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arbitration clauses in connection with all of our consumer financial services
                              products. It is not clear when the CFPB will publish the final version of these
                              rules, or what their content will be. It is possible that, if the CFPB issues final
                              rules that prohibit our use of consumer arbitration clauses, the risk of litigation
                              involving our consumer financial products could increase, and the revenue that we
                              derive from our consumer financial products could decline, as the result of
                              adverse outcomes of litigation, increased volume of litigation, and the expense of
                              defending such litigation.
                          c.  On June 2, 2016, the CFPB issued proposed rules that would change the
                              regulation of many forms of consumer credit. It is not clear when the CFPB will
                              publish the final version of these rules, or what their content will be. It is possible
                              that the final rules, when enacted, could impact EAs. It is also possible that,
                              depending on the form of the final rules, changes would be necessary to EAs to
                              comply with the final rules, and that such changes could have a material adverse
                              effect on the revenue that we derive from EAs.

               Wall Street Analysts

                       “We are downgrading H&R Block (HRB) to Sell (from Neutral) with a price target of
               $18 based on 9.5x our FY18E EPS of $1.88. We believe the stock, which has rallied by 9% since
               Election Day, reflects complacency in the aftermath of the election of President-elect Trump. We
               recall that Trump in August 2015 said “it would be a dream of mine to put H&R Block right out
               of business” by simplifying the tax filing process to the extent that the company’s tax preparation
               services would no longer be in demand…

                       While we acknowledge that much of the rhetoric offered up on the campaign trail during
               the lead-up to the recent presidential election is unlikely to translate into policy, we observe that
               with the Republicans poised to control the White House and both houses of Congress the
               likelihood of the enactment of legislation that would simplify tax filing in a manner that could
               reduce the need for H&R Block’s tax preparation services has increased significantly.

                       Investors are greatly concerned that planned reforms under a Trump administration will
               dramatically decrease demand for its tax-prep services, which make up the core of its business.
               Moreover, the company could also have trouble making money with its financial products,
               especially given that regulation covering refund anticipation loans and similar offerings have
               made it somewhat more difficult to make offers to customers that will appeal to them. Overall,
               H&R Block needs to figure out how to diversify its business if it wants to survive what could be
               disastrous impacts from tax reform.”


















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