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 October 31, 2019 H&R Block, Inc. Block Financial Other Eliminations Consolidated Total revenues $ — $ 11,750 $ 152,781 $ (3,730 ) $ 160,801 Cost of revenues — 4,866 248,513 (173 ) 253,206 Selling, general and administrative 1,538 5,290 147,063 (3,557 ) 150,334 Total operating expenses 1,538 10,156 395,576 (3,730 ) 403,540 Other income (expense), net (188,397 ) 9,995 1,209 179,932 2,739 Interest expense on external borrowings — (21,300 ) (6 ) — (21,306 ) Loss from continuing operations before income tax benefit (189,935 ) (9,711 ) (241,592 ) 179,932 (261,306 ) Income tax benefit (1,936 ) (2,832 ) (72,984 ) — (77,752 ) Net loss from continuing operations (187,999 ) (6,879 ) (168,608 ) 179,932 (183,554 ) Net loss from discontinued operations — (4,445 ) — — (4,445 ) Net loss (187,999 ) (11,324 ) (168,608 ) 179,932 (187,999 ) Other comprehensive inco me 919 — 919 (919 ) 919 Comprehensive loss $ (187,080 ) $ (11,324 ) $ (167,689 ) $ 179,013 $ (187,080 ) (in 000s) Three months ended October 31, 2018 H&R Block, Inc. Block Financial Other Eliminations Consolidated Total revenues $ — $ 11,458 $ 142,154 $ (4,741 ) $ 148,871 Cost of revenues — 7,014 245,969 (2,168 ) 250,815 Selling, general and administrative 1,476 2,847 111,569 (2,573 ) 113,319 Total operating expenses 1,476 9,861 357,538 (4,741 ) 364,134 Other income (expense), net (176,485 ) 9,018 (898 ) 172,829 4,464 Interest expense on external borrowings — (21,126 ) (65 ) — (21,191 ) Loss from continuing operations before income tax benefit (177,961 ) (10,511 ) (216,347 ) 172,829 (231,990 ) Income tax benefit (1,685 ) (2,316 ) (57,052 ) — (61,053 ) Net loss from continuing operations (176,276 ) (8,195 ) (159,295 ) 172,829 (170,937 ) Net loss from discontinued operations — (5,339 ) — — (5,339 ) Net loss (176,276 ) (13,534 ) (159,295 ) 172,829 (176,276 ) Other comprehensive loss (2,846 ) — (2,846 ) 2,846 (2,846 ) Comprehensive loss $ (179,122 ) $ (13,534 ) $ (162,141 ) $ 175,675 $ (179,122 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in 000s) Six months ended October 31, 2019 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 28,284 $ 289,840 $ (6,961 ) $ 311,163 Cost of revenues — 10,082 473,211 (695 ) 482,598 Selling, general and administrative 1,538 8,187 263,011 (6,266 ) 266,470 Total operating expenses 1,538 18,269 736,222 (6,961 ) 749,068 Other income (expense), net (340,149 ) 20,492 15,077 316,442 11,862 Interest expense on external borrowings — (42,356 ) (21 ) — (42,377 ) Loss from continuing operations before income tax benefit (341,687 ) (11,849 ) (431,326 ) 316,442 (468,420 ) Income tax benefit (3,441 ) (3,010 ) (132,691 ) — (139,142 ) Net loss from continuing operations (338,246 ) (8,839 ) (298,635 ) 316,442 (329,278 ) Net loss from discontinued operations — (8,968 ) — — (8,968 ) Net loss (338,246 ) (17,807 ) (298,635 ) 316,442 (338,246 ) Other comprehensive loss (1,401 ) — (1,401 ) 1,401 (1,401 ) Comprehensive loss $ (339,647 ) $ (17,807 ) $ (300,036 ) $ 317,843 $ (339,647 ) (in 000s) Six months ended October 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 28,290 $ 273,631 $ (7,867 ) $ 294,054 Cost of revenues — 12,047 463,087 (2,759 ) 472,375 Selling, general and administrative 1,476 6,097 216,594 (5,108 ) 219,059 Total operating expenses 1,476 18,144 679,681 (7,867 ) 691,434 Other income (expense), net (330,101 ) 18,845 6,150 314,112 9,006 Interest expense on external borrowings — (42,249 ) (132 ) — (42,381 ) Loss from continuing operations before income tax benefit (331,577 ) (13,258 ) (400,032 ) 314,112 (430,755 ) Income tax benefit (2,631 ) (6,017 ) (102,373 ) — (111,021 ) Net loss from continuing operations (328,946 ) (7,241 ) (297,659 ) 314,112 (319,734 ) Net loss from discontinued operations — (9,212 ) — — (9,212 ) Net loss (328,946 ) (16,453 ) (297,659 ) 314,112 (328,946 ) Other comprehensive loss (4,577 ) — (4,577 ) 4,577 (4,577 ) Comprehensive loss $ (333,523 ) $ (16,453 ) $ (302,236 ) $ 318,689 $ (333,523 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of October 31, 2019 H&R Block, Inc. Block Financial Other Eliminations Consolidated Cash & cash equivalents $ — $ 4,143 $ 241,169 $ — $ 245,312 Cash & cash equivalents - restricted — — 176,332 — 176,332 Receivables, net — 36,244 38,466 — 74,710 Prepaid expenses and other current assets 2,812 3,480 98,766 — 105,058 Total current assets 2,812 43,867 554,733 — 601,412 Property and equipment, net — 387 205,829 — 206,216 Operating lease right of use asset — 295 475,674 — 475,969 Intangible assets, net — — 425,377 — 425,377 Goodwill — — 815,331 — 815,331 Deferred tax assets and income taxes receivable 2,322 15,953 127,532 — 145,807 Investments in subsidiaries 3,078,076 — 119,925 (3,198,001 ) — Amounts due from affiliates — 1,667,699 3,131,764 (4,799,463 ) — Other noncurrent assets — 58,773 27,856 — 86,629 Total assets $ 3,083,210 $ 1,786,974 $ 5,884,021 $ (7,997,464 ) $ 2,756,741 Accounts payable and accrued expenses 2,570 8,252 100,617 — 111,439 Accrued salaries, wages and payroll taxes — 2,013 55,589 — 57,602 Accrued income taxes and reserves for uncertain tax positions — 1,060 105,065 — 106,125 Current portion of long-term debt — 648,651 — — 648,651 Operating lease liabilities — 150 162,747 — 162,897 Deferred revenue and other current liabilities — 20,342 156,901 — 177,243 Total current liabilities 2,570 680,468 580,919 — 1,263,957 Long-term debt and line of credit borrowings — 980,299 — — 980,299 Deferred tax liabilities and reserves for uncertain tax positions 24,623 1,486 154,253 — 180,362 Operating lease liabilities — 148 326,543 — 326,691 Deferred revenue and other noncurrent liabilities — 4,648 76,531 — 81,179 Amounts due to affiliates 3,131,764 — 1,667,699 (4,799,463 ) — Total liabilities 3,158,957 1,667,049 2,805,945 (4,799,463 ) 2,832,488 Stockholders' equity (deficiency) (75,747 ) 119,925 3,078,076 (3,198,001 ) (75,747 ) Total liabilities and stockholders' equity $ 3,083,210 $ 1,786,974 $ 5,884,021 $ (7,997,464 ) $ 2,756,741 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of October 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 4,417 $ 596,382 $ — $ 600,799 Cash & cash equivalents - restricted — — 122,507 — 122,507 Receivables, net — 39,241 22,045 — 61,286 Prepaid expenses and other current assets 2,811 3,593 100,006 — 106,410 Total current assets 2,811 47,251 840,940 — 891,002 Property and equipment, net — 524 241,248 — 241,772 Intangible assets, net — — 364,524 — 364,524 Goodwill — — 507,191 — 507,191 Deferred tax assets and income taxes receivable 434 17,941 112,612 — 130,987 Investments in subsidiaries 2,600,520 — 114,862 (2,715,382 ) — Amounts due from affiliates — 1,520,018 2,623,445 (4,143,463 ) — Other noncurrent assets — 58,288 39,532 — 97,820 Total assets $ 2,603,765 $ 1,644,022 $ 4,844,354 $ (6,858,845 ) $ 2,233,296 Accounts payable and accrued expenses $ 2,360 $ 9,933 $ 102,100 $ — $ 114,393 Accrued salaries, wages and payroll taxes — 1,641 41,755 — 43,396 Accrued income taxes and reserves for uncertain tax positions — 1,060 93,197 — 94,257 Deferred revenue and other current liabilities — 20,409 163,266 — 183,675 Total current liabilities 2,360 33,043 400,318 — 435,721 Long-term debt — 1,491,328 — — 1,491,328 Deferred tax liabilities and reserves for uncertain tax positions 9,285 3,989 222,525 — 235,799 Deferred revenue and other noncurrent liabilities — 800 100,973 — 101,773 Amounts due to affiliates 2,623,445 — 1,520,018 (4,143,463 ) — Total liabilities 2,635,090 1,529,160 2,243,834 (4,143,463 ) 2,264,621 Stockholders' equity (deficiency) (31,325 ) 114,862 2,600,520 (2,715,382 ) (31,325 ) Total liabilities and stockholders' equity $ 2,603,765 $ 1,644,022 $ 4,844,354 $ (6,858,845 ) $ 2,233,296 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) Six months ended October 31, 2019 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (20,938 ) $ (672,378 ) $ — $ (693,316 ) Cash flows from investing: Capital expenditures — — (42,854 ) — (42,854 ) Payments made for business acquisitions, net of cash acquired — — (416,925 ) — (416,925 ) Franchise loans funded — (15,868 ) (153 ) — (16,021 ) Payments from franchisees — 7,476 426 — 7,902 Intercompany borrowings (payments) — (104,742 ) (293,217 ) 397,959 — Other, net — (894 ) 51,733 — 50,839 Net cash used in investing activities — (114,028 ) (700,990 ) 397,959 (417,059 ) Cash flows from financing: Proceeds from line of credit borrowings — 135,000 — — 135,000 Dividends paid (104,063 ) — — — (104,063 ) Repurchase of common stock, including shares surrendered (190,369 ) — — — (190,369 ) Proceeds from exercise of stock options 1,215 — — — 1,215 Intercompany borrowings (payments) 293,217 — 104,742 (397,959 ) — Other, net — — (18,544 ) — (18,544 ) Net cash provided by (used in) financing activities — 135,000 86,198 (397,959 ) (176,761 ) Effects of exchange rates on cash — — 1,053 — 1,053 Net increase (decrease) in cash, including restricted bala nces — 34 (1,286,117 ) — (1,286,083 ) 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 $ — $ 4,143 $ 417,501 $ — $ 421,644 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Six months ended October 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (22,827 ) $ (604,864 ) $ — $ (627,691 ) Cash flows from investing: Capital expenditures — (164 ) (66,258 ) — (66,422 ) Payments made for business acquisitions, net of cash acquired — — (24,549 ) — (24,549 ) Franchise loans funded — (8,740 ) (175 ) — (8,915 ) Payments from franchisees — 11,442 247 — 11,689 Intercompany borrowings (payments) — 20,819 (203,834 ) 183,015 — Other, net — 209 4,784 — 4,993 Net cash provided by (used in) investing activities — 23,566 (289,785 ) 183,015 (83,204 ) Cash flows from financing: Dividends paid (103,484 ) — — — (103,484 ) Repurchase of common stock, including shares surrendered (102,096 ) — — — (102,096 ) Proceeds from exercise of stock options 1,746 — — — 1,746 Intercompany borrowings (payments) 203,834 — (20,819 ) (183,015 ) — Other, net — (668 ) (21,766 ) — (22,434 ) Net cash used in financing activities — (668 ) (42,585 ) (183,015 ) (226,268 ) Effects of exchange rates on cash — — (3,209 ) — (3,209 ) Net increase (decrease) in cash, including restricted bala nces — 71 (940,443 ) — (940,372 ) 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 $ — $ 4,417 $ 718,889 $ — $ 723,306 |