Condensed Consolidating Financial Statements | NOTE 12: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Block Financial LLC (Block Financial) is a 100% owned subsidiary of the Company. Block Financial is the Issuer and the Company is the full and unconditional Guarantor of the Senior Notes, our CLOC and other indebtedness issued from time to time. These condensed consolidating financial statements have been prepared using the equity method of accounting. Earnings of subsidiaries are, therefore, reflected in the Company's investment in subsidiaries account. The elimination entries eliminate investments in subsidiaries, related stockholders' equity and other intercompany balances and transactions. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in 000s) Three months ended July 31, 2019 H&R Block, Inc. Block Financial Other Eliminations Consolidated Total revenues $ — $ 16,534 $ 137,059 $ (3,231 ) $ 150,362 Cost of revenues — 5,216 224,698 (522 ) 229,392 Selling, general and administrative — 2,897 115,948 (2,709 ) 116,136 Total operating expenses — 8,113 340,646 (3,231 ) 345,528 Other income (expense), net (151,752 ) 10,497 13,868 136,510 9,123 Interest expense on external borrowings — (21,056 ) (15 ) — (21,071 ) Loss from continuing operations before income tax benefit (151,752 ) (2,138 ) (189,734 ) 136,510 (207,114 ) Income tax benefit (1,505 ) (178 ) (59,707 ) — (61,390 ) Net loss from continuing operations (150,247 ) (1,960 ) (130,027 ) 136,510 (145,724 ) Net loss from discontinued operations — (4,523 ) — — (4,523 ) Net loss (150,247 ) (6,483 ) (130,027 ) 136,510 (150,247 ) Other comprehensive loss (2,320 ) — (2,320 ) 2,320 (2,320 ) Comprehensive loss $ (152,567 ) $ (6,483 ) $ (132,347 ) $ 138,830 $ (152,567 ) (in 000s) Three months ended July 31, 2018 H&R Block, Inc. Block Financial Other Eliminations Consolidated Total revenues $ — $ 16,832 $ 131,477 $ (3,126 ) $ 145,183 Cost of revenues — 5,033 217,118 (591 ) 221,560 Selling, general and administrative — 3,250 105,025 (2,535 ) 105,740 Total operating expenses — 8,283 322,143 (3,126 ) 327,300 Other income (expense), net (153,616 ) 9,827 7,048 141,283 4,542 Interest expense on external borrowings — (21,123 ) (67 ) — (21,190 ) Loss from continuing operations before income tax benefit (153,616 ) (2,747 ) (183,685 ) 141,283 (198,765 ) Income tax benefit (946 ) (3,701 ) (45,321 ) — (49,968 ) Net income (loss) from continuing operation s (152,670 ) 954 (138,364 ) 141,283 (148,797 ) Net loss from discontinued operations — (3,873 ) — — (3,873 ) Net loss (152,670 ) (2,919 ) (138,364 ) 141,283 (152,670 ) Other comprehensive loss (1,731 ) — (1,731 ) 1,731 (1,731 ) Comprehensive loss $ (154,401 ) $ (2,919 ) $ (140,095 ) $ 143,014 $ (154,401 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of July 31, 2019 H&R Block, Inc. Block Financial Other Eliminations Consolidated Cash & cash equivalents $ — $ 4,641 $ 603,027 $ — $ 607,668 Cash & cash equivalents - restricted — — 157,786 — 157,786 Receivables, net — 26,392 49,736 — 76,128 Prepaid expenses and other current assets 2,811 1,682 100,630 — 105,123 Total current assets 2,811 32,715 911,179 — 946,705 Property and equipment, net — 470 199,209 — 199,679 Operating lease right of use asset — 334 485,813 — 486,147 Intangible assets, net — — 419,391 — 419,391 Goodwill — — 821,278 — 821,278 Deferred tax assets and income taxes receivable 464 15,953 125,999 — 142,416 Investments in subsidiaries 3,245,662 — 131,249 (3,376,911 ) — Amounts due from affiliates — 1,547,959 2,914,289 (4,462,248 ) — Other noncurrent assets — 62,455 31,929 — 94,384 Total assets $ 3,248,937 $ 1,659,886 $ 6,040,336 $ (7,839,159 ) $ 3,110,000 Accounts payable and accrued expenses 19,221 6,093 96,842 — 122,156 Accrued salaries, wages and payroll taxes — 1,787 46,379 — 48,166 Accrued income taxes and reserves for uncertain tax positions — 1,060 181,868 — 182,928 Operating lease liabilities — 134 186,221 — 186,355 Deferred revenue and other current liabilities — 23,861 169,503 — 193,364 Total current liabilities 19,221 32,935 680,813 — 732,969 Long-term debt — 1,493,289 — — 1,493,289 Deferred tax liabilities and reserves for uncertain tax positions 24,623 1,486 173,605 — 199,714 Operating lease liabilities — 187 292,631 — 292,818 Deferred revenue and other noncurrent liabilities — 740 99,666 — 100,406 Amounts due to affiliates 2,914,289 — 1,547,959 (4,462,248 ) — Total liabilities 2,958,133 1,528,637 2,794,674 (4,462,248 ) 2,819,196 Stockholders' equity 290,804 131,249 3,245,662 (3,376,911 ) 290,804 Total liabilities and stockholders' equity $ 3,248,937 $ 1,659,886 $ 6,040,336 $ (7,839,159 ) $ 3,110,000 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of July 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 3,759 $ 975,357 $ — $ 979,116 Cash & cash equivalents - restricted — — 131,376 — 131,376 Receivables, net — 40,457 30,119 — 70,576 Prepaid expenses and other current assets 2,811 1,954 96,290 — 101,055 Total current assets 2,811 46,170 1,233,142 — 1,282,123 Property and equipment, net — 418 226,585 — 227,003 Intangible assets, net — — 354,831 — 354,831 Goodwill — — 507,941 — 507,941 Deferred tax assets and income taxes receivable — 17,941 113,742 — 131,683 Investments in subsidiaries 2,762,660 — 128,396 (2,891,056 ) — Amounts due from affiliates — 1,538,119 2,560,781 (4,098,900 ) — Other noncurrent assets — 56,004 45,453 — 101,457 Total assets $ 2,765,471 $ 1,658,652 $ 5,170,871 $ (6,989,956 ) $ 2,605,038 Accounts payable and accrued expenses $ 2,216 $ 7,511 $ 135,744 $ — $ 145,471 Accrued salaries, wages and payroll taxes — 1,423 36,045 — 37,468 Accrued income taxes and reserves for uncertain tax positions — 1,060 177,253 — 178,313 Deferred revenue and other current liabilities — 24,952 177,792 — 202,744 Total current liabilities 2,216 34,946 526,834 — 563,996 Long-term debt — 1,490,668 4,338 — 1,495,006 Deferred tax liabilities and reserves for uncertain tax positions 10,465 3,989 216,838 — 231,292 Deferred revenue and other noncurrent liabilities — 653 122,082 — 122,735 Amounts due to affiliates 2,560,781 — 1,538,119 (4,098,900 ) — Total liabilities 2,573,462 1,530,256 2,408,211 (4,098,900 ) 2,413,029 Stockholders' equity 192,009 128,396 2,762,660 (2,891,056 ) 192,009 Total liabilities and stockholders' equity $ 2,765,471 $ 1,658,652 $ 5,170,871 $ (6,989,956 ) $ 2,605,038 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of April 30, 2019 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 4,109 $ 1,568,041 $ — $ 1,572,150 Cash & cash equivalents - restricted — — 135,577 — 135,577 Receivables, net — 35,901 103,064 — 138,965 Prepaid expenses and other current assets 2,812 1,695 142,160 — 146,667 Total current assets 2,812 41,705 1,948,842 — 1,993,359 Property and equipment, net — 552 211,540 — 212,092 Intangible assets, net — — 342,493 — 342,493 Goodwill — — 519,937 — 519,937 Deferred tax assets and income taxes receivable 3,218 15,953 122,808 — 141,979 Investments in subsidiaries 3,378,009 — 137,733 (3,515,742 ) — Amounts due from affiliates — 1,562,958 2,815,617 (4,378,575 ) — Other noncurrent assets — 54,976 35,109 — 90,085 Total assets $ 3,384,039 $ 1,676,144 $ 6,134,079 $ (7,894,317 ) $ 3,299,945 Accounts payable and accrued expenses $ 2,272 $ 19,735 $ 227,518 $ — $ 249,525 Accrued salaries, wages and payroll taxes — 1,564 194,963 — 196,527 Accrued income taxes and reserves for uncertain tax positions — 1,060 270,913 — 271,973 Deferred revenue and other current liabilities — 21,144 183,832 — 204,976 Total current liabilities 2,272 43,503 877,226 — 923,001 Long-term debt — 1,492,629 — — 1,492,629 Deferred tax liabilities and reserves for uncertain tax positions 24,623 1,486 171,797 — 197,906 Deferred revenue and other noncurrent liabilities — 793 144,089 — 144,882 Amounts due to affiliates 2,815,617 — 1,562,958 (4,378,575 ) — Total liabilities 2,842,512 1,538,411 2,756,070 (4,378,575 ) 2,758,418 Stockholders' equity 541,527 137,733 3,378,009 (3,515,742 ) 541,527 Total liabilities and stockholders' equity $ 3,384,039 $ 1,676,144 $ 6,134,079 $ (7,894,317 ) $ 3,299,945 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Three months ended July 31, 2019 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (13,442 ) $ (470,387 ) $ — $ (483,829 ) Cash flows from investing: Capital expenditures — — (15,181 ) — (15,181 ) Payments made for business acquisitions, net of cash acquired — — (394,411 ) — (394,411 ) Franchise loans funded — (2,689 ) (117 ) — (2,806 ) Payments from franchisees — 2,352 295 — 2,647 Intercompany borrowings (payments) — 14,999 (87,762 ) 72,763 — Other, net — (688 ) 51,632 — 50,944 Net cash provided by (used in) investing activities — 13,974 (445,544 ) 72,763 (358,807 ) Cash flows from financing: Dividends paid (52,512 ) — — — (52,512 ) Repurchase of common stock, including shares surrendered (36,456 ) — — — (36,456 ) Proceeds from exercise of stock options 1,206 — — — 1,206 Intercompany borrowings (payments) 87,762 — (14,999 ) (72,763 ) — Other, net — — (12,431 ) — (12,431 ) Net cash used in financing activities — — (27,430 ) (72,763 ) (100,193 ) Effects of exchange rates on cash — — 556 — 556 Net increase (decrease) in cash, including restricted bala nces — 532 (942,805 ) — (942,273 ) Cash, cash equivalents and restricted cash, beginning of period — 4,109 1,703,618 — 1,707,727 Cash, cash equivalents and restricted cash, end of period $ — $ 4,641 $ 760,813 $ — $ 765,454 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Three months ended July 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (6,335 ) $ (369,228 ) $ — $ (375,563 ) Cash flows from investing: Capital expenditures — — (12,057 ) — (12,057 ) Payments made for business acquisitions, net of cash acquired — — (1,449 ) — (1,449 ) Franchise loans funded — (1,791 ) (14 ) — (1,805 ) Payments from franchisees — 5,006 98 — 5,104 Intercompany borrowings (payments) — 2,718 (152,414 ) 149,696 — Other, net — (185 ) 3,830 — 3,645 Net cash provided by (used in) investing activities — 5,748 (162,006 ) 149,696 (6,562 ) Cash flows from financing: Dividends paid (52,104 ) — — — (52,104 ) Repurchase of common stock, including shares surrendered (101,665 ) — — — (101,665 ) Proceeds from exercise of stock options 1,355 — — — 1,355 Intercompany borrowings (payments) 152,414 — (2,718 ) (149,696 ) — Other, net — — (17,494 ) — (17,494 ) Net cash used in financing activities — — (20,212 ) (149,696 ) (169,908 ) Effects of exchange rates on cash — — (1,153 ) — (1,153 ) Net decrease in cash, including restricted balances — (587 ) (552,599 ) — (553,186 ) Cash, cash equivalents and restricted cash, beginning of period — 4,346 1,659,332 — 1,663,678 Cash, cash equivalents and restricted cash, end of period $ — $ 3,759 $ 1,106,733 $ — $ 1,110,492 |