UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 11, 2005
H&R BLOCK, INC.
(Exact name of registrant as specified in charter)
Missouri (State of Incorporation) |
1-6089 (Commission File Number) |
44-0607856 (I.R.S. Employer Identification Number) |
4400 Main Street, Kansas City, MO 64111
(Address of Principal Executive Offices) (Zip Code)
(816) 753-6900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 1.01. |
Entry into a Material Definitive Agreement |
On November 11, 2005, Option One Mortgage Corporation (OOMC) and Option One Loan Warehouse Corporation (OOLWC), wholly owned subsidiaries of H&R Block, Inc. (the Company), entered into Amendment Number One to the Amended and Restated Sale and Servicing Agreement dated November 11, 2005 among OOMC, OOLWC, Option One Owner Trust 2003-5 (the Trust), and Wells Fargo Bank, N.A. (Wells Fargo) (the Amendment).
The Amendments primary purpose was to extend the term of OOMCs off-balance sheet financing arrangement with CitiBank to fund daily non-prime originations through November 10, 2006, subject to various triggers, events or occurrences that could result in earlier termination (the CitiBank Warehouse Facility).
The Citigroup Warehouse Facility provides funding totaling $1,000,000,000 and bears interest at one-month LIBOR plus additional margin rates. The Citigroup Warehouse Facility is subject to various OOMC performance triggers, limits and financial covenants, including a tangible net worth ratio, capital adequacy test, non-warehouse leverage ratios, net income test and cross-default features in which a default under other arrangements to fund daily non-prime originations would trigger a default under the Citigroup Warehouse Facility. In addition, the Citigroup Warehouse Facility permits Citigroup at any time to require the Trust to redeem specified borrowed amounts outstanding under the Citigroup Warehouse Facility.
Under the Citigroup Warehouse Facility, non-prime loans originated by OOMC are sold daily to the Trust, which utilizes the Citigroup Warehouse Facility to purchase the loans. The Trust subsequently sells the loans directly to third-party investors or back to OOMC to pool the loans for securitization, as directed by its third-party beneficial interest holders. The decision to complete a whole loan sale or a securitization is dependent on market conditions. See Off-Balance Sheet Financing Arrangements in Item 7 of the Companys Form 10-K/A for the fiscal year ended April 30, 2005.
Certain parties to the Citigroup Warehouse Facility have other relationships with the Company or its affiliates. Wells Fargo Bank, N.A., the Indenture trustee under the Citigroup Warehouse Facility, and CitiBank, N.A., an affiliate of Citigroup, are lending parties pursuant to revolving credit facilities maintained by Block Financial Corporation (BFC) and guaranteed by the Company.
Item 2.02. |
Results of Operations and Financial Condition |
On November 17, 2005, the Company issued a press release regarding its results of operations for the fiscal quarter ended October 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
Under the terms of the Citigroup Warehouse Facility, OOMC 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 Trust. 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 Trust. The maximum potential undiscounted amount of future payments that OOMC may be required to make pursuant to this guarantee would be approximately $100,000,000.
Item 9.01. |
Financial Statements and Exhibits |
(c) |
Exhibits |
Exhibit Number |
Description |
Press Release Issued November 17, 2005 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
H&R BLOCK, INC.
Date: |
November 17, 2005 |
By: /s/ Bret G. Wilson |
| ||
|
Bret G. Wilson |
| |||
|
Vice President and Secretary | ||||
EXHIBIT INDEX
Press Release issued November 17, 2005. |
|
News Release |
For Further Information
Media Relations: |
Nick Iammartino, 816-932-4835, nick.iammartino@hrblock.com | ||
Investor Relations: |
Scott Dudley, 816-932-8342, scott.dudley@hrblock.com |
|
H&R BLOCK REPORTS SECOND QUARTER FINANCIAL RESULTS
Full-Year Earnings Guidance Lowered on Mortgage Outlook
FOR RELEASE NOV. 17, 2005 4:00 P.M. EST
KANSAS CITY, Mo. H&R Block Inc. (NYSE: HRB) today reported a net loss of $72.2 million, or 22 cents per share, for the second quarter of fiscal 2006 compared with a loss of $49.9 million, or 15 cents per share, in the year-ago quarter. Revenues in the quarter rose 14 percent to $620.4 million from $542.0 million in the prior-year period, with all business segments contributing to top-line growth.
Good performance in our Tax Services, RSM McGladrey and Financial Advisors businesses was offset by weak mortgage earnings, said Mark A. Ernst, chairman and chief executive officer. Though mortgage originations and revenues were up during the second quarter, industry pricing pressure and rising funding rates combined to limit mortgage earnings.
Highlights of the 2006 second quarter include:
|
|
Solid execution by Tax Services in expanding retail locations in preparation for the upcoming tax filing season. The company now expects that an additional 1,000 H&R Block locations will be operating this tax season. |
|
|
A ninth straight quarter of double-digit organic revenue growth for RSM McGladrey, along with successful early integration of the newly acquired American Express Tax & Business Services division. |
|
|
A 30 percent increase in revenues for H&R Block Financial Advisors and a 62 percent reduction in pretax loss versus the prior-year quarter. |
Despite the mortgage rate increases we put into effect during the second quarter, rising funding costs in the secondary market limited our ability to realize margin improvement during the quarter, Ernst said. The further rate increases we have put into place and expect to achieve in the coming two months should help us restore our margins meaningfully in our third quarter and to acceptable levels by the fourth quarter.
|
- more - |
|
H&R Block Reports Second Quarter Financial Results page 2 of 5 |
Given the risk associated with the unsettled market dynamics and the pace of secondary market rate increases in the past three months, we now expect that fiscal 2006 company earnings are likely to range from $1.90 to $2.15 per share, Ernst said. The new guidance compares with a previous range of $2.12 to $2.32 per share established in June 2005.
This change in earnings outlook is entirely associated with mortgage expectations and is partially offset by improving results in our other lines of business, Ernst concluded.
For the six months ended Oct. 31, 2005, H&R Block reported a net loss of $100.5 million, or 31 cents per share, compared with a loss of $86.6 million, or 26 cents per share, for the same period of fiscal 2005. Six-month revenues rose 20 percent to $1.2 billion in fiscal 2006 from $1.0 billion last year.
Tax Services
Second quarter 2006 revenues increased 9 percent to $80.8 million from $74.1 million in the prior-year period. A pretax loss of $142.9 million in the fiscal 2006 quarter was 7 percent greater than the $133.9 million loss posted last year, due to incremental costs associated with retail office expansion from offices opened in the last year as well as current-year additions.
For the first six months of fiscal 2006, revenues of $138.0 million were up 11 percent from $124.6 million last year. The pretax loss of $287.4 million compares with a loss of $246.6 million in the year-ago period.
Our plans for the 2006 tax season are in place, and were focusing now on final implementation, Ernst said. In particular, our program to add approximately 1,000 retail locations is on target. The company expects to meet or exceed the top of its 500 to 700 range for additional retail offices and estimates it will open approximately 300 more shared locations in Wal-Mart, Sears and other retail stores.
We believe these locations will contribute to business growth this year by offering greater convenience and enhancing our ability to serve clients quickly and efficiently, Ernst said. We expect incremental client growth both this year and for several years to come as a result of adding these new service locations.
Mortgage Services
Pretax income in mortgage services declined 44 percent in the fiscal 2006 second quarter to $61.0 million from $108.5 million last year. Revenues rose 6 percent
to $301.5 million in the current quarter from $284.3 million a year ago.
For the first six months of fiscal 2006, revenues of $662.0 million were 19 percent ahead of last years $556.3 million, and pretax income of $195.5 million was 10 percent under last years $217.5 million.
|
- more - |
H&R Block Reports Second Quarter Financial Results page 3 of 5
We went into the second quarter knowing that conditions would be challenging in the mortgage business, Ernst said. However, secondary market funding costs rose sharply, offsetting the increased coupon rates we had begun to generate.
As we start the third quarter, our coupon rate increases have started to outpace the increases in our funding costs. As a result we are optimistic that we can increase origination margin in the third quarter and again in the fourth, benefiting as well from successful cost-discipline measures, Ernst said.
Loan origination volume continued to climb in the quarter, reaching a record $12.6 billion versus $10.9 billion in the first quarter of fiscal 2006. Thanks to the quality of client service we deliver, our production volume held up even as we led the industry in raising rates, Ernst said. We expect originations to remain in the range of $10 billion to $11 billion in each of the next two quarters.
Loan origination costs improved to 1.79 percent in the second quarter of 2006 from 1.94 percent in the years first quarter and 2.47 percent a year ago.
Total gain on sale for Mortgage Services was $162.6 million for the current quarter, 12 percent lower than $184.1 million in last years period. The decrease is due primarily to declining margins, partially offset by growth in loan originations, a net gain on disposition of residual interests and higher gains from interest-rate hedging activities.
Option One increased its mortgage servicing portfolio 54 percent to $82.4 billion at the end of this years second quarter, versus $53.6 billion a year ago. Servicing revenues advanced 60 percent to $100.4 million in the quarter from $62.6 million in the year-ago period.
Overall, the segments residual interests performed as expected, as the effect of lower than previously modeled credit losses was mostly offset by higher interest rates. Consequently, the company realized a net write-up to residuals of $12.8 million in the quarter, which was recorded in other comprehensive income, net of deferred taxes. The company also realized a write-up of $2.4 million on trading residuals. This write-up, and $9.7 million in write-downs, was recorded in gains on sales of mortgage assets in the income statement.
Business Services
In the 2006 second quarter, Business Services revenues rose 29 percent to $166.8 million from $129.0 million a year earlier. Revenues rose 13 percent excluding the impact of the American Express Tax & Business Services division acquired effective Oct. 1. The segments pretax loss improved 56 percent to $2.1 million versus $4.9 million last year. The business is highly seasonal and typically loses money outside the third and fourth quarters.
|
- more - |
H&R Block Reports Second Quarter Financial Results page 4 of 5
Six-month 2006 revenues of $293.7 million were 23 percent greater than $238.1 million in last years period, and a pretax loss of $8.9 million was 40 percent better than last years loss of $14.9 million.
RSM McGladrey continues to perform exceptionally well, Ernst said, and we are delighted with the expanded presence the acquisition gives us in providing tax, accounting and business services to mid-sized companies. We welcome our new colleagues formerly with American Express. The integration has been going well. Were now focused on serving clients and capturing growth opportunities in the coming busy season, Ernst noted.
Investment Services
Revenues for H&R Block Financial Advisors in the quarter increased 30 percent to $70.0 million from $53.8 million in the prior-year period. The pretax loss of $7.9 million in the quarter was 62 percent better than a loss of $20.8 million last year. Included in the quarterly loss in both years is $9.2 million of intangible amortization.
For the first six months of fiscal 2006, revenues increased 29 percent to $138.0 million from $107.3 million in the prior-year period, and pretax loss declined 62 percent to $15.5 million from $41.1 million. Intangible amortization was $18.3 million in each period.
We were looking for significant performance improvement at Financial Advisors this year, and so far that expectation is being met, Ernst said. Theres work to be done to achieve the level of performance we need to sustain this business, but the trend of improvement is clearly encouraging.
Dividend Declared
H&R Blocks board of directors declared a quarterly cash dividend of 12.5 cents per share, payable Jan. 3, 2006, to shareholders of record Dec. 13, 2005. The payment will be the companys 173rd consecutive quarterly dividend.
Other
During the second quarter of fiscal 2006, the company reacquired 4.6 million shares of its common stock at an average purchase price of $27.98 per share.
Conference Call
H&R Block will host a conference call for analysts and institutional investors at 5 p.m. EST (4 p.m. CST) Nov. 17. Mark Ernst, chairman and chief executive officer; Bill Trubeck, executive vice president and chief financial officer; Tim Gokey, president of H&R Block Tax Services; and Bob Dubrish, president and chief executive officer of Option One Mortgage Corp., will discuss the quarters results and future expectations, as well as respond to analyst questions. To access the call, please dial the number approximately five to 10 minutes prior to the scheduled starting time:
|
- more - |
H&R Block Reports Second Quarter Financial Results page 5 of 5
|
U.S./Canada: |
888-425-2715 |
Access Code: 1305947 |
|
International: |
706-679-8257 |
Access Code: 1305947 |
The call will be webcast in a listen-only format for the media and public. The link to the webcast can be obtained at www.hrblock.com. Supplemental slides will be available in connection with the webcast, or can be accessed directly on H&R Blocks Investor Relations Web site at www.hrblock.com/about/investor following market close.
A replay of the call will be available beginning at 8 p.m. EST Nov. 17 until 12 a.m. EST Nov. 25, by dialing 800-642-1687 (U.S./Canada) or 706-645-9291 (international). The replay access code is 1305947. A replay of the webcast will also be available on the companys Web site at www.hrblock.com through Dec. 17.
Except for historical information contained herein, the matters set forth in this press release are forward-looking statements based upon current information and expectations. Such 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 that could cause actual results to differ materially from what is expressed, implied or forecast in such forward-looking statements.
Such differences could be caused by a number of factors, including, but not limited to: the uncertainty that the company will achieve or exceed its revenue, earnings, and earnings-per-share growth goals or expectations for fiscal year 2006; the uncertainty of the companys ability to purchase shares of its common stock pursuant to the boards authorization; the uncertainty of the effect of any share repurchases upon the company and its shareholders; changes in interest rates; changes in economic, political or regulatory environments; changes in competition; litigation involving the company and its subsidiaries; and risks described from time to time in reports and registration statements filed by H&R Block Inc. and its subsidiaries with the Securities and Exchange Commission. Readers should take these factors into account in evaluating such forward-looking statements.
About H&R Block
H&R Block Inc. (NYSE: HRB) is a leading provider of tax, financial, mortgage, accounting and business consulting products and services. H&R Block is the worlds largest tax services provider, having prepared more than 400 million tax returns since 1955. The company and its subsidiaries generated revenues of $4.4 billion and net income of $636 million in fiscal year 2005 from operations in four principal business segments: tax preparation and advice via in-office, online and software solutions; investment and financial advisory services; retail and wholesale mortgage services; and tax/accounting/business consulting services for mid-sized businesses. Headquartered in Kansas City, Mo., H&R Block markets its services and products under three leading brands H&R Block, Option One and RSM McGladrey. For more information visit our Online Press Center at www.hrblock.com.
# # #
KEY OPERATING RESULTS
Preliminary and unaudited, amounts in thousands, except per share data
|
|
Three months ended October 31, |
| ||||||||
|
|
Revenues |
|
Income (loss) |
| ||||||
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
| ||
|
|
|
|
Restated |
|
|
|
Restated |
| ||
Tax Services |
|
$ |
80,813 |
|
$ |
74,106 |
|
($142,864 |
) |
($133,932 |
) |
Mortgage Services |
|
|
301,514 |
|
|
284,332 |
|
60,992 |
|
108,472 |
|
Business Services |
|
|
166,805 |
|
|
129,047 |
|
(2,143 |
) |
(4,892 |
) |
Investment Services |
|
|
70,018 |
|
|
53,761 |
|
(7,906 |
) |
(20,764 |
) |
Corporate |
|
|
1,256 |
|
|
707 |
|
(26,455 |
) |
(28,702 |
) |
|
|
$ |
620,406 |
|
$ |
541,953 |
|
(118,376 |
) |
(79,818 |
) |
Income tax benefit |
|
|
|
|
|
|
|
(46,198 |
) |
(29,946 |
) |
Net loss |
|
|
|
|
|
|
|
($72,178 |
) |
($49,872 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
|
|
|
|
|
|
($0.22 |
) |
($0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares outstanding |
|
|
|
|
|
|
|
326,047 |
|
329,372 |
|
|
|
Six months ended October 31, |
| ||||||||
|
|
Revenues |
|
Income (loss) |
| ||||||
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
| ||
|
|
|
|
Restated |
|
|
|
Restated |
| ||
Tax Services |
|
$ |
138,004 |
|
$ |
124,553 |
|
($287,370 |
) |
($246,578 |
) |
Mortgage Services |
|
|
661,952 |
|
|
556,305 |
|
195,460 |
|
217,497 |
|
Business Services |
|
|
293,651 |
|
|
238,149 |
|
(8,908 |
) |
(14,937 |
) |
Investment Services |
|
|
138,001 |
|
|
107,342 |
|
(15,458 |
) |
(41,107 |
) |
Corporate |
|
|
3,791 |
|
|
2,155 |
|
(47,969 |
) |
(53,493 |
) |
|
|
$ |
1,235,399 |
|
$ |
1,028,504 |
|
(164,245 |
) |
(138,618 |
) |
Income tax benefit |
|
|
|
|
|
|
|
(63,743 |
) |
(52,004 |
) |
Net loss |
|
|
|
|
|
|
|
($100,502 |
) |
($86,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
|
|
|
|
|
|
($0.31 |
) |
($0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares outstanding |
|
|
|
|
|
|
|
328,381 |
|
333,442 |
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Financial statement amounts reflect the restatement of results for the three and six months ended October 31, 2004, as detailed previously in our Form 10-K/A filed for the year ended April 30, 2005.
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.
Basic earnings per share is based on the weighted average number of shares outstanding. The dilutive effect of potential common shares is included in diluted earnings per share except in those periods with a loss.
Certain reclassifications have been made to prior year amounts to conform to the current period presentation. These reclassifications had no effect on the results of operations or stockholders' equity as previously reported.
CONDENSED CONSOLIDATED BALANCE SHEETS
Preliminary and unaudited, amounts in thousands, except share data
|
|
October 31, |
|
April 30, |
| ||
|
|
2005 |
|
2005 |
| ||
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
392,490 |
|
$ |
1,100,213 |
|
Cash and cash equivalents - restricted |
|
|
464,480 |
|
|
516,909 |
|
Marketable securities - trading |
|
|
115,573 |
|
|
11,790 |
|
Receivables from customers, brokers, dealers and clearing |
|
|
|
|
|
|
|
organizations, net |
|
|
577,506 |
|
|
590,226 |
|
Receivables, net |
|
|
696,367 |
|
|
418,788 |
|
Prepaid expenses and other current assets |
|
|
464,005 |
|
|
432,708 |
|
Total current assets |
|
|
2,710,421 |
|
|
3,070,634 |
|
|
|
|
|
|
|
|
|
Residual interests in securitizations - available-for-sale |
|
|
144,259 |
|
|
205,936 |
|
Beneficial interest in Trusts - trading |
|
|
169,378 |
|
|
215,367 |
|
Mortgage servicing rights |
|
|
254,702 |
|
|
166,614 |
|
Property and equipment, net |
|
|
362,041 |
|
|
330,150 |
|
Intangible assets, net |
|
|
247,849 |
|
|
247,092 |
|
Goodwill, net |
|
|
1,087,587 |
|
|
1,015,947 |
|
Other assets |
|
|
335,695 |
|
|
287,543 |
|
Total assets |
|
$ |
5,311,932 |
|
$ |
5,539,283 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Commercial paper |
|
$ |
498,175 |
|
$ |
0 |
|
Current portion of long-term debt |
|
|
16,946 |
|
|
25,545 |
|
Accounts payable to customers, brokers and dealers |
|
|
846,913 |
|
|
950,684 |
|
Accounts payable, accrued expenses and other |
|
|
639,812 |
|
|
564,749 |
|
Accrued salaries, wages and payroll taxes |
|
|
170,056 |
|
|
318,644 |
|
Accrued income taxes |
|
|
205,381 |
|
|
349,298 |
|
Total current liabilities |
|
|
2,377,283 |
|
|
2,208,920 |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
917,884 |
|
|
923,073 |
|
Other noncurrent liabilities |
|
|
428,395 |
|
|
430,919 |
|
Total liabilities |
|
|
3,723,562 |
|
|
3,562,912 |
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
Common stock, no par, stated value $.01 per share |
|
|
4,359 |
|
|
4,359 |
|
Additional paid-in capital |
|
|
612,207 |
|
|
598,388 |
|
Accumulated other comprehensive income |
|
|
44,463 |
|
|
68,718 |
|
Retained earnings |
|
|
3,010,902 |
|
|
3,188,785 |
|
Less cost of 110,565,669 and 104,649,850 shares of |
|
|
|
|
|
|
|
common stock in treasury |
|
|
(2,083,561 |
) |
|
(1,883,879 |
) |
Total stockholders' equity |
|
|
1,588,370 |
|
|
1,976,371 |
|
Total liabilities and stockholders' equity |
|
$ |
5,311,932 |
|
$ |
5,539,283 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Preliminary and unaudited, amounts in thousands
|
|
Six months ended October 31, |
| ||
|
|
2005 |
|
2004 |
|
|
|
|
|
Restated |
|
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
|
($100,502 |
) |
($86,614 |
) |
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
used in operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
90,173 |
|
80,267 |
|
Accretion of residual interests in securitizations |
|
(64,341 |
) |
(63,514 |
) |
Impairment of residual interests in securitizations |
|
22,108 |
|
2,609 |
|
Additions to trading securities - residual interests in securitizations |
|
(191,469 |
) |
(68,618 |
) |
Proceeds from net interest margin transactions |
|
85,472 |
|
53,348 |
|
Realized gain on sale of residual interests |
|
(28,675 |
) |
0 |
|
Additions to mortgage servicing rights |
|
(145,678 |
) |
(58,894 |
) |
Amortization and impairment of mortgage servicing rights |
|
57,590 |
|
38,653 |
|
Net change in beneficial interest in Trusts |
|
45,989 |
|
25,524 |
|
Other net changes in working capital, net of acquisitions |
|
(483,420 |
) |
(590,035 |
) |
Net cash used in operating activities |
|
(712,753 |
) |
(667,274 |
) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Cash received from residual interests in securitizations |
|
72,271 |
|
73,477 |
|
Cash received from sale of residual interests in securitizations |
|
30,497 |
|
0 |
|
Purchases of property and equipment, net |
|
(77,635 |
) |
(60,598 |
) |
Payments made for business acquisitions, net of cash acquired |
|
(200,309 |
) |
(5,472 |
) |
Other, net |
|
13,151 |
|
12,138 |
|
Net cash provided by (used in) investing activities |
|
(162,025 |
) |
19,545 |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Repayments of commercial paper |
|
(1,101,729 |
) |
(1,376,877 |
) |
Proceeds from issuance of commercial paper |
|
1,599,904 |
|
1,692,933 |
|
Proceeds from issuance of long-term debt |
|
0 |
|
395,221 |
|
Dividends paid |
|
(77,381 |
) |
(69,997 |
) |
Acquisition of treasury shares |
|
(259,745 |
) |
(529,558 |
) |
Proceeds from issuance of common stock |
|
48,001 |
|
53,933 |
|
Other, net |
|
(41,995 |
) |
(24,600 |
) |
Net cash provided by financing activities |
|
167,055 |
|
141,055 |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(707,723 |
) |
(506,674 |
) |
Cash and cash equivalents at beginning of the period |
|
1,100,213 |
|
1,072,745 |
|
Cash and cash equivalents at end of the period |
|
$392,490 |
|
$566,071 |
|
|
|
|
|
|
|
Supplementary cash flow data: |
|
|
|
|
|
Income taxes paid |
|
$169,223 |
|
$316,764 |
|
Interest paid |
|
50,098 |
|
37,320 |
|
CONDENSED CONSOLIDATED INCOME STATEMENTS
Preliminary and unaudited, amounts in thousands, except per share data
|
|
Three months ended |
|
|
|
Six months ended |
| ||||||||
|
|
2005 |
|
2004 |
|
|
|
2005 |
|
2004 |
| ||||
|
|
|
|
Restated |
|
|
|
|
|
Restated |
| ||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues |
|
$ |
384,263 |
|
$ |
290,232 |
|
|
|
$ |
699,391 |
|
$ |
538,820 |
|
Other revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on sales of mortgage assets, net |
|
|
162,630 |
|
|
184,148 |
|
|
|
|
399,061 |
|
|
367,508 |
|
Interest income |
|
|
55,010 |
|
|
48,552 |
|
|
|
|
104,263 |
|
|
88,272 |
|
Product and other revenues |
|
|
18,503 |
|
|
19,021 |
|
|
|
|
32,684 |
|
|
33,904 |
|
|
|
|
620,406 |
|
|
541,953 |
|
|
|
|
1,235,399 |
|
|
1,028,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service revenues |
|
|
387,827 |
|
|
324,084 |
|
|
|
|
731,045 |
|
|
615,059 |
|
Cost of other revenues |
|
|
134,864 |
|
|
96,249 |
|
|
|
|
258,221 |
|
|
174,644 |
|
Selling, general and administrative |
|
|
206,549 |
|
|
184,867 |
|
|
|
|
395,801 |
|
|
345,063 |
|
|
|
|
729,240 |
|
|
605,200 |
|
|
|
|
1,385,067 |
|
|
1,134,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(108,834 |
) |
|
(63,247 |
) |
|
|
|
(149,668 |
) |
|
(106,262 |
) |
Interest expense |
|
|
12,385 |
|
|
18,081 |
|
|
|
|
24,820 |
|
|
35,874 |
|
Other income, net |
|
|
2,843 |
|
|
1,510 |
|
|
|
|
10,243 |
|
|
3,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes |
|
|
(118,376 |
) |
|
(79,818 |
) |
|
|
|
(164,245 |
) |
|
(138,618 |
) |
Income tax benefit |
|
|
(46,198 |
) |
|
(29,946 |
) |
|
|
|
(63,743 |
) |
|
(52,004 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
($72,178 |
) |
|
($49,872 |
) |
|
|
|
($100,502 |
) |
|
($86,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
|
($0.22 |
) |
|
($0.15 |
) |
|
|
|
($0.31 |
) |
|
($0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares outstanding |
|
|
326,047 |
|
|
329,372 |
|
|
|
|
328,381 |
|
|
333,442 |
|
SELECTED OPERATING DATA
Unaudited
Mortgage Services |
|
Three months ended |
| |||||||||||
|
|
10/31/2005 |
|
10/31/2004 |
|
% change |
|
7/31/2005 |
|
% change |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume of loans originated (thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale (non-prime) |
|
$ |
11,078,960 |
|
$ |
5,528,361 |
|
100.4 |
% |
$ |
9,537,227 |
|
16.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail: Non-prime |
|
|
1,111,924 |
|
|
800,975 |
|
38.8 |
% |
|
950,806 |
|
16.9 |
% |
Prime |
|
|
429,924 |
|
|
183,647 |
|
134.1 |
% |
|
399,596 |
|
7.6 |
% |
|
|
|
1,541,848 |
|
|
984,622 |
|
56.6 |
% |
|
1,350,402 |
|
14.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12,620,808 |
|
$ |
6,512,983 |
|
93.8 |
% |
$ |
10,887,629 |
|
15.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan characteristics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loan size (thousands) |
|
$ |
188 |
|
$ |
157 |
|
19.7 |
% |
$ |
165 |
|
13.9 |
% |
Weighted average interest rate (WAC) (1) |
|
|
7.48 |
% |
|
7.46 |
% |
0.02 |
% |
|
7.52 |
% |
-0.04 |
% |
Weighted average FICO score (1) |
|
|
629 |
|
|
609 |
|
|
|
|
623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan sales (thousands) |
|
$ |
12,497,526 |
|
$ |
6,560,780 |
|
90.5 |
% |
$ |
10,843,006 |
|
15.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing portfolio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of loans serviced |
|
|
500,935 |
|
|
362,430 |
|
38.2 |
% |
|
451,310 |
|
11.0 |
% |
Servicing portfolio (billions) |
|
$ |
82.4 |
|
$ |
53.6 |
|
53.7 |
% |
$ |
70.5 |
|
16.9 |
% |
(1) Represents non-prime production only.
Investment Services |
|
Three months ended |
| |||||||||||
|
|
10/31/2005 |
|
10/31/2004 |
|
% change |
|
7/31/2005 |
|
% change |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer trades (2) |
|
|
233,262 |
|
|
192,909 |
|
20.9 |
% |
|
226,378 |
|
3.0 |
% |
Customer daily average trades |
|
|
3,589 |
|
|
3,014 |
|
19.1 |
% |
|
3,593 |
|
-0.1 |
% |
Average revenue per trade (3) |
|
$ |
123.16 |
|
$ |
125.13 |
|
-1.6 |
% |
$ |
126.71 |
|
-2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer accounts: (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Traditional brokerage |
|
|
428,543 |
|
|
444,770 |
|
-3.6 |
% |
|
431,046 |
|
-0.6 |
% |
Express IRAs |
|
|
378,200 |
|
|
334,928 |
|
12.9 |
% |
|
379,432 |
|
-0.3 |
% |
|
|
|
806,743 |
|
|
779,698 |
|
3.5 |
% |
|
810,478 |
|
-0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance of assets under administration (billions) |
|
$ |
29.8 |
|
$ |
27.2 |
|
9.6 |
% |
$ |
30.0 |
|
-0.7 |
% |
Average assets per traditional brokerage account |
|
$ |
68,837 |
|
$ |
60,225 |
|
14.3 |
% |
$ |
68,870 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average customer margin balances (millions) |
|
$ |
560 |
|
$ |
590 |
|
-5.1 |
% |
$ |
573 |
|
-2.3 |
% |
Average payables to customers (millions) |
|
$ |
794 |
|
$ |
962 |
|
-17.5 |
% |
$ |
841 |
|
-5.6 |
% |
Advisors |
|
|
995 |
|
|
982 |
|
1.3 |
% |
|
985 |
|
1.0 |
% |
(2) Includes only trades on which revenues are earned (revenue trades). Revenues, defined as trading revenues, are earned on both transactional and annuitized trades.
(3) Calculated as trading revenues divided by revenue trades.
(4) Includes only accounts with a positive period-end balance.