Missouri
(State of Incorporation)
|
1-6089
(Commission File Number)
|
44-0607856
(I.R.S. Employer
Identification Number)
|
Item 2.02.
|
Results of Operations and Financial Condition.
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
·
|
A participating executive has the opportunity to earn a performance share payout between 0% and 250% of the target award based on performance against pre-established performance metrics.
|
·
|
Performance is measured over three separate twelve-month performance periods with the performance metrics established at the beginning of each fiscal year, with the average results for the three performance periods determining the number of performance shares earned at the end of the three-year period. This amount is then subject to a potential modification of up to plus or minus 25% based on the Company’s total shareholder return (“TSR”) over the entire three-year performance period relative to the S&P 500. As a result of the TSR modification, the maximum award of 250% of target can only be achieved if the maximum performance goals were met in each of three separate and distinct twelve-month performance periods and TSR over the entire three-year performance period equals or exceeds the 80th percentile relative to the S&P 500.
|
·
|
The performance metrics for fiscal year 2012, the first of the three, twelve-month performance periods, are (in equal weights): (i) the Company’s revenue growth (excluding the Business Services segment); and (ii) the Company’s earnings growth from continuing operations (excluding the Business Services segment) before interest, taxes, depreciation and amortization (depreciation and amortization include, if any, asset impairment).
|
·
|
Vesting of earned shares, if any, occurs at the end of the three-year performance period, subject to the following: (i) an executive will forfeit their award if they are terminated for cause or voluntarily terminate employment prior to vesting; and (ii) an executive will receive a pro-rata portion of their award based on death, disability, retirement or involuntary termination without cause prior to vesting.
|
·
|
Performance shares are settled upon vesting at the end of the related three-year performance period using shares of our common stock and do not pay dividends during the vesting period. Instead, dividend equivalents are carried as fractional performance shares until vesting, at which time they are settled as additional shares of common stock.
|
·
|
Unvested performance shares do not carry voting rights; shares earned through achievement of performance objectives carry voting rights once the shares are paid out in common stock.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit Number
|
Description
|
H&R BLOCK, INC.
|
|
Date: June 23, 2011
|
By:/s/ Andrew J. Somora
|
Andrew J. Somora
|
|
Secretary
|
·
|
Fourth quarter net income from continuing operations of $2.14 per share includes after-tax litigation charge of $17.0 million, or $0.06 per share1
|
·
|
Fiscal 2011 net income from continuing operations of $419 million, or $1.35 per share
|
·
|
Adjusted non-GAAP net income from continuing operations of $471 million in fiscal 2011, or $1.52 per share, compared to $474 million, or $1.42 per share in prior year
|
·
|
U.S. tax returns prepared up 6.5 percent, or 1.3 million returns; U.S.market share up 80 basis points to 16.4 percent
|
KEY OPERATING RESULTS
|
Unaudited, amounts in thousands, except per share data
|
Three months ended April 30,
|
||||||||
Revenues
|
Income (loss)
|
|||||||
2011
|
2010
|
2011
|
2010
|
|||||
Tax Services
|
$ 2,036,985
|
$ 2,030,299
|
$ 1,092,363
|
$ 1,080,335
|
||||
Business Services
|
280,349
|
297,647
|
32,452
|
68,441
|
||||
Corporate and Eliminations
|
8,117
|
9,948
|
(47,905)
|
(38,366)
|
||||
$ 2,325,451
|
$ 2,337,894
|
1,076,910
|
1,110,410
|
|||||
Income taxes
|
418,680
|
417,978
|
||||||
Net income from continuing operations
|
658,230
|
692,432
|
||||||
Net income (loss) from discontinued operations
|
331
|
(1,604)
|
||||||
Net income
|
$ 658,561
|
$ 690,828
|
||||||
Basic earnings (loss) per share:
|
||||||||
Net income from continuing operations
|
$ 2.15
|
$ 2.11
|
||||||
Net income (loss) from discontinued operations
|
-
|
-
|
||||||
Net income
|
$ 2.15
|
$ 2.11
|
||||||
Basic shares outstanding
|
305,283
|
326,255
|
||||||
Diluted earnings (loss) per share:
|
||||||||
Net income from continuing operations
|
$ 2.14
|
$ 2.11
|
||||||
Net income (loss) from discontinued operations
|
-
|
(0.01)
|
||||||
Net income
|
$ 2.14
|
$ 2.10
|
||||||
Diluted shares outstanding
|
306,118
|
327,314
|
||||||
Year ended April 30,
|
||||||||
Revenues
|
Income (loss)
|
|||||||
2011
|
2010
|
2011
|
2010
|
|||||
Tax Services
|
$ 2,912,361
|
$ 2,975,252
|
$ 767,498
|
$ 867,362
|
||||
Business Services
|
829,794
|
860,349
|
49,003
|
58,714
|
||||
Corporate and Eliminations
|
32,141
|
38,731
|
(139,476)
|
(141,941)
|
||||
$ 3,774,296
|
$ 3,874,332
|
677,025
|
784,135
|
|||||
Income taxes
|
257,620
|
295,189
|
||||||
Net income from continuing operations
|
419,405
|
488,946
|
||||||
Net loss from discontinued operations
|
(13,295)
|
(9,704)
|
||||||
Net income
|
$ 406,110
|
$ 479,242
|
||||||
Basic earnings (loss) per share:
|
||||||||
Net income from continuing operations
|
$ 1.35
|
$ 1.47
|
||||||
Net loss from discontinued operations
|
(0.04)
|
(0.03)
|
||||||
Net income
|
$ 1.31
|
$ 1.44
|
||||||
Basic shares outstanding
|
309,230
|
332,283
|
||||||
Diluted earnings (loss) per share:
|
||||||||
Net income from continuing operations
|
$ 1.35
|
$ 1.46
|
||||||
Net loss from discontinued operations
|
(0.04)
|
(0.03)
|
||||||
Net income
|
$ 1.31
|
$ 1.43
|
||||||
Diluted shares outstanding
|
309,777
|
333,236
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
Amounts in thousands, except per share data
|
April 30,
|
April 30,
|
|||
2011
|
2010
|
|||
ASSETS
|
||||
Current assets:
|
||||
Cash and cash equivalents
|
$ 1,677,844
|
$ 1,804,045
|
||
Cash and cash equivalents - restricted
|
48,383
|
34,350
|
||
Receivables, net
|
492,290
|
517,986
|
||
Prepaid expenses and other current assets
|
259,214
|
292,655
|
||
Total current assets
|
2,477,731
|
2,649,036
|
||
Mortgage loans held for investment, net
|
485,008
|
595,405
|
||
Property and equipment, net
|
307,320
|
345,470
|
||
Intangible assets, net
|
367,919
|
367,432
|
||
Goodwill
|
846,245
|
840,447
|
||
Other assets
|
723,738
|
436,528
|
||
Total assets
|
$ 5,207,961
|
$ 5,234,318
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||
Current liabilities:
|
||||
Customer banking deposits
|
$ 852,220
|
$ 852,555
|
||
Accounts payable, accrued expenses and other current liabilities
|
618,070
|
756,577
|
||
Accrued salaries, wages and payroll taxes
|
257,038
|
199,496
|
||
Accrued income taxes
|
458,910
|
459,175
|
||
Current portion of long-term debt
|
3,437
|
3,688
|
||
Federal Home Loan Bank borrowings
|
25,000
|
50,000
|
||
Total current liabilities
|
2,214,675
|
2,321,491
|
||
Long-term debt
|
1,049,754
|
1,035,144
|
||
Federal Home Loan Bank borrowings
|
-
|
25,000
|
||
Other noncurrent liabilities
|
493,958
|
412,053
|
||
Total liabilities
|
3,758,387
|
3,793,688
|
||
Stockholders' equity:
|
||||
Common stock, no par, stated value $.01 per share
|
4,124
|
4,314
|
||
Additional paid-in capital
|
812,666
|
832,604
|
||
Accumulated other comprehensive income
|
11,233
|
1,678
|
||
Retained earnings
|
2,658,103
|
2,658,586
|
||
Less treasury shares, at cost
|
(2,036,552)
|
(2,056,552)
|
||
Total stockholders' equity
|
1,449,574
|
1,440,630
|
||
Total liabilities and stockholders' equity
|
$ 5,207,961
|
$ 5,234,318
|
CONDENSED CONSOLIDATED INCOME STATEMENTS
|
|
Unaudited, amounts in thousands, except per share data
|
Three months ended April 30,
|
Year ended April 30,
|
||||||||
2011
|
2010
|
2011
|
2010
|
||||||
Revenues:
|
|||||||||
Service revenues
|
$ 2,005,008
|
$ 1,944,217
|
$ 3,225,861
|
$ 3,231,487
|
|||||
Product and other revenues
|
263,336
|
344,018
|
414,282
|
520,440
|
|||||
Interest income
|
57,107
|
49,659
|
134,153
|
122,405
|
|||||
2,325,451
|
2,337,894
|
3,774,296
|
3,874,332
|
||||||
Operating expenses:
|
|||||||||
Cost of revenues
|
1,018,461
|
1,024,850
|
2,414,590
|
2,467,996
|
|||||
Selling, general and administrative
|
232,365
|
203,936
|
694,136
|
631,499
|
|||||
1,250,826
|
1,228,786
|
3,108,726
|
3,099,495
|
||||||
Operating income
|
1,074,625
|
1,109,108
|
665,570
|
774,837
|
|||||
Other income, net
|
2,285
|
1,302
|
11,455
|
9,298
|
|||||
Income from continuing operations before tax
|
1,076,910
|
1,110,410
|
677,025
|
784,135
|
|||||
Income taxes
|
418,680
|
417,978
|
257,620
|
295,189
|
|||||
Net income from continuing operations
|
658,230
|
692,432
|
419,405
|
488,946
|
|||||
Net income (loss) from discontinued operations
|
331
|
(1,604)
|
(13,295)
|
(9,704)
|
|||||
Net income
|
$ 658,561
|
$ 690,828
|
$ 406,110
|
$ 479,242
|
|||||
Basic earnings (loss) per share:
|
|||||||||
Net income from continuing operations
|
$ 2.15
|
$ 2.11
|
$ 1.35
|
$ 1.47
|
|||||
Net income (loss) from discontinued operations
|
-
|
-
|
(0.04)
|
(0.03)
|
|||||
Net income
|
$ 2.15
|
$ 2.11
|
$ 1.31
|
$ 1.44
|
|||||
Basic shares outstanding
|
305,283
|
326,255
|
309,230
|
332,283
|
|||||
Diluted earnings (loss) per share:
|
|||||||||
Net income from continuing operations
|
$ 2.14
|
$ 2.11
|
$ 1.35
|
$ 1.46
|
|||||
Net income (loss) from discontinued operations
|
-
|
(0.01)
|
(0.04)
|
(0.03)
|
|||||
Net income
|
$ 2.14
|
$ 2.10
|
$ 1.31
|
$ 1.43
|
|||||
Diluted shares outstanding
|
306,118
|
327,314
|
309,777
|
333,236
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||
Unaudited, amounts in thousands
|
Year ended April 30,
|
|||||||||
2011
|
2010
|
||||||||
Net cash provided by operating activities
|
$ 512,503
|
$ 587,469
|
|||||||
Cash flows from investing activities:
|
|||||||||
Available-for-sale securities:
|
|||||||||
Purchases of available-for-sale securities
|
(138,824)
|
(5,365)
|
|||||||
Maturities of and payments received on available-for-sale securities
|
16,797
|
15,758
|
|||||||
Principal payments on mortgage loans held for investment, net
|
58,471
|
72,832
|
|||||||
Purchases of property and equipment
|
(62,959)
|
(90,515)
|
|||||||
Payments made for business acquisitions, net of cash acquired
|
(54,171)
|
(10,539)
|
|||||||
Proceeds from sales of businesses, net
|
71,083
|
66,623
|
|||||||
Franchise loans:
|
|||||||||
Loans funded
|
(92,455)
|
(89,664)
|
|||||||
Payments received
|
57,552
|
40,710
|
|||||||
Other, net
|
34,349
|
31,513
|
|||||||
Net cash provided by (used in) investing activities
|
(110,157)
|
31,353
|
|||||||
Cash flows from financing activities:
|
|||||||||
Repayments of commercial paper
|
(4,818,766)
|
(1,406,013)
|
|||||||
Proceeds from issuance of commercial paper
|
4,818,766
|
1,406,013
|
|||||||
Repayments of other borrowings
|
(50,000)
|
(4,267,773)
|
|||||||
Proceeds from other borrowings
|
-
|
4,242,727
|
|||||||
Customer banking deposits, net
|
(11,440)
|
17,539
|
|||||||
Dividends paid
|
(186,802)
|
(200,899)
|
|||||||
Repurchase of common stock, including shares surrendered
|
(283,534)
|
(254,250)
|
|||||||
Proceeds from exercise of stock options
|
424
|
16,682
|
|||||||
Other, net
|
(3,039)
|
(35,144)
|
|||||||
Net cash used in financing activities
|
(534,391)
|
(481,118)
|
|||||||
Effects of exchange rates on cash
|
5,844
|
11,678
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
(126,201)
|
149,382
|
|||||||
Cash and cash equivalents at beginning of the year
|
1,804,045
|
1,654,663
|
|||||||
Cash and cash equivalents at end of the year
|
$ 1,677,844
|
$ 1,804,045
|
|||||||
Supplementary cash flow data:
|
|||||||||
Income taxes paid, net of refunds received
|
$ 244,917
|
$ 359,559
|
|||||||
Interest paid on borrowings
|
73,791
|
78,305
|
|||||||
Interest paid on deposits
|
8,541
|
10,156
|
|||||||
Transfers of foreclosed loans to other assets
|
16,463
|
19,341
|
U.S. Tax Operating Data
|
|||||
(in thousands, except net average fee)
|
Year ended April 30,
|
Percent
|
||||||
2011
|
2010
|
Change
|
|||||
Net tax preparation fees - retail: (1,2)
|
|||||||
Company-owned operations
|
$ 1,739,490
|
$ 1,742,517
|
-0.2%
|
||||
Franchise operations
|
960,219
|
954,291
|
0.6%
|
||||
$ 2,699,709
|
$ 2,696,808
|
0.1%
|
|||||
Total returns prepared: (2,4)
|
|||||||
Company-owned operations
|
9,168
|
8,817
|
|
4.0%
|
|||
Franchise operations
|
5,588
|
5,429
|
2.9%
|
||||
Total retail operations
|
14,756
|
14,246
|
|
3.6%
|
|||
Software
|
2,201
|
2,193
|
0.4%
|
||||
Online
|
3,722
|
2,893
|
28.7%
|
||||
Sub-total
|
5,923
|
5,086
|
16.5%
|
||||
Free File Alliance
|
767
|
810
|
-5.3%
|
||||
Total digital tax solutions
|
6,690
|
5,896
|
13.5%
|
||||
21,446
|
20,142
|
|
6.5%
|
||||
Net average fee - retail: (2,3)
|
|||||||
Company-owned operations
|
$ 189.73
|
$ 197.63
|
-4.0%
|
||||
Franchise operations
|
171.86
|
175.65
|
-2.2%
|
||||
$ 182.96
|
$ 189.25
|
-3.3%
|
(1)
|
Amounts include gross tax preparation fees less coupons and discounts.
|
(2)
|
Prior year tax preparation fees (in thousands) of $70,199 and returns prepared (in thousands) of 365 have been reclassified between company-owned and franchise operations for offices which were refranchised during either year.
|
(3)
|
Amounts are calculated as net retail tax preparation fees divided by retail tax returns.
|
(4)
|
Total returns prepared include the filing (in thousands) of 93 and 38 extensions for 2011 and 2010 respectively.
|
NON-GAAP RECONCILIATION
|
|
Unaudited, amounts in millions, except per share amounts
|
Segment Pretax Income
|
|||||||
Tax Services
|
Business Services
|
||||||
Year ended April 30,
|
Year ended April 30,
|
||||||
2011
|
2010
|
2011
|
2010
|
||||
Pretax income - as reported
|
$ 767.5
|
$ 867.4
|
$ 49.0
|
$ 58.7
|
|||
Add back (pretax):
|
|||||||
Litigation and arbitration
|
15.0
|
-
|
28.3
|
14.5
|
|||
Incremental Emerald Advance credit losses (1)
|
40.5
|
-
|
-
|
-
|
|||
Severance
|
27.4
|
11.9
|
-
|
-
|
|||
Asset impairments
|
24.6
|
-
|
-
|
15.0
|
|||
Gain on sale of tax offices to franchisees
|
(45.1)
|
(49.0)
|
-
|
-
|
|||
62.4
|
(37.1)
|
28.3
|
29.5
|
||||
Pretax income - as adjusted
|
$ 829.9
|
$ 830.3
|
$ 77.3
|
$ 88.2
|
|||
Revenues - as reported
|
$ 2,912.4
|
$ 2,975.3
|
$ 829.8
|
$ 860.3
|
|||
Pretax margin - as reported
|
26.4%
|
29.2%
|
5.9%
|
6.8%
|
|||
Pretax margin - as adjusted
|
28.5%
|
27.9%
|
9.3%
|
10.3%
|
|||
Consolidated Net Income
|
|||||||
Year ended April 30,
|
|||||||
2011
|
2010
|
||||||
After-tax
|
Per share
|
After-tax
|
Per share
|
||||
Net income from continuing operations - as reported
|
$ 419.4
|
$ 1.35
|
$ 488.9
|
$ 1.46
|
|||
Add back (net of tax):
|
|||||||
Litigation and arbitration
|
26.8
|
0.09
|
9.1
|
0.03
|
|||
Incremental Emerald Advance credit losses (1)
|
25.1
|
0.08
|
-
|
-
|
|||
Severance
|
18.3
|
0.06
|
8.4
|
0.03
|
|||
Asset impairments
|
15.2
|
0.05
|
9.4
|
0.03
|
|||
Gain on sale of tax offices to franchisees
|
(27.9)
|
(0.09)
|
(30.6)
|
(0.09)
|
|||
Other gains (2)
|
(6.3)
|
(0.02)
|
(11.5)
|
(0.04)
|
|||
51.2
|
0.17
|
(15.2)
|
(0.04)
|
||||
Net income from continuing operations - as adjusted
|
$ 470.6
|
$ 1.52
|
$ 473.7
|
$ 1.42
|
|||
Diluted shares
|
309.8
|
333.2
|
(1)
|
Credit losses were higher in fiscal 2011 compared to fiscal 2010 as a result of higher levels of Emerald Advance clients not returning for tax preparation. Incremental credit losses were calculated based on the difference between the fiscal 2011 loss rate assumption and the actual loss rate multiplied by the principal amount of fiscal 2011 loan originations.
|
(2)
|
Represents gain on commutation of insurance liability in fiscal year 2010 and gains on residual interests in securitizations in fiscal years 2011 and 2010. Both gains were recorded in corporate operations.
|