Cash
payments related to these acquisitions totaled
$2.6 million, with additional cash payments of
$2.8 million over the next five years. The purchase
agreements also provide for possible future contingent
consideration of approximately $0.3 million. Goodwill
recognized in these transactions was $2.4 million, which is
deductible for tax purposes and is included in the Business
Services segment.
During fiscal years 2005, 2004 and 2003, we made other
acquisitions which were accounted for as purchases with cash
payments totaling $14.4 million, $7.9 million and
$3.0 million, respectively. Their operations, which are not
material, are included in the consolidated income statements
since the date of acquisition.
H&R BLOCK 2005 Form 10K
NOTE 4: EARNINGS PER SHARE
Basic earnings per share is computed using the weighted-average
number of common shares outstanding. The dilutive effect of
potential common shares outstanding is included in diluted
earnings per share. The computations of basic and diluted
earnings per share before change in accounting principle are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Net income before change in accounting
|
|
$ |
635,857 |
|
|
$ |
715,608 |
|
|
$ |
477,615 |
|
|
|
Basic weighted average common shares
|
|
|
331,612 |
|
|
|
354,152 |
|
|
|
359,276 |
|
|
|
Dilutive potential shares from stock options and restricted stock
|
|
|
6,012 |
|
|
|
7,450 |
|
|
|
8,878 |
|
|
|
Convertible preferred stock
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
Dilutive weighted average common shares
|
|
|
337,625 |
|
|
|
361,603 |
|
|
|
368,155 |
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.92 |
|
|
$ |
2.02 |
|
|
$ |
1.33 |
|
|
|
|
Diluted
|
|
|
1.88 |
|
|
|
1.98 |
|
|
|
1.30 |
|
|
|
Diluted earnings per share excludes the impact of common shares
issuable upon the lapse of certain restrictions or the exercise
of options to purchase 1.2 million, 4.8 million, and
5.2 million shares of stock for 2005, 2004 and 2003,
respectively, because the options exercise prices were
greater than the average market price of the common shares and
therefore, the effect would be antidilutive.
NOTE 5: MARKETABLE SECURITIES AVAILABLE-FOR-SALE
The amortized cost and market value of marketable securities
classified as available-for-sale at April 30, 2005 and 2004
are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
2005 | |
|
2004 (Restated) | |
|
|
| |
|
|
Gross | |
|
Gross | |
|
|
|
Gross | |
|
Gross | |
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Market | |
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Market | |
|
|
|
|
Cost | |
|
Gains | |
|
Losses(1) | |
|
Value | |
|
Cost | |
|
Gains | |
|
Losses(1) | |
|
Value | |
|
|
|
Municipal bonds
|
|
$ |
9,797 |
|
|
$ |
172 |
|
|
$ |
(1 |
) |
|
$ |
9,968 |
|
|
$ |
8,846 |
|
|
$ |
27 |
|
|
$ |
(78 |
) |
|
$ |
8,795 |
|
|
|
Common stock
|
|
|
4,250 |
|
|
|
308 |
|
|
|
(129 |
) |
|
|
4,429 |
|
|
|
4,661 |
|
|
|
450 |
|
|
|
(82 |
) |
|
|
5,029 |
|
|
|
Residual interests
|
|
|
90,525 |
|
|
|
115,411 |
|
|
|
|
|
|
|
205,936 |
|
|
|
85,100 |
|
|
|
125,873 |
|
|
|
|
|
|
|
210,973 |
|
|
|
|
|
|
|
|
$ |
104,572 |
|
|
$ |
115,891 |
|
|
$ |
(130 |
) |
|
$ |
220,333 |
|
|
$ |
98,607 |
|
|
$ |
126,350 |
|
|
$ |
(160 |
) |
|
$ |
224,797 |
|
|
|
|
|
|
|
|
|
(1) |
Gross unrealized losses have been in a continuous loss position
for less than 12 months. |
We monitor our available-for-sale investment portfolio for
impairment and consider many factors in determining whether the
impairment is deemed to be other-than-temporary. These factors
include, but are not limited to, the length of time the security
has had a market value less than the cost basis, the severity of
the loss, our intent and ability to hold the security for a
period of time sufficient for a recovery in value, recent events
specific to the issuer or industry, external credit ratings and
recent downgrades in such ratings.
Proceeds from the sales of available-for-sale securities were
$26.2 million, $68.8 million and $156.6 million
during fiscal years 2005, 2004 and 2003, respectively. Gross
realized gains on those sales during fiscal years 2005, 2004 and
2003 were $15.8 million, $41.8 million and
$93.9 million, respectively; gross realized losses were
$0.3 million, $0.1 million and
$0.7 million, respectively.
Contractual maturities of available-for-sale debt securities at
April 30, 2005 occur at varying dates over the next five to
ten years. Because expected maturities differ from contractual
maturities due to the issuers rights to prepay certain
obligations
H&R BLOCK 2005 Form 10K
or the sellers rights to call certain obligations, the
first call date, put date or auction date for municipal bonds
and notes is considered the contractual maturity date.
NOTE 6: MORTGAGE BANKING ACTIVITIES
We originate mortgage loans and sell most non-prime loans the
same day the loans are funded to Trusts. These Trusts meet the
criteria of QSPEs and are therefore not consolidated. The sale
is recorded in accordance with Statement of Financial Accounting
Standards No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities (SFAS 140). The Trusts
purchase the loans from us using five warehouse facilities we
arrange. As a result of the whole loan sales to the Trusts, we
remove the mortgage loans from our balance sheet and record the
gain on the sale, cash and a beneficial interest in Trusts,
which represents the ultimate expected outcome from the
disposition of the loans. The beneficial interest in Trusts was
$215.4 million and $153.8 million at April 30,
2005 and 2004, respectively.
The Trusts, as directed by their third-party beneficial interest
holders, either sell the loans directly to third-party investors
or back to us to pool the loans for securitization. The decision
to complete a whole loan sale or a securitization is dependent
on market conditions. If the Trusts choose to sell the mortgage
loans, we receive cash for our beneficial interest in Trusts. In
a securitization transaction, the Trusts transfer the loans to
one of our consolidated subsidiaries, and we transfer our
beneficial interest in Trusts and the loans to a securitization
trust. The securitization trust meets the definition of a QSPE
and is therefore not consolidated. The securitization trust
issues bonds, which are supported by the cash flows from the
pooled loans, to third-party investors. We retain an interest in
the loans in the form of a residual interest and usually assume
the first risk of loss for credit losses in the loan pool. As
the cash flows of the underlying loans and market conditions
change, the value of our residual interest may also change,
resulting in either additional unrealized gains or impairment of
the value of the residual interests. These residual interests
are classified as trading securities. We held no trading
residual interests as of April 30, 2005 and 2004, as all
trading residuals had been securitized.
To accelerate the cash flows from our residual interests, we
securitize the majority of our residual interests in NIM
transactions. In a NIM transaction, the residual interests are
transferred to another QSPE (NIM trust), which then
issues bonds to third-party investors. The proceeds from the
bonds are returned to us as payment for the residual interests.
The bonds are secured by the pooled residual interests and are
obligations of the NIM trust. We retain a subordinated interest
in the NIM trust, and receive cash flows on our residual
interest generally after the bonds issued to the third-party
investors are paid in full. Residual interests retained from NIM
securitizations may also be bundled and sold in a subsequent
securitization. These residual interests are classified as
available-for-sale securities. See note 5.
Prime mortgage loans are sold in whole loan sales, servicing
released, to third-party buyers.
Activity related to residual interests in securitizations
consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
|
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Balance, beginning of year
|
|
$ |
210,973 |
|
|
$ |
264,337 |
|
|
|
Additions (resulting from NIM transactions)
|
|
|
16,914 |
|
|
|
9,007 |
|
|
|
Cash received
|
|
|
(136,045 |
) |
|
|
(193,606 |
) |
|
|
Cash received on sales of residual interests
|
|
|
(16,485 |
) |
|
|
(53,391 |
) |
|
|
Accretion
|
|
|
137,610 |
|
|
|
184,253 |
|
|
|
Impairments of fair value
|
|
|
(12,235 |
) |
|
|
(26,063 |
) |
|
|
Other
|
|
|
|
|
|
|
(6,203 |
) |
|
|
Change in unrealized holding gains arising during the period
|
|
|
5,204 |
|
|
|
32,639 |
|
|
|
|
|
|
Balance, end of year
|
|
$ |
205,936 |
|
|
$ |
210,973 |
|
|
|
|
|
|
|
We sold $31.0 billion and $23.2 billion of mortgage
loans in whole loan sales to the Trusts and other buyers during
the years ended April 30, 2005 and 2004, respectively.
Gains totaling $772.1 million and $915.6 million were
recorded on these sales, respectively.
Residual interests initially valued at $115.7 million and
$328.0 million were securitized in NIM transactions during
the years ended April 30, 2005 and 2004, respectively. Net
cash proceeds of $98.7 million and $310.4 million were
received from the NIM transactions for the years ended
April 30, 2005 and 2004, respectively. Total net additions
to residual interests for the years ended April 30, 2005
and 2004 were $16.9 million and $9.0 million,
respectively.
Cash flows from the residual interests of $136.0 million
and $193.6 million were received from the securitization
trusts for the years ended April 30, 2005 and 2004,
respectively. An additional $16.5 million and
$53.4 million was received during fiscal years 2005 and
2004, respectively, as a result of the sale of previously
securitized residuals, as discussed below. Cash received on the
residual interests is included in investing activities on the
consolidated statements of cash flows.
H&R BLOCK 2005 Form 10K
During fiscal year 2005, we completed sales of previously
securitized residual interests and recorded gains of
$15.4 million. We received cash proceeds of
$16.5 million from the transactions and retained a
$21.5 million residual interest. These sales accelerate
cash flows from the residual interests, effectively realizing
previously recorded unrealized gains included in other
comprehensive income.
During fiscal year 2004, we completed sales of previously
securitized residual interests and recorded gains of
$40.7 million. We received cash proceeds of
$53.4 million from the transaction and retained a residual
interest of $1.5 million.
Residual interests are classified as available-for-sale
securities and are therefore reported at fair value. Gross
unrealized holding gains represent the write-up of residual
interests as a result of lower interest rates, loan losses or
loan prepayments to date than most recently projected in our
valuation models.
Aggregate net unrealized gains on residual interests, which had
not yet been accreted into income, totaled $115.4 million
and $125.9 million at April 30, 2005 and 2004,
respectively. These unrealized gains are recorded net of
deferred taxes in other comprehensive income, and may be
recognized in income in future periods either through accretion
or upon further securitization of the related residual interest.
Included in prepaid expenses and other current assets on our
consolidated balance sheets as of April 30, 2005 and 2004,
is $231.0 million and $212.3 million, respectively, in
default advances, escrow advances and principal and interest
advances related to the servicing of non-prime loans.
Activity related to mortgage servicing rights consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Balance, beginning of year
|
|
$ |
113,821 |
|
|
$ |
99,265 |
|
|
|
Additions
|
|
|
137,510 |
|
|
|
84,274 |
|
|
|
Amortization
|
|
|
(84,191 |
) |
|
|
(69,718 |
) |
|
|
Impairments of fair value
|
|
|
(526 |
) |
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$ |
166,614 |
|
|
$ |
113,821 |
|
|
|
|
|
|
|
Estimated amortization of MSRs for fiscal years 2006, 2007,
2008, 2009 and 2010 is $89.7 million, $49.8 million,
$20.0 million, $5.8 million and $1.3 million,
respectively. The carrying value of MSRs approximates fair value
at April 30, 2005 and 2004.
The key assumptions we used to originally estimate the cash
flows and values of our residual interests are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Estimated credit losses
|
|
|
2.72% |
|
|
|
3.63% |
|
|
|
3.60% |
|
|
|
Discount rate
|
|
|
25.00% |
|
|
|
16.25% |
|
|
|
13.03% |
|
|
|
Variable returns to third-party beneficial interest holders
|
|
LIBOR forward curve at valuation date |
|
|
|
The key assumptions we used to estimate the cash flows and
values of our residual interests and MSRs at April 30 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
| |
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Estimated credit losses residual interests
|
|
|
3.03% |
|
|
|
4.16% |
|
|
|
Discount rate residual interests
|
|
|
21.01% |
|
|
|
19.09% |
|
|
|
Discount rate MSRs
|
|
|
12.80% |
|
|
|
12.80% |
|
|
|
Variable returns to third-party beneficial interest holders
|
|
LIBOR forward curve at valuation date |
|
We originate both adjustable and fixed rate mortgage loans. A
key assumption used to estimate the cash flows and values of the
residual interests is average annualized prepayment speeds.
Prepayment speeds include voluntary prepayments, involuntary
prepayments and scheduled principal payments. Prepayment rate
assumptions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Months Outstanding Without | |
|
|
|
|
Prepayment Penalty | |
|
|
|
|
Prior to | |
|
|
|
|
|
|
Penalty | |
|
| |
|
|
|
|
Expiration | |
|
Zero 3 | |
|
Remaining Life | |
|
|
|
Adjustable rate mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With prepayment penalties
|
|
|
30% |
|
|
|
70% |
|
|
|
44% |
|
|
|
|
Without prepayment penalties
|
|
|
36% |
|
|
|
53% |
|
|
|
40% |
|
|
|
Fixed rate mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With prepayment penalties
|
|
|
29% |
|
|
|
46% |
|
|
|
42% |
|
|
|
|
For fixed rate mortgages without prepayment penalties, we use an
average prepayment rate of 35% over the life of the loans.
Prepayment rate is projected based on actual paydown including
voluntary, involuntary and scheduled principal payments.
Expected static pool credit losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Mortgage Loans Securitized in | |
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
Prior | |
|
|
|
As of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2005
|
|
|
2.83% |
|
|
|
2.30% |
|
|
|
2.08% |
|
|
|
2.53% |
|
|
|
4.52% |
|
|
|
|
April 30, 2004
|
|
|
|
|
|
|
3.92% |
|
|
|
4.35% |
|
|
|
3.58% |
|
|
|
4.46% |
|
|
|
|
Static pool credit losses are calculated by summing the actual
and projected future credit losses and dividing them by the
original balance of each pool of assets.
At April 30, 2005, the sensitivities of the current fair
value of the residual interests and MSRs to 10% and 20% adverse
changes in the above key assumptions are presented in the
following
H&R BLOCK 2005 Form 10K
table. These sensitivities are hypothetical and should be used
with caution. As the figures indicate, changes in fair value
based on a 10% variation in assumptions generally cannot be
extrapolated because the relationship of the change in
assumption to the change in fair value may not be linear. Also
in this table, the effect of a variation of a particular
assumption on the fair value of the retained interest is
calculated without changing any other assumptions; in reality,
changes in one factor may result in changes in another, which
might magnify or counteract the sensitivities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Residential Mortgage Loans | |
|
|
|
|
| |
|
|
|
|
NIM | |
|
Beneficial interest | |
|
|
|
|
Residuals | |
|
in Trusts | |
|
MSRs | |
|
|
|
Carrying amount/fair value of residuals
|
|
$ |
205,936 |
|
|
$ |
215,367 |
|
|
$ |
166,614 |
|
|
|
Weighted average life (in years)
|
|
|
1.3 |
|
|
|
2.3 |
|
|
|
1.2 |
|
|
|
$ impact on fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments (including defaults):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adverse 10%
|
|
$ |
(2,458 |
) |
|
$ |
(12,950 |
) |
|
$ |
(23,801 |
) |
|
|
|
|
Adverse 20%
|
|
|
8,293 |
|
|
|
(20,572 |
) |
|
|
(40,525 |
) |
|
|
|
Credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adverse 10%
|
|
$ |
(32,731 |
) |
|
$ |
(6,962 |
) |
|
|
Not applicable |
|
|
|
|
|
Adverse 20%
|
|
|
(64,368 |
) |
|
|
(13,917 |
) |
|
|
Not applicable |
|
|
|
|
Discount rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adverse 10%
|
|
$ |
(5,158 |
) |
|
$ |
(5,492 |
) |
|
$ |
(2,175 |
) |
|
|
|
|
Adverse 20%
|
|
|
(10,023 |
) |
|
|
(10,730 |
) |
|
|
(4,301 |
) |
|
|
|
Variable interest rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adverse 10%
|
|
$ |
(9,991 |
) |
|
$ |
(36,552 |
) |
|
|
Not applicable |
|
|
|
|
|
Adverse 20%
|
|
|
(20,700 |
) |
|
|
(73,646 |
) |
|
|
Not applicable |
|
|
|
|
Mortgage loans which have been securitized at April 30,
2005 and 2004, past due sixty days or more and the related net
credit losses are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Total Principal | |
|
Principal Amount of Loans | |
|
Net Credit Losses | |
|
|
|
|
Amount of Loans Outstanding | |
|
60 Days or More Past Due | |
|
(net of recoveries) | |
|
|
| |
|
|
April 30, | |
|
April 30, | |
|
Year Ended April 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
|
Residual mortgage loans
|
|
$ |
10,300,805 |
|
|
$ |
15,732,953 |
|
|
$ |
1,128,376 |
|
|
$ |
1,286,069 |
|
|
$ |
132,015 |
|
|
$ |
159,253 |
|
|
|
Warehouse
|
|
|
6,742,387 |
|
|
|
3,244,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
$ |
17,043,192 |
|
|
$ |
18,977,094 |
|
|
$ |
1,128,376 |
|
|
$ |
1,286,069 |
|
|
$ |
132,015 |
|
|
$ |
159,253 |
|
|
|
|
|
|
|
NOTE 7: GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill by segment for the
year ended April 30, 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
|
|
|
2004 | |
|
Additions | |
|
Other | |
|
2005 | |
|
|
|
Tax Services
|
|
$ |
350,044 |
|
|
$ |
10,175 |
|
|
$ |
562 |
|
|
$ |
360,781 |
|
|
|
Mortgage Services
|
|
|
152,467 |
|
|
|
|
|
|
|
|
|
|
|
152,467 |
|
|
|
Business Services
|
|
|
317,002 |
|
|
|
11,513 |
|
|
|
230 |
|
|
|
328,745 |
|
|
|
Investment Services
|
|
|
173,954 |
|
|
|
|
|
|
|
|
|
|
|
173,954 |
|
|
|
|
|
|
|
|
$ |
993,467 |
|
|
$ |
21,688 |
|
|
$ |
792 |
|
|
$ |
1,015,947 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
Goodwill and other indefinite life intangible assets were tested
for impairment in the fourth quarter of fiscal year 2005. An
independent valuation firm was engaged to assist in the test for
selected reporting units. No impairment existed at any of our
reporting units during fiscal year 2005 or 2004. In light of
unsettled market conditions and the severe decline of comparable
business valuations in the investment industry, we engaged an
independent valuation firm in fiscal year 2003 to perform the
goodwill impairment test on the Investment Services segment in
accordance with SFAS 142. Based on this valuation, a
goodwill impairment charge of $108.8 million was recorded
during fiscal year 2003. Also during 2003, our annual impairment
test resulted in an impairment of $13.5 million for a
reporting unit within the Business Services segment. No other
impairments were identified.
The goodwill and intangible assets previously included in
Corporate as of April 30, 2004 have been reclassified to
the Tax Services segment to more appropriately reflect our
segment reporting.
The components of intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-----------------------------------------------------------------------------------------------------------------------(in-000s) | |
|
|
April 30, |
|
2005 | |
|
2004 (Restated) | |
|
|
| |
|
|
|
|
Gross | |
|
|
|
Gross | |
|
|
|
|
|
|
Carrying | |
|
Accumulated | |
|
|
|
Carrying | |
|
Accumulated | |
|
|
|
|
|
|
Amount | |
|
Amortization | |
|
Net | |
|
Amount | |
|
Amortization | |
|
Net | |
|
|
|
Tax Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$ |
23,717 |
|
|
$ |
(7,207 |
) |
|
$ |
16,510 |
|
|
$ |
19,011 |
|
|
$ |
(3,377 |
) |
|
$ |
15,634 |
|
|
|
|
Noncompete agreements
|
|
|
17,677 |
|
|
|
(11,608 |
) |
|
|
6,069 |
|
|
|
17,364 |
|
|
|
(5,724 |
) |
|
|
11,640 |
|
|
|
Business Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
130,585 |
|
|
|
(68,433 |
) |
|
|
62,152 |
|
|
|
121,229 |
|
|
|
(56,313 |
) |
|
|
64,916 |
|
|
|
|
Noncompete agreements
|
|
|
27,796 |
|
|
|
(11,274 |
) |
|
|
16,522 |
|
|
|
27,424 |
|
|
|
(8,670 |
) |
|
|
18,754 |
|
|
|
|
Trade name amortizing
|
|
|
1,450 |
|
|
|
(995 |
) |
|
|
455 |
|
|
|
1,450 |
|
|
|
(926 |
) |
|
|
524 |
|
|
|
|
Trade name non-amortizing
|
|
|
55,637 |
|
|
|
(4,868 |
) |
|
|
50,769 |
|
|
|
55,637 |
|
|
|
(4,868 |
) |
|
|
50,769 |
|
|
|
Investment Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
293,000 |
|
|
|
(198,385 |
) |
|
|
94,615 |
|
|
|
293,000 |
|
|
|
(161,760 |
) |
|
|
131,240 |
|
|
|
|
|
|
|
|
$ |
549,862 |
|
|
$ |
(302,770 |
) |
|
$ |
247,092 |
|
|
$ |
535,115 |
|
|
$ |
(241,638 |
) |
|
$ |
293,477 |
|
|
|
|
|
|
|
Amortization of intangible assets for the years ended
April 30, 2005, 2004 and 2003 was $61.4 million,
$61.5 million and $51.8 million, respectively.
Estimated amortization of intangible assets for fiscal years
2006, 2007, 2008, 2009 and 2010 is $60.6 million,
$51.6 million, $34.4 million, $11.7 million and
$9.8 million, respectively.
NOTE 8: PROPERTY AND EQUIPMENT
The components of property and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
|
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Land
|
|
$ |
23,716 |
|
|
$ |
29,925 |
|
|
|
Buildings
|
|
|
67,031 |
|
|
|
71,923 |
|
|
|
Computers and other equipment
|
|
|
568,986 |
|
|
|
498,373 |
|
|
|
Capitalized software
|
|
|
153,794 |
|
|
|
137,784 |
|
|
|
Leasehold improvements
|
|
|
175,048 |
|
|
|
114,537 |
|
|
|
|
|
|
|
|
|
988,575 |
|
|
|
852,542 |
|
|
|
Less: Accumulated depreciation and amortization
|
|
|
658,425 |
|
|
|
579,239 |
|
|
|
|
|
|
|
|
$ |
330,150 |
|
|
$ |
273,303 |
|
|
|
|
|
|
|
Depreciation and amortization expense for 2005, 2004 and 2003
was $122.5 million, $117.6 million and
$117.3 million, respectively. Included in depreciation and
amortization expense is amortization of capitalized software of
$23.6 million, $28.2 million and
$29.9 million, respectively.
As of April 30, 2005 and 2004, we have property and
equipment under capital lease with a cost of $16.8 million
and $14.1 million, respectively, and accumulated
depreciation of $4.2 million and $2.5 million,
respectively. We have an agreement to lease real estate and
buildings under a noncancelable capital lease for the next
16 years with an option to purchase after three years.
H&R BLOCK 2005 Form 10K
NOTE 9: DERIVATIVE INSTRUMENTS
A summary of our derivative instruments as of April 30,
2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Asset (Liability) | |
|
Gain (Loss) in the | |
|
|
|
|
Balance at April 30, | |
|
Year Ended April 30, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Interest rate swaps
|
|
$ |
(1,325 |
) |
|
$ |
|
|
|
$ |
47,192 |
|
|
$ |
(2,703 |
) |
|
$ |
(5,194 |
) |
|
|
Interest rate caps
|
|
|
12,458 |
|
|
|
|
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
Rate-lock equivalents
|
|
|
801 |
|
|
|
(1,386 |
) |
|
|
2,187 |
|
|
|
(13,917 |
) |
|
|
6,158 |
|
|
|
Prime short sales
|
|
|
(805 |
) |
|
|
2,080 |
|
|
|
(2,420 |
) |
|
|
4,663 |
|
|
|
(5,105 |
) |
|
|
|
|
|
|
|
$ |
11,129 |
|
|
$ |
694 |
|
|
$ |
46,853 |
|
|
$ |
(11,957 |
) |
|
$ |
(4,141 |
) |
|
|
|
|
|
|
We use interest rate swaps and forward loan sale commitments to
reduce interest rate risk associated with non-prime loans. We
generally enter into interest rate swap arrangements related to
existing loan applications with rate-lock commitments and,
beginning at the end of our second quarter, for rate-lock
commitments we expect to make in the next 30 days. Interest
rate swaps represent an agreement to exchange interest rate
payments, effectively converting our fixed financing costs into
a floating rate. These contracts increase in value as rates rise
and decrease in value as rates fall.
We enter into interest rate caps to mitigate interest rate risk
associated with mortgage loans that will be securitized and
residual interests that are classified as trading securities
because they will be sold in a subsequent NIM transaction. The
caps enhance the marketability of the securitization and NIM
transactions. An interest rate cap represents a right to receive
cash if interest rates rise above a contractual strike rate, its
value therefore increases as interest rates rise. The interest
rate used in our interest rate caps is based on LIBOR.
We enter into forward loan commitments to sell our non-prime
mortgage loans to manage interest rate risk. Forward loan sale
commitments for non-prime loans are not considered derivative
instruments and are therefore not recorded in our financial
statements. The notional value and the contract value of the
forward commitments at April 30, 2005 were
$8.7 billion and $8.9 billion, respectively. Most of
our forward commitments give us the option to under- or
over-deliver by five to ten percent.
We, in the normal course of business, enter into commitments
with our customers to fund both non-prime and prime mortgage
loans for specified periods of time at locked-in
interest rates. These derivative instruments represent
commitments to fund loans (rate-lock equivalents).
The fair value of non-prime loan commitments is calculated using
a binomial option model. We adopted SEC Staff Accounting
Bulletin No. 105, Application of Accounting
Principles to Loan Commitments, as of March 31,
2004. Upon adoption, we no longer record an asset for non-prime
commitments to fund loans. The fair value of prime loan
commitments is calculated based on the current market pricing of
short sales of FNMA, FHLMC and GNMA mortgage-backed securities
and the coupon rates of the eligible loans.
We sell short FNMA, FHLMC and GNMA mortgage-backed securities to
reduce our risk related to our commitments to fund fixed-rate
prime loans. The position on certain or all of the fixed-rate
mortgage loans is closed approximately 10-15 days prior to
standard Public Securities Association (PSA)
settlement dates.
We entered into an agreement with Household (subsequently
acquired by HSBC) during fiscal year 2003, whereby we waived our
right to purchase any participation interests in and receive
license fees relating to RALs during the period January 1
through April 30, 2003. In consideration for waiving these
rights, we received a series of payments from Household, subject
to certain adjustments based on delinquency rates on RALs made
by Household through December 31, 2003. This adjustment
provision was accounted for as a derivative and was
marked-to-market monthly through December 31, 2003.
Accordingly, during fiscal year 2004, we recognized
$6.5 million of revenues related to this instrument. The
final settlement in accordance with this agreement was received
in January 2004.
None of our derivative instruments qualify for hedge accounting
treatment as of April 30, 2005 and 2004.
H&R BLOCK 2005 Form 10K
NOTE 10: LONG-TERM DEBT
The components of long-term debt and capital lease obligations
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Senior Notes,
81/2%,
due April 2007
|
|
$ |
498,825 |
|
|
$ |
498,225 |
|
|
|
Senior Notes, 5.125%, due October 2014
|
|
|
397,766 |
|
|
|
|
|
|
|
Business Services acquisition obligations, due from May 2005 to
January 2008
|
|
|
38,022 |
|
|
|
60,768 |
|
|
|
Capital lease obligations
|
|
|
13,550 |
|
|
|
12,512 |
|
|
|
Other obligations
|
|
|
455 |
|
|
|
|
|
|
|
Senior Notes,
63/4%,
due November 2004
|
|
|
|
|
|
|
249,975 |
|
|
|
|
|
|
|
|
|
948,618 |
|
|
|
821,480 |
|
|
|
Less: Current portion
|
|
|
25,545 |
|
|
|
275,669 |
|
|
|
|
|
|
|
|
$ |
923,073 |
|
|
$ |
545,811 |
|
|
|
|
|
|
|
On October 26, 2004, we issued $400.0 million of
5.125% Senior Notes under a shelf registration statement.
The Senior Notes are due October 30, 2014, and are not
redeemable by the bondholders prior to maturity. The net
proceeds of this transaction were used to repay the
$250.0 million in
63/4% Senior
Notes. The remaining proceeds were used for working capital,
capital expenditures, repayment of other debt and other general
corporate purposes.
On April 13, 2000, we issued $500.0 million of
81/2% Senior
Notes under a shelf registration statement. The Senior Notes are
due April 15, 2007, and are not redeemable prior to
maturity. The net proceeds of this transaction were used to
repay a portion of the short-term borrowings that initially
funded the acquisition of OLDE Financial Corporation and
Financial Marketing Services, Inc.
On October 21, 1997, we issued $250.0 million of
63/4% Senior
Notes under a shelf registration statement. The Senior Notes
were due November 1, 2004, and the net proceeds were used
to repay short-term borrowings, which initially funded the
acquisition of Option One.
We have obligations related to Business Services acquisitions of
$38.0 million and $60.8 million at April 30, 2005
and 2004, respectively. The current portion of these amounts is
included in the current portion of long-term debt on the
consolidated balance sheet. The long-term portions are due from
May 2006 to January 2008.
We have a capitalized lease obligation of $13.6 million at
April 30, 2005 that is collateralized by land and
buildings. The obligation is due in 16 years.
The aggregate payments required to retire long-term debt are
$25.5 million, $511.5 million, $1.0 million,
$0.5 million, $0.6 million and $409.5 million in
2006, 2007, 2008, 2009, 2010 and beyond, respectively.
Based upon borrowing rates currently available for indebtedness
with similar terms, the fair value of long-term debt was
approximately $981.8 million and $893.5 million at
April 30, 2005 and 2004, respectively.
NOTE 11: OTHER NONCURRENT LIABILITIES
We have deferred compensation plans that permit directors and
certain employees to defer portions of their compensation and
accrue income on the deferred amounts. Their deferred
compensation and our matching amounts have been accrued.
Included in other noncurrent liabilities are $115.4 million
and $93.4 million at April 30, 2005 and 2004,
respectively, reflecting the liability under these plans. We
purchase whole-life insurance contracts on certain director and
employee participants to recover distributions made or to be
made under the plans and record the cash surrender value of the
policies in other noncurrent assets.
We have recorded $213.4 million and $178.7 million for
obligations to certain government agencies at April 30,
2005 and 2004, respectively.
In connection with our acquisition of the non-attest assets of
McGladrey & Pullen, LLP (M&P) in August
1999, we assumed certain pension liabilities related to
M&Ps retired partners. We make payments in varying
amounts on a monthly basis. Included in other noncurrent
liabilities at April 30, 2005 and 2004 are
$15.9 million and $17.5 million, respectively, related
to this liability.
NOTE 12: STOCKHOLDERS EQUITY
We are authorized to issue 6.0 million shares of Preferred
Stock, without par value. At April 30, 2005, we had
5.6 million shares of authorized but unissued Preferred
Stock. Of the unissued shares, 0.6 million shares have been
designated as Participating Preferred Stock in connection with
our shareholder rights plan.
On March 8, 1995, our Board of Directors authorized the
issuance of a series of 0.5 million shares of nonvoting
Preferred Stock designated as Convertible Preferred Stock,
without par value. In April 1995, 0.4 million shares of
Convertible Preferred Stock were issued in connection with an
acquisition. In addition,
H&R BLOCK 2005 Form 10K
options to purchase 51,828 shares of Convertible
Preferred Stock were issued as a part of the acquisition and
37,399 shares of Convertible Preferred Stock were issued in
connection with these options. Each share of Convertible
Preferred Stock became convertible on April 5, 1998 into
sixteen shares of Common Stock of the Company, subject to
adjustment upon certain events. The holders of the Convertible
Preferred Stock are not entitled to receive dividends paid in
cash, property or securities and, in the event of any
dissolution, liquidation or wind-up of the Company, will share
ratably with the holders of Common Stock then outstanding in the
assets of the Company after any distribution or payments are
made to the holders of Participating Preferred Stock or the
holders of any other class or series of stock of the Company
with preference over the Common Stock.
We grant restricted shares to selected employees under our
stock-based compensation plans. Upon the grant of restricted
shares, unearned compensation is recorded as an offset to
additional paid in capital and is amortized as compensation
expense over the restricted period. The balance of unearned
compensation related to restricted shares at April 30, 2005
and 2004 was $23.7 million and $15.0 million,
respectively.
NOTE 13: STOCK-BASED COMPENSATION AND RETIREMENT
BENEFITS
We have four stock-based compensation plans: the 2003 Long-Term
Executive Compensation Plan, the 1989 Stock Option Plan for
Outside Directors, the 1999 Stock Option Plan for Seasonal
Employees, and the 2000 ESPP. The shareholders have approved all
of our stock-based compensation plans.
The 2003 Plan replaced the 1993 Long-Term Executive Compensation
Plan, effective July 1, 2003. The 1993 Plan terminated at
that time, except with respect to outstanding awards thereunder.
The shareholders had approved the 1993 Plan in September 1993 to
replace the 1984 Long-Term Executive Compensation Plan, which
terminated at that time except with respect to outstanding
awards thereunder. Under the 2003 and 1989 plans, options may be
granted to selected employees and outside directors to purchase
our Common Stock for periods not exceeding 10 years at a
price that is not less than 100% of fair market value on the
date of the grant.
Options granted under the 2003 Plan are exercisable either
(1) starting one year after the date of the grant,
(2) starting one, two or three years after the date of the
grant on a cumulative basis at the annual rate of
331/3%
of the total number of option shares, or (3) starting three
years after the date of the grant on a cumulative basis at the
rate of 40%, 30%, and 30% over the following three years. In
addition, certain option grants have accelerated vesting
provisions based on our stock price reaching specified levels.
Options granted under the 1989 Plan for Outside Directors prior
to June 30, 2004 are exercisable starting one year after
the date of grant on a cumulative basis at an annual rate of
331/3%
of the total number of option shares. Beginning with the grant
on June 30, 2004, options granted under this Plan are fully
vested and immediately exercisable as of the date of grant.
Under the 2003 and 1989 plans, restricted shares of our common
stock may be granted to selected employees. Restricted shares
granted vest either (1) starting one or three years after
the grant on a cumulative basis at an annual rate of
331/3%
of the total number of shares, or (2) at the end of three
years.
The 1999 Stock Option Plan for Seasonal Employees provided for
the grant of options on June 30, 2004, 2003 and 2002 at the
market price on the date of the grant. The options are
exercisable during September through November in each of the two
years following the calendar year of the grant, subject to
certain conditions.
H&R BLOCK 2005 Form 10K
Changes during the years ended April 30, 2005, 2004 and
2003 under the stock-based compensation plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shares in 000s) | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
|
Weighted- | |
|
|
|
Weighted- | |
|
|
|
Weighted- | |
|
|
|
|
Average | |
|
|
|
Average | |
|
|
|
Average | |
|
|
|
|
Shares | |
|
Exercise Price | |
|
Shares | |
|
Exercise Price | |
|
Shares | |
|
Exercise Price | |
|
|
|
Options outstanding, beginning of year
|
|
|
28,964 |
|
|
$ |
17.93 |
|
|
|
31,544 |
|
|
$ |
16.07 |
|
|
|
31,820 |
|
|
$ |
13.17 |
|
|
|
Options granted
|
|
|
7,604 |
|
|
|
23.86 |
|
|
|
7,488 |
|
|
|
22.03 |
|
|
|
10,728 |
|
|
|
22.16 |
|
|
|
Options exercised
|
|
|
(6,959 |
) |
|
|
18.62 |
|
|
|
(7,854 |
) |
|
|
14.56 |
|
|
|
(10.196 |
) |
|
|
12.33 |
|
|
|
Options expired/cancelled
|
|
|
(2,506 |
) |
|
|
22.21 |
|
|
|
(2,214 |
) |
|
|
17.26 |
|
|
|
(808 |
) |
|
|
17.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of year
|
|
|
27,103 |
|
|
|
19.02 |
|
|
|
28,964 |
|
|
|
17.93 |
|
|
|
31,544 |
|
|
|
16.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares exercisable, end of year
|
|
|
13,268 |
|
|
|
15.89 |
|
|
|
13,336 |
|
|
|
15.39 |
|
|
|
13,672 |
|
|
|
12.61 |
|
|
|
Restricted shares granted
|
|
|
980 |
|
|
|
23.89 |
|
|
|
1,028 |
|
|
|
21.97 |
|
|
|
90 |
|
|
|
22.32 |
|
|
|
Restricted shares vested
|
|
|
352 |
|
|
|
21.66 |
|
|
|
144 |
|
|
|
11.90 |
|
|
|
126 |
|
|
|
10.51 |
|
|
|
Restricted shares outstanding, end of year
|
|
|
1,554 |
|
|
|
23.20 |
|
|
|
1,020 |
|
|
|
21.96 |
|
|
|
200 |
|
|
|
14.58 |
|
|
|
Shares reserved for future option or restricted stock grants,
end of year
|
|
|
9,889 |
|
|
|
|
|
|
|
9,880 |
|
|
|
|
|
|
|
14,563 |
|
|
|
|
|
|
|
|
A summary of stock options outstanding and exercisable at
April 30, 2005 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shares in 000s) | |
|
|
| |
|
|
Outstanding | |
|
Exercisable | |
|
|
| |
|
|
Number | |
|
Weighted-Average | |
|
Weighted- | |
|
Number | |
|
Weighted- | |
|
|
|
|
Outstanding | |
|
Remaining | |
|
Average | |
|
Exercisable | |
|
Average | |
|
|
|
|
at April 30 | |
|
Contractual Life | |
|
Exercise Price | |
|
at April 30 | |
|
Exercise Price | |
|
|
|
$ 8.06 10.95
|
|
|
3,480 |
|
|
|
4 years |
|
|
$ |
9.08 |
|
|
|
3,426 |
|
|
$ |
9.08 |
|
|
|
$ 11.06 13.91
|
|
|
2,462 |
|
|
|
4 years |
|
|
|
12.99 |
|
|
|
2,457 |
|
|
|
12.99 |
|
|
|
$ 16.05 19.98
|
|
|
5,849 |
|
|
|
7 years |
|
|
|
16.67 |
|
|
|
3,006 |
|
|
|
16.73 |
|
|
|
$ 20.00 23.16
|
|
|
7,966 |
|
|
|
8 years |
|
|
|
22.23 |
|
|
|
4,161 |
|
|
|
22.02 |
|
|
|
$ 23.50 29.48
|
|
|
7,346 |
|
|
|
9 years |
|
|
|
24.15 |
|
|
|
218 |
|
|
|
27.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,103 |
|
|
|
|
|
|
|
|
|
|
|
13,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ESPP provides the option to purchase shares of our Common
Stock through payroll deductions to a majority of the employees
of our subsidiaries. The purchase price of the stock is 90% of
the lower of either the fair market value of our Common Stock on
the first trading day within the Option Period or on the last
trading day within the Option Period. The Option Periods are
six-month periods beginning January 1 and July 1 each year.
During fiscal years 2005 and 2004, 300,976 and
254,492 shares, respectively, were purchased under the ESPP
out of a total authorized 6.0 million shares.
During fiscal years 2005 and 2004, we recorded compensation
expense under the fair value method using the Black-Scholes
option-pricing model on the date of the grant. The pro forma
effect on fiscal year 2003 is disclosed in note 1. The
following weighted-average assumptions and fair values were used
for
H&R BLOCK 2005 Form 10K
stock option grants and ESPP options during the following
periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Stock option grants management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
3.86% |
|
|
|
2.64% |
|
|
|
3.82% |
|
|
|
|
Expected life
|
|
|
5 years |
|
|
|
5 years |
|
|
|
5 years |
|
|
|
|
Expected volatility
|
|
|
32.07% |
|
|
|
31.13% |
|
|
|
29.30% |
|
|
|
|
Dividend yield
|
|
|
1.84% |
|
|
|
1.63% |
|
|
|
1.59% |
|
|
|
|
Weighted average fair value
|
|
$ |
5.87 |
|
|
$ |
5.01 |
|
|
$ |
5.12 |
|
|
|
Stock option grants seasonal:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.60% |
|
|
|
1.21% |
|
|
|
2.82% |
|
|
|
|
Expected life
|
|
|
2 years |
|
|
|
2 years |
|
|
|
2 years |
|
|
|
|
Expected volatility
|
|
|
27.65% |
|
|
|
31.97% |
|
|
|
28.71% |
|
|
|
|
Dividend yield
|
|
|
1.85% |
|
|
|
1.66% |
|
|
|
1.39% |
|
|
|
|
Weighted average fair value
|
|
$ |
3.29 |
|
|
$ |
3.03 |
|
|
$ |
2.96 |
|
|
|
ESPP options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.17% |
|
|
|
.97% |
|
|
|
1.45% |
|
|
|
|
Expected life
|
|
|
6 months |
|
|
|
6 months |
|
|
|
6 months |
|
|
|
|
Expected volatility
|
|
|
21.18% |
|
|
|
38.14% |
|
|
|
44.38% |
|
|
|
|
Dividend yield
|
|
|
1.82% |
|
|
|
1.55% |
|
|
|
1.60% |
|
|
|
|
Weighted average fair value
|
|
$ |
3.84 |
|
|
$ |
4.98 |
|
|
$ |
4.51 |
|
|
|
|
We have 401(k) defined contribution plans covering all full-time
employees following the completion of an eligibility period. Our
contributions to these plans are discretionary and totaled
$33.4 million, $28.9 million and $20.7 million
for fiscal years 2005, 2004 and 2003, respectively.
NOTE 14: SHAREHOLDER RIGHTS PLAN
On July 25, 1998, the rights under a shareholder rights
plan, adopted by our Board of Directors on March 25, 1998,
became effective. The 1998 plan was adopted to deter coercive or
unfair takeover tactics and to prevent a potential acquirer from
gaining control of the Company without offering a fair price to
all of our stockholders. Under the 1998 plan, a dividend of one
right (a Right) per share was declared and paid on
each share of our Common Stock outstanding on July 25,
1998. Rights automatically attach to shares issued after such
date.
Under the 1998 plan, a Right becomes exercisable when a person
or group of persons acquires beneficial ownership of 15% or more
of the outstanding shares of our Common Stock without the prior
written approval of our Board of Directors (an Unapproved
Stock Acquisition), and at the close of business on the
tenth business day following the commencement of, or the public
announcement of an intent to commence, a tender offer that would
result in an Unapproved Stock Acquisition. We may, prior to any
Unapproved Stock Acquisition, amend the plan to lower such 15%
threshold to not less than the greater of (1) any
percentage greater than the largest percentage of beneficial
ownership by any person or group of persons then known by the
Company, and (2) 10% (in which case the acquisition of such
lower percentage of beneficial ownership then constitutes an
Unapproved Stock Acquisition and the Rights become exercisable).
When exercisable, the registered holder of each Right may
purchase from the Company one four-hundredth of a share of a
class of our Participating Preferred Stock, without par value,
at a price of $53.75, subject to adjustment. The registered
holder of each Right then also has the right (the
Subscription Right) to purchase for the exercise
price of the Right, in lieu of shares of Participating Preferred
Stock, a number of shares of our Common Stock having a market
value equal to twice the exercise price of the Right. Following
an Unapproved Stock Acquisition, if we are involved in a merger,
or 50% or more of our assets or earning power are sold, the
registered holder of each Right has the right (the Merger
Right) to purchase for the exercise price of the Right a
number of shares of the common stock of the surviving or
purchasing company having a market value equal to twice the
exercise price of the Right.
After an Unapproved Stock Acquisition, but before any person or
group of persons acquires 50% or more of the outstanding shares
of our Common Stock, the Board of Directors may exchange all or
part of the then outstanding and exercisable Rights for Common
Stock at an exchange ratio of one share of Common Stock per
Right (the Exchange). Upon any such Exchange, the
right of any holder to exercise a Right terminates. Upon the
occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right or
the ability of the Board of Directors to effect the Exchange,
the Rights held by the acquiring person or group under the new
plan will become void as they relate to the Subscription Right,
the Merger Right or the Exchange.
We may redeem the Rights at a price of $.0003125 per Right
at any time prior to the earlier of (1) an Unapproved Stock
H&R BLOCK 2005 Form 10K
Acquisition, or (2) the expiration of the rights. The
Rights under the plan will expire on March 25, 2008, unless
extended by the Board of Directors. Until a Right is exercised,
the holder thereof, as such, will have no rights as a
stockholder of the Company, including the right to vote or to
receive dividends. The issuance of the Rights alone has no
dilutive effect and does not affect reported earnings per share.
NOTE 15: INCOME TAXES
The components of income upon which domestic and foreign income
taxes have been provided are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Domestic
|
|
$ |
1,013,844 |
|
|
$ |
1,150,450 |
|
|
$ |
844,565 |
|
|
|
Foreign
|
|
|
3,871 |
|
|
|
12,525 |
|
|
|
10,999 |
|
|
|
|
|
|
|
|
$ |
1,017,715 |
|
|
$ |
1,162,975 |
|
|
$ |
855,564 |
|
|
|
|
|
|
|
Deferred income tax provisions (benefits) reflect the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The current and
deferred components of taxes on income are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
384,735 |
|
|
$ |
389,557 |
|
|
$ |
361,676 |
|
|
|
|
State
|
|
|
37,192 |
|
|
|
54,169 |
|
|
|
40,964 |
|
|
|
|
Foreign
|
|
|
2,276 |
|
|
|
4,627 |
|
|
|
5,253 |
|
|
|
|
|
|
|
|
|
424,203 |
|
|
|
448,353 |
|
|
|
407,893 |
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(39,770 |
) |
|
|
(895 |
) |
|
|
(27,610 |
) |
|
|
|
State
|
|
|
(1,666 |
) |
|
|
(87 |
) |
|
|
(1,646 |
) |
|
|
|
Foreign
|
|
|
(909 |
) |
|
|
(4 |
) |
|
|
(688 |
) |
|
|
|
|
|
|
|
|
(42,345 |
) |
|
|
(986 |
) |
|
|
(29,944 |
) |
|
|
|
|
|
Total provision for income taxes before change in accounting
principle
|
|
|
381,858 |
|
|
|
447,367 |
|
|
|
377,949 |
|
|
|
Income tax on cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(4,031 |
) |
|
|
|
|
|
|
Income tax included in comprehensive income
|
|
|
(3,991 |
) |
|
|
(3,387 |
) |
|
|
(1,387 |
) |
|
|
|
|
|
Total income taxes
|
|
$ |
377,867 |
|
|
$ |
439,949 |
|
|
$ |
376,562 |
|
|
|
|
|
|
|
The following table reconciles the provision for income taxes at
the federal statutory rate of 35% to income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Statutory tax
|
|
$ |
356,200 |
|
|
$ |
407,041 |
|
|
$ |
299,447 |
|
|
|
Increases in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State income taxes, net of Federal income tax benefit
|
|
|
25,552 |
|
|
|
26,652 |
|
|
|
24,093 |
|
|
|
|
Impairment of non-deductible goodwill
|
|
|
|
|
|
|
|
|
|
|
42,788 |
|
|
|
|
Other
|
|
|
106 |
|
|
|
13,674 |
|
|
|
11,621 |
|
|
|
|
|
|
Total income tax expense
|
|
$ |
381,858 |
|
|
$ |
447,367 |
|
|
$ |
377,949 |
|
|
|
|
|
|
Effective tax rate
|
|
|
37.5% |
|
|
|
38.5% |
|
|
|
44.2% |
|
|
|
|
The components of deferred taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
|
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Gross deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$ |
53,006 |
|
|
$ |
55,643 |
|
|
|
|
Allowance for credit losses and related reserves
|
|
|
35,116 |
|
|
|
23,099 |
|
|
|
|
Net operating losses
|
|
|
3,524 |
|
|
|
270 |
|
|
|
|
|
|
|
|
Current
|
|
|
91,646 |
|
|
|
79,012 |
|
|
|
|
|
|
|
Residual interest income
|
|
|
131,580 |
|
|
|
114,743 |
|
|
|
|
Deferred and stock-based compensation
|
|
|
61,111 |
|
|
|
34,724 |
|
|
|
|
Property and equipment
|
|
|
31,379 |
|
|
|
6,107 |
|
|
|
|
Net operating losses
|
|
|
20,018 |
|
|
|
23,661 |
|
|
|
|
|
|
|
|
Noncurrent
|
|
|
244,088 |
|
|
|
179,235 |
|
|
|
|
|
|
|
|
|
335,734 |
|
|
|
258,247 |
|
|
|
|
Valuation allowance
|
|
|
(20,018 |
) |
|
|
(23,661 |
) |
|
|
|
|
|
|
|
|
315,716 |
|
|
|
234,586 |
|
|
|
|
|
|
Gross deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and revenue deferred for tax
|
|
|
(13,454 |
) |
|
|
(15,040 |
) |
|
|
|
|
|
|
|
Current
|
|
|
(13,454 |
) |
|
|
(15,040 |
) |
|
|
|
|
|
|
Mortgage servicing rights
|
|
|
(61,190 |
) |
|
|
(38,005 |
) |
|
|
|
Intangible assets
|
|
|
(100,923 |
) |
|
|
(87,728 |
) |
|
|
|
|
|
|
|
Noncurrent
|
|
|
(162,113 |
) |
|
|
(125,733 |
) |
|
|
|
|
|
Net deferred tax assets
|
|
$ |
140,149 |
|
|
$ |
93,813 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
We believe the net deferred tax asset at April 30, 2005 of
$140.1 million is realizable. We have federal taxable
income in excess of $2.3 billion and substantial state
taxable income in the carry-back period, as well as a history of
growth in earnings and prospects for continued earnings growth.
As of April 30, 2005, we had net operating loss
carryforwards for tax purposes in various states and foreign
countries of approximately $363.6 million. If not used,
these carryforwards will expire in varying amounts during fiscal
years 2006 through 2024.
We intend to indefinitely reinvest foreign earnings, therefore,
a provision has not been made for income taxes which might be
payable upon remittance of such earnings. Moreover, due to the
availability of foreign income tax credits, management believes
the amount of federal income taxes would be immaterial in the
event foreign earnings were repatriated.
We have not reevaluated our position with respect to the
indefinite reinvestment of foreign earnings to take into account
the possible election of the repatriation provisions contained
in the American Jobs Creation Act of 2004. The status of our
evaluation of these provisions is described in the following
section.
AMERICAN JOBS CREATION ACT OF
2004 ... The
American Jobs Creation Act of 2004 (the Act),
enacted on October 22, 2004, provides for a temporary 85%
dividends received deduction on certain foreign earnings
repatriated during a one-year period. The deduction would result
in an approximate 5.25% federal tax rate on any repatriated
earnings. To qualify for the deduction, the earnings must be
reinvested in the U.S. pursuant to a domestic reinvestment
plan established by a companys chief executive officer and
approved by the companys board of directors. Certain other
criteria in the Act must be satisfied as well. Our one-year
period during which the qualifying distributions can be made
ends on December 31, 2005.
We have begun our evaluation of the effects of the Act, but do
not expect to be able to complete this evaluation until
additional clarifying language on key elements of the Act is
issued. As of April 30, 2005, we have not provided deferred
taxes on foreign earnings because we intended to indefinitely
reinvest such earnings outside the U.S. Whether we will
ultimately take advantage of this provision depends on our
review of the Act and any additional guidance provided and we
are therefore currently uncertain as to the impact, if any, this
matter will have on our consolidated financial statements, and
are unable to estimate the amount of earnings we may repatriate.
NOTE 16: SUPPLEMENTAL CASH FLOW INFORMATION
We made the following cash payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Income taxes paid
|
|
$ |
437,427 |
|
|
$ |
331,635 |
|
|
$ |
247,057 |
|
|
|
Interest paid
|
|
|
82,535 |
|
|
|
84,551 |
|
|
|
84,094 |
|
|
|
|
We characterized the following as non-cash investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
|
Additions to residual interests
|
|
$ |
16,914 |
|
|
$ |
9,007 |
|
|
$ |
753 |
|
|
|
Residual interest mark-to-market
|
|
|
95,929 |
|
|
|
167,065 |
|
|
|
9,176 |
|
|
|
|
NOTE 17: COMMITMENTS, CONTINGENCIES AND RISKS
COMMITMENTS AND
CONTINGENCIES ... At
April 30, 2005, we maintained $2.0 billion in back-up
credit facilities to support the commercial paper program and
for general corporate purposes. The first $1.0 billion
unsecured committed line of credit (CLOC) is subject
to annual renewal in August 2005, has a one-year term-out
provision with a maturity date in August 2006 and has an annual
facility fee of ten basis points per annum. The second
$1.0 billion CLOC has a maturity date of August 2009 and
has an annual facility fee of twelve basis points per annum.
Among other provisions, the credit agreement limits our
indebtedness.
We maintain a revolving credit facility in an amount not to
exceed $125.0 million (Canadian) in Canada to support a
commercial paper program with varying borrowing levels
H&R BLOCK 2005 Form 10K
throughout the year, reaching its peak during February and March
for the Canadian tax season.
We offer guarantees under our POM program to tax clients whereby
we will assume the cost, subject to certain limits, of
additional tax assessments, up to a cumulative per client limit
of $5,000, attributable to tax return preparation error for
which we are responsible. We defer all revenues and direct costs
associated with these guarantees, recognizing these amounts over
the term of the guarantee based upon historic and actual payment
of claims. The related current asset is included in prepaid
expenses and other current assets. The related liability is
included in accounts payable, accrued expenses and other on the
consolidated balance sheets. The related noncurrent asset and
liability are included in other assets and other noncurrent
liabilities, respectively, on the consolidated balance sheets. A
loss on these POM guarantees would be recognized if the sum of
expected costs for services exceeded unearned revenue. The
deferred revenue liability increased in fiscal year 2004 by
$61.5 million due to the change in accounting principle.
The changes in the deferred revenue liability for the fiscal
years ended April 30, 2005 and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
April 30, |
|
2005 | |
|
2004 | |
|
|
|
Balance, beginning of year
|
|
$ |
123,048 |
|
|
$ |
49,280 |
|
|
|
Amounts deferred for new guarantees issued
|
|
|
77,756 |
|
|
|
81,803 |
|
|
|
Revenue recognized on previous deferrals
|
|
|
(70,042 |
) |
|
|
(69,522 |
) |
|
|
Adjustment resulting from change in accounting principle
|
|
|
|
|
|
|
61,487 |
|
|
|
|
|
|
Balance, end of year
|
|
$ |
130,762 |
|
|
$ |
123,048 |
|
|
|
|
|
|
|
We have commitments to fund mortgage loans to customers as long
as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or
other termination clauses. The commitments to fund loans
amounted to $3.9 billion and $2.6 billion at
April 30, 2005 and 2004, respectively. External market
forces impact the probability of commitments being exercised,
and therefore, total commitments outstanding do not necessarily
represent future cash requirements.
We have entered into whole loan sale agreements with investors
in the normal course of business, which include standard
representations and warranties customary to the mortgage banking
industry. Violations of these representations and warranties may
require us to repurchase loans previously sold. In accordance
with these loan sale agreements, we repurchased loans with an
outstanding principal balance of $195.3 million and
$192.3 million during the fiscal years ended April 30,
2005 and 2004, respectively. A liability has been established
related to the potential loss on repurchase of loans previously
sold of $41.2 million and $25.2 million at
April 30, 2005 and 2004, respectively. Repurchased loans
are normally sold in subsequent sale transactions. On an ongoing
basis, we monitor the adequacy of this liability, which is
established upon the initial sale of the loans, and is included
in accounts payable, accrued expenses and deposits in the
consolidated balance sheets. In determining the adequacy of the
recourse liability, we consider such factors as known problem
loans, underlying collateral values, historical loan loss
experience, assessment of economic conditions and other
appropriate data to identify the risks in the mortgage loans
held for sale.
We are responsible for servicing mortgage loans for others of
$47.5 billion and subservicing loans of $20.5 billion
at April 30, 2005.
We are required, under the terms of our securitizations, to
build and/or maintain overcollateralization (OC) to
specified levels, using the excess cash flows received, until
specified percentages of the securitized portfolio are attained.
We fund the OC account from the proceeds of the sale. Future
cash flows to the residual holder are used to amortize the bonds
until a specific percentage of either the original or current
balance is retained, which is specified in the securitization
agreement. The bondholders recourse to us for credit
losses is limited to the excess cash flows received and the
amount of OC held by the trust. Upon maturity of the bonds, any
remaining amounts in the trust are distributed. The estimated
future cash flows to be distributed to us are included as part
of the residual valuation and are valued upon distribution from
the OC account. As of April 30, 2005 and 2004,
$309.5 million and $316.0 million, respectively, was
maintained in various OC accounts. These accounts are not assets
of the Company and are not reflected in the accompanying
consolidated financial statements, other than to the extent
potential OC cash flows are included as part of residual
interest valuations.
Option One provides a guarantee up to a maximum amount equal to
approximately 10% of the aggregate principal balance of mortgage
loans held by the Trusts before ultimate disposition of the
loans by the Trusts. This guarantee would be called upon in the
event adequate proceeds were not available from the sale of the
mortgage loans to satisfy the current or ultimate payment
obligations of the Trusts. No losses have been sustained on this
commitment since its inception. The total principal amount of
Trust obligations outstanding as of April 30, 2005 and 2004
was $6.7 billion and $3.2 billion, respectively. The
fair value of mortgage loans held by the Trusts as of
April 30, 2005 and 2004 was $6.8 billion and
$3.3 billion, respectively.
We are required, in the event of non-delivery of customers
securities owed to us by other broker-dealers or by our
H&R BLOCK 2005 Form 10K
customers, to purchase identical securities in the open market.
Such purchases could result in losses not reflected in the
accompanying consolidated financial statements.
As of April 30, 2005, we had pledged securities totaling
$44.6 million, which satisfied margin deposit requirements
of $36.7 million.
We monitor the credit standing of brokers and dealers and
customers with whom we do business. In addition, we monitor the
market value of collateral held and the market value of
securities receivable from others, and seek to obtain additional
collateral if insufficient protection against loss exists.
We have various contingent purchase price obligations in
connection with prior acquisitions. In many cases, contingent
payments to be made in connection with these acquisitions are
not subject to a stated limit. We estimate the potential
payments (undiscounted) total approximately
$5.1 million as of April 30, 2005. Our estimate is
based on current financial conditions. Should actual results
differ materially from the assumptions, the potential payments
will differ from the above estimate. Such payments, if and when
paid, would be recorded as additional goodwill.
At April 30, 2005, we had a receivable from M&P of
$13.8 million. This amount is included in receivables in
the consolidated balance sheet. Commitments exist to loan
M&P the lower of the value of their accounts receivable,
work-in-process and fixed assets or $75.0 million, on a
revolving basis through August 30, 2005, subject to certain
termination clauses. This revolving facility bears interest at
prime rate plus four and one-half percent on the outstanding
amount and a commitment fee of one-half percent per annum on the
unused portion of the commitment. The loan is fully secured by
the accounts receivable, work-in-process and fixed assets of
M&P. We anticipate entering into a new revolving facility,
which will extend the loan past August 30, 2005.
We have contractual commitments to fund certain franchises
requesting Franchise Equity Lines of Credit (FELCs).
The commitment to fund FELCs as of April 30, 2005 totaled
$68.9 million, with a related receivable balance of
$39.0 million included in the consolidated balance sheets.
The receivable represents the amount drawn on the FELCs as of
April 30, 2005.
We are self-insured for certain risks, including certain
employee health and benefit, workers compensation,
property and general liability claims, and claims related to our
POM program. We issued three standby letters of credit to
servicers paying claims related to our POM, errors and omissions
and workers compensation insurance policies. These letters
of credit are for amounts not to exceed $10.7 million,
$3.0 million and $0.9 million, respectively. At
April 30, 2005 there were no balances outstanding on these
letters of credit.
HRBFA has letters of credit with a financial institution with a
credit limit of $125.0 million. There were no borrowings on
these letters of credit during fiscal years 2005 or 2004 and no
outstanding balance at April 30, 2005 or 2004.
During fiscal year 2004, we announced plans to construct a new
world headquarters facility in downtown Kansas City, Missouri.
We are in negotiations to enter into contractual commitments
with the City of Kansas City and a general contractor for the
construction of the building. As of April 30, 2005, no
commitment for the total cost of the building had been
negotiated. We expect the remaining expenditure associated with
this building to be approximately $143.1 million, which
will be paid over the next two fiscal years.
We routinely enter into contracts that include embedded
indemnifications that have characteristics similar to
guarantees. Other guarantees and indemnifications of the Company
and its subsidiaries include obligations to protect counter
parties from losses arising from the following: (1) tax,
legal and other risks related to the purchase or disposition of
businesses; (2) penalties and interest assessed by federal
and state taxing authorities in connection with tax returns
prepared for clients; (3) indemnification of our directors
and officers; and (4) third-party claims relating to
various arrangements in the normal course of business.
Typically, there is no stated maximum payment related to these
indemnifications, and the term of indemnities may vary and in
many cases is limited only by the applicable statute of
limitations. The likelihood of any claims being asserted against
us and the ultimate liability related to any such claims, if
any, is difficult to predict. While we cannot provide assurance
we will ultimately prevail in the event any such claims are
asserted, we believe the fair value of these guarantees and
indemnifications is not material as of April 30, 2005.
Substantially all of the operations of our subsidiaries are
conducted in leased premises. Most of the operating leases are
for periods ranging from 3 years to 5 years, with
renewal options and provide for fixed monthly rentals.
Future minimum lease commitments at April 30, 2005 are as
follows:
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
|
2006
|
|
$ |
229,768 |
|
|
|
2007
|
|
|
186,111 |
|
|
|
2008
|
|
|
127,153 |
|
|
|
2009
|
|
|
81,608 |
|
|
|
2010
|
|
|
43,337 |
|
|
|
2011 and beyond
|
|
|
40,634 |
|
|
|
|
|
|
|
|
$ |
708,611 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
Our rent expense for fiscal years 2005, 2004 and 2003 totaled
$275.3 million, $241.2 million and
$215.5 million, respectively.
In the regular course of business, we are subject to routine
examinations by federal, state and local taxing authorities. In
managements opinion, the disposition of matters raised by
such taxing authorities, if any, in such tax examinations would
not have a material adverse impact on our consolidated financial
statements.
RISKS ... Loans
to borrowers who do not meet traditional underwriting criteria,
or non-prime borrowers, present a higher level of risk of
default than prime loans, because of previous credit problems,
higher debt-to-income levels, lack of income documentation or
limited credit history. Loans to non-prime borrowers also
involve additional liquidity risks, as these loans generally
have a more limited secondary market than prime loans. The
actual rates of delinquencies, foreclosures and losses on loans
to non-prime borrowers could be higher under adverse economic
conditions than those currently experienced in the mortgage
lending industry in general. While we believe the underwriting
procedures and appraisal processes we employ enable us to
mitigate certain risks inherent in loans made to these
borrowers, no assurance can be given that such procedures or
processes will afford adequate protection against such risks.
Commitments to fund loans involve, to varying degrees, elements
of credit risk and interest rate risk in excess of the amount
recognized in the financial statements. Credit risk is mitigated
by our evaluation of the creditworthiness of potential borrowers
on a case-by-case basis.
Risks to the stability of Mortgage Services include external
events impacting the asset-backed securities market, such as the
level of and fluctuations in interest rates, real estate and
other asset values, changes in the securitization market and
competition.
NOTE 18: LITIGATION COMMITMENTS AND CONTINGENCIES
We have been involved in a number of class actions and putative
class action cases since 1990 regarding our RAL programs. These
cases are based on a variety of legal theories and allegations.
These theories and allegations include, among others, that
(i) we improperly did not disclose license fees we received
from RAL lending banks for RALs they make to our clients,
(ii) we owe and breached a fiduciary duty to our clients
and (iii) the RAL program violates laws such as state
credit service organization laws and the federal Racketeer
Influenced and Corrupt Organizations (RICO) Act.
Although we have successfully defended many RAL cases, we
incurred a pretax expense of $43.5 million in fiscal year
2003 in connection with settling one RAL case. Several of the
RAL cases are still pending and the amounts claimed in some of
them are very substantial. The ultimate cost of this litigation
could be substantial. We intend to continue defending the RAL
cases vigorously, although there are no assurances as to
their outcome.
As discussed in our Form 8-K dated May 9, 2005, we
initially recorded litigation reserves of approximately
$38.0 million, after taxes in connection with a proposed
settlement of Lynne A. Carnegie, et al. v. Household
International, Inc., H&R Block, Inc., et al.,
(formerly Joel E. Zawikowski, et al. v. Beneficial National
Bank, H&R Block, Inc., Block Financial Corporation,
et al.). In negotiating the proposed settlement and in
determining the amount of consideration we were willing to pay
under the proposed settlement, we ascribed significant value to
the expanded class of plaintiffs to be covered by the proposed
settlement and settlement terms that reduced the likelihood of
future claims being made against us regarding our RAL programs.
As a result of the May 26, 2005 court ruling to deny the
settlement offer, we reversed our legal reserves to amounts
representing our assessment of our probable loss.
We are also parties to claims and lawsuits pertaining to our
electronic tax return filing services and our POM guarantee
program associated with income tax preparation services. These
claims and lawsuits include actions by individual plaintiffs, as
well as cases in which plaintiffs seek to represent a class of
similarly situated customers. The amounts claimed in these
claims and lawsuits are substantial in some instances, and the
ultimate liability with respect to such litigation and claims is
difficult to predict. We intend to continue defending these
cases vigorously, although there are not assurances as to
their outcome.
In addition to the aforementioned types of cases, we are parties
to claims and lawsuits that we consider to be ordinary, routine
disputes incidental to our business (Other Claims and
Lawsuits), including claims and lawsuits concerning the
preparation of customers income tax returns, the fees
charged customers for various services, investment products,
relationships with franchisees, contract disputes and civil
actions, arbitrations, regulatory inquiries and class actions
arising out of our business as a broker-dealer and as a servicer
of mortgage loans. We believe we have meritorious defenses to
each of the Other Claims and Lawsuits and are defending, or
intend to defend, them vigorously. Although we cannot provide
assurance we will ultimately prevail in each instance, we
believe that amounts, if any, required to be paid in the
discharge of liabilities or settlements pertaining to Other
Claims and Lawsuits will not
H&R BLOCK 2005 Form 10K
have a material adverse effect on our consolidated financial
statements. Regardless of outcome, claims and litigation can
adversely affect us due to defense costs, diversion of
management and publicity related to such matters.
It is our policy to accrue for amounts related to legal matters
if it is probable that a liability has been incurred and the
amount of the liability can be reasonably estimated. Many of the
various legal proceedings are covered in whole, or in part, by
insurance. Any receivable for insurance recoveries is recorded
separate from the corresponding litigation reserve, and only if
recovery is determined to be probable. Receivables for insurance
recoveries at April 30, 2005 were immaterial.
NOTE 19: SUBSEQUENT EVENT
On June 8, 2005, our Board of Directors declared a
two-for-one stock split of the Companys Common Stock in
the form of a 100% stock distribution, effective August 22,
2005, to shareholders of record as of the close of business on
August 1, 2005. All share and per share amounts have been
adjusted to reflect the retroactive effect of the stock split
for all periods presented.
Additionally, we have corrected certain amounts set forth in the
2004 and 2003 condensed consolidating financial information in
note 22 which were inadvertently not updated in our
original Form 10-K filing.
NOTE 20: SEGMENT INFORMATION
The principal business activity of our operating subsidiaries is
providing tax and financial services and products to the general
public. Management has determined the reportable segments
identified below according to types of services offered and the
manner in which operational decisions are made. We operate in
the following reportable segments:
TAX
SERVICES ... This
segment is primarily engaged in providing tax return preparation
and related services and products in the U.S., Canada, Australia
and the United Kingdom. Segment revenues include fees earned for
tax-related services performed at company-owned tax offices,
royalties from franchise offices, sales of tax preparation and
other software, fees from online tax preparation, and payments
related to RALs. This segment includes the Companys tax
preparation software TaxCut® from H&R
Block, and other personal productivity software offered to the
general public, and offers online do-it-yourself-tax
preparation, online tax advice to the general public through the
www.hrblock.com website. Revenues of this segment are
seasonal in nature.
Our international operations contributed $110.0 million,
$97.6 million and $85.1 million in revenues for fiscal
years 2005, 2004 and 2003, respectively, and $11.3 million,
$11.1 million and $10.5 million of pretax income,
respectively. The previously reported International Tax
Operations segment has been aggregated with U.S. Tax
Operations in the Tax Services segment, and prior year results
have been reclassified to reflect this change.
MORTGAGE
SERVICES ... This
segment is primarily engaged in the origination of non-prime
mortgage loans, sales and securitizations of mortgage assets and
servicing of non-prime loans in the U.S. This segment
mainly offers, through a network of independent mortgage
brokers, a flexible product line to borrowers who are
creditworthy but do not meet traditional underwriting criteria.
Prime mortgage loan products, as well as the same flexible
product line available through brokers, are offered through
H&R Block Mortgage Corporation retail offices and some other
retail offices.
BUSINESS
SERVICES ... This
segment offers middle-market companies accounting, tax and
consulting services, wealth management, retirement resources,
payroll services, corporate finance, and financial process
outsourcing. This segment offers services through offices
located throughout the U.S. Revenues of this segment are
seasonal in nature.
INVESTMENT
SERVICES ... This
segment is primarily engaged in offering investment services and
securities products through H&R Block Financial Advisors,
Inc., a full-service securities broker-dealer, to the general
public. Investment advice and services are primarily offered
through H&R Block Financial Advisors branch offices.
CORPORATE ... This
segment consists primarily of corporate support departments that
provide services to our operating segments. These support
departments consist of marketing, information technology,
facilities, human resources, executive, legal, finance,
government relations and corporate communications. These support
department costs are largely allocated to our operating
segments. Our captive insurance and franchise financing
subsidiaries are also included within this segment, as was our
small business initiatives subsidiary in fiscal years 2004 and
2003. The pretax loss from our Corporate segment for fiscal year
2005 includes a non-operating gain of $17.3 million, or
$0.03 per diluted share, resulting from
legal recoveries.
IDENTIFIABLE
ASSETS ... Identifiable
assets are those assets, including goodwill and intangible
assets, associated with each reportable segment. The remaining
assets are classified as corporate assets and consist primarily
of cash, marketable securities and equipment.
H&R BLOCK 2005 Form 10K
Information concerning the Companys operations by
reportable segment as of and for the years ended April 30,
2005, 2004 and 2003 is as follows. See note 2 for details
of the restatement of our previously issued financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
| |
|
|
| |
|
|
|
2004 | |
|
|
2003 | |
|
|
Year Ended April 30, |
|
2005 | |
|
|
As Reported | |
|
Adjustments | |
|
Restated | |
|
|
As Reported | |
|
Adjustments | |
|
Restated | |
|
|
| |
|
|
| |
|
|
| |
REVENUES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
2,358,293 |
|
|
|
$ |
2,191,177 |
|
|
$ |
|
|
|
$ |
2,191,177 |
|
|
|
$ |
1,946,763 |
|
|
$ |
|
|
|
$ |
1,946,763 |
|
|
|
|
Mortgage Services
|
|
|
1,246,018 |
|
|
|
|
1,300,675 |
|
|
|
23,034 |
|
|
|
1,323,709 |
|
|
|
|
1,186,475 |
|
|
|
(36,395 |
) |
|
|
1,150,080 |
|
|
|
|
Business Services
|
|
|
573,316 |
|
|
|
|
499,210 |
|
|
|
|
|
|
|
499,210 |
|
|
|
|
434,140 |
|
|
|
|
|
|
|
434,140 |
|
|
|
|
Investment Services
|
|
|
239,244 |
|
|
|
|
229,470 |
|
|
|
|
|
|
|
229,470 |
|
|
|
|
200,794 |
|
|
|
|
|
|
|
200,794 |
|
|
|
|
Corporate
|
|
|
3,148 |
|
|
|
|
4,314 |
|
|
|
|
|
|
|
4,314 |
|
|
|
|
(651 |
) |
|
|
|
|
|
|
(651 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,420,019 |
|
|
|
$ |
4,224,846 |
|
|
$ |
23,034 |
|
|
$ |
4,247,880 |
|
|
|
$ |
3,767,521 |
|
|
$ |
(36,395 |
) |
|
$ |
3,731,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE
TAXES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
663,518 |
|
|
|
$ |
638,689 |
|
|
$ |
(196 |
) |
|
$ |
638,493 |
|
|
|
$ |
557,542 |
|
|
$ |
(839 |
) |
|
$ |
556,703 |
|
|
|
|
Mortgage Services
|
|
|
496,093 |
|
|
|
|
678,261 |
|
|
|
10,262 |
|
|
|
688,523 |
|
|
|
|
693,950 |
|
|
|
(37,626 |
) |
|
|
656,324 |
|
|
|
|
Business Services
|
|
|
29,871 |
|
|
|
|
19,321 |
|
|
|
(9 |
) |
|
|
19,312 |
|
|
|
|
(14,118 |
) |
|
|
(1,915 |
) |
|
|
(16,033 |
) |
|
|
|
Investment Services
|
|
|
(75,370 |
) |
|
|
|
(64,446 |
) |
|
|
(11,168 |
) |
|
|
(75,614 |
) |
|
|
|
(128,292 |
) |
|
|
(91,129 |
) |
|
|
(219,421 |
) |
|
|
|
Corporate
|
|
|
(96,397 |
) |
|
|
|
(107,668 |
) |
|
|
(71 |
) |
|
|
(107,739 |
) |
|
|
|
(122,005 |
) |
|
|
(4 |
) |
|
|
(122,009 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,017,715 |
|
|
|
$ |
1,164,157 |
|
|
$ |
(1,182 |
) |
|
$ |
1,162,975 |
|
|
|
$ |
987,077 |
|
|
$ |
(131,513 |
) |
|
$ |
855,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
Restated | |
|
Restated | |
|
|
Year Ended April 30, |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
DEPRECIATION AND
AMORTIZATION ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
79,079 |
|
|
$ |
76,279 |
|
|
$ |
61,487 |
|
|
|
|
Mortgage Services
|
|
|
31,043 |
|
|
|
24,428 |
|
|
|
21,703 |
|
|
|
|
Business Services
|
|
|
23,591 |
|
|
|
23,104 |
|
|
|
23,135 |
|
|
|
|
Investment Services
|
|
|
48,662 |
|
|
|
54,378 |
|
|
|
61,254 |
|
|
|
|
Corporate
|
|
|
1,492 |
|
|
|
942 |
|
|
|
1,513 |
|
|
|
|
|
|
|
|
$ |
183,867 |
|
|
$ |
179,131 |
|
|
$ |
169,092 |
|
|
|
|
|
|
|
Goodwill impairments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Services
|
|
|
|
|
|
|
|
|
|
|
13,459 |
|
|
|
|
|
Investment Services
|
|
|
|
|
|
|
|
|
|
|
108,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,251 |
|
|
|
|
|
|
|
|
$ |
183,867 |
|
|
$ |
179,131 |
|
|
$ |
291,343 |
|
|
|
|
|
|
|
CAPITAL
EXPENDITURES ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
74,297 |
|
|
$ |
50,204 |
|
|
$ |
65,469 |
|
|
|
|
Mortgage Services
|
|
|
56,613 |
|
|
|
28,176 |
|
|
|
38,204 |
|
|
|
|
Business Services
|
|
|
22,582 |
|
|
|
18,003 |
|
|
|
15,248 |
|
|
|
|
Investment Services
|
|
|
9,503 |
|
|
|
10,531 |
|
|
|
13,371 |
|
|
|
|
Corporate
|
|
|
46,463 |
|
|
|
16,912 |
|
|
|
16,414 |
|
|
|
|
|
|
|
|
$ |
209,458 |
|
|
$ |
123,826 |
|
|
$ |
148,706 |
|
|
|
|
|
|
|
IDENTIFIABLE
ASSETS ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Services
|
|
$ |
716,981 |
|
|
$ |
666,548 |
|
|
$ |
354,617 |
|
|
|
|
Mortgage Services
|
|
|
1,336,920 |
|
|
|
1,108,022 |
|
|
|
1,241,772 |
|
|
|
|
Business Services
|
|
|
701,763 |
|
|
|
637,542 |
|
|
|
677,334 |
|
|
|
|
Investment Services
|
|
|
1,481,127 |
|
|
|
1,624,383 |
|
|
|
1,423,716 |
|
|
|
|
Corporate
|
|
|
1,302,492 |
|
|
|
1,196,237 |
|
|
|
969,063 |
|
|
|
|
|
|
|
|
$ |
5,539,283 |
|
|
$ |
5,232,732 |
|
|
$ |
4,666,502 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
NOTE 21: QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s, except per share amounts) | |
| |
|
|
|
|
As Reported | |
|
As Restated | |
|
|
Fiscal Year 2005 Quarter Ended | |
|
Fiscal Year 2005 | |
|
April 30, 2005 | |
|
January 31, 2005 | |
|
January 31, 2005 | |
|
|
|
Revenues
|
|
|
|
|
|
$ |
4,420,019 |
|
|
$ |
2,355,279 |
|
|
$ |
1,032,007 |
|
|
$ |
1,036,236 |
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
|
|
|
|
1,017,715 |
|
|
|
1,003,055 |
|
|
|
151,683 |
|
|
|
153,278 |
|
|
|
Income taxes
|
|
|
|
|
|
|
381,858 |
|
|
|
376,349 |
|
|
|
59,991 |
|
|
|
57,513 |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$ |
635,857 |
|
|
$ |
626,706 |
|
|
$ |
91,692 |
|
|
$ |
95,765 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
|
|
$ |
1.92 |
|
|
$ |
1.89 |
|
|
$ |
.28 |
|
|
$ |
.29 |
|
|
|
Diluted earnings per share
|
|
|
|
|
|
$ |
1.88 |
|
|
$ |
1.86 |
|
|
$ |
.27 |
|
|
$ |
.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
As Reported | |
|
As Restated | |
|
As Reported | |
|
As Restated | |
|
|
Fiscal Year 2005 Quarter Ended | |
|
October 31, 2004 | |
|
October 31, 2004 | |
|
July 31, 2004 | |
|
July 31, 2004 | |
|
|
|
Revenues
|
|
|
|
|
|
$ |
539,255 |
|
|
$ |
541,953 |
|
|
$ |
482,711 |
|
|
$ |
486,551 |
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
|
|
|
|
(85,924 |
) |
|
|
(79,818 |
) |
|
|
(72,564 |
) |
|
|
(58,800 |
) |
|
|
Income taxes
|
|
|
|
|
|
|
(33,725 |
) |
|
|
(29,946 |
) |
|
|
(28,481 |
) |
|
|
(22,058 |
) |
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$ |
(52,199 |
) |
|
$ |
(49,872 |
) |
|
$ |
(44,083 |
) |
|
$ |
(36,742 |
) |
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
|
|
$ |
(.16 |
) |
|
$ |
(.15 |
) |
|
$ |
(.13 |
) |
|
$ |
(.11 |
) |
|
|
Diluted earnings per share
|
|
|
|
|
|
$ |
(.16 |
) |
|
$ |
(.15 |
) |
|
$ |
(.13 |
) |
|
$ |
(.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
As Reported | |
|
As Restated | |
|
As Reported | |
|
As Restated | |
|
As Reported | |
|
|
Fiscal Year 2004 Quarter Ended |
|
Fiscal Year 2004 | |
|
Fiscal Year 2004 | |
|
April 30, 2004 | |
|
April 30, 2004 | |
|
January 31, 2004 | |
|
|
|
Revenues
|
|
$ |
4,224,846 |
|
|
$ |
4,247,880 |
|
|
$ |
2,197,760 |
|
|
$ |
2,200,935 |
|
|
$ |
962,830 |
|
|
|
|
|
|
Income before taxes
|
|
|
1,164,157 |
|
|
|
1,162,975 |
|
|
|
952,074 |
|
|
|
949,469 |
|
|
|
176,120 |
|
|
|
Income taxes
|
|
|
459,901 |
|
|
|
447,367 |
|
|
|
376,439 |
|
|
|
365,237 |
|
|
|
69,394 |
|
|
|
|
|
|
Net income before change in accounting principle
|
|
|
704,256 |
|
|
|
715,608 |
|
|
|
575,635 |
|
|
|
584,232 |
|
|
|
106,726 |
|
|
|
Cumulative effect of change in accounting principle
|
|
|
(6,359 |
) |
|
|
(6,359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
697,897 |
|
|
$ |
709,249 |
|
|
$ |
575,635 |
|
|
$ |
584,232 |
|
|
$ |
106,726 |
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
1.99 |
|
|
$ |
2.02 |
|
|
$ |
1.65 |
|
|
$ |
1.68 |
|
|
$ |
.30 |
|
|
|
|
Net income
|
|
|
1.97 |
|
|
|
2.00 |
|
|
|
1.65 |
|
|
|
1.68 |
|
|
|
.30 |
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
1.95 |
|
|
$ |
1.98 |
|
|
$ |
1.62 |
|
|
$ |
1.64 |
|
|
$ |
.29 |
|
|
|
|
Net income
|
|
|
1.93 |
|
|
|
1.96 |
|
|
|
1.62 |
|
|
|
1.64 |
|
|
|
.29 |
|
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fiscal Year 2004 Quarter |
|
As Restated | |
|
As Reported | |
|
As Restated | |
|
As Reported | |
|
As Restated | |
|
|
Ended | |
|
January 31, 2004 | |
|
October 31, 2003 | |
|
October 31, 2003 | |
|
July 31, 2003 | |
|
July 31, 2003 | |
|
|
|
Revenues
|
|
$ |
974,520 |
|
|
$ |
568,872 |
|
|
$ |
573,267 |
|
|
$ |
495,384 |
|
|
$ |
499,158 |
|
|
|
|
|
|
Income before taxes
|
|
|
181,406 |
|
|
|
17,134 |
|
|
|
15,390 |
|
|
|
18,829 |
|
|
|
16,710 |
|
|
|
Income taxes
|
|
|
69,782 |
|
|
|
6,758 |
|
|
|
5,920 |
|
|
|
7,310 |
|
|
|
6,428 |
|
|
|
|
|
|
Net income before change in accounting principle
|
|
|
111,624 |
|
|
|
10,376 |
|
|
|
9,470 |
|
|
|
11,519 |
|
|
|
10,282 |
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,359 |
) |
|
|
(6,359 |
) |
|
|
|
|
|
Net income
|
|
$ |
111,624 |
|
|
$ |
10,376 |
|
|
$ |
9,470 |
|
|
$ |
5,160 |
|
|
$ |
3,923 |
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
.32 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
|
|
Net income
|
|
|
.32 |
|
|
|
.03 |
|
|
|
.03 |
|
|
|
.01 |
|
|
|
.01 |
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before change in accounting principle
|
|
$ |
.31 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
$ |
.03 |
|
|
|
|
Net income
|
|
|
.31 |
|
|
|
.03 |
|
|
|
.03 |
|
|
|
.01 |
|
|
|
.01 |
|
|
|
|
We restated our previously issued consolidated financial
statements, including each of the quarters in the nine months
ended January 31, 2005 and the fiscal years ended
April 30, 2004 and 2003. See note 2 for a detailed
description of each restatement issue. The following is a
summary of the impact of the restatement on our quarterly
consolidated income statements for fiscal years 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
|
Fiscal Year 2005 Quarter Ended |
|
January 31, 2005 | |
|
October 31, 2004 | |
|
July 31, 2004 | |
|
|
Impact on |
|
Revenues | |
|
Pretax Income | |
|
Revenues | |
|
Pretax Income | |
|
Revenues | |
|
Pretax Income | |
|
|
|
Purchase accounting
|
|
$ |
|
|
|
$ |
(1,831 |
) |
|
$ |
|
|
|
$ |
(1,831 |
) |
|
$ |
|
|
|
$ |
(1,831 |
) |
|
|
Sales of previously securitized residual interests
|
|
|
4,229 |
|
|
|
4,229 |
|
|
|
2,698 |
|
|
|
2,698 |
|
|
|
3,840 |
|
|
|
3,840 |
|
|
|
Lease accounting
|
|
|
|
|
|
|
(1,207 |
) |
|
|
|
|
|
|
(414 |
) |
|
|
|
|
|
|
(175 |
) |
|
|
Incentive compensation accrual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,070 |
|
|
|
Improper capitalization
|
|
|
|
|
|
|
404 |
|
|
|
|
|
|
|
5,653 |
|
|
|
|
|
|
|
(140 |
) |
|
|
|
|
|
|
|
$ |
4,229 |
|
|
$ |
1,595 |
|
|
$ |
2,698 |
|
|
$ |
6,106 |
|
|
$ |
3,840 |
|
|
$ |
13,764 |
|
|
|
Income tax (benefit)
|
|
|
|
|
|
|
(2,478 |
) |
|
|
|
|
|
|
3,779 |
|
|
|
|
|
|
|
6,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$ |
4,073 |
|
|
|
|
|
|
$ |
2,327 |
|
|
|
|
|
|
$ |
7,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fiscal Year 2004 Quarter Ended |
|
April 30, 2004 | |
|
January 31, 2004 | |
|
|
Impact on |
|
Revenues | |
|
Pretax Income | |
|
Revenues | |
|
Pretax Income | |
|
|
|
Purchase accounting
|
|
$ |
|
|
|
$ |
(1,831 |
) |
|
$ |
|
|
|
$ |
(1,831 |
) |
|
|
Sales of previously securitized residual interests
|
|
|
3,175 |
|
|
|
3,175 |
|
|
|
11,690 |
|
|
|
11,690 |
|
|
|
Lease accounting
|
|
|
|
|
|
|
(608 |
) |
|
|
|
|
|
|
(510 |
) |
|
|
Incentive compensation accrual
|
|
|
|
|
|
|
(3,018 |
) |
|
|
|
|
|
|
(3,018 |
) |
|
|
Improper capitalization
|
|
|
|
|
|
|
(323 |
) |
|
|
|
|
|
|
(1,045 |
) |
|
|
|
|
|
|
|
$ |
3,175 |
|
|
$ |
(2,605 |
) |
|
$ |
11,690 |
|
|
$ |
5,286 |
|
|
|
Income tax (benefit)
|
|
|
|
|
|
|
(11,202 |
) |
|
|
|
|
|
|
388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$ |
8,597 |
|
|
|
|
|
|
$ |
4,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fiscal Year 2004 Quarter Ended |
|
October 31, 2003 | |
|
July 31, 2003 | |
|
|
Impact on |
|
Revenues | |
|
Pretax Income | |
|
Revenues | |
|
Pretax Income | |
|
|
|
Purchase accounting
|
|
$ |
|
|
|
$ |
(1,831 |
) |
|
$ |
|
|
|
$ |
(1,831 |
) |
|
|
Sales of previously securitized residual interests
|
|
|
4,395 |
|
|
|
4,395 |
|
|
|
3,774 |
|
|
|
3,774 |
|
|
|
Lease accounting
|
|
|
|
|
|
|
(216 |
) |
|
|
|
|
|
|
29 |
|
|
|
Incentive compensation accrual
|
|
|
|
|
|
|
(3,018 |
) |
|
|
|
|
|
|
(3,018 |
) |
|
|
Improper capitalization
|
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
|
|
(1,073 |
) |
|
|
|
|
|
|
|
$ |
4,395 |
|
|
$ |
(1,744 |
) |
|
$ |
3,774 |
|
|
$ |
(2,119 |
) |
|
|
Income tax (benefit)
|
|
|
|
|
|
|
(838 |
) |
|
|
|
|
|
|
(882 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$ |
(906 |
) |
|
|
|
|
|
$ |
(1,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulation of four quarters in fiscal years 2005 and 2004
for earnings per share may not equal the related per share
amounts for the years ended April 30, 2005 and 2004 due to
the repurchase of treasury shares, the timing of the exercise of
stock options, and the antidilutive effect of stock options in
the first two quarters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Fourth Quarter | |
|
Third Quarter | |
|
Second Quarter | |
|
First Quarter | |
|
Fiscal Year | |
|
|
|
Fiscal year 2005 ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share
|
|
$ |
.11 |
|
|
$ |
.11 |
|
|
$ |
.11 |
|
|
$ |
.10 |
|
|
$ |
.43 |
|
|
|
|
Stock price range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
$ |
27.93 |
|
|
$ |
25.25 |
|
|
$ |
25.75 |
|
|
$ |
25.00 |
|
|
$ |
27.93 |
|
|
|
|
|
Low
|
|
|
23.43 |
|
|
|
22.99 |
|
|
|
22.57 |
|
|
|
22.08 |
|
|
|
22.08 |
|
|
|
Fiscal year 2004 ...
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share
|
|
$ |
.10 |
|
|
$ |
.10 |
|
|
$ |
.10 |
|
|
$ |
.09 |
|
|
$ |
.39 |
|
|
|
|
Stock price range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
$ |
30.50 |
|
|
$ |
30.09 |
|
|
$ |
24.18 |
|
|
$ |
23.00 |
|
|
$ |
30.50 |
|
|
|
|
|
Low
|
|
|
22.25 |
|
|
|
23.57 |
|
|
|
20.28 |
|
|
|
18.15 |
|
|
|
18.15 |
|
|
|
|
NOTE 22: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Block Financial Corporation (BFC) is an indirect,
wholly-owned subsidiary of the Company. BFC is the Issuer and
H&R Block, Inc. is the Guarantor of the $250.0 million
63/4% Senior
Notes issued on October 21, 1997, the $500.0 million
81/2% Senior
Notes issued on April 13, 2000 and the $400.0 million
5.125% Senior Notes issued on October 26, 2004. Our
guarantee is full and unconditional. The following condensed
consolidating financial statements present separate information
for BFC, the Company and for our other subsidiaries, and should
be read in conjunction with our consolidated financial
statements.
These condensed consolidating financial statements have been
prepared using the equity method of accounting. Income of
subsidiaries is, therefore, reflected in our investment in
subsidiaries account. The elimination entries eliminate
investments in subsidiaries, related stockholders equity
and other intercompany balances and transactions. The income
statements and statements of cash flows for the twelve months
ended April 30, 2004 and 2003 and balance sheet as of
April 30, 2004 have been adjusted to reflect intercompany
royalties between BFC and other subsidiaries. These adjustments
have no effect on H&R Block, Inc. (Guarantor) or
Consolidated H&R Block.
H&R BLOCK 2005 Form 10K
CONDENSED CONSOLIDATING INCOME STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
Year Ended April 30, 2005 |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
1,871,703 |
|
|
$ |
2,565,496 |
|
|
$ |
(17,180 |
) |
|
$ |
4,420,019 |
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
|
|
|
|
|
404,205 |
|
|
|
1,595,199 |
|
|
|
(184 |
) |
|
|
1,999,220 |
|
|
|
|
Cost of other revenues
|
|
|
|
|
|
|
385,908 |
|
|
|
30,513 |
|
|
|
|
|
|
|
416,421 |
|
|
|
|
Selling, general and administrative
|
|
|
|
|
|
|
479,136 |
|
|
|
487,419 |
|
|
|
(14,430 |
) |
|
|
952,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,269,249 |
|
|
|
2,113,131 |
|
|
|
(14,614 |
) |
|
|
3,367,766 |
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
602,454 |
|
|
|
452,365 |
|
|
|
(2,566 |
) |
|
|
1,052,253 |
|
|
|
Interest expense
|
|
|
|
|
|
|
59,247 |
|
|
|
3,293 |
|
|
|
(173 |
) |
|
|
62,367 |
|
|
|
Other income, net
|
|
|
1,017,715 |
|
|
|
17,277 |
|
|
|
10,552 |
|
|
|
(1,017,715 |
) |
|
|
27,829 |
|
|
|
|
|
|
Income before taxes
|
|
|
1,017,715 |
|
|
|
560,484 |
|
|
|
459,624 |
|
|
|
(1,020,108 |
) |
|
|
1,017,715 |
|
|
|
Income taxes
|
|
|
381,858 |
|
|
|
206,572 |
|
|
|
175,969 |
|
|
|
(382,541 |
) |
|
|
381,858 |
|
|
|
|
|
|
|
|
Net income
|
|
$ |
635,857 |
|
|
$ |
353,912 |
|
|
$ |
283,655 |
|
|
$ |
(637,567 |
) |
|
$ |
635,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended April 30, 2004 |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
(as restated) | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
1,844,772 |
|
|
$ |
2,419,446 |
|
|
$ |
(16,338 |
) |
|
$ |
4,247,880 |
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
|
|
|
|
|
372,217 |
|
|
|
1,422,567 |
|
|
|
(283 |
) |
|
|
1,794,501 |
|
|
|
|
Cost of other revenues
|
|
|
|
|
|
|
355,197 |
|
|
|
25,168 |
|
|
|
|
|
|
|
380,365 |
|
|
|
|
Selling, general and administrative
|
|
|
|
|
|
|
371,243 |
|
|
|
493,114 |
|
|
|
(15,682 |
) |
|
|
848,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,098,657 |
|
|
|
1,940,849 |
|
|
|
(15,965 |
) |
|
|
3,023,541 |
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
746,115 |
|
|
|
478,597 |
|
|
|
(373 |
) |
|
|
1,224,339 |
|
|
|
Interest expense
|
|
|
|
|
|
|
66,931 |
|
|
|
4,287 |
|
|
|
|
|
|
|
71,218 |
|
|
|
Other income, net
|
|
|
1,162,975 |
|
|
|
|
|
|
|
9,854 |
|
|
|
(1,162,975 |
) |
|
|
9,854 |
|
|
|
|
|
|
Income before taxes
|
|
|
1,162,975 |
|
|
|
679,184 |
|
|
|
484,164 |
|
|
|
(1,163,348 |
) |
|
|
1,162,975 |
|
|
|
Income taxes
|
|
|
447,367 |
|
|
|
263,456 |
|
|
|
184,055 |
|
|
|
(447,511 |
) |
|
|
447,367 |
|
|
|
|
|
|
Income before change in accounting
|
|
|
715,608 |
|
|
|
415,728 |
|
|
|
300,109 |
|
|
|
(715,837 |
) |
|
|
715,608 |
|
|
|
Cumulative effect of change in accounting
|
|
|
(6,359 |
) |
|
|
|
|
|
|
(6,359 |
) |
|
|
6,359 |
|
|
|
(6,359 |
) |
|
|
|
|
|
Net income
|
|
$ |
709,249 |
|
|
$ |
415,728 |
|
|
$ |
293,750 |
|
|
$ |
(709,478 |
) |
|
$ |
709,249 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Year Ended April 30, 2003 |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
(as restated) | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
1,551,572 |
|
|
$ |
2,192,510 |
|
|
$ |
(12,956 |
) |
|
$ |
3,731,126 |
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues
|
|
|
|
|
|
|
304,947 |
|
|
|
1,320,729 |
|
|
|
261 |
|
|
|
1,625,937 |
|
|
|
|
Cost of other revenues
|
|
|
|
|
|
|
273,210 |
|
|
|
27,539 |
|
|
|
|
|
|
|
300,749 |
|
|
|
|
Selling, general and administrative
|
|
|
|
|
|
|
423,376 |
|
|
|
472,936 |
|
|
|
(13,197 |
) |
|
|
883,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,001,533 |
|
|
|
1,821,204 |
|
|
|
(12,936 |
) |
|
|
2,809,801 |
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
550,039 |
|
|
|
371,306 |
|
|
|
(20 |
) |
|
|
921,325 |
|
|
|
Interest expense
|
|
|
|
|
|
|
68,173 |
|
|
|
8,550 |
|
|
|
|
|
|
|
76,723 |
|
|
|
Other income, net
|
|
|
855,564 |
|
|
|
4,127 |
|
|
|
6,835 |
|
|
|
(855,564 |
) |
|
|
10,962 |
|
|
|
|
|
|
Income before taxes
|
|
|
855,564 |
|
|
|
485,993 |
|
|
|
369,591 |
|
|
|
(855,584 |
) |
|
|
855,564 |
|
|
|
Income taxes
|
|
|
377,949 |
|
|
|
232,577 |
|
|
|
145,381 |
|
|
|
(377,958 |
) |
|
|
377,949 |
|
|
|
|
|
|
Net income
|
|
$ |
477,615 |
|
|
$ |
253,416 |
|
|
$ |
224,210 |
|
|
$ |
(477,626 |
) |
|
$ |
477,615 |
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
|
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
April 30, 2005 |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Cash & cash equivalents
|
|
$ |
|
|
|
$ |
162,983 |
|
|
$ |
937,230 |
|
|
$ |
|
|
|
$ |
1,100,213 |
|
|
|
Cash & cash equivalents restricted
|
|
|
|
|
|
|
488,761 |
|
|
|
28,148 |
|
|
|
|
|
|
|
516,909 |
|
|
|
Receivables from customers, brokers and dealers, net
|
|
|
|
|
|
|
590,226 |
|
|
|
|
|
|
|
|
|
|
|
590,226 |
|
|
|
Receivables, net
|
|
|
101 |
|
|
|
199,990 |
|
|
|
218,697 |
|
|
|
|
|
|
|
418,788 |
|
|
|
Intangible assets and goodwill, net
|
|
|
|
|
|
|
421,036 |
|
|
|
842,003 |
|
|
|
|
|
|
|
1,263,039 |
|
|
|
Investments in subsidiaries
|
|
|
4,878,783 |
|
|
|
210 |
|
|
|
449 |
|
|
|
(4,878,783 |
) |
|
|
659 |
|
|
|
Other assets
|
|
|
|
|
|
|
1,407,082 |
|
|
|
243,007 |
|
|
|
(640 |
) |
|
|
1,649,449 |
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,878,884 |
|
|
$ |
3,270,288 |
|
|
$ |
2,269,534 |
|
|
$ |
(4,879,423 |
) |
|
$ |
5,539,283 |
|
|
|
|
|
|
Accounts payable to customers, brokers and dealers
|
|
$ |
|
|
|
$ |
950,684 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
950,684 |
|
|
|
Long-term debt
|
|
|
|
|
|
|
896,591 |
|
|
|
26,482 |
|
|
|
|
|
|
|
923,073 |
|
|
|
Other liabilities
|
|
|
2 |
|
|
|
532,562 |
|
|
|
1,156,583 |
|
|
|
8 |
|
|
|
1,689,155 |
|
|
|
Net intercompany advances
|
|
|
2,902,511 |
|
|
|
(653,908 |
) |
|
|
(2,250,521 |
) |
|
|
1,918 |
|
|
|
|
|
|
|
Stockholders equity
|
|
|
1,976,371 |
|
|
|
1,544,359 |
|
|
|
3,336,990 |
|
|
|
(4,881,349 |
) |
|
|
1,976,371 |
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
4,878,884 |
|
|
$ |
3,270,288 |
|
|
$ |
2,269,534 |
|
|
$ |
(4,879,423 |
) |
|
$ |
5,539,283 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
April 30, 2004 (as |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
restated) | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Cash & cash equivalents
|
|
$ |
|
|
|
$ |
133,188 |
|
|
$ |
939,557 |
|
|
$ |
|
|
|
$ |
1,072,745 |
|
|
|
Cash & cash equivalents restricted
|
|
|
|
|
|
|
532,201 |
|
|
|
13,227 |
|
|
|
|
|
|
|
545,428 |
|
|
|
Receivables from customers, brokers and dealers, net
|
|
|
|
|
|
|
625,076 |
|
|
|
|
|
|
|
|
|
|
|
625,076 |
|
|
|
Receivables, net
|
|
|
180 |
|
|
|
150,188 |
|
|
|
178,851 |
|
|
|
|
|
|
|
329,219 |
|
|
|
Intangible assets and goodwill, net
|
|
|
|
|
|
|
457,661 |
|
|
|
829,283 |
|
|
|
|
|
|
|
1,286,944 |
|
|
|
Investments in subsidiaries
|
|
|
4,214,499 |
|
|
|
205 |
|
|
|
297 |
|
|
|
(4,214,499 |
) |
|
|
502 |
|
|
|
Other assets
|
|
|
(145 |
) |
|
|
1,125,578 |
|
|
|
247,758 |
|
|
|
(373 |
) |
|
|
1,372,818 |
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,214,534 |
|
|
$ |
3,024,097 |
|
|
$ |
2,208,973 |
|
|
$ |
(4,214,872 |
) |
|
$ |
5,232,732 |
|
|
|
|
|
|
Accounts payable to customers, brokers and dealers
|
|
$ |
|
|
|
$ |
1,065,793 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,065,793 |
|
|
|
Long-term debt
|
|
|
|
|
|
|
498,225 |
|
|
|
47,586 |
|
|
|
|
|
|
|
545,811 |
|
|
|
Other liabilities
|
|
|
15,879 |
|
|
|
580,331 |
|
|
|
1,204,542 |
|
|
|
561 |
|
|
|
1,801,313 |
|
|
|
Net intercompany advances
|
|
|
2,378,840 |
|
|
|
(317,187 |
) |
|
|
(2,061,092 |
) |
|
|
(561 |
) |
|
|
|
|
|
|
Stockholders equity
|
|
|
1,819,815 |
|
|
|
1,196,935 |
|
|
|
3,017,937 |
|
|
|
(4,214,872 |
) |
|
|
1,819,815 |
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
4,214,534 |
|
|
$ |
3,024,097 |
|
|
$ |
2,208,973 |
|
|
$ |
(4,214,872 |
) |
|
$ |
5,232,732 |
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Year Ended April 30, |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
2005 | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Net cash provided by operating activities:
|
|
$ |
39,134 |
|
|
$ |
134,608 |
|
|
$ |
340,051 |
|
|
$ |
|
|
|
$ |
513,793 |
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received on residual interests
|
|
|
|
|
|
|
136,045 |
|
|
|
|
|
|
|
|
|
|
|
136,045 |
|
|
|
|
Purchases of property & equipment, net
|
|
|
|
|
|
|
(66,255 |
) |
|
|
(143,203 |
) |
|
|
|
|
|
|
(209,458 |
) |
|
|
|
Payments made for business acquisitions
|
|
|
|
|
|
|
|
|
|
|
(37,621 |
) |
|
|
|
|
|
|
(37,621 |
) |
|
|
|
Net intercompany advances
|
|
|
497,774 |
|
|
|
|
|
|
|
|
|
|
|
(497,774 |
) |
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
33,710 |
|
|
|
18,914 |
|
|
|
|
|
|
|
52,624 |
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
497,774 |
|
|
|
103,500 |
|
|
|
(161,910 |
) |
|
|
(497,774 |
) |
|
|
(58,410 |
) |
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of commercial paper
|
|
|
|
|
|
|
(5,191,623 |
) |
|
|
|
|
|
|
|
|
|
|
(5,191,623 |
) |
|
|
|
Proceeds from issuance of commercial paper
|
|
|
|
|
|
|
5,191,623 |
|
|
|
|
|
|
|
|
|
|
|
5,191,623 |
|
|
|
|
Repayments of long- term debt
|
|
|
|
|
|
|
(250,000 |
) |
|
|
|
|
|
|
|
|
|
|
(250,000 |
) |
|
|
|
Proceeds from issuance of long-term debt
|
|
|
|
|
|
|
395,221 |
|
|
|
|
|
|
|
|
|
|
|
395,221 |
|
|
|
|
Payments on acquisition debt
|
|
|
|
|
|
|
|
|
|
|
(25,664 |
) |
|
|
|
|
|
|
(25,664 |
) |
|
|
|
Dividends paid
|
|
|
(142,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(142,988 |
) |
|
|
|
Acquisition of treasury shares
|
|
|
(530,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(530,022 |
) |
|
|
|
Proceeds from issuance of common stock
|
|
|
136,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,102 |
|
|
|
|
Net intercompany advances
|
|
|
|
|
|
|
(336,721 |
) |
|
|
(161,053 |
) |
|
|
497,774 |
|
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
(16,813 |
) |
|
|
6,249 |
|
|
|
|
|
|
|
(10,564 |
) |
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(536,908 |
) |
|
|
(208,313 |
) |
|
|
(180,468 |
) |
|
|
497,774 |
|
|
|
(427,915 |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
29,795 |
|
|
|
(2,327 |
) |
|
|
|
|
|
|
27,468 |
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
|
|
|
|
133,188 |
|
|
|
939,557 |
|
|
|
|
|
|
|
1,072,745 |
|
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
$ |
|
|
|
$ |
162,983 |
|
|
$ |
937,230 |
|
|
$ |
|
|
|
$ |
1,100,213 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) | |
|
|
| |
Year Ended April 30, |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
2004 (as restated) | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Net cash provided by operating activities:
|
|
$ |
64,782 |
|
|
$ |
163,464 |
|
|
$ |
624,217 |
|
|
$ |
|
|
|
$ |
852,463 |
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received on residual interests
|
|
|
|
|
|
|
193,606 |
|
|
|
|
|
|
|
|
|
|
|
193,606 |
|
|
|
|
Sales of residual interests in securitizations
|
|
|
|
|
|
|
53,391 |
|
|
|
|
|
|
|
|
|
|
|
53,391 |
|
|
|
|
Purchases of property & equipment, net
|
|
|
|
|
|
|
(35,482 |
) |
|
|
(88,344 |
) |
|
|
|
|
|
|
(123,826 |
) |
|
|
|
Payments made for business acquisitions
|
|
|
|
|
|
|
|
|
|
|
(280,865 |
) |
|
|
|
|
|
|
(280,865 |
) |
|
|
|
Net intercompany advances
|
|
|
473,521 |
|
|
|
|
|
|
|
|
|
|
|
(473,521 |
) |
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
12,655 |
|
|
|
17,653 |
|
|
|
|
|
|
|
30,308 |
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
473,521 |
|
|
|
224,170 |
|
|
|
(351,556 |
) |
|
|
(473,521 |
) |
|
|
(127,386 |
) |
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of commercial paper
|
|
|
|
|
|
|
(4,618,853 |
) |
|
|
|
|
|
|
|
|
|
|
(4,618,853 |
) |
|
|
|
Proceeds from issuance of commercial paper
|
|
|
|
|
|
|
4,618,853 |
|
|
|
|
|
|
|
|
|
|
|
4,618,853 |
|
|
|
|
Payments on acquisition debt
|
|
|
|
|
|
|
|
|
|
|
(59,003 |
) |
|
|
|
|
|
|
(59,003 |
) |
|
|
|
Dividends paid
|
|
|
(138,397 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(138,397 |
) |
|
|
|
Acquisition of treasury shares
|
|
|
(519,862 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(519,862 |
) |
|
|
|
Proceeds from issuance of common stock
|
|
|
119,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,956 |
|
|
|
|
Net intercompany advances
|
|
|
|
|
|
|
(453,477 |
) |
|
|
(20,044 |
) |
|
|
473,521 |
|
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
18,850 |
|
|
|
12,831 |
|
|
|
|
|
|
|
31,681 |
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(538,303 |
) |
|
|
(434,627 |
) |
|
|
(66,216 |
) |
|
|
473,521 |
|
|
|
(565,625 |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
(46,993 |
) |
|
|
206,445 |
|
|
|
|
|
|
|
159,452 |
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
|
|
|
|
180,181 |
|
|
|
733,112 |
|
|
|
|
|
|
|
913,293 |
|
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
$ |
|
|
|
$ |
133,188 |
|
|
$ |
939,557 |
|
|
$ |
|
|
|
$ |
1,072,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Year Ended April 30, |
|
H&R Block, Inc. | |
|
BFC | |
|
Other | |
|
|
|
Consolidated | |
|
|
2003 (as restated) | |
|
(Guarantor) | |
|
(Issuer) | |
|
Subsidiaries | |
|
Eliminations | |
|
H&R Block | |
|
|
|
Net cash provided by operating activities
|
|
$ |
36,560 |
|
|
$ |
141,165 |
|
|
$ |
512,010 |
|
|
$ |
|
|
|
$ |
689,735 |
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received on residual interests
|
|
|
|
|
|
|
140,795 |
|
|
|
|
|
|
|
|
|
|
|
140,795 |
|
|
|
|
Sales of residual interests in securitizations
|
|
|
|
|
|
|
142,486 |
|
|
|
|
|
|
|
|
|
|
|
142,486 |
|
|
|
|
Purchases of property & equipment, net
|
|
|
|
|
|
|
(35,808 |
) |
|
|
(112,898 |
) |
|
|
|
|
|
|
(148,706 |
) |
|
|
|
Payments made for business acquisitions
|
|
|
|
|
|
|
|
|
|
|
(26,408 |
) |
|
|
|
|
|
|
(26,408 |
) |
|
|
|
Net intercompany advances
|
|
|
280,583 |
|
|
|
|
|
|
|
|
|
|
|
(280,583 |
) |
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
(1,480 |
) |
|
|
20,842 |
|
|
|
|
|
|
|
19,362 |
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
280,583 |
|
|
|
245,993 |
|
|
|
(118,464 |
) |
|
|
(280,583 |
) |
|
|
127,529 |
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of commercial paper
|
|
|
|
|
|
|
(9,925,516 |
) |
|
|
|
|
|
|
|
|
|
|
(9,925,516 |
) |
|
|
|
Proceeds from issuance of commercial paper
|
|
|
|
|
|
|
9,925,516 |
|
|
|
|
|
|
|
|
|
|
|
9,925,516 |
|
|
|
|
Payments on acquisition debt
|
|
|
|
|
|
|
|
|
|
|
(57,469 |
) |
|
|
|
|
|
|
(57,469 |
) |
|
|
|
Dividends paid
|
|
|
(125,898 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125,898 |
) |
|
|
|
Acquisition of treasury shares
|
|
|
(317,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(317,570 |
) |
|
|
|
Proceeds from issuance of common stock
|
|
|
126,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,325 |
|
|
|
|
Net intercompany advances
|
|
|
|
|
|
|
(402,197 |
) |
|
|
121,614 |
|
|
|
280,583 |
|
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
(2,739 |
) |
|
|
167 |
|
|
|
|
|
|
|
(2,572 |
) |
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(317,143 |
) |
|
|
(404,936 |
) |
|
|
64,312 |
|
|
|
280,583 |
|
|
|
(377,184 |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
(17,778 |
) |
|
|
457,858 |
|
|
|
|
|
|
|
440,080 |
|
|
|
Cash and cash equivalents at beginning of the year
|
|
|
|
|
|
|
197,959 |
|
|
|
275,254 |
|
|
|
|
|
|
|
473,213 |
|
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
$ |
|
|
|
$ |
180,181 |
|
|
$ |
733,112 |
|
|
$ |
|
|
|
$ |
913,293 |
|
|
|
|
|
|
|
H&R BLOCK 2005 Form 10K
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE
CONTROLS AND
PROCEDURES ... We
have established disclosure controls and procedures
(Disclosure Controls) to ensure that information
required to be disclosed in the Companys reports filed
under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time
periods specified in the U.S. Securities and Exchange
Commissions rules and forms. Disclosure Controls are also
designed to ensure that such information is accumulated and
communicated to management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required
disclosure. Our Disclosure Controls were designed to provide
reasonable assurance that the controls and procedures would meet
their objectives. Our management, including the Chief Executive
Officer and Chief Financial Officer, does not expect that our
Disclosure Controls will prevent all error and all fraud. A
control system, no matter how well designed and operated, can
provide only reasonable assurance of achieving the designed
control objectives and management is required to apply its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Because of the inherent limitations in
all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by
collusions of two or more people, or by management override of
the control. Because of the inherent limitations in a
cost-effective, maturing control system, misstatements due to
error or fraud may occur and not be detected.
As of the end of the period covered by this Form 10-K, we
evaluated the effectiveness of the design and operation of our
Disclosure Controls. The controls evaluation was done under the
supervision and with the participation of management, including
our Chief Executive Officer and Chief Financial Officer. Based
on this evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our Disclosure Controls
and procedures were not effective as of the end of the period
covered by this Annual Report on Form 10-K because of the
material weakness in internal control over financial reporting
discussed below.
(b) MANAGEMENTS REPORT ON
INTERNAL CONTROL OVER FINANCIAL
REPORTING ...
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act Rules 13a-15(f). Under the
supervision and with the participation of management, including
our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as of April 30, 2005.
Based on our assessment, management determined that a material
weakness existed in the Companys internal controls over
accounting for income taxes as of April 30, 2005.
Specifically, the Company did not maintain sufficient resources
in the corporate tax function to accurately identify, evaluate
and report, in a timely manner, non-routine and complex
transactions. In addition, the Company had not completed the
requisite historical analysis and related reconciliations to
ensure tax balances were appropriately stated prior to the
completion of the Companys internal control activities.
These deficiencies resulted in errors in the Companys
accounting for income taxes. These errors were corrected prior
to issuance of the consolidated financial statements as of and
for the year ended April 30, 2005. In the aggregate, these
deficiencies represent a material weakness in internal control
over financial reporting on the basis that there is a more than
remote likelihood that a material misstatement of the
Companys annual or interim financial statements will not
be prevented or detected by its internal control over financial
reporting. Because of this material weakness in internal control
over financial reporting, management concluded that, as of
April 30, 2005, the Companys internal control over
financial reporting was not effective based on the criteria set
forth by COSO.
The Companys external auditors, KPMG LLP, an independent
registered public accounting firm, have issued an audit report
on our assessment of the Companys internal control over
financial reporting. This report appears on page 43.
H&R BLOCK 2005 Form 10K
(c) CHANGES IN INTERNAL CONTROL
OVER FINANCIAL
REPORTING ... As
disclosed most recently in our Quarterly Report on
Form 10-Q for the quarter ended January 31, 2005,
management had identified an internal control deficiency in our
accounting for income taxes. We have dedicated substantial
resources to the review of our control processes and procedures
specifically related to accounting for income taxes. Based on
the results of this review, during the fourth quarter,
management completed numerous enhancements to improve our
internal controls over financial reporting, specifically those
related to accounting for income taxes, including the following
actions:
|
|
|
|
▪ |
Implemented a comprehensive set of policies and procedures
related to accounting for income taxes. |
|
▪ |
Filled senior-level positions in the corporate tax department
with experienced individuals focusing on corporate tax,
state/local tax, and mortgage accounting. |
|
▪ |
Engaged a qualified third-party firm to provide supplementary
assistance, REMIC transaction tax expertise, and to assess the
tax implications of select historical and future securitizations
and the adequacy of the model used by Mortgage Services to track
the related book/tax basis adjustments. |
|
▪ |
Increased the formality and rigor around the operation of key
controls. |
Other than the changes outlined above, there were no changes
that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
In order to remediate the material weakness identified by
management as of April 30, 2005, and continuing thereafter,
management completed the requisite historical analysis including
creation of the necessary tax basis balance sheets and current
and deferred reconciliations required and related internal
control testing to ensure propriety of all tax related financial
statement account balances as of this Form 10-K filing
date. The Company believes it has established appropriate
controls and procedures and created the appropriate tax account
analysis and support subsequent to April 30, 2005. In
addition to the above actions, management will conduct a
comprehensive evaluation of the corporate tax function,
including resource requirements, during the current fiscal year
to identify and implement additional improvements to ensure
compliance with the controls and procedures that have been put
in place to remediate deficiencies previously identified.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The following information appearing in our definitive proxy
statement, to be filed no later than 120 days after
April 30, 2005, is incorporated herein by reference:
|
|
|
|
▪ |
Information appearing under the heading Election of
Directors |
|
▪ |
Information appearing under the heading Section 16(a)
Beneficial Ownership Reporting Compliance |
|
▪ |
Information appearing under the heading Board of
Directors Meetings and Committees regarding
identification of the Audit Committee and Audit Committee
financial experts. |
We have adopted a code of business ethics and conduct that
applies to our directors, officers and employees, including our
chief executive officer, chief financial officer, principal
accounting officer and persons performing similar functions. A
copy of the code of business ethics and conduct is available on
our website at www.hrblock.com. We intend to provide
information on our website regarding amendments to, or waivers
from, the code of business ethics and conduct.
H&R BLOCK 2005 Form 10K
Information about our executive officers as of May 15, 2005
is as follows:
|
|
|
|
|
|
|
|
Name, age |
|
Current position |
|
Business experience since May 1, 2000 |
|
|
|
Mark A. Ernst,
age 47
|
|
Chairman of the Board, President and Chief Executive Officer |
|
Chairman of the Board of Directors since September 2002; Chief
Executive Officer since January 2001; President of the Company
since September 1999; Chief Operating Officer from September
1998 through December 2000. Mr. Ernst has been a Member of
the Board of Directors since September 1999. |
|
|
|
William L. Trubeck,
age 58
|
|
Executive Vice President and Chief Financial Officer |
|
Executive Vice President and Chief Financial Officer since
October 2004; Executive Vice President Western Group
of Waste Management, Inc. from April 2003 until October 2004;
Chief Administrative Officer of Waste Management, Inc. from May
2002 until April 2003; Chief Financial Officer of Waste
Management, Inc., from March 2000 to April 2003. |
|
|
|
Jeffery W. Yabuki,
age 45
|
|
Executive Vice President and Chief Operating Officer |
|
Chief Operating Officer since April 2002; Executive Vice
President since October 2000; President, H&R Block
Services, Inc. since October 2000; President, H&R Block
International from September 1999 until October 2000. |
|
|
|
Melanie K. Coleman,
age 40
|
|
Vice President and Corporate Controller
(1) |
|
Vice President and Corporate Controller since October 2002;
Assistant Vice President and Assistant Controller at Sprint
Corporation (Sprint), from December 2000 until
October 2002; Executive Assistant to the Chief Financial Officer
of Sprint from September 1999 until December 2000. |
|
|
|
Robert E. Dubrish,
age 53
|
|
President and Chief Executive Officer, Option One Mortgage
Corporation |
|
President and Chief Executive Officer, Option One Mortgage
Corporation, since March 1996. |
|
|
|
Timothy C. Gokey,
age 43
|
|
President, Tax Services |
|
President, Tax Services since June 2004; McKinsey &
Company from 1986 until June 2004. |
|
|
|
Brad C. Iversen,
age 55
|
|
Senior Vice President and Chief Marketing Officer |
|
Senior Vice President and Chief Marketing Officer since
September 2003; Founded Catamount Marketing in 2002; Executive
Vice President and Director of Marketing at Bank One Corporation
from 1997 to 2002. |
|
|
|
Linda M. McDougall,
age 52
|
|
Vice President, Communications |
|
Vice President, Communications since July 1999. |
|
|
|
Timothy R. Mertz,
age 54
|
|
Vice President, Corporate Tax |
|
Vice President, Corporate Tax since October 2000; Vice President
of Treasury for Payless Cashways, Inc., from September 1998
through September 2000. |
|
|
|
Tammy S. Serati,
age 46
|
|
Senior Vice President, Human Resources |
|
Senior Vice President, Human Resources since December 2002; Vice
President, Human Resources Corporate Staffs, for Monsanto
Agricultural Company, from May 2000 through November 2002. |
|
|
|
Becky S. Shulman,
age 40
|
|
Vice President and Treasurer |
|
Vice President and Treasurer since September 2001; Chief
Investment Officer of U.S. Central Credit Union, from
September 1998 until August 2001. |
|
|
|
Nicholas J. Spaeth,
age 55
|
|
Senior Vice President and Chief Legal Officer |
|
Senior Vice President and Chief Legal Officer since February
2004; Senior Vice President, General Counsel and Secretary of
Intuit, Inc. from August 2003 to February 2004; Senior Vice
President, General Counsel and Secretary, GE Employers
Reinsurance Corporation from September 2000 until August 2003;
Partner at Cooley Godward LLP from March 1998 until September
2000. |
|
|
|
Steven Tait,
age 45
|
|
President, RSM McGladrey Business Services, Inc. |
|
President, RSM McGladrey Business Services, Inc. since April
2003; Executive Vice President, Sales & Client
Operations, Gartner, Inc., from June 2001 through March 2003;
Senior Vice President, Sales and Operations at Gartner, Inc.
from July 2000 until May 2001; President and Chief Executive
Officer of Xerox Connect, a wholly-owned subsidiary of Xerox
Corporation, from November 1999 until June 2000. |
|
|
|
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
|
|
Name, age |
|
Current position |
|
Business experience since May 1, 2000 |
|
|
|
Robert A. Weinberger,
age 61
|
|
Vice President, Government Relations |
|
Vice President, Government Relations, since March 1996. |
|
|
|
Marc West,
age 45
|
|
Senior Vice President and Chief Information Officer |
|
Senior Vice President and Chief Information Officer since
September 2004; Senior Vice President and Chief Information
Officer of Electronic Arts Inc. from 2000 until September 2004. |
|
|
|
Bret G. Wilson,
age 46
|
|
Vice President and Secretary |
|
Vice President and Secretary since October 2002; Vice President,
Corporate Development and Risk Management from October 2000
until October 2002; Vice President, Corporate Planning and
Development from September 1999 until October 2000. |
|
|
|
|
(1) |
As discussed in our Form 8-K dated July 5, 2005,
Melanie K. Coleman resigned as Vice President and Corporate
Controller of the Company, effective July 31, 2005. |
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is contained in our
definitive proxy statement filed pursuant to Regulation 14A
not later than 120 days after April 30, 2005, in the
sections entitled Director Compensation and
Compensation of Executive Officers, and is
incorporated herein by reference.
|
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information called for by this item is contained in our
definitive proxy statement filed pursuant to Regulation 14A
not later than 120 days after April 30, 2005, in the
section titled Equity Compensation Plans and in the
section titled Information Regarding Security
Holders, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The information called for by this item is contained in our
definitive proxy statement filed pursuant to Regulation 14A
no later than 120 days after April 30, 2005, in the
section titled Employee Agreements, Change in Control and
Other Arrangements, and is incorporated herein by
reference.
|
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information called for by this item is contained in our
definitive proxy statement filed pursuant to Regulation 14A
no later than 120 days after April 30, 2005, in the
section titled Audit Fees, and is incorporated
herein by reference.
H&R BLOCK 2005 Form 10K
PART IV
|
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as part of this Report:
|
|
|
|
1. |
The following financial statements appearing in Item 8:
Consolidated Statements of Income and Comprehensive
Income; Consolidated Balance Sheets;
Consolidated Statements of Cash Flows; and
Consolidated Statements of Stockholders Equity. |
|
2. |
Financial Statement Schedule II Valuation and
Qualifying Accounts with the related Reports of Independent
Registered Public Accounting Firms. These will be filed with the
SEC but will not be included in the printed version of the
Annual Report to Shareholders. |
|
3. |
Exhibits: The list of exhibits in the Exhibit Index to this
Report is incorporated herein by reference. The following
exhibits are required to be filed as exhibits to this
Form 10-K: |
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm. |
23.2
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm. |
31.1
|
|
Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2
|
|
Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1
|
|
Certification by Chief Executive Officer pursuant to
18 U.S.C. 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002. |
32.2
|
|
Certification by Chief Financial Officer pursuant to
18 U.S.C. 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002. |
The exhibits will be filed with the SEC but will not be included
in the printed version of the Annual Report to Shareholders.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
H&R BLOCK, INC.
|
|
|
/s/
Mark A. Ernst
|
|
|
Mark A. Ernst |
|
|
Chairman of the Board, President
and Chief Executive Officer |
|
|
August 4, 2005 |
|
|
|
/s/ William L. Trubeck
|
|
|
William L. Trubeck |
|
|
Chief Financial Officer |
|
|
August 4, 2005 |
|
|
H&R BLOCK 2005 Form 10K
EXHIBIT INDEX
The following exhibits are numbered in accordance with the
Exhibit Table of Item 601 of Regulation S-K:
|
|
|
|
|
|
3 |
.1 |
|
Restated Articles of Incorporation of H&R Block, Inc., as
amended, filed as Exhibit 3.2 to the Companys
quarterly report on Form 10-Q for the quarter ended October
31, 2004, file number 1-6089, are incorporated herein by
reference. |
|
3 |
.2 |
|
Certificate of Amendment of Articles of Incorporation effective
September 30, 2004, filed as Exhibit 3.1 to the
Companys quarterly report on Form 10-Q for the
quarter ended October 31, 2004, file number 1-6089, is
incorporated herein by reference. |
|
3 |
.3 |
|
Amended and Restated Bylaws of H&R Block, Inc., as amended
and restated as of June 9, 2004, filed as Exhibit 3.3
to the Companys annual report on Form 10-K for the
year ended April 30, 2004, file number 1-6089, is
incorporated herein by reference. |
|
4 |
.1 |
|
Indenture dated as of October 20, 1997, among H&R
Block, Inc., Block Financial Corporation and Bankers Trust
Company, as Trustee, filed as Exhibit 4(a) to the
Companys quarterly report on Form 10-Q for the
quarter ended October 31, 1997, file number 1-6089, is
incorporated herein by reference. |
|
4 |
.2 |
|
First Supplemental Indenture, dated as of April 18, 2000,
among H&R Block, Inc., Block Financial Corporation, Bankers
Trust Company and the Bank of New York, filed as
Exhibit 4(a) to the Companys current report on
Form 8-K dated April 13, 2000, file
number 1-6089, is incorporated herein by reference. |
|
4 |
.3 |
|
Officers Certificate, dated October 26, 2004, in
respect of 5.125% Notes due 2014 of Block Financial Corporation,
filed as Exhibit 4.1 to the Companys current report
on Form 8-K dated October 21, 2004, file
number 1-6089, is incorporated herein by reference. |
|
4 |
.4 |
|
Form of
81/2%
Senior Note due 2007 of Block Financial Corporation, filed as
Exhibit 4(b) to the Companys current report on
Form 8-K dated April 13, 2000, file
number 1-6089, is incorporated herein by reference. |
|
4 |
.5 |
|
Form of 5.125% Note due 2014 of Block Financial Corporation,
filed as Exhibit 4.2 to the Companys current report
on Form 8-K dated October 21, 2004, file
number 1-6089, is incorporated herein by reference. |
|
4 |
.6 |
|
Copy of Rights Agreement dated March 25, 1998, between
H&R Block, Inc. and ChaseMellon Shareholder Services,
L.L.C., filed on July 22, 1998 as Exhibit 1 to the
Companys Registration Statement on Form 8-A, file
number 1-6089, is incorporated herein by reference. |
|
4 |
.7 |
|
Form of Certificate of Designation, Preferences and Rights of
Participating Preferred Stock of H&R Block, Inc., filed as
Exhibit 4(e) to the Companys annual report on
Form 10-K for the fiscal year ended April 30, 1995, file
number 1-6089, is incorporated by reference. |
|
4 |
.8 |
|
Form of Certificate of Amendment of Certificate of Designation,
Preferences and Rights of Participating Preferred Stock of
H&R Block, Inc., filed as Exhibit 4(j) to the
Companys annual report on Form 10-K for the fiscal
year ended April 30, 1998, file number 1-6089, is
incorporated by reference. |
|
4 |
.9 |
|
Form of Certificate of Designation, Preferences and Rights of
Delayed Convertible Preferred Stock of H&R Block, Inc.,
filed as Exhibit 4(f) to the Companys annual report
on Form 10-K for the fiscal year ended April 30, 1995,
file number 1-6089, is incorporated by reference. |
|
10 |
.1* |
|
The Companys 2003 Long-Term Executive Compensation Plan,
as amended and restated as of September 10, 2003, filed as
Exhibit 10.2 to the Companys quarterly report on Form
10-Q for the quarter ended October 31, 2003, file
number 1-6089, is incorporated by reference. |
|
10 |
.2* |
|
Form of 2003 Long-Term Executive Compensation Plan Award
Agreement, filed as Exhibit 10.2 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.3* |
|
The H&R Block Deferred Compensation Plan for Directors, as
Amended and Restated effective July 1, 2002, filed as
Exhibit 10.2 to the Companys annual report on
Form 10-K for the fiscal year ended April 30, 2002,
file number 1-6089, is incorporated by reference. |
|
10 |
.4* |
|
The H&R Block Deferred Compensation Plan for Executives, as
Amended and Restated July 1, 2002, filed as
Exhibit 10.3 to the Companys annual report on
Form 10-K for the fiscal year ended April 30, 2002,
file number 1-6089, is incorporated by reference. |
|
10 |
.5* |
|
Amendment No. 1 to the H&R Block Deferred Compensation
Plan for Executives, as Amended and Restated, effective as of
March 12, 2003, filed as Exhibit 10.5 to the
companys annual report on Form 10-K for the fiscal
year ended April 30, 2003, file number 1-6089, is
incorporated herein by reference. |
|
10 |
.6* |
|
The H&R Block Short-Term Incentive Plan, filed as
Exhibit 10.1 to the Companys quarterly report on
Form 10-Q for the quarter ended October 31, 2000, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.7* |
|
Summary of Non-Employee Director Cash Compensation, filed as
Exhibit 10.1 to the Companys current report on
Form 8-K dated March 16, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.8* |
|
The Companys 1989 Stock Option Plan for Outside Directors,
as amended and restated as of September 8, 2004, filed as
Exhibit 10.5 to the Companys quarterly report on
Form 10-Q for the quarter ended October 31, 2004, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.9* |
|
Form of 1989 Stock Option Plan for Outside Directors Stock
Option Agreement, filed as Exhibit 10.9 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.10* |
|
The H&R Block Stock Plan for Non-Employee Directors, as
amended August 1, 2001, filed as Exhibit 10.3 to the
Companys quarterly report on Form 10-Q for the
quarter ended October 31, 2001, file number 1-6089, is
incorporated herein by reference. |
|
10 |
.11* |
|
The H&R Block, Inc. 2000 Employee Stock Purchase Plan, as
amended August 1, 2001, filed as Exhibit 10.2 to the
Companys quarterly report on Form 10-Q for the
quarter ended October 31, 2001, file number 1-6089, is
incorporated herein by reference. |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
10 |
.12* |
|
The H&R Block, Inc. Executive Survivor Plan (as Amended and
Restated) filed as Exhibit 10.4 to the Companys
quarterly report on Form 10-Q for the quarter ended
October 31, 2000, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.13* |
|
First Amendment to the H&R Block, Inc. Executive Survivor
Plan (as Amended and Restated), filed as Exhibit 10.9 to
the Companys annual report on Form 10-K for the
fiscal year ended April 30, 2002, file number 1-6089,
is incorporated by reference. |
|
10 |
.14* |
|
Second Amendment to the H&R Block, Inc. Executive Survivor
Plan (as Amended and Restated), effective as of March 12,
2003, filed as Exhibit 10.12 to the companys annual
report on Form 10-K for the fiscal year ended
April 30, 2003, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.15* |
|
Employment Agreement dated July 16, 1998, between the
Company and Mark A. Ernst, filed as Exhibit 10(a) to
the Companys quarterly report on Form 10-Q for the
quarter ended July 31, 1998, file number 1-6089, is
incorporated herein by reference. |
|
10 |
.16* |
|
Amendment to Employment Agreement dated June 30, 2000,
between HRB Management, Inc. and Mark A. Ernst, filed as
Exhibit 10.1 to the Companys quarterly report on
Form 10-Q for the quarter ended July 31, 2000, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.17* |
|
Employment Agreement dated September 7, 1999, between HRB
Management, Inc. and Jeffery W. Yabuki, filed as
Exhibit 10.4 to the Companys quarterly report on
Form 10-Q for the quarter ended January 31, 2000, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.18* |
|
Employment Agreement dated as of October 4, 2004 between
HRB Management, Inc. and William L. Trubeck, filed as
Exhibit 10.2 to the Companys current report on
Form 8-K/A Amendment No. 1 dated September 9,
2004, file number 1-6089, is incorporated herein by
reference. |
|
10 |
.19* |
|
Employment Agreement dated as of February 2, 2004, between
HRB Management, Inc. and Nicholas J. Spaeth, filed as
Exhibit 10.16 to the companys annual report on
Form 10-K for the fiscal year ended April 30, 2004,
file number 1-6089, is incorporated herein by reference. |
|
10 |
.20* |
|
Employment Agreement dated September 2, 2003, between HRB
Management, Inc. and Brad C. Iversen, filed as
Exhibit 10.1 to the Companys quarterly report on
Form 10-Q for the quarter ended January 31, 2004, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.21* |
|
Employment Agreement between Option One Mortgage Corporation and
Robert E. Dubrish, executed on February 9, 2002, filed
as Exhibit 10.2 to the Companys quarterly report on
Form 10-Q for the quarter ended January 31, 2002, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.22* |
|
Employment Agreement dated December 2, 2002 between HRB
Management, Inc. and Tammy S. Serati, filed as
Exhibit 10.4 to the quarterly report on Form 10-Q for
the quarter ended January 31, 2003, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.23* |
|
Employment Agreement dated as of April 1, 2003 between HRB
Business Services, Inc. and Steven Tait, filed as
Exhibit 10.23 to the annual report on Form 10-K for
the fiscal year ended April 30, 2003, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.24* |
|
Employment Agreement dated as of September 15, 2004 between
HRB Management, Inc. and Marc West, filed as Exhibit 10.1
to the quarterly report on Form 10-Q for the quarter ended
October 31, 2004, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.25* |
|
Employment Agreement dated as of June 28, 2004 between
H&R Block Services, Inc. and Timothy C. Gokey, filed as
Exhibit 10.4 to the quarterly report on Form 10-Q for
the quarter ended July 31, 2004, file number 1-6089,
is incorporated herein by reference. |
|
10 |
.26* |
|
Termination Agreement dated January 7, 2005 between H&R
Block, Inc., H&R Block Financial Advisors, Inc. and
Brian L. Nygaard, filed as Exhibit 10.1 to the
Companys quarterly report on Form 10-Q for the
quarter ended January 31, 2005, file number 1-6089, is
incorporated herein by reference. |
|
10 |
.27 |
|
Second Amended and Restated Refund Anticipation Loan Operations
Agreement dated as of June 9, 2003, between H&R Block
Services, Inc., Household Tax Masters, Inc. and Beneficial
Franchise Company, filed as Exhibit 10.27 to the annual
report on Form 10-K for the fiscal year ended
April 30, 2003, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.28 |
|
Fourth Amended and Restated Refund Anticipation Loan
Participation Agreement dated as of December 31, 2004,
between Block Financial Corporation, HSBC Taxpayer Financial
Services, Inc. and Household Tax Masters Acquisition
Corporation, filed as Exhibit 10.2 to the quarterly report
on Form 10-Q for the quarter ended January 31, 2005,
file number 1-6089, is incorporated herein by reference. |
|
10 |
.29 |
|
2004 Amendment to Second Amended and Restated Refund
Anticipation Loan Operations Agreement dated as of
August 20, 2004, by and among H&R Block Services,
Inc., Household Tax Masters, Inc., and Beneficial Franchise
Company, filed as Exhibit 10.3 to the quarterly report on
Form 10-Q for the quarter ended October 31, 2004, file
number 1-6089, is incorporated herein by reference.** |
|
10 |
.30 |
|
364-Day Credit and Guarantee Agreement dated as of August 11,
2004 among Block Financial Corporation, H&R Block, Inc.,
Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA,
National Association, The Royal Bank of Scotland PLC, JPMorgan
Chase Bank, J.P. Morgan Securities, Inc. and other lending
parties thereto, filed as Exhibit 10.1 to the quarterly
report on Form 10-Q for the quarter ended July 31,
2004, file number 1-6089, is incorporated herein by
reference. |
|
10 |
.31 |
|
Five-Year Credit and Guarantee Agreement dated as of
August 11, 2004 among Block Financial Corporation, H&R
Block, Inc., Bank of America, N.A., Barclays Bank PLC, HSBC Bank
USA, National Association, The Royal Bank of Scotland PLC,
JPMorgan Chase Bank, J.P. Morgan Securities, Inc. and other
lending parties thereto, filed as Exhibit 10.2 to the
quarterly report on Form 10-Q for the quarter ended
July 31, 2004, file number 1-6089, is incorporated herein
by reference. |
|
10 |
.32 |
|
License Agreement dated as of June 30, 2004 by and between
Sears, Roebuck and Co. and H&R Block Services, Inc., filed
as Exhibit 10.3 to the quarterly report on Form 10-Q
for the quarter ended July 31, 2004, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.33 |
|
Leasing Operations Supplier Agreement (Products and/or Services)
dated as of September 11, 2003 between Wal*Mart Stores,
Inc. and H&R Block Services, Inc., filed as
Exhibit 10.33 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
10 |
.34 |
|
Standard Form of Agreement Between Owner and Designer/ Builder
dated as of May 5, 2003 by and between H&R Block Tax
Services, Inc. and J.E. Dunn Construction Company, filed as
Exhibit 10.2 to the quarterly report on Form 10-Q for
the quarter ended October 31, 2004, file
number 1-6089, is incorporated by reference. |
|
10 |
.35 |
|
Second Amended and Restated Loan Purchase and Contribution
Agreement dated as of November 14, 2003 between Option One
Loan Warehouse Corporation and Option One Mortgage Corporation,
filed as Exhibit 10.3 to the quarterly report on
Form 10-Q for the quarter ended January 31, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.36 |
|
Amended and Restated Sales and Servicing Agreement dated
November 12, 2004 among Option One Owner Trust 2003-5,
Option One Loan Warehouse Corporation, Option One Mortgage
Corporation and Wells Fargo Bank, N.A., filed as
Exhibit 10.4 to the quarterly report on Form 10-Q for
the quarter ended January 31, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.37 |
|
Note Purchase Agreement dated November 14, 2003 between
Option One Owner Trust 2003-5, Option One Loan Warehouse
Corporation and Citigroup Global Markets Realty Corp., filed as
Exhibit 10.5 to the quarterly report on Form 10-Q for
the quarter ended January 31, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.38 |
|
Amendment Number One to the Note Purchase Agreement, dated
November 14, 2004, among Option One Owner
Trust 2003-5, Option One Loan Warehouse Corporation and
Citigroup Global Markets Realty Corp., filed as
Exhibit 10.6 to the quarterly report on Form 10-Q for
the quarter ended January 31, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.39 |
|
Indenture dated as of November 1, 2003 between Option One
Owner Trust 2003-5 and Wells Fargo Bank Minnesota, National
Association, filed as Exhibit 10.7 to the quarterly report
on Form 10-Q for the quarter ended January 31, 2005,
file number 1-6089, is incorporated herein by reference. |
|
10 |
.40 |
|
Second Amended and Restated Sale and Servicing Agreement dated
as of March 8, 2005 among Option One Owner Trust 2001-2,
Option One Loan Warehouse Corporation, Option One Mortgage
Corporation and Wells Fargo Bank Minnesota, National
Association, filed as Exhibit 10.40 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.41 |
|
Amended and Restated Note Purchase Agreement dated as of
November 24, 2003, among Option One Owner Trust 2001-2,
Option One Loan Warehouse Corporation and Bank of America, N.A.,
filed as Exhibit 10.11 to the quarterly report on
Form 10-Q for the quarter ended January 31, 2005, file
number 1-6089, is incorporated herein by reference. |
|
10 |
.42 |
|
Amendment Number One to the Amended and Restated Note Purchase
Agreement, dated as of December 17, 2004, among Option One
Owner Trust 2001-2, Option One Loan Warehouse Corporation and
Bank of America, N.A., filed as Exhibit 10.12 to the
quarterly report on Form 10-Q for the quarter ended
January 31, 2005, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.43 |
|
Amendment Number Two to the Amended and Restated Note Purchase
Agreement, dated as of February 15, 2005, among Option One
Owner Trust 2001-2, Option One Loan Warehouse Corporation and
Bank of America, N.A., filed as Exhibit 10.12 to the
quarterly report on Form 10-Q for the quarter ended
January 31, 2005, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.44 |
|
Amended and Restated Indenture dated as of November 25,
2003 between Option One Owner Trust 2001-2 and Wells Fargo Bank
Minnesota, National Association, filed as Exhibit 10.12 to
the quarterly report on Form 10-Q for the quarter ended
January 31, 2005, file number 1-6089, is incorporated
herein by reference. |
|
10 |
.45 |
|
Letter Agreement dated as of April 1, 2000 among Option One
Mortgage Corporation and Bank of America N.A., filed as
Exhibit 10.12 to the quarterly report on Form 10-Q for
the quarter ended January 31, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.46 |
|
Amended and Restated Note Purchase Agreement dated as of
March 18, 2005 among Option One Owner Trust 2002-3, UBS
Warburg Real Estate Securities Inc. and Option One Mortgage
Corporation, filed as Exhibit 10.46 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.47 |
|
Amended and Restated Sale and Servicing Agreement dated as of
March 18, 2005, among Option One Owner Trust 2002-3, Option
One Loan Warehouse Corporation, Option One Mortgage Corporation
and Wells Fargo Bank, N.A., filed as Exhibit 10.47 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.48 |
|
Second Amended and Restated Sale and Servicing Agreement dated
as of April 29, 2005 among Option One Owner Trust 2001-1A,
Option One Loan Warehouse Corporation, Option One Mortgage
Corporation and Wells Fargo Bank, N.A., filed as
Exhibit 10.48 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.49 |
|
Indenture dated as of April 1, 2001 between Option One
Owner Trust 2001-1A and Wells Fargo Bank Minnesota, National
Association, filed as Exhibit 10.49 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.50 |
|
Amendment Number Four, dated April 16, 2004, to Indenture
between Option One Owner Trust 2001-1A and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.50 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.51 |
|
Amendment Number Five, dated April 30, 2004, to Indenture
between Option One Owner Trust 2001-1A and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.51 to the Companys annual report on Form
10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
10 |
.52 |
|
Amendment Number Six, dated April 29, 2005, to Indenture
between Option One Owner Trust 2001-1A and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.52 to the Companys annual report on Form
10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.53 |
|
Amended and Restated Note Purchase Agreement dated as of
April 16, 2004, among Option One Owner Trust 2001-1A,
Option One Loan Warehouse Corporation and Greenwich Capital
Financial Products, Inc. , filed as Exhibit 10.53 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.54 |
|
Amendment No. 1 to Amended and Restated Note Purchase
Agreement dated as of April 29, 2005 among Option One Owner
Trust 2001-1A, Greenwich Capital Financial Products and Option
One Loan Warehouse Corporation, filed as Exhibit 10.54 to
the Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.55 |
|
Second Amended and Restated Sale and Servicing Agreement dated
as of April 29, 2005 among Option One Owner Trust 2001-1B,
Option One Loan Warehouse Corporation, Option One Mortgage
Corporation and Wells Fargo Bank, N.A., filed as
Exhibit 10.55 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.56 |
|
Indenture dated as of April 1, 2001 between Option One
Owner Trust 2001-1B and Wells Fargo Bank Minnesota, National
Association, filed as Exhibit 10.56 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.57 |
|
Amendment Number Five, dated April 16, 2004, to Indenture
between Option One Owner Trust 2001-1B and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.57 to the Companys annual report on Form
10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.58 |
|
Amendment Number Six, dated April 30, 2004, to Indenture
between Option One Owner Trust 2001-1B and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.58 to the Companys annual report on Form
10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.59 |
|
Amendment Number Six, dated April 29, 2005, to Indenture
between Option One Owner Trust 2001-1B and Wells Fargo Bank
Minnesota, National Association, as amended and restated through
and including November 25, 2003, filed as
Exhibit 10.59 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.60 |
|
Amended and Restated Note Purchase Agreement dated as of
April 16, 2004, among Option One Owner Trust 2001-1B,
Option One Loan Warehouse Corporation and Greenwich Capital
Financial Products, Inc., filed as Exhibit 10.60 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is incorporated
by reference. |
|
10 |
.61 |
|
Amendment No. 1 to Amended and Restated Note Purchase
Agreement dated as of April 29, 2005 among Option One Owner
Trust 2001-B, Steamboat Funding Corporation and Option One Loan
Warehouse Corporation, filed as Exhibit 10.61 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.62 |
|
Sale and Servicing Agreement dated as of August 8, 2003
among Option One Owner Trust 2003-4, Option One Loan Warehouse
Corporation, Option One Mortgage Corporation and Wells Fargo
Bank, National Association, filed as Exhibit 10.62 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
10 |
.63 |
|
Amendment No. 1 to Sale and Servicing Agreement dated as of
August 6, 2004 among Option One Owner Trust 2003-4, Option
One Loan Warehouse Corporation, Option One Mortgage Corporation
and Wells Fargo Bank, National Association, filed as
Exhibit 10.63 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.64 |
|
Amendment No. 2 to Sale and Servicing Agreement dated as of
August 24, 2004 among Option One Owner Trust 2003-4, Option
One Loan Warehouse Corporation, Option One Mortgage Corporation
and Wells Fargo Bank, National Association, filed as
Exhibit 10.64 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.65 |
|
Indenture dated as of August 8, 2003 between Option One
Owner Trust 2003-4 and Wells Fargo Bank Minnesota, National
Association, filed as Exhibit 10.65 to the Companys
annual report on Form 10-K for the year ended
April 30, 2005, file number 1-6089, is incorporated by
reference. |
|
10 |
.66 |
|
Note Purchase Agreement dated as of August 8, 2003 among
Option One Mortgage Corporation, Option One Loan Warehouse
Corporation, Option One Owner Trust 2003-4, Falcon Asset
Securitization Corporation, Jupiter Securitization Corporation,
Preferred Receivables Funding Corporation, financial
institutions thereto and Bank One, NA, filed as
Exhibit 10.66 to the Companys annual report on
Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.67 |
|
Amendment No. 1 to Note Purchase Agreement dated as of
August 6, 2004 among Option One Mortgage Corporation,
Option One Loan Warehouse Corporation, Option One Owner Trust
2003-4, Falcon Asset Securitization Corporation, Jupiter
Securitization Corporation, Preferred Receivables Funding
Corporation, financial institutions thereto and Bank One, NA,
filed as Exhibit 10.67 to the Companys annual report
on Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.68 |
|
Amendment No. 2 to Note Purchase Agreement dated as of
August 24, 2004 among Option One Mortgage Corporation,
Option One Loan Warehouse Corporation, Option One Owner Trust
2003-4, Falcon Asset Securitization Corporation, Jupiter
Securitization Corporation, Preferred Receivables Funding
Corporation, financial institutions thereto and Bank One, NA,
filed as Exhibit 10.68 to the Companys annual report
on Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
H&R BLOCK 2005 Form 10K
|
|
|
|
|
|
10 |
.69 |
|
Amendment No. 3 to Note Purchase Agreement dated as of
October 29, 2004 among Option One Mortgage Corporation,
Option One Loan Warehouse Corporation, Option One Owner Trust
2003-4, Falcon Asset Securitization Corporation, Jupiter
Securitization Corporation, Preferred Receivables Funding
Corporation, financial institutions thereto and Bank One, NA,
filed as Exhibit 10.69 to the Companys annual report
on Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.70 |
|
Amendment No. 4 to Note Purchase Agreement dated as of
November 30, 2004 among Option One Mortgage Corporation,
Option One Loan Warehouse Corporation, Option One Owner Trust
2003-4, Falcon Asset Securitization Corporation, Jupiter
Securitization Corporation, Preferred Receivables Funding
Corporation, financial institutions thereto and Bank One, NA,
filed as Exhibit 10.70 to the Companys annual report
on Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
10 |
.71 |
|
Amendment No. 5 to Note Purchase Agreement dated
January 31, 2005, among Option One Mortgage Corporation,
Option One Loan Warehouse Corporation, Option One Owner Trust
2003-4, Falcon Asset Securitization Corporation, Jupiter
Securitization Corporation, Preferred Receivables Funding
Corporation, financial institutions thereto and Bank One, NA,
filed as Exhibit 10.71 to the Companys annual report
on Form 10-K for the year ended April 30, 2005, file
number 1-6089, is incorporated by reference. |
|
12 |
|
|
Computation of Ratio of Earnings to Fixed Charges for the five
years ended April 30, 2005, filed as Exhibit 12 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
21 |
|
|
Subsidiaries of the Company, filed as Exhibit 21 to the
Companys annual report on Form 10-K for the year
ended April 30, 2005, file number 1-6089, is
incorporated by reference. |
|
23 |
.1 |
|
Consent of KPMG LLP, Independent Registered Public Accounting
Firm. |
|
23 |
.2 |
|
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm. |
|
31 |
.1 |
|
Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31 |
.2 |
|
Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32 |
.1 |
|
Certification by Chief Executive Officer pursuant to
18 U.S.C. 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
32 |
.2 |
|
Certification by Chief Financial Officer pursuant to
18 U.S.C. 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
* |
Indicates management contracts, compensatory plans or
arrangements. |
|
** |
Confidential Information has been omitted from this exhibit and
filed separately with the Commission pursuant to a confidential
treatment request under Rule 24b-2. |