-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OgVsxIPQXSpLUMSBsc6KAVE/mfzFp0GLYBLWXoEGfxMu47QYfGOznyJVXQi5aNgl x9heYNSWAhi7ZU6GkVvKHQ== 0001217211-05-000390.txt : 20051117 0001217211-05-000390.hdr.sgml : 20051117 20051117163549 ACCESSION NUMBER: 0001217211-05-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051111 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H&R BLOCK INC CENTRAL INDEX KEY: 0000012659 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 440607856 STATE OF INCORPORATION: MO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06089 FILM NUMBER: 051213041 BUSINESS ADDRESS: STREET 1: 4400 MAIN ST CITY: KANSAS CITY STATE: MO ZIP: 64111 BUSINESS PHONE: 8167536900 MAIL ADDRESS: STREET 1: 4410 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64111 8-K 1 form8k-111705.htm CITIGROUP, EARNINGS

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 Amendment’s primary purpose was to extend the term of OOMC’s 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 Company’s 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

99.1

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

 

Exhibit 99.1

Press Release issued November 17, 2005.

 

 

 

 

 

 

EX-99.1 2 exh-111705.htm PRESS RELEASE

 


 

                

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 we’re 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 year’s $556.3 million, and pretax income of $195.5 million was 10 percent under last year’s $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 year’s 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 year’s 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 year’s 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 segment’s 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 segment’s 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 year’s period, and a pretax loss of $8.9 million was 40 percent better than last year’s 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. We’re 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. “There’s 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 Block’s 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 company’s 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 quarter’s 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 Block’s 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 company’s 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 company’s ability to purchase shares of its common stock pursuant to the board’s 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 world’s 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 Company’s 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
October 31,

 

 

 

Six months ended
October 31,

 

 

 

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.

 

 

 

 

 

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