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hrb-20210809

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): August 9, 2021

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)


Missouri	1-06089	44-0607856
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

One H&R Block Way, Kansas City, MO 64105

(Address of Principal Executive Offices) (Zip Code)

(816) 854-3000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	HRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

As previously disclosed on the Form 8-K and Form 10-K each dated June 15, 2021, H&R Block, Inc. (the “Company”) changed its fiscal year end from April 30 to June 30. As a result, the Company's 2022 fiscal year began on July 1, 2021 and will end on June 30, 2022. The change to the fiscal year end had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows.

In order to aid in the comparability to historical financial data, the Company has recast select historical financial information and metrics on the basis of a June 30 fiscal year end. Exhibit 99.1 contains recast select unaudited financial information and metrics for the three months ended September 30, 2020, the three months ended December 31, 2020, the three months ended March 31, 2021 and the three and twelve months ended June 30, 2021.

The recast select unaudited financial information and metrics contained in Exhibit 99.1 does not represent a restatement of previously issued financial statements. The information in this Item 2.02, including Exhibit 99.1, should be read in conjunction with the Company’s Transition Report on Form 10-Q for the two months ended June 30, 2021 and the Company's Annual Report on 10-K for the twelve months ended April 30, 2021.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Recast Select Una udited Financial Information Issued Augu st 9, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	August 9, 2021	By:	/s/ Scott W. Andreasen
			Scott W. Andreasen
			Vice President and Secretary

Document


						Exhibit 99.1

Introductory Note

On June 9, 2021, the Board of Directors approved a change of the Company's fiscal year end from April 30 to June 30. As a result, the Company's 2022 fiscal year began on July 1, 2021 and will end on June 30, 2022. The change to the fiscal year end had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows. In order to aid in comparability to historical financial data, the Company has recast select unaudited historical financial information and metrics on the basis of a June 30 fiscal year end in the following table. Actual results for the comparable periods in the Company's 2022 fiscal year could differ materially from those experienced in the prior year periods reflected below.


SELECT RECAST FINANCIAL RESULTS			(Unaudited) (in 000's except per share amounts)
	September 30, 2020		December 31, 2020		March 31, 2021			June 30, 2021
	Three Months Ended		Three Months Ended		Three Months Ended			Three Months Ended	Twelve Months Ended

REVENUES:
U.S. assisted tax preparation	$	207,167	$	34,020		$	1,290,892		$	608,331	$	2,140,410
U.S. royalties	22,652		5,357			150,117			60,503		238,629
U.S. DIY tax preparation	47,463		6,114			181,294			132,418		367,289
International	58,776		26,637			62,869			81,125		229,407
Refund Transfers	6,113		397			134,799			31,047		172,356
Emerald Card®	12,436		9,962			73,647			48,050		144,095
Peace of Mind® Extended Service Plan	27,192		18,570			17,668			34,421		97,851
Tax Identity Shield®	8,994		4,809			8,643			18,553		40,999
Interest and fee income on Emerald AdvanceSM	526		14,039			38,247			429		53,241
Wave	13,737		14,837			16,082			18,478		63,134
Other	12,290		7,223			9,306			12,415		41,234
Total revenues	417,346		141,965			1,983,564			1,045,770		3,588,645

Compensation and benefits:
Field wages	92,545		66,307			409,741			243,530		812,123
Other wages	63,068		63,568			78,181			75,487		280,304
Benefits and other compensation	33,805		27,650			92,825			57,102		211,382
Total compensation and benefits	189,418		157,525			580,747			376,119		1,303,809

Occupancy	96,850		99,029			113,759			103,862		413,500
Marketing and advertising	15,492		15,490			183,109			50,654		264,745
Depreciation and amortization	38,237		39,699			39,100			37,782		154,818
Bad debt	520		16,570			46,066			19,197		82,353
Other	77,582		93,200			169,546			137,457		477,785
Total operating expenses	418,099		421,513			1,132,327			725,071		2,697,010

Other income (expense), net	2,504		538			449			1,498		4,989
Interest expense on borrowings	(34,697)		(21,489)			(22,471)			(20,834)		(99,491)
Pretax income (loss)	(32,946)		(300,499)			829,215			301,363		797,133
Income taxes (benefit)	27,964		(46,510)			69,543			55,678		106,675
Net income (loss) from continuing operations	(60,910)		(253,989)			759,672			245,685		690,458
Net loss from discontinued operations	(1,346)		(1,762)			(1,425)			(1,976)		(6,509)
Net income (loss)	$	(62,256)	$	(255,751)		$	758,247		$	243,709	$	683,949

DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations	$	(0.32)	$	(1.38)		$	4.09		$	1.32	$	3.67
Discontinued operations	—		(0.01)			(0.01)			(0.01)		(0.03)
Consolidated	$	(0.32)	$	(1.39)		$	4.08		$	1.31	$	3.64

WEIGHTED AVERAGE DILUTED SHARES	192,314		183,883			184,905			184,849		187,316

Adjusted Diluted EPS(1)	$	(0.24)	$	(1.28)		$	4.11		$	1.39	$	3.94
EBITDA from continuing operations (1)	39,988		(239,311)			890,786			359,979		1,051,442

(1) All non-GAAP measures are results from continuing operations. See "Non-GAAP Financial Measures" for a reconciliation of non-GAAP measures.

Select Recast Non-GAAP Financial Measures


									(Unaudited) (in 000's)
NON-GAAP FINANCIAL MEASURE - EBITDA
	September 30, 2020		December 31, 2020		March 31, 2021			June 30, 2021
	Three Months Ended		Three Months Ended		Three Months Ended			Three Months Ended		Twelve Months Ended

Net income (loss) - as reported	$	(62,256)	$	(255,751)		$	758,247			$	243,709	$	683,949
Discontinued operations, net	(1,346)		(1,762)			(1,425)				(1,976)		(6,509)
Net income (loss) from continuing operations - as reported	(60,910)		(253,989)			759,672				245,685		690,458
Add back:
Income taxes (benefit)	27,964		(46,510)			69,543				55,678		106,675
Interest expense	34,697		21,489			22,471				20,834		99,491
Depreciation and amortization	38,237		39,699			39,100				37,782		154,818
	100,898		14,678			131,114				114,294		360,984

EBITDA from continuing operations	$	39,988	$	(239,311)		$	890,786			$	359,979	$	1,051,442


			(Unaudited) (in 000s, except per share amounts)
NON-GAAP FINANCIAL MEASURE - ADJUSTED EPS
	September 30, 2020		December 31, 2020		March 31, 2021			June 30, 2021
	Three Months Ended		Three Months Ended		Three Months Ended			Three Months Ended	Twelve Months Ended

Net income (loss) from continuing operations - as reported	$	(60,910)	$	(253,989)		$	759,672		$	245,685	$	690,458

Adjustments:
Amortization of intangibles related to acquisitions (pretax)	17,638		16,531			16,229			15,848		66,246

Tax effect of adjustments(1)	(1,854)		2,086			(11,699)			(3,648)		(15,115)
Adjusted net income (loss) from continuing operations	$	(45,126)	$	(235,372)		$	764,202		$	257,885	$	741,589

Diluted earnings (loss) per share from continuing operations - as reported	$	(0.32)	$	(1.38)		$	4.09		$	1.32	$	3.67
Adjustments, net of tax	0.08		0.10			0.02			0.07		0.27
Adjusted diluted earnings (loss) per share from continuing operations	$	(0.24)	$	(1.28)		$	4.11		$	1.39	$	3.94

(1) The tax effect of adjustments is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.

NON-GAAP FINANCIAL INFORMATION

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.

We consider our non-GAAP financial measures to be performance measures and a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business. We make adjustments for certain non-GAAP financial measures related to amortization of intangibles from acquisitions and goodwill impairments. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.

We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, adjusted EBITDA from continuing operations, EBITDA margin from continuing operations, adjusted EBITDA margin from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow. We also use EBITDA from continuing operations and pretax income of continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.