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 Payable in the consolidated financial statements), which it exchanged 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 registered exchange offer for the Notes was completed on January 30, 2017. 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, 2016 and December 31, 2017, and supplemental condensed consolidating results of operations and cash flow information for the three months ended March 31, 2016 and 2017: 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 Balance Sheets March 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 84 $ 3 $ 52,414 $ 16,469 $ — $ 68,970 Restricted cash — — 2,619 1,026 — 3,645 Accounts receivable — — 7,943 2,774 — 10,717 Prepaid domain name registry fees — — 31,623 25,368 (158 ) 56,833 Prepaid expenses & other current assets 2,270 53 19,786 11,239 — 33,348 Total current assets 2,354 56 114,385 56,876 (158 ) 173,513 Intercompany receivables, net 29,942 759,133 (646,213 ) (142,862 ) — — Property and equipment, net — — 80,153 13,310 — 93,463 Goodwill — — 1,685,980 174,311 — 1,860,291 Other intangible assets, net — — 559,980 18,043 — 578,023 Investment in subsidiaries 70,606 1,303,098 40,678 — (1,414,382 ) — Other assets — 5,211 22,703 6,063 — 33,977 Total assets $ 102,902 $ 2,067,498 $ 1,857,666 $ 125,741 $ (1,414,540 ) $ 2,739,267 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 13,747 $ 2,070 $ — $ 15,817 Accrued expenses and other current liabilities — 17,443 61,953 8,377 — 87,773 Deferred revenue — — 307,310 62,477 (547 ) 369,240 Current portion of notes payable — 35,700 — — — 35,700 Current portion of capital lease obligations — — 5,165 — — 5,165 Deferred consideration, short-term — — 4,485 40 — 4,525 Total current liabilities — 53,143 392,660 72,964 (547 ) 518,220 Deferred revenue, long-term — — 80,432 10,807 — 91,239 Notes payable — 1,944,532 — — — 1,944,532 Capital lease obligations — — — — — — Deferred consideration — — 7,539 25 — 7,564 Other long-term liabilities — (783 ) 52,601 1,267 — 53,085 Total liabilities — 1,996,892 533,232 85,063 (547 ) 2,614,640 Redeemable non-controlling interest — — 21,337 — — 21,337 Equity 102,902 70,606 1,303,097 40,678 (1,413,993 ) 103,290 Total liabilities and equity $ 102,902 $ 2,067,498 $ 1,857,666 $ 125,741 $ (1,414,540 ) $ 2,739,267 Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended March 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 204,069 $ 33,377 $ (333 ) $ 237,113 Cost of revenue — — 114,631 22,415 (570 ) 136,476 Gross profit — — 89,438 10,962 237 100,637 Operating expense: Sales and marketing — — 54,229 25,071 (6 ) 79,294 Engineering and development — — 12,898 3,357 — 16,255 General and administrative — 44 36,820 3,415 — 40,279 Transaction costs — — 31,099 21 — 31,120 Total operating expense — 44 135,046 31,864 (6 ) 166,948 Income (loss) from operations — (44 ) (45,608 ) (20,902 ) 243 (66,311 ) Interest expense and other income, net — 29,356 (10,440 ) (89 ) — 18,827 Income (loss) before income taxes and equity earnings of unconsolidated entities — (29,400 ) (35,168 ) (20,813 ) 243 (85,138 ) Income tax expense (benefit) — (11,216 ) (89,134 ) 448 — (99,902 ) Loss before equity earnings of unconsolidated entities — (18,184 ) 53,966 (21,261 ) 243 14,764 Equity loss of unconsolidated entities, net of tax (13,839 ) (32,023 ) 21,945 — 24,600 683 Net loss 13,839 13,839 32,021 (21,261 ) (24,357 ) 14,081 Net loss attributable to non-controlling interest — — (7,730 ) — — (7,730 ) Net loss attributable to Endurance International Group Holdings, Inc. $ 13,839 $ 13,839 $ 39,751 $ (21,261 ) $ (24,357 ) $ 21,811 Comprehensive income (loss): — Foreign currency translation adjustments — — — 342 — 342 Unrealized gain (loss) on cash flow hedge, net of taxes — (1,511 ) — — — (1,511 ) Total comprehensive loss $ 13,839 $ 12,328 $ 39,751 $ (20,919 ) $ (24,357 ) $ 20,642 Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended March 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 262,096 $ 34,533 $ (1,492 ) $ 295,137 Cost of revenue — — 127,892 22,089 (1,232 ) 148,749 Gross profit — — 134,204 12,444 (260 ) 146,388 Operating expense: Sales and marketing — — 68,068 4,707 (3 ) 72,772 Engineering and development — — 15,290 5,072 — 20,362 General and administrative — 55 35,671 3,354 — 39,080 Transaction costs — — 580 — — 580 Total operating expense — 55 119,609 13,133 (3 ) 132,794 Income (loss) from operations — (55 ) 14,595 (689 ) (257 ) 13,594 Interest expense and other income, net — 39,246 147 5 — 39,398 Income (loss) before income taxes and equity earnings of unconsolidated entities — (39,301 ) 14,448 (694 ) (257 ) (25,804 ) Income tax expense (benefit) — (14,517 ) 19,695 596 — 5,774 Loss before equity earnings of unconsolidated entities — (24,784 ) (5,247 ) (1,290 ) (257 ) (31,578 ) Equity loss of unconsolidated entities, net of tax 31,321 6,538 1,291 — (39,150 ) — Net loss (31,321 ) (31,322 ) (6,538 ) (1,290 ) 38,893 (31,578 ) Net loss attributable to non-controlling interest — — 3,810 — — 3,810 Net loss attributable to Endurance International Group Holdings, Inc. $ (31,321 ) $ (31,322 ) $ (10,348 ) $ (1,290 ) $ 38,893 $ (35,388 ) Comprehensive income (loss): — Foreign currency translation adjustments — — — 686 — 686 Unrealized gain (loss) on cash flow hedge, net of taxes — (216 ) — — — (216 ) Total comprehensive loss $ (31,321 ) $ (31,538 ) $ (10,348 ) $ (604 ) $ 38,893 $ (34,918 ) Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (10,910 ) $ 17,833 $ 4,849 $ — $ 11,772 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (881,709 ) — — (881,709 ) Purchases of property and equipment — — (7,264 ) (2,876 ) — (10,140 ) Cash paid for minority investments — — (600 ) — — (600 ) Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — — — — — Net (deposits) and withdrawals of principal balances in restricted cash accounts — — (347 ) (390 ) — (737 ) Net cash used in investing activities — — (889,920 ) (3,266 ) — (893,186 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,072,178 — — — 1,072,178 Repayment of notes payable and revolver — (91,925 ) — — — (91,925 ) Payment of financing costs — (51,605 ) — — — (51,605 ) Payment of deferred consideration — — (38 ) (669 ) — (707 ) Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (1,439 ) — — (1,439 ) Proceeds from exercise of stock options 593 — — — — 593 Capital investments from minority partner — — — — — — Intercompany loans and investments — — — — — — Net cash provided by (used in) financing activities 593 928,648 (1,477 ) (669 ) — 927,095 Net effect of exchange rate on cash and cash equivalents — — — 566 — 566 Net increase (decrease) in cash and cash equivalents 593 917,738 (873,564 ) 1,480 — 46,247 Cash and cash equivalents: Beginning of period 12 67 21,286 11,665 — 33,030 End of period $ 605 $ 917,805 $ (852,278 ) $ 13,145 $ — $ 79,277 Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (2,271 ) $ (31,803 ) $ 68,103 $ (354 ) $ — $ 33,675 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (8,390 ) (868 ) — (9,258 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — 251 — — 251 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — — (33 ) — (33 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — — (344 ) — (344 ) Net cash used in investing activities — — (8,139 ) (1,245 ) — (9,384 ) Cash flows from financing activities: — Proceeds from issuance of notes payable and draws on revolver — — — — — — Repayment of notes payable and revolver — (8,925 ) — — — (8,925 ) Payment of financing costs — (92 ) — — — (92 ) Payment of deferred consideration — — — (818 ) — (818 ) Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (2,037 ) — — (2,037 ) Proceeds from exercise of stock options 628 — — — — 628 Capital investments from minority partner — — — — — — Intercompany loans and investments 1,724 40,819 (44,547 ) 2,004 — — Net cash provided by (used in) financing activities 2,352 31,802 (46,584 ) 1,186 — (11,244 ) Net effect of exchange rate on cash and cash equivalents — — — 2,327 — 2,327 Net increase (decrease) in cash and cash equivalents 81 (1 ) 13,380 1,914 — 15,374 Cash and cash equivalents: Beginning of period 3 4 39,034 14,555 — 53,596 End of period $ 84 $ 3 $ 52,414 $ 16,469 $ — $ 68,970 |