Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information In February 2016, EIG Investors Corp., a wholly-owned subsidiary of the Company (the “Issuer”), issued $350.0 million aggregate principal amount of its 10.875% Senior Notes due 2024 (the “Original Notes”) (refer to Note 9: Notes Payables, in the consolidated financial statements), which it expects to exchange for new 10.875% Senior Notes due 2024 (the “Exchange Notes” and together with the Original Notes, collectively, the “Notes”) pursuant to a registration statement on Form S-4. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company, and the following wholly-owned subsidiaries: The Endurance International Group, Inc., Bluehost Inc., FastDomain Inc., Domain Name Holding Company, Inc., Endurance International Group – West, Inc., HostGator.com LLC, A Small Orange, LLC, Constant Contact, Inc., and SinglePlatform, LLC, (collectively, the “Subsidiary Guarantors”), subject to certain customary guarantor release conditions. The Company’s other domestic subsidiaries and its foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) have not guaranteed the Notes. The Company sold two immaterial guarantors, CardStar, Inc. and CardStar Publishing, LLC (collectively, "CardStar"), during the quarter ended December 31, 2016. CardStar was released and discharged from the guarantee as a result of the sale and no longer guarantees the debt of the Company as of December 1, 2016. Proceeds from the sale of CardStar were approximately $0.1 million . The following tables present supplemental condensed consolidating balance sheet information of the Company (“Parent”), the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries as of December 31, 2015 and December 31, 2016, and supplemental condensed consolidating results of operations and cash flow information for the years ended December 31, 2014, 2015 and 2016: Condensed Consolidating Balance Sheets December 31, 2015 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 12 $ 67 $ 21,286 $ 11,665 — $ 33,030 Restricted cash — — 973 75 — 1,048 Accounts receivable — — 7,120 4,920 — 12,040 Prepaid domain name registry fees — — 29,250 26,878 (335 ) 55,793 Prepaid expenses & other current assets — 62 9,722 8,263 (2,372 ) 15,675 Total current assets 12 129 68,351 51,801 (2,707 ) 117,586 Intercompany receivables, net 29,092 (10,324 ) 91,938 (110,706 ) — — Property and equipment, net — — 66,011 9,751 — 75,762 Goodwill — — 1,072,838 134,417 — 1,207,255 Other intangible assets, net — — 328,922 30,864 — 359,786 Investment in subsidiaries 150,164 1,260,399 38,819 — (1,449,382 ) — Other assets — 3,130 34,151 4,830 — 42,111 Total assets $ 179,268 $ 1,253,334 $ 1,701,030 $ 120,957 $ (1,452,089 ) $ 1,802,500 Liabilities, redeemable non-controlling interest and stockholders' equity Current liabilities: Accounts payable $ — $ 3,769 $ 7,269 $ 1,242 — $ 12,280 Accrued expenses and other current liabilities — 7,016 38,092 12,106 (2,372 ) 54,842 Deferred revenue — — 230,396 56,290 (741 ) 285,945 Current portion of notes payable — 77,500 — — — 77,500 Current portion of capital lease obligations — — 5,866 — — 5,866 Deferred consideration, short-term — — 50,840 648 — 51,488 Total current liabilities — 88,285 332,463 70,286 (3,113 ) 487,921 Deferred revenue, long-term — — 71,982 7,700 — 79,682 Notes payable — 1,014,885 — — — 1,014,885 Capital lease obligations — — 7,215 — — 7,215 Deferred consideration — — — 813 — 813 Other long-term liabilities — — 28,970 3,340 — 32,310 Total liabilities — 1,103,170 440,630 82,139 (3,113 ) 1,622,826 Redeemable non-controlling interest — — — — — — Equity 179,268 150,164 1,260,400 38,818 (1,448,976 ) 179,674 Total liabilities and equity $ 179,268 $ 1,253,334 $ 1,701,030 $ 120,957 $ (1,452,089 ) $ 1,802,500 Condensed Consolidating Balance Sheets December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 3 $ 4 $ 39,034 $ 14,555 $ — $ 53,596 Restricted cash — — 2,620 682 — 3,302 Accounts receivable — — 10,148 2,940 — 13,088 Prepaid domain name registry fees — — 31,044 24,697 (297 ) 55,444 Prepaid expenses & other current assets — 81 17,996 10,601 — 28,678 Total current assets 3 85 100,842 53,475 (297 ) 154,108 Intercompany receivables, net 31,665 799,953 (690,761 ) (140,857 ) — — Property and equipment, net — — 82,901 12,371 — 95,272 Goodwill — — 1,683,121 176,788 — 1,859,909 Other intangible assets, net — — 592,095 19,962 — 612,057 Investment in subsidiaries 92,068 1,299,562 40,651 — (1,432,281 ) — Other assets — 5,911 23,153 5,864 — 34,928 Total assets $ 123,736 $ 2,105,511 $ 1,832,002 $ 127,603 $ (1,432,578 ) $ 2,756,274 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 13,801 $ 2,273 $ — $ 16,074 Accrued expenses and other current liabilities — 27,208 60,760 9,890 — 97,858 Deferred revenue — — 295,208 60,925 (943 ) 355,190 Current portion of notes payable — 35,700 — — — 35,700 Current portion of capital lease obligations — — 6,690 — — 6,690 Deferred consideration, short-term — — 4,415 858 — 5,273 Total current liabilities — 62,908 380,874 73,946 (943 ) 516,785 Deferred revenue, long-term — — 77,649 11,551 — 89,200 Notes payable — 1,951,280 — — — 1,951,280 Capital lease obligations — — 512 — — 512 Deferred consideration — — 7,419 25 — 7,444 Other long-term liabilities — (745 ) 48,233 1,429 — 48,917 Total liabilities — 2,013,443 514,687 86,951 (943 ) 2,614,138 Redeemable non-controlling interest — — 17,753 — — 17,753 Equity 123,736 92,068 1,299,562 40,652 (1,431,635 ) 124,383 Total liabilities and equity $ 123,736 $ 2,105,511 $ 1,832,002 $ 127,603 $ (1,432,578 ) $ 2,756,274 Condensed Consolidating Statements of Operations and Comprehensive Loss Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 559,434 $ 70,990 $ (579 ) $ 629,845 Cost of revenue — — 327,225 54,500 (237 ) 381,488 Gross profit — — 232,209 16,490 (342 ) 248,357 Operating expense: Sales & marketing — — 114,367 32,607 (177 ) 146,797 Engineering and development — — 16,805 2,744 — 19,549 General and administrative — 232 61,291 8,010 — 69,533 Total operating expense — 232 192,463 43,361 (177 ) 235,879 Income (loss) from operations — (232 ) 39,746 (26,871 ) (165 ) 12,478 Interest expense, net — 56,330 829 (76 ) — 57,083 Income (loss) before income taxes and equity earnings of unconsolidated entities — (56,562 ) 38,917 (26,795 ) (165 ) (44,605 ) Income tax expense (benefit) — 6,163 613 (590 ) — 6,186 Loss before equity earnings of unconsolidated entities — (62,725 ) 38,304 (26,205 ) (165 ) (50,791 ) Equity loss of unconsolidated entities, net of tax 42,835 (19,890 ) 26,500 — (49,384 ) 61 Net loss (42,835 ) (42,835 ) 11,804 (26,205 ) 49,219 (50,852 ) Net loss attributable to non-controlling interest — — (8,017 ) — — (8,017 ) Net loss attributable to Endurance $ (42,835 ) $ (42,835 ) $ 19,821 $ (26,205 ) $ 49,219 $ (42,835 ) Comprehensive loss Foreign currency translation adjustments — — — (462 ) — (462 ) Total comprehensive loss $ (42,835 ) $ (42,835 ) $ 19,821 $ (26,667 ) $ 49,219 $ (43,297 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 628,266 $ 113,766 $ (717 ) $ 741,315 Cost of revenue — — 349,059 77,177 (1,201 ) 425,035 Gross profit — — 279,207 36,589 484 316,280 Operating expense: Sales & marketing — — 120,637 24,815 (33 ) 145,419 Engineering and development — — 23,019 3,688 — 26,707 General and administrative — 177 80,548 10,132 111 90,968 Total operating expense — 177 224,204 38,635 78 263,094 Income (loss) from operations — (177 ) 55,003 (2,046 ) 406 53,186 Interest expense and other income, net — 56,843 (3,554 ) (315 ) — 52,974 Income (loss) before income taxes and equity earnings of unconsolidated entities — (57,020 ) 58,557 (1,731 ) 406 212 Income tax expense (benefit) — 10,320 331 691 — 11,342 Loss before equity earnings of unconsolidated entities — (67,340 ) 58,226 (2,422 ) 406 (11,130 ) Equity loss of unconsolidated entities, net of tax 26,176 (41,164 ) 17,063 — 12,565 14,640 Net loss (26,176 ) (26,176 ) 41,163 (2,422 ) (12,159 ) (25,770 ) Net loss attributable to non-controlling interest — — — — — — Net loss attributable to Endurance $ (26,176 ) $ (26,176 ) $ 41,163 $ (2,422 ) $ (12,159 ) $ (25,770 ) Comprehensive loss — Foreign currency translation adjustments — — — (1,281 ) — (1,281 ) Unrealized gain on cash flow hedge — 80 — — — 80 Total comprehensive loss $ (26,176 ) $ (26,096 ) $ 41,163 $ (3,703 ) $ (12,159 ) $ (26,971 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 978,690 $ 133,274 $ (822 ) $ 1,111,142 Cost of revenue — — 496,267 88,753 (1,029 ) 583,991 Gross profit — — 482,423 44,521 207 527,151 Operating expense: Sales and marketing — — 235,988 67,556 (33 ) 303,511 Engineering and development — — 72,922 14,679 — 87,601 General and administrative — 242 128,337 14,516 — 143,095 Transaction expenses — — 32,284 — — 32,284 Total operating expense — 242 469,531 96,751 (33 ) 566,491 Income (loss) from operations — (242 ) 12,892 (52,230 ) 240 (39,340 ) Interest expense and other income —net — 149,512 (3,606 ) 4,544 — 150,450 Income (loss) before income taxes and equity earnings of unconsolidated entities — (149,754 ) 16,498 (56,774 ) 240 (189,790 ) Income tax expense (benefit) — (53,847 ) (55,953 ) (58 ) — (109,858 ) Loss before equity earnings of unconsolidated entities — (95,907 ) 72,451 (56,716 ) 240 (79,932 ) Equity loss of unconsolidated entities, net of tax 73,071 (22,837 ) 58,014 297 (107,248 ) 1,297 Net loss $ (73,071 ) $ (73,070 ) $ 14,437 $ (57,013 ) $ 107,488 $ (81,229 ) Net loss attributable to non-controlling interest — — (8,398 ) — — (8,398 ) Net loss attributable to Endurance International Group Holdings, Inc. (73,071 ) (73,070 ) 22,835 (57,013 ) 107,488 (72,831 ) Comprehensive loss: — Foreign currency translation adjustments — — — (597 ) — (597 ) Unrealized gain (loss) on cash flow hedge (1,351 ) — — — (1,351 ) Total comprehensive loss $ (73,071 ) $ (74,421 ) $ 22,835 $ (57,610 ) $ 107,488 $ (74,779 ) Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (1 ) $ (63,853 ) $ 215,212 $ (8,465 ) — $ 142,893 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (69,578 ) (24,120 ) — (93,698 ) Purchases of property and equipment — — (22,850 ) (1,054 ) — (23,904 ) Cash paid for minority investments — — (34,140 ) — — (34,140 ) Proceeds from sale of property and equipment — — 39 55 — 94 Proceeds from sale of assets — — 100 — — 100 Purchases of intangible assets — — (200 ) — — (200 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — 191 242 — 433 Net cash used in investing activities — — (126,438 ) (24,877 ) — (151,315 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 150,000 — — — 150,000 Repayment of notes payable and revolver — (110,500 ) — — — (110,500 ) Payment of financing costs — (53 ) — — — (53 ) Payment of deferred consideration — — (41,244 ) (57,074 ) — (98,318 ) Payment of redeemable non-controlling interest liability — — (4,190 ) — — (4,190 ) Principal payments on capital lease obligations — — (3,608 ) — — (3,608 ) Proceeds from exercise of stock options 137 — — — — 137 Proceeds from issuance of common stock 43,500 — — — — 43,500 Issuance costs of common stock (2,904 ) — — — — (2,904 ) Intercompany loans and investments (40,731 ) (7,126 ) (46,073 ) 93,930 — — Net cash provided by (used in) financing activities 2 32,321 (95,115 ) 36,856 — (25,936 ) Net effect of exchange rate on cash and cash equivalents — — — (78 ) — (78 ) Net increase (decrease) in cash and cash equivalents 1 (31,532 ) (6,341 ) 3,436 — (34,436 ) Cash and cash equivalents: Beginning of period — 35,879 25,043 5,893 — $ 66,815 End of period $ 1 $ 4,347 $ 18,702 $ 9,329 $ — $ 32,379 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 2 $ (50,147 ) $ 220,468 6,905 — $ 177,228 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (92,376 ) (5,419 ) — (97,795 ) Purchases of property and equipment — — (28,058 ) (3,185 ) — (31,243 ) Cash paid for minority investments — — (8,475 ) — — (8,475 ) Proceeds from sale of property and equipment — — 51 42 — 93 Proceeds from note receivable — — 3,454 — — 3,454 Proceeds from sale of assets — — 191 — — 191 Purchases of intangible assets — — (76 ) — — (76 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — (296 ) 346 — 50 Net cash used in investing activities — — (125,585 ) (8,216 ) — (133,801 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 147,000 — — — 147,000 Repayment of notes payable and revolver — (140,500 ) — — — (140,500 ) Payment of financing costs — — — — — — Payment of deferred consideration — — (14,503 ) (488 ) — (14,991 ) Payment of redeemable non-controlling interest liability — — (30,543 ) — — (30,543 ) Principal payments on capital lease obligations — — (4,822 ) — — (4,822 ) Proceeds from exercise of stock options 2,224 — — — — 2,224 Intercompany loans and investments (2,215 ) 39,367 (42,431 ) 5,279 — — Net cash provided by (used in) financing activities 9 45,867 (92,299 ) 4,791 — (41,632 ) Net effect of exchange rate on cash and cash equivalents — — — (1,144 ) — (1,144 ) Net increase (decrease) in cash and cash equivalents 11 (4,280 ) 2,584 2,336 — 651 Cash and cash equivalents: Beginning of period 1 4,347 18,702 9,329 — 32,379 End of period $ 12 $ 67 $ 21,286 $ 11,665 $ — $ 33,030 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (71,204 ) $ 256,461 (30,296 ) $ 154,961 Cash flows from investing activities: — — — — — Businesses acquired in purchase transaction, net of cash acquired — — (889,634 ) — — (889,634 ) Purchases of property and equipment — — (32,528 ) (4,731 ) — (37,259 ) Cash paid for minority investments — — (5,600 ) — — (5,600 ) Proceeds from sale of property and equipment — — 674 2 — 676 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (7 ) (20 ) — (27 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — (347 ) (210 ) — (557 ) Net cash used in investing activities — — (927,442 ) (4,959 ) — (932,401 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,110,678 — — — 1,110,678 Repayment of notes payable and revolver — (176,700 ) — — — (176,700 ) Payment of financing costs — (52,561 ) — — — (52,561 ) Payment of deferred consideration — — (50,375 ) (669 ) — (51,044 ) Payment of redeemable non-controlling interest liability — — (33,425 ) — — (33,425 ) Principal payments on capital lease obligations — — (5,892 ) — — (5,892 ) Proceeds from exercise of stock options 2,564 — — — — 2,564 Capital investments from minority partner — — — 2,776 — 2,776 Intercompany loans and investments (2,573 ) (810,276 ) 778,421 34,428 — — Net cash provided by (used in) financing activities (9 ) 71,141 688,729 36,535 — 796,396 Net effect of exchange rate on cash and cash equivalents — — — 1,610 — 1,610 Net increase (decrease) in cash and cash equivalents (9 ) (63 ) 17,748 2,890 — 20,566 Cash and cash equivalents: Beginning of period 12 67 21,286 11,665 33,030 End of period $ 3 $ 4 $ 39,034 $ 14,555 $ — $ 53,596 |