H&R Block, Inc. (HRB) - Description of business
– TAX SERVICES GENERAL – Our Tax Services segment is primarily engaged in providing tax return preparation
and related services and products in the United States and its territories, Canada, Australia and
the United Kingdom. Revenues include fees earned for services performed at company-owned retail tax
offices, royalties from franchise retail tax offices, sales of Peace of Mind (POM) guarantees,
sales of tax preparation and other software, fees from online tax preparation, and participation in
refund anticipation loans (RALs). Segment revenues constituted 50.3% of our consolidated revenues
for fiscal year 2006, 53.4% for 2005, and 51.6% for 2004. Retail income tax return preparation and related services are provided by tax professionals
via a system of retail offices operated directly by us or by franchisees. We also offer our
services though seasonal offices located inside major retailers. We offer a number of digital tax preparation alternatives. TaxCut ® from H&R Block enables
do-it-yourself users to prepare their federal and state tax returns easily and accurately. Our
software products may be purchased through third-party retail stores, direct mail or online. Clients also have many online options: multiple versions of do-it-yourself tax preparation,
professional tax review, tax advice and tax preparation through a tax professional, whereby the
client completes a tax organizer and sends it to a tax professional for preparation and/or
signature. By offering professional and do-it-yourself tax preparation options through multiple channels,
we can serve our clients in the manner in which they choose to be served. We also offer clients a number of options for receiving their income tax refund, including a
check directly from the Internal Revenue Service (IRS), an electronic deposit directly to their
bank account, a refund anticipation check or a RAL. The following are some of the services we offer with our tax preparation service: PEACE OF MIND GUARANTEE – The POM guarantee is offered to U.S. clients, whereby we (1)
represent our clients if audited by the IRS, and (2) assume the cost, subject to certain limits, of
additional taxes owed by a client resulting from errors attributable to one of our tax
professionals’ work. The POM program has a per client cumulative limit of $5,000 in additional
taxes assessed with respect to the federal, state and local tax returns we prepared for the taxable
year covered by the program. RALs – RALs are offered to our U.S. clients by a designated bank through a contractual
relationship with HSBC Holdings plc (HSBC). An eligible, electronic filing client may apply for a
RAL at one of our offices. After meeting certain eligibility criteria, clients are offered the
opportunity to apply for a loan from HSBC in amounts up to $9,999 based upon their anticipated
federal income tax refund. We simultaneously transmit the income tax return information to the IRS
and the lending bank. Within a few days or less after the filing date, the client receives a check
or direct deposit in the amount of the loan, less the bank’s transaction fee, our tax return
preparation fee and other fees for client-selected services. Additionally, qualifying electronic
filing clients are eligible to receive their RAL proceeds, less applicable fees, in approximately
one hour after electronic filing using the Instant Money service. For a RAL to be repaid, the IRS
directly deposits the participating client’s federal income tax refund into a designated account at
the lending bank. See related discussion of RAL participations below. RACs – Refund Anticipation Checks (RACs) are offered to U.S. clients who would like to either
(1) receive their refund faster and do not have a bank account for the IRS to direct deposit their
refund or (2) have their tax preparation fees paid directly out of their refund. A RAC is not a
loan and is provided through a contractual relationship with HSBC. EXPRESS IRAs – Individual retirement accounts (Express IRAs), invested in FDIC-insured money
market accounts, are offered to U.S. clients as a tax-advantaged retirement savings tool. HRBFA
acts as custodian on the accounts, with the funds being invested at insured depository institutions
paying competitive money market interest rates. TAX RETURN PREPARATION COURSES – We offer income tax return preparation courses to the
public, which teach students how to prepare income tax returns and provide us with a source of
trained tax professionals. SOFTWARE PRODUCTS – We develop and market TaxCut income tax preparation software, Kiplinger’s
Home and Business Attorney and Kiplinger’s WILLPower SM software products. TaxCut offers a simple step-by-step tax preparation interview, data imports from money
management software and tax preparation software, calculations, completion of the appropriate tax
forms, checking for errors and, for an additional charge, electronic filing. ONLINE TAX PREPARATION – We offer a comprehensive range of tax services and products, from
tax advice to complete professional and do-it-yourself tax return preparation and electronic
filing, through our website at www.hrblock.com and www.taxcut.com . These websites allow clients to
prepare their federal and state income tax returns using the TaxCut OnlineTax Program, access tax
tips, advice and tax-related news and use calculators for tax planning. Beginning with the fiscal year 2003 tax season, we participated in the Free File Alliance
(FFA). This alliance was created by the tax return preparation industry and the IRS, and allows
qualified filers to prepare and file their federal return online at no charge. We feel that this
program provides a valuable public service and increases our visibility with new clients, while
also providing an opportunity to offer our state return preparation services to these new clients
at our regular prices. CASHBACK
PROGRAM – We offer a refund discount (CashBack) program to our customers in Canada.
Canadian law specifies the procedures we must follow in conducting the program. In accordance with
current Canadian regulations, if a customer’s tax return indicates the customer is entitled to a
tax refund, we issue a check to the client. The client assigns to us the full amount of the tax
refund to be issued by the Canada Revenue Agency (CRA) and the refund check is then sent by the CRA
directly to us. In accordance with the law, the discount is deemed to include both the tax return
preparation fee and the fee for tax refund discounting. This program is financed by short-term
borrowings. The number of returns discounted under the CashBack program in fiscal year 2006 was
approximately 653,000, compared to 581,000 in 2005 and 552,000 in 2004. See discussion of the
Canadian tax season extension under “Seasonality of Business.” CLIENTS SERVED – We, together with our franchisees, served approximately 21.9 million clients
worldwide during fiscal year 2006, compared to 21.4 million in 2005 and 21.6 million in 2004. See
discussion of the Canadian tax season extension under “Seasonality of Business.” We served 19.5
million clients in the U.S. during fiscal year 2006, compared to 19.1 million in 2005 and 19.3
million in 2004. “Clients served” includes taxpayers for whom we prepared income tax returns in
offices, federal software units sold, online completed and paid federal returns, paid state returns
when no federal return was purchased, and taxpayers for whom we provided only paid electronic
filing services. Our U.S. clients served constituted 15.7% of an IRS estimate of total individual
income tax returns filed as of April 30, 2006, compared to 15.6% in 2005 and 15.7% in 2004. OWNED
AND FRANCHISED OFFICES – A summary of our company-owned and franchise offices is as
follows:
April 30,
2006
2005
2004
U.S. OFFICES —
Company-owned offices
6,387
5,811
5,172
Company-owned shared locations (1)
1,473
1,296
996
Total company-owned offices
7,860
7,107
6,168
Franchise offices
3,703
3,528
3,418
Franchise shared locations (1)
602
526
323
Total franchise offices
4,305
4,054
3,741
12,165
11,161
9,909
INTERNATIONAL OFFICES —
Canada
1,011
912
891
Australia
362
378
378
Other
10
10
7
1,383
1,300
1,276
(1)
Shared locations include offices located within Wal-Mart, Sears or other third-party businesses.
Offices in shared locations include 1,138 offices operated in Wal-Mart stores and
793 offices in Sears stores operated as “H&R Block at Sears.” The Wal-Mart agreement expires in May
2007, and the Sears license agreement expires in July 2007, both subject to termination rights. We offer franchises as a way to expand our presence in the market. Our franchise arrangements
provide us with certain rights which are designed to protect our brand. Most of our franchisees
receive signs, designated equipment, specialized forms, local advertising, initial training, and
supervisory services, and pay us a percentage of gross tax return preparation and related service
revenues as a franchise royalty. From time to time, we have acquired the territories of existing franchisees and other tax
return preparation businesses, and will continue to do so if future conditions warrant and
satisfactory terms can be negotiated. During fiscal year 2004, we paid $243.2 million to acquire
the operations of ten of our former major franchisees. RAL PARTICIPATIONS – Since July 1996, we have been a party to agreements with HSBC and its
predecessors to participate in RALs provided by a lending bank to H&R Block tax clients. The 1996
agreement was amended and restated in January 2003 and again in June 2003. In the June 2003
agreement, we obtained the right to purchase a 49.9% participation interest in RALs obtained
through company-owned and regular franchise offices and a 25% interest in RALs obtained through
major franchise offices. The current agreement continues through June 2006. During fiscal year
2006, we signed a new agreement with HSBC in which we obtained the right topurchase a 49.9%
participation interest in all RALs obtained through our retail offices. We received a signing bonus
from HSBC during the current year in connection with this agreement, which was primarily recorded
as deferred revenue at April 30, 2006. The new agreement will be in effect from July 2006 through
June 2011. Our purchases of the participation interests are financed through short-term borrowings,
and we bear all of the credit risk associated with our interests in the RALs. Revenue from our
participation is calculated as the rate of participation multiplied by the fee paid by the borrower
to the lending bank. Our RAL participation revenue was $177.9 million, $182.8 million and $168.4
million in fiscal years 2006, 2005 and 2004, respectively. SEASONALITY
OF BUSINESS – Because most of our clients file their tax returns during the
period from January through April of each year, substantially all of our revenues from income tax
return preparation and related services and products are received during this period. As a result,
our tax segment generally operates at a loss through the first eight months of the fiscal year.
Historically, these losses primarily reflect wages of year-round personnel, training of tax
professionals, rental and furnishing of retail tax offices, and other costs and expenses relating
to preparation for the upcoming tax season. Additionally, the tax business is affected by economic
conditions and unemployment rates. Peak revenues occur during the applicable tax season, as
follows:
United States and Canada
January – April
Australia
July – October
In the current fiscal year, the CRA extended the Canadian tax season to May 1, 2006.
Clients served in our Canadian operations in fiscal year 2006 includes approximately 41,400 returns
in both company-owned and franchise offices which were accepted by the client on May 1, 2006. The
revenues related to these returns will be recognized in fiscal year 2007. Last year, the Canadian
tax season was extended to May 2, 2005. Clients served in our Canadian operations in fiscal year
2005 includes approximately 47,500 returns in both company-owned and franchise offices which were
accepted by the client on May 1 and 2, 2005. The revenues related to these returns were recognized
in fiscal year 2006. COMPETITIVE
CONDITIONS – The retail tax services business is highly competitive. There are a
substantial number of tax return preparation firms and accounting firms offering tax return
preparation services. Many tax return preparation firms and many firms not otherwise in the tax
return preparation business are involved in providing electronic filing and RAL services to the
public. Commercial tax return preparers and electronic filers are highly competitive with regard to
price, service and reputation for quality. In terms of the number of offices and personal tax
returns prepared and electronically filed in offices, online and via our software, we are the
largest company providing direct tax return preparation and electronic filing services in the U.S.
We also believe we operate the largest tax return preparation businesses in Canada and Australia. Our digital tax solutions businesses compete with a number of companies. Intuit, Inc. is the
dominant supplier of tax preparation software and is also our primary competitor in the online tax
preparation market. There are many smaller competitors in the online market, as well as free
state-sponsored online filing programs. Price and marketing competition for tax preparation
services increased in fiscal years 2006 and 2005. GOVERNMENT
REGULATION – Primary efforts toward the regulation of U.S. commercial tax return
preparers have historically been made at the federal level. Federal legislation requires income tax
return preparers to, among other things, set forth their signatures and identification numbers on
all tax returns prepared by them, and retain all tax returns prepared for three years. Federal laws
also subject income tax return preparers to accuracy-related penalties in connection with the
preparation of income tax returns. Preparers may be prohibited from further acting as income tax
return preparers if they continuously and repeatedly engage in specified misconduct. With certain
exceptions, the Internal Revenue Code also prohibits the use or disclosure by income tax return
preparers of certain income tax return information without the prior written consent of the
taxpayer. In addition, the Gramm-Leach-Bliley Act and Federal Trade Commission regulations adopted
thereunder require income tax preparers to adopt and disclose consumer privacy policies, and
provide consumers a reasonable opportunity to “opt-out” of having
personal information disclosed to unaffiliated third parties for marketing purposes. Some states
have adopted or proposed strict “opt-in” requirements in connection with use or disclosure of
consumer information. We believe the federal legislation regulating commercial tax return preparers and consumer
privacy has not had and will not have a material adverse effect on the operations of H&R Block. In
addition, no present state statutes of this nature have had a material adverse effect on our
business. We cannot, however, predict what the effect may be of the enactment of new statutes or
adoption of new regulations. The federal government regulates the electronic filing of income tax returns in part by
requiring individuals and businesses to be accepted into the electronic filing program. Once
accepted, electronic filers must comply with all publications and notices of the IRS applicable to
electronic filing, provide certaininformation to the taxpayer, comply with advertising standards
for electronic filers, and be subjected to possible monitoring by the IRS, penalties for disclosure
or use of income tax return preparation and other preparer penalties, and suspension from the
electronic filing program. States that have adopted electronic filing programs for state income tax
returns have also enacted laws regulating electronic filers and the advertising and offering of
electronic filing services. Federal statutes and regulations also regulate an electronic filer’s involvement in RALs.
Electronic filers must clearly explain the RAL is a loan and not a substitute for or a quicker way
of receiving an income tax refund. Federal laws place restrictions on the fees an electronic filer
may charge in connection with RALs. In addition, some states and localities have enacted laws and
adopted regulations for RAL facilitators and/or the advertising of RALs. There are also many states
that have statutes regulating, through licensing and other requirements, the activities of
brokering loans, providing credit services and offering “credit repair” services to consumers for a
fee (Loan Activity Statutes). We believe the procedures under which we facilitate RALs are
structured so our activities are not included within the scope of the activities regulated by these
Loan Activity Statutes. There can be no assurances, however, that states with these Loan Activity
Statutes will not contend successfully that these statutes apply to the RAL business and that we
will need to become licensed under the Loan Activity Statutes, otherwise comply with statutory
requirements, or modify procedures so that the Loan Activity Statutes are inapplicable. Many states have statutes requiring the licensing of persons offering contracts of insurance.
We have received from certain state insurance regulators inquiries about our POM guarantee program
and the applicability of the state insurance statutes. In states where the inquiries are closed,
the regulators affirmed our position that the POM guarantee is not a contract of insurance and is
therefore not subject to state insurance licensing laws. In the few states where inquiries are
pending, we believe there are no insurance laws under which the POM guarantee constitutes a
contract of insurance. There can be no assurances, however, that the product, or other similar
products we may offer in the future, will not be scrutinized as potential insurance products and
held to be subject to various insurance laws and regulations. Many of our income tax courses are regulated and licensed in select states. Failure to obtain
a tax school license could limit our ability to develop interest in tax preparation as a career or
obtain qualified tax professionals. We believe the federal, state and local laws and legislation regulating electronic filing,
RALs and the facilitation of RALs, loan brokers, credit services, credit repair services, insurance
products, and proprietary schools have not, and will not in the future, have a material adverse
effect on our operations. We cannot predict, however, what the effect may be of the enactment of
new statutes or the adoption of new regulations pertaining to these matters. As noted above under “Owned and Franchised Offices,” many of the income tax return preparation
offices operating in the U.S. under the name “H&R Block” are operated by franchisees. Certain
aspects of the franchisor/franchisee relationship have been the subject of regulation by the
Federal Trade Commission and by various states. The extent of regulation varies, but relates
primarily to disclosures to be made in connection with the grant of franchises and limitations on
termination by the franchisor under the franchise agreement. To date, no such regulation has
materially affected our business. We cannot predict, however, the effect of applicable statutes or
regulations that may be enacted or adopted in the future. We also seek to determine the applicability of all government and self-regulatory organization
statutes, ordinances, rules and regulations in the international countries in which we operate
(collectively, Foreign Laws) and to comply with these Foreign Laws. We cannot predict what effect
the enactment of future Foreign Laws, changes in interpretations of existing Foreign Laws, or the
results of future regulator inquiries regarding the applicability of Foreign Laws may have on our
segments, any particular subsidiary, or our consolidated financial statements. Statutes and regulations relating to income tax return preparers, electronic filing,
franchising and other areas affecting the income tax business also exist in other countries in
which we operate. In addition, the Canadian government regulates the refund-discounting program in
Canada. These laws have not materially affected our international operations. See discussion in “Risk Factors” for additional information. MORTGAGE SERVICES GENERAL
–
Our Mortgage Services segment originates mortgage loans, services non-prime
mortgage loans and sells and securitizes mortgage loans and residual interests in the U.S. Revenues
primarily consist of gains from sales and securitizations of mortgage assets, accretion on residual
interests and servicing fee income. Segment revenues constituted 25.6% of our consolidated revenues
for fiscal year 2006 and 28.2% for 2005 and 31.2% for 2004. We originate both non-prime and prime mortgage loans. Non-prime mortgages are those that may
not be offered throughgovernment-sponsored loan agencies and typically involve borrowers with
limited income documentation, high levels of consumer debt or past credit problems. Even though
these borrowers have credit problems, they also tend to have equity in their property that will be
used to secure the loan. Prime mortgages are those that may be offered through government sponsored
loan agencies. We conduct business through four channels:
•
Option One’s wholesale origination channel works with independent brokers throughout the
U.S. to fund non-prime mortgage loans through a national branch network. Wholesale
originations represent the majority of Option One’s total loan production.
•
HRBMC originates residential mortgage loans directly to retail consumers.
•
Option One’s national accounts channel forms partnerships with financial institutions,
including national and regional banks, to allow them to offer non-prime loans.
•
Option One’s bulk acquisitions channel specializes in the purchase of performing non-prime
mortgage loan pools.
Option One is headquartered in Irvine, California and operates in 48 states by serving 49,000
mortgage broker locations and through its network of 35 wholesale loan production branches and
eight retail production offices. HRBMC, a wholly-owned subsidiary of Option One, is a retail mortgage lender for prime,
non-prime and government loans and is licensed to conduct business in all 50 states. HRBMC is an
approved seller/servicer for Fannie Mae and Freddie Mac and is HUD authorized to originate and
underwrite FHA and VA mortgage loans. In the current year, we terminated approximately 1,200 employees and closed some of our branch
offices through a restructuring. This resulted in a pretax charge of $12.6 million. See additional
discussion of our restructuring charge in Item 8, note 16 to the consolidated financial statements. LOAN ORIGINATION – We originated $40.8 billion, $31.0 billion and $23.3 billion in mortgage
loans during fiscal years 2006, 2005 and 2004, respectively. Information regarding our non-prime
loan originations is as follows:
Year Ended April 30,
2006
2005
2004
Loan type:
2-year ARM
43.9%
61.6
%
63.4
%
3-year ARM
1.9%
4.0
%
5.2
%
Fixed 1st
12.7%
17.7
%
28.7
%
Fixed 2nd
4.9%
3.8
%
1.6
%
Interest only 1st
21.1%
12.6
%
0.7
%
40-Year
13.4%
0.0
%
0.0
%
Other
2.2%
0.3
%
0.4
%
Percentage of fixed-rate
mortgages
20.0%
22.1
%
30.4
%
Percentage of adjustable-rate mortgages
80.0%
77.9
%
69.6
%
Percentage of first mortgage
loans owner-occupied
91.7%
92.6
%
92.9
%
Loan purpose:
Cash-out refinance
60.2%
63.5
%
67.1
%
Purchase
35.0%
30.8
%
26.0
%
Rate or term refinance
4.8%
5.7
%
6.9
%
WHOLESALE. Wholesale loan originations involve an independent broker who assists the
borrower in completing the loan application, which includes securing information regarding their
assets, liabilities, income, credit history, employment history and personal information. We
require a credit report on each applicant from an industry-recognized credit reporting company. In
evaluating an applicant’s credit history, we use credit bureau risk scores, generally known as a
FICO score, which is a statistical ranking of likely future credit performance developed by Fair,
Isaac & Company and provided by the three national credit data repositories. Qualified independent
appraisers are required to appraise mortgaged properties used to secure mortgage loans. The broker
then identifies a lender who offers a loan product best suited to the borrower’s financial needs.
No one broker currently originates more than 0.7% of our total non-prime production. Upon receipt of an application from a broker, a credit report and an appraisal report, one of
our branch offices processes and underwrites the loan. Our underwriting guidelines require mortgage
loans be underwritten in a standardized procedure that complies with federal and state laws and
regulations. The guidelines are primarily intended to assess the value of the mortgaged property,
evaluate the adequacy of the property as collateral for the mortgage loan, and assess the
creditworthinessof the related borrower. The underwriting process may include an automated
underwriting decision system as a tool to assist in the assessment of the creditworthiness of the
borrower. Based upon this assessment, we advise the broker whether the loan application meets our
underwriting guidelines and product description by issuing a loan approval or denial. In some
cases, we issue a “conditional approval,” which requires the submission of additional information
or clarification. The mortgage loans are underwritten with a view toward resale in the secondary
market. RETAIL. HRBMC originates our retail mortgage loans. In fiscal year 2006, 69% of our retail
originations were non-prime and 31% were prime, compared to 75% and 25%, respectively, in 2005.
During fiscal year 2006, approximately 20% of HRBMC’s loans were made to existing H&R Block clients
compared to 35% in 2005. The application and approval process in our retail locations is similar to those described
above under “Wholesale.” SALE AND SECURITIZATION OF LOANS – Substantially all non-prime mortgage loans are sold
daily
to qualifying special purpose entities (Trusts). See discussion of our loan sale and securitization
process in Item 7, under “Off-Balance Sheet Financing Arrangements.” At April 30, 2006, Option One
held $407.5 million in loans for transfer to the H&R Block Bank when it commences operations in May
2006. These loans have been classified as held for investment on our consolidated balance sheet. Substantially all of our retail prime mortgage loans are sold to Countrywide Home Loans, Inc.
(Countrywide). The majority of mortgage loans sold to Countrywide are underwritten through an
automated system under which Countrywide assumes our representations and warranties, which comply
with Countrywide’s underwriting guidelines. This agreement allows us to achieve improved execution
due to price, efficiencies in delivery, and elimination of redundancies in operations. We do not
retain servicing rights related to the prime mortgage loans. HRBMC non-prime mortgage loans are
sold to Option One. See discussion of our prime warehouse line in Item 7, under “Capital Resources
and Liquidity by Segment.” SERVICING – Loan servicing involves collecting and remitting mortgage loan payments,
making
required advances, accounting for principal and interest, holding escrow for payment of taxes and
insurance and contacting delinquent borrowers. We receive loan-servicing fees monthly over the life
of the mortgage loans. We only service non-prime mortgage loans. At the end of fiscal year 2006, we
serviced 441,981 loans totaling $73.4 billion, compared to 435,290 loans totaling $68.0 billion at
April 30, 2005 and 324,364 loans totaling $45.3 billion at April 30, 2004. The following table summarizes our servicing portfolio by origin and includes related mortgage
servicing rights (MSRs) as of April 30, 2006 and the rate we earned on each type of servicing
during fiscal year 2006:
(dollars in 000s)
Type of Servicing
Principal Balance
MSR Balance
Rate Earned
Originated
$
62,813,849
$
272,472
0. 38
%
Sub-servicing
10,471,509
-
0. 18
%
Purchased
96,719
-
0. 50
%
Total
$
73,382,077
$
272,472
0. 38
%
When non-prime loans are sold or securitized, we generally retain the right to
service the loans, which results in MSR assets being recorded on our balance sheet. Assumptions
used in estimating the value of MSRs are
discussed in Item 8, note 1 to our consolidated financial statements. In addition to servicing
loans we originate, we also service non-prime loans originated by other lenders, designated in the
above table as sub-servicing. MSRs are recorded only in conjunction with our originated or
purchased loan-servicing portfolio. GEOGRAPHIC DISTRIBUTION – The following table details the percent of non-prime loan
origination volume and our loan origination branches by state, excluding our Retail channel, for
fiscal years 2006 and 2005:
2006
2005
Percent of
Number of
Percent of
Number of
State
Volume
Branches
Volume
Branches
California
24.5
%
6
21.8
%
8
Florida
10.7
%
3
7.2
%
4
New York
9.1
%
2
11.5
%
2
Massachusetts
6.7
%
2
8.4
%
2
New Jersey
5.1
%
1
5.3
%
3
Other
43.9
%
20
45.8
%
23
COMPETITIVE CONDITIONS – Both the non-prime and prime sectors of the residential
mortgage loan market are highly competitive. The principal methods of competition are price,
service and product differentiation. There are a substantial number of companies competing in the
residential loan market, including mortgage banking companies, commercial banks, savings
associations, credit unions and other financial institutions. There are also numerous companies
competing in the business of servicing non-prime loans. No one firm is a dominant supplier of
non-prime and prime mortgage loans or adominant servicer of non-prime loans. Inside B&C Lending
ranked Option One as the number seven originator, based on market share as of March 31, 2006, and
the number three servicer, based on servicing volume as of March 31, 2006, of non-prime loans in
the industry. SEASONALITY OF BUSINESS – Residential mortgage volume is not subject to significant seasonal
fluctuations. The mortgage business is cyclical, however, and directly affected by national
economic conditions, trends in business and finance and is impacted by changes in interest rates. GOVERNMENT REGULATION – Mortgage loans purchased, originated and/or serviced are subject to
federal laws and regulations, including:
•
The federal Truth-in-Lending Act, as amended, and Regulation Z promulgated thereunder;
•
The Equal Credit Opportunity Act, as amended, and Regulation B promulgated thereunder;
•
The Fair Credit Reporting Act, as amended;
•
The Fair Debt Collection Practices Act;
•
The federal Real Estate Settlement Procedures Act, as amended, and Regulation X promulgated
thereunder;
•
The Home Ownership Equity Protection Act (HOEPA);
•
The Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended;
•
The Home Mortgage Disclosure Act (HMDA) and Regulation C promulgated thereunder;
•
The federal Fair Housing Act;
•
The Telephone Consumer Protection Act;
•
The Gramm-Leach-Bliley Act and regulations adopted thereunder;
•
The Fair and Accurate Credit Transactions Act;
•
Regulation AB; and
•
Certain other laws and regulations.
Under environmental legislation and case law applicable in certain states, it is possible that
liability for environmental hazards in respect of real property may be imposed on a holder of a
deed to the property, which may impair the underlying collateral. Applicable state laws generally regulate interest rates and other charges pertaining to
non-prime loans. These states also require certain disclosures and require originators of certain
mortgage loans to be licensed unless an exemption is available. In addition, most states have other
laws, public policies and general principles of equity relating to consumer protection, unfair and
deceptive practices, and practices that may apply to the origination, servicing and collection of
mortgage loans. In recent years, there has been a noticeable increase in state, county and municipal statutes,
ordinances and regulations that prohibit or regulate so-called “predatory lending” practices.
Predatory lending statutes such as HOEPA, regulate “high-cost loans,” which are defined separately
by each state, county or municipal statute, regulation or ordinance, but generally include mortgage
loans with interest rates exceeding a (1) specified margin over the Treasury Index for a comparable
maturity, or (2) designated percentage of points and fees charged to borrowers. Statutes,
ordinances and regulations that regulate high-cost loans generally prohibit mortgage lenders from
engaging in certain defined practices, or require mortgage lenders to implement certain practices,
in connection with any mortgage loans that fit within the definition of a high-cost loan. We do not
originate loans which meet the definition of high-cost loans under any law. Certain state laws restrict or prohibit prepayment penalties on mortgage loans, and we relied
on the federal
Alternative Mortgage Transactions Parity Act (Parity Act) and related rules issued in the past by
the OTS to preempt state limitations on prepayment penalties. In September 2003, the OTS released a
new rule that reduced the scope of the Parity Act preemption effective July 1, 2004 and, as a
result, we can no longer rely on the Parity Act to preempt state restrictions on prepayment
penalties. The elimination of this federal preemption requires compliance with state restrictions
on prepayment penalties. These restrictions prohibit us from charging any prepayment penalty in six
states and restrict the amount or duration of prepayment penalties that we may impose in an
additional eleven states. This places us at a competitive disadvantage relative to financial
institutions that continue to enjoy federal preemption of such state restrictions. Such
institutions can charge prepayment penalties without regard to state restrictions and, as a result,
may be able to offer loans with interest rate and loan fee structures that are more attractive than
the interest rate and loan fee structures that we are able to offer. See discussion in “Risk Factors” for additional information. BUSINESS SERVICES GENERAL – Our Business Services segment offers middle-market companies accounting, tax and
business consulting services. We have continued to expand the services we offer our clients by
adding wealth management, retirement resources, payroll services, corporate finance and financial
process outsourcing. Segment revenues constituted 18.0% of our consolidated revenues for fiscal
year 2006, 13.0% for 2005 and 11.8% for 2004. This segment consists primarily of RSM McGladrey, Inc., which provides accounting, tax, and
business consulting services from 125 offices in 26 states and offers services in 18 of the top 25
U.S. markets. Services are also provided through the following businesses:
•
RSM McGladrey Retirement Resources administers retirement plans, helps clients design the
best plan for their needs, and provides retirement plan investment advice, year-end
compliance, tax reporting and consulting.
•
RSM EquiCo, Inc. is an investment banking firm specializing in business valuations,
acquisitions and divestitures for private middle-market businesses.
•
RSM McGladrey Employer Services, Inc. is a provider of payroll and benefits administration
services to middle-market businesses.
•
RSM McGladrey Financial Process Outsourcing, Inc. is a provider of accounting, reporting,
payroll and bill paying services to distributors/franchisors and their population of
retailers/franchisees.
•
PDI Global, Inc. provides marketing, communications and visibility programs, tax and
financial planning guides, and marketing and management consulting services to accountants,
consultants, lawyers, banks, insurers, and other financial service providers.
From time to time, we have acquired businesses, and will continue to do so if future
conditions warrant and satisfactory terms can be negotiated. During fiscal year 2006, we paid
$190.7 million to acquire all the outstanding common stock of American Express Tax and Business
Services, Inc., which has been merged into RSM McGladrey, Inc. RELATIONSHIP WITH ATTEST FIRMS – By regulation, we cannot provide audit and attest services.
M&P, and other public accounting firms, including those public accounting firms previously
associated with American Express Tax and Business Services, with whom we do business (collectively,
“the Attest Firms”) provide audit and review services and other services in which the Attest Firms
issue written reports on client financial statements. Through a number of agreements, including
agreements with these Attest Firms, we lease accounting personnel and provide accounting, payroll,
human resources and other administrative services to the Attest Firms and receive a management fee
for these services. We also have a cost-sharing arrangement with the Attest Firms, whereby they
reimburse us for the costs of certain items, mainly supplies and for the use of RSM owned or leased
real estate, property and equipment. The Attest Firms are limited liability partnerships with their
own management committees, legal and business advisors, professional liability insurance and risk
management policies. Accordingly, the Attest Firms are separate legal entities and not affiliates.
Some partners and employees of the Attest Firms are also employees of RSM McGladrey. SEASONALITY OF BUSINESS – Revenues for this segment are largely seasonal in nature, with peak
revenues occurring during January through April. COMPETITIVE CONDITIONS – The accounting, tax and consulting business is highly competitive.
The principal methods of competition are price, service and reputation for quality. There are a
substantial number of accounting firms offering similar services at the international, national,
regional and local levels. As our focus is on middle-market businesses, our principal competition
is with national and regional accounting firms. We believe we have a competitive advantage in the
geographic areas in which we are currently located based on the breadth of services we can offer to
these clients above and beyond what a traditional accounting firm can offer. GOVERNMENT REGULATION – Many of the same federal and state regulations relating to tax
preparers and the information concerning tax reform discussed above in the “Government Regulation”
section of “Tax Services” apply to the Business Services segment as well. However, accountants are
not subject to the same prohibition on the use or disclosure of certain income tax return
information as tax professionals. Accounting firms are also subject to state and federal
regulations governing accountants, auditors and financial planners. Various legislative and
regulatory proposals have been made relating to auditor independence and accounting oversight,
among others. Some of these proposals, if adopted, could have an impact on our operations. We
believe current state and federal regulations and known legislative and regulatory proposals do not
and will not have a material adverse effect on our operations, but we cannot predict what the
effect of future legislation, regulations and proposals may be. Auditor independence rules of the Securities and Exchange Commission (SEC) and the Public
Company Accounting Oversight Board (PCAOB) apply to the Attest Firms as public accounting firms. In
applying its auditor independence rules, the SEC views us and the Attest Firms as a single entity
and requires that the SEC independence rules for the Attest Firms apply to RSM McGladrey and that
we be independent of any SEC audit client of the Attest Firms. The SEC regards any financial
interest or prohibited business relationship we have with a client of the Attest Firms as a
financial interest or prohibited business relationship between the Attest Firms and the client for
purposes of applying its auditor independence rules. We and the Attest Firms have jointly devel
