HR Block 2016 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ...in tax refunds, credits and other government benefits â- Issued 1.8 million H&R Block Emerald Prepaid MasterCards® with $7.7 billion in total deposits Tax return preparation services are provided in approximately 12,000 company-owned and franchise retail tax offices worldwide by professional tax...

  • Page 3
    ... to shareholders. DIVESTITURE OF THE H&R BLOCK BANK AND CREATION OF NEW CAPITAL STRUCTURE During fiscal year 2016, we completed the final step in our multi-year effort to return to our core business of providing the best tax preparation and related services to our clients. We successfully completed...

  • Page 4
    ... this was a disappointing season. The season started slowly, and although we saw some improvement in the second half, it was not to the level we would have liked. Our assisted tax preparation business continued to lose returns and, for the first time in several years, our digital do-it-yourself...

  • Page 5
    2016 FORM 10-K

  • Page 6

  • Page 7
    ... Block Way, Kansas City, Missouri 64105 (Address of principal executive offices, including zip code) (816) 854-3000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common...

  • Page 8
    ... EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES...

  • Page 9
    ... under the laws of the State of Missouri and has subsidiaries that provide tax preparation and other services. A complete list of our subsidiaries as of April 30, 2016 can be found in Exhibit 21. We provide assisted income tax return preparation, digital do-it-yourself (DIY) tax solutions and other...

  • Page 10
    ... financial statements. DESCRIPTION OF BUSINESS GENERAL - We provide assisted and DIY tax return preparation through multiple channels (including in-person, online and mobile applications, and desktop software) and related services and products to the general public primarily in the U.S., Canada...

  • Page 11
    ... Block during fiscal year 2016, compared to 20.6 million in 2015 and 20.8 million in 2014. Our U.S. tax returns prepared during the 2016 tax season, including those prepared by our franchisees and through our DIY solutions, constituted approximately 14% of an Internal Revenue Service (IRS) estimate...

  • Page 12
    ... on a tax return filed through H&R Block and access to services to help restore their tax identity if necessary. Cash Back® Refund Discount Program. During the tax season, our Canadian operations advance refunds due to certain clients from the Canada Revenue Agency (CRA), for a fee. The fee charged...

  • Page 13
    ...have regulations and requirements relating to offering income tax courses. These requirements may include licensing, bonding and certain restrictions on advertising. Franchise Regulations. Many of the income tax return preparation offices operating in the U.S. under the name "H&R Block" are operated...

  • Page 14
    ... hire, train, and supervise these employees. The highest number of persons we employed during the fiscal year ended April 30, 2016, including these seasonal employees, was approximately 94,800. Information about our executive officers is as follows: Name, age William C. Cobb, age 59 Current position...

  • Page 15
    ... Charter. If you would like a printed copy of any of these corporate governance documents, please send your request to H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, Attention: Corporate Secretary. Information contained on our website does not constitute any part of this report...

  • Page 16
    ... years 2015 and 2014. U.S. tax returns prepared by and through H&R Block during the 2016 tax season, including those prepared by our franchisees and through our DIY solutions, constituted approximately 14% of an Internal Revenue Service (IRS) estimate of total individual income tax returns filed...

  • Page 17
    ...these new requirements may increase our costs or limit our ability to pursue certain business opportunities. A security breach of our systems, or third party systems on which we rely, resulting in unauthorized access to personal client information may adversely affect the demand for our services and...

  • Page 18
    ... business and our consolidated financial position, results of operations, and cash flows. In addition, our clients may access our services and products from personal or public computers and mobile devices and may install and use our H&R Block DIY desktop tax preparation software on their computers...

  • Page 19
    ... tax return preparation requirements or expedite refunds could have an adverse effect on our business and our consolidated financial position, results of operations, and cash flows. From time to time, there are various initiatives seeking to modify the preparation and filing of federal tax returns...

  • Page 20
    ... consolidated financial position, results of operations, and cash flows. The Company is subject to additional federal, state, and foreign laws and regulations that affect the Company, including, without limitation, in the areas of franchise, labor, advertising, consumer products, payment processing...

  • Page 21
    ... of our fiscal year, when we generally operate at a loss and incur fixed costs and costs of preparing for the upcoming tax season, (2) ensuring compliance with financial covenants under our unsecured committed line of credit (2015 CLOC), particularly if the timing of our revenue generation deviates...

  • Page 22
    ...levels, especially within client segments we serve, clients may elect not to file tax returns or seek lower cost preparation and filing alternatives. Sustained levels of high unemployment may negatively impact our ability to increase or retain tax preparation clients. 14 2016 Form 10-K | H&R Block...

  • Page 23
    ... our franchisees may operate their businesses under our brands. Adverse publicity (whether or not justified) relating to events or activities involving or attributed to us, our franchisees, employees, or agents or our services or products, which may be enhanced due to the nature of social media, may...

  • Page 24
    ...consolidated financial position, results of operations, and cash flows. We have international operations, including in Canada, Australia, and India, and may consider expansion opportunities in additional countries in the future. There is uncertainty about our ability to generate revenues from new or...

  • Page 25
    ...On June 11, 2015, the New York Court of Appeals, New York's highest court, held in ACE Securities Corp. v. DB Structured Products, Inc., that the six-year statute of limitations under New York law starts to run at the time the representations and warranties are made, not the date when the repurchase...

  • Page 26
    ... Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation, et al., filed in the Circuit Court of Cook County, Illinois (Case No. 10CH45033), and settled as to SCC in August 2015, and has not had control of the litigation or settlements thereof, SCC does not have precise information...

  • Page 27
    ... throughout the U.S., Canada and Australia. We own our corporate headquarters, which is located in Kansas City, Missouri. Our Canadian executive offices are located in a leased office in Calgary, Alberta. Our Australian executive offices are located in a leased office in Thornleigh, New South Wales...

  • Page 28
    ... 2016, 2015 and 2014 are discussed in Item 7. The data set forth below should be read in conjunction with Item 7 and the consolidated financial statements in Item 8. During fiscal year 2012, we sold our previously reported Business Services segment and recorded a loss on the sale. 20 2016 Form...

  • Page 29
    ...to the prior year. Revenues were negatively impacted by a 5.8% decline in assisted tax returns prepared (company-owned and franchise offices combined), changes in foreign currency exchange rates, and the operational and financial reporting impacts of our divestiture of H&R Block, Inc. | 2016 Form 10...

  • Page 30
    ... international operations Tax returns prepared worldwide TAX OFFICES (at the peak of the tax season): U.S. offices: Total company-owned offices Total franchise offices Total U.S. offices International offices: Canada Australia Total international offices Tax offices worldwide (1) 2016 2015 2014...

  • Page 31
    ... - Financial Results Year ended April 30, Tax preparation fees: U.S. assisted International U.S. DIY Royalties Revenues from Refund Transfers Revenues from Emerald Card® Revenues from Peace of Mind® Extended Service Plan Interest and fee income on Emerald Advance Other Total revenues Compensation...

  • Page 32
    ... 6.2% from the prior year. We acquired 260 franchise offices in fiscal year 2016 and 350 franchise offices in fiscal year 2015. We expect to continue to acquire franchisee businesses in the future, but at levels below fiscal years 2016 and 2015. International tax preparation fees decreased $17...

  • Page 33
    ... - Financial Results Year ended April 30, Tax preparation fees: U.S. assisted International U.S. DIY Royalties Revenues from Refund Transfers Revenues from Emerald Card® Revenues from Peace of Mind® Extended Service Plan Interest and fee income on Emerald Advance Other Total revenues Compensation...

  • Page 34
    ...year 2014. Total compensation and benefits increased $24.6 million primarily due to higher variable field wages resulting from increased revenues and increased training costs. Occupancy and equipment expenses increased $10.7 million, or 2.9%, primarily due to a 4.6% increase in company-owned offices...

  • Page 35
    ...provisions of $4 million in fiscal year 2016, $16 million in fiscal year 2015, and $25 million in fiscal year 2014. If the amount that SCC is ultimately required to pay with respect to claims and litigation related to its past sales and securitizations of mortgage loans, together with payment of SCC...

  • Page 36
    ... TAX POSITIONS - Nature of Estimates Required. The income tax laws of jurisdictions in which we operate are complex and subject to different interpretations by the taxpayer and applicable government taxing authorities. Income tax returns filed by us are based on our interpretation of these rules...

  • Page 37
    ...revenues and cash flow are generated during the period from January through April. Therefore, we require the use of cash to fund losses from May through December, and typically rely on available cash balances from the prior tax season and borrowings to meet our off-season liquidity needs. H&R Block...

  • Page 38
    ... share repurchase activity and changes in customer deposit balances including the sale of deposits to BofI, partially offset by the issuance of new debt. CASH REQUIREMENTS - Dividends and Share Repurchase. Returning capital to shareholders in the form of dividends and the repurchase of outstanding...

  • Page 39
    ...liquidated the AFS securities previously held by HRB Bank in connection with the closing of the P&A Transaction on August 31, 2015. Foreign Operations. Seasonal borrowing needs of our Canadian operations are typically funded by our U.S. operations. To mitigate foreign currency exchange rate risk, we...

  • Page 40
    ...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 offering of RTs, privacy, consumer protection, franchising, sales methods and banking...

  • Page 41
    ... underlying business, and assessing our prospects for future performance. 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. The following is...

  • Page 42
    ... EPS Year ended April 30, $ 2015 Pretax Income Net Income $ 1.59 EBITDA $ 948,537 From continuing operations Adjustments (pretax): Loss contingencies - litigation Severance Costs related to HRB Bank transaction Losses (gains) on AFS securities Gain on sales of tax offices/businesses Tax effect...

  • Page 43
    ... as of April 30, 2016 and 2015 by $8.9 million and $13.0 million, respectively. We generally use foreign exchange forward contracts to mitigate foreign currency exchange rate risk for seasonal loans we advance to our Canadian operations. As of April 30, 2016, our Canadian operations had repaid their...

  • Page 44
    ... audited our consolidated financial statements for fiscal years 2016, 2015 and 2014. The audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States). MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible...

  • Page 45
    ... by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 17, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting. /s/ Deloitte & Touche LLP Kansas City, Missouri June 17, 2016 H&R Block, Inc. | 2016 Form 10-K 37

  • Page 46
    ...Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended April 30, 2016 of the Company and our report dated June 17, 2016 expressed an unqualified opinion on those financial statements and financial...

  • Page 47
    CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Year ended April 30, REVENUES: Service revenues Royalty, product and other revenues OPERATING EXPENSES: Cost of revenues: Compensation and benefits Occupancy and equipment Provision for bad debt and loan losses Depreciation and amortization ...

  • Page 48
    ...cash equivalents Cash and cash equivalents - restricted Receivables, less allowance for doubtful accounts of $57,011, and $54,527 Deferred tax assets and income taxes receivable Prepaid expenses and other current assets Investments in available-for-sale securities Total current assets Mortgage loans...

  • Page 49
    ...and line of credit borrowings Repayments of long-term debt Proceeds from issuance of long-term debt Transfer of HRB Bank deposits Customer banking deposits, net Dividends paid Repurchase of common stock, including shares surrendered Proceeds from exercise of stock options Other, net Net cash used in...

  • Page 50
    ...-based compensation Stock awards exercised or vested Acquisition of treasury shares Repurchase and retirement of common shares Cash dividends declared - $0.80 per share Balances as of April 30, 2016 See accompanying notes to consolidated financial statements. 42 2016 Form 10-K | H&R Block...

  • Page 51
    ...tax seasons. Our financing receivables consist primarily of mortgage loans held for investment, participations in H&R Block Emerald Advance® lines of Credit (EAs), loans made to franchisees, and amounts due under our refund discount program in Canada (Cash Back®). H&R Block Emerald Advance® lines...

  • Page 52
    ..., we may revoke franchise rights, write off the remaining balance of the loan and refranchise the territory or begin operating it as company-owned. Cash Back® receivables. During the tax season, our Canadian operations advance refunds due to certain clients from the Canada Revenue Agency (CRA), in...

  • Page 53
    ... assured. Service revenues consist primarily of fees for preparation and filing of tax returns, both in offices and through our online programs, fees earned on refund transfers (RTs), interchange income associated with our H&R Block Emerald Prepaid MasterCard® program and fees associated with...

  • Page 54
    ... in other income on the consolidated statements of income and comprehensive income. ADVERTISING EXPENSE - Advertising costs for radio and television ads are expensed over the course of the tax season, with print and mailing advertising expensed as incurred. EMPLOYEE BENEFIT PLANS - We have a 401...

  • Page 55
    ... our fiscal years 2016, 2015 and 2014, as the effect would be antidilutive. NOTE 4: RECEIVABLES Receivables consist of the following: (in 000s) As of April 30, Loans to franchisees Receivables for tax preparation and related fees Cash Back® receivables Emerald Advance lines of credit Royalties from...

  • Page 56
    ...generally received within 60 days of filing the client's return. As of April 30, 2016 and 2015, $1.5 million and $1.3 million, respectively, of Cash Back balances were more than 60 days old. H&R Block Emerald Advance® lines of credit. Beginning in fiscal year 2016, we no longer originate EAs. These...

  • Page 57
    ... of our mortgage loan portfolio is as follows: (dollars in 000s) As of April 30, Adjustable-rate loans Fixed-rate loans Unamortized deferred fees and costs Less: Allowance for loan losses $ $ 2016 Amount 108,251 97,957 206,208 1,695 (5,518) 202,385 $ % of Total 52% $ 48% 100% 2015 Amount 130...

  • Page 58
    ... fiscal year 2016, which added approximately 260 offices to our company-owned network. The amounts and weightedaverage lives of assets acquired or added during fiscal year 2016 are as follows: (dollars in 000s) Amount Reacquired franchise rights Customer relationships Internally-developed software...

  • Page 59
    ... Less: Current portion $ $ 2016 648,129 498,175 349,012 7,435 1,502,751 (826) 1,501,925 $ $ 2015 - 497,894 - 8,194 506,088 (790) 505,298 UNSECURED COMMITTED LINE OF CREDIT - In September 2015, we terminated our previous committed line of credit agreement and entered into a new Credit and Guarantee...

  • Page 60
    ... and are required to be remeasured at fair value in the financial statements at each reporting date. There were no transfers between hierarchy levels during the fiscal years ended April 30, 2016 and 2015. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts and estimated fair values...

  • Page 61
    ... as non-interest-bearing demand deposits, checking, money market and savings accounts, was equal to the amount payable on demand (Level 1). The fair value of IRAs and other time deposits was estimated by discounting the future cash flows using the rates offered by HRB Bank for products with similar...

  • Page 62
    ...options expected term and our forfeiture rate. The dividend yield is calculated based on the current dividend and the market price of our common stock on the grant date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve in effect on 54 2016 Form 10-K | H&R Block, Inc.

  • Page 63
    ... the grant date, we typically estimate the expected volatility using historical volatility for H&R Block, Inc. and selected comparable companies. The dividend yield is calculated based on the current dividend and the market price of our common stock on the grant date. The risk-free interest rate is...

  • Page 64
    ... taken on current year income tax returns. The net loss from discontinued operations for fiscal years 2016, 2015 and 2014 totaled $9.3 million, $13.1 million and $24.9 million, respectively, and was net of tax benefits of $5.4 million, $8.1 million and $15.4 million, respectively. 56 2016 Form 10...

  • Page 65
    ... for credit losses and related reserves Internally-developed software Deferred and stock-based compensation Net operating loss carry-forward Federal tax benefits related to state unrecognized tax benefits Other Valuation allowance Total deferred tax assets Deferred tax liabilities: Prepaid expenses...

  • Page 66
    ... Company currently does not have a U.S. federal income tax return under examination. Our U.S. federal returns for 2011 and all prior periods have been audited by the IRS and are closed. Our return for 2012 has been audited by the IRS but remains open until the three year statute runs in fall of 2016...

  • Page 67
    ...million as of April 30, 2016 and 2015, respectively, related to estimated losses under our standard guarantee, which is included with our standard in-office tax preparation services. The short-term and long-term portions of this liability are included in deferred revenue and other liabilities in the...

  • Page 68
    ... 63,881 680,816 Rent expense of continuing operations for fiscal years 2016, 2015 and 2014 totaled $228.5 million, $213.1 million and $203.3 million, respectively. See notes 15 and 16 to the consolidated financial statements for additional discussion regarding guarantees and indemnifications. NOTE...

  • Page 69
    ...). SCC removed the case to the United States District Court for the Southern District of New York on June 28, 2012 (Case No. 12-cv-5067). The plaintiff, in its capacity as the master servicer for Option One Mortgage Loan Trust 2006-2 and for the benefit of the trustee and the certificate holders of...

  • Page 70
    ... Home Loan Bank of Chicago v. Bank of America Funding Corporation, et al., filed in the Circuit Court of Cook County, Illinois (Case No. 10CH45033) and settled as to SCC in August 2015), and has not had control of this litigation or any settlements thereof, SCC does not have precise information...

  • Page 71
    ... nationwide who filed Form 8863 during tax season 2013 through an H&R Block office or using H&R Block At Home® online tax services or desktop tax preparation software, and allege breach of contract, negligence and violation of state consumer laws in connection with transmission of the form. The...

  • Page 72
    ... year 2013 regarding the bulk settlement of previously denied and potential future representation and warranty and other claims against SCC. Based on settlement discussions with these counterparties, SCC believes a bulk settlement approach, rather than the loan-by-loan 64 2016 Form 10-K | H&R Block...

  • Page 73
    ... (50,000) 149,765 $ $ 2014 158,765 25,000 - 183,765 On June 11, 2015, the New York Court of Appeals, New York's highest court, held in ACE Securities Corp. v. DB Structured Products, Inc., that the six-year statute of limitations under New York law starts to run at the time the representations and...

  • Page 74
    ...in-person, online and mobile applications, and desktop software) and distribute the H&R Block-branded financial products and services of BofI. Tax returns are either prepared by H&R Block tax professionals (in company-owned or franchise offices or virtually via the internet) or prepared and filed by...

  • Page 75
    ... operations are as follows: (in 000s) Year ended April 30, REVENUES : Tax preparation fees: U.S. assisted International U.S. DIY Royalties Revenues from Refund Transfers Revenues from Emerald Card® Revenues from Peace of Mind® Extended Service Plan Interest and fee income on Emerald Advance...

  • Page 76
    ... all of our revenues from income tax return preparation and related services and products are earned during this period. As a result, we generally operate at a loss through a majority of the fiscal year. The accumulation of four quarters in fiscal years 2016 and 2015 for earnings per share...

  • Page 77
    ... CONSOLIDATING INCOME STATEMENTS Year ended April 30, 2016 Total revenues Cost of revenues Selling, general and administrative Total operating expenses Other income Interest expense on external borrowings Other expenses Income from continuing operations before taxes Income taxes (benefit) Net income...

  • Page 78
    ...April 30, 2014 Total revenues Cost of revenues Selling, general and administrative Total operating expenses Other income Interest expense on external borrowings Other expenses Income from continuing operations before taxes Income taxes Net income from continuing operations Net loss from discontinued...

  • Page 79
    ...2016 Cash & cash equivalents Cash & cash equivalents - restricted Receivables, net Prepaid expenses and other current assets Investments in available-for-sale securities Total current assets Mortgage loans...(4,869,259) $ $ $ (in 000s) Consolidated H&R Block 896,801 104,110 153,116 67,138 1,133 1,222,...

  • Page 80
    As of April 30, 2015 Cash & cash equivalents Cash & cash equivalents - restricted Receivables, net Deferred tax assets and income taxes receivable Prepaid expenses and other current assets Investments in available-for-sale securities Total current assets Mortgage loans held for investment, net ...

  • Page 81
    ... on franchise loans Intercompany borrowings (payments) Other, net Net cash provided by (used in) investing activities Cash flows from financing: Repayments of line of credit borrowings Proceeds from line of credit borrowings Proceeds from long-term debt Customer banking deposits, net Transfer of...

  • Page 82
    ... loans Intercompany borrowings (payments) Other, net Net cash provided by (used in) investing activities Cash flows from financing: Repayments of short-term borrowings Proceeds from short-term borrowings Repayments of long-term debt Customer banking deposits, net Dividends paid Repurchase of common...

  • Page 83
    ... that information required to be disclosed in the Company's 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 Commission's rules and forms. Disclosure Controls...

  • Page 84
    ...COSO), using the 2013 framework. Based on our assessment, management concluded that, as of April 30, 2016, the Company's internal control over financial reporting was effective based on the criteria set forth by COSO. The Company's external auditors that audited the consolidated financial statements...

  • Page 85
    ... our definitive proxy statement filed pursuant to Regulation 14A not later than 120 days after April 30, 2016, in the section entitled "Audit Fees," and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report: 1. The...

  • Page 86
    .... H&R BLOCK, INC. /s/ William C. Cobb William C. Cobb President and Chief Executive Officer June 17, 2016 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date...

  • Page 87
    ... Bank of New York, filed as Exhibit 4(a) to the Company's current report on Form 8-K filed April 17, 2000, file number 1-06089, is incorporated herein by reference. Second Supplemental Indenture, dated September 30, 2015, among H&R Block, Inc., Block Financial LLC (formerly known as Block Financial...

  • Page 88
    ... current report on Form 8-K filed June 26, 2012, file number 1-06089, is incorporated herein by reference. * Employment Agreement dated April 27, 2011, between H&R Block Management, LLC and William C. Cobb, filed as Exhibit 10.2 to the Company's current report on Form 8-K filed April 29, 2011, file...

  • Page 89
    ... by reference. Credit and Guarantee Agreement dated September 21, 2015, by and among Block Financial LLC, H&R Block, Inc., the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed...

  • Page 90
    ... Extension Definition Linkbase 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. 82 2016 Form 10-K | H&R Block...

  • Page 91
    ... the New York Stock Exchange on October 6, 2015. Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com Independent Auditors Deloitte & Touche LLP 1100 Walnut Street, Suite 3300 Kansas City, Missouri 64106-2129 Common Stock Traded on the New York Stock Exchange Ticker symbol: HRB

  • Page 92
    H&R BLOCK, INC. One H&R Block Way Kansas City, MO 64105 816.854.3000 www.hrblock.com