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 June 30, 2017, supplemental condensed consolidating results of operations for the three months ended June 30, 2016 and 2017, and cash flow information for the six months ended June 30, 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 June 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 172 $ 3 $ 63,458 $ 17,776 $ — $ 81,409 Restricted cash — — 2,472 929 — 3,401 Accounts receivable — — 8,165 3,499 — 11,664 Prepaid domain name registry fees — — 30,961 25,812 (63 ) 56,710 Prepaid expenses & other current assets 14 57 19,230 9,543 — 28,844 Total current assets 186 60 124,286 57,559 (63 ) 182,028 Intercompany receivables, net 32,614 724,750 (615,827 ) (141,537 ) — — Property and equipment, net — — 80,599 14,026 — 94,625 Goodwill — — 1,685,981 175,627 — 1,861,608 Other intangible assets, net — — 528,901 16,089 — 544,990 Investment in subsidiaries 48,574 1,309,329 43,070 — (1,400,973 ) — Other assets — 4,323 22,629 6,276 — 33,228 Total assets $ 81,374 $ 2,038,462 $ 1,869,639 $ 128,040 $ (1,401,036 ) $ 2,716,479 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 11,040 $ 1,801 $ — $ 12,841 Accrued expenses and other current liabilities — 20,659 67,496 9,968 — 98,123 Deferred revenue — — 308,301 61,817 (293 ) 369,825 Current portion of notes payable — 33,945 — — — 33,945 Current portion of capital lease obligations — — 4,481 — — 4,481 Deferred consideration, short-term — — 4,250 — — 4,250 Total current liabilities — 54,604 395,568 73,586 (293 ) 523,465 Deferred revenue, long-term — — 80,693 10,563 — 91,256 Notes payable — 1,936,258 — — — 1,936,258 Capital lease obligations — — 1,537 — — 1,537 Deferred consideration — — 3,412 25 — 3,437 Other long-term liabilities — (974 ) 54,100 796 — 53,922 Total liabilities — 1,989,888 535,310 84,970 (293 ) 2,609,875 Redeemable non-controlling interest — — 25,000 — — 25,000 Equity 81,374 48,574 1,309,329 43,070 (1,400,743 ) 81,604 Total liabilities and equity $ 81,374 $ 2,038,462 $ 1,869,639 $ 128,040 $ (1,401,036 ) $ 2,716,479 Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended June 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 257,712 $ 34,324 $ (1,323 ) $ 290,713 Cost of revenue — — 131,629 22,942 (1,494 ) 153,077 Gross profit — — 126,083 11,382 171 137,636 Operating expense: Sales and marketing — — 62,747 17,571 (9 ) 80,309 Engineering and development — — 20,883 6,804 — 27,687 General and administrative — 76 31,232 3,522 — 34,830 Transaction costs — — 999 (21 ) — 978 Total operating expense — 76 115,861 27,876 (9 ) 143,804 Income (loss) from operations — (76 ) 10,222 (16,494 ) 180 (6,168 ) Interest expense and other income, net — 39,985 863 4 — 40,852 Income (loss) before income taxes and equity earnings of unconsolidated entities — (40,061 ) 9,359 (16,498 ) 180 (47,020 ) Income tax expense (benefit) — (15,654 ) 2,697 (974 ) — (13,931 ) Loss before equity earnings of unconsolidated entities — (24,407 ) 6,662 (15,524 ) 180 (33,089 ) Equity loss of unconsolidated entities, net of tax 33,612 9,203 15,865 92 (58,431 ) 341 Net loss (33,612 ) (33,610 ) (9,203 ) (15,616 ) 58,611 (33,430 ) Net loss attributable to non-controlling interest — — (5,390 ) — — (5,390 ) Net loss attributable to Endurance International Group Holdings, Inc. $ (33,612 ) $ (33,610 ) $ (3,813 ) $ (15,616 ) $ 58,611 $ (28,040 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 540 — 540 Unrealized gain (loss) on cash flow hedge, net of taxes — (427 ) — — — (427 ) Total comprehensive loss $ (33,612 ) $ (34,037 ) $ (3,813 ) $ (15,076 ) $ 58,611 $ (27,927 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Six months ended June 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 461,781 $ 67,701 $ (1,656 ) $ 527,826 Cost of revenue — — 246,260 45,357 (2,064 ) 289,553 Gross profit — — 215,521 22,344 408 238,273 Operating expense: Sales and marketing — — 116,976 42,642 (15 ) 159,603 Engineering and development — — 33,781 10,161 — 43,942 General and administrative — 120 68,052 6,937 — 75,109 Transaction costs — — 32,098 — — 32,098 Total operating expense — 120 250,907 59,740 (15 ) 310,752 Income (loss) from operations — (120 ) (35,386 ) (37,396 ) 423 (72,479 ) Interest expense and other income, net — 69,341 (9,577 ) (85 ) — 59,679 Income (loss) before income taxes and equity earnings of unconsolidated entities — (69,461 ) (25,809 ) (37,311 ) 423 (132,158 ) Income tax expense (benefit) — (26,870 ) (86,437 ) (526 ) — (113,833 ) Loss before equity earnings of unconsolidated entities — (42,591 ) 60,628 (36,785 ) 423 (18,325 ) Equity loss of unconsolidated entities, net of tax 19,773 (22,820 ) 37,810 92 (33,831 ) 1,024 Net loss (19,773 ) (19,771 ) 22,818 (36,877 ) 34,254 (19,349 ) Net loss attributable to non-controlling interest — — (13,120 ) — — (13,120 ) Net loss attributable to Endurance International Group Holdings, Inc. $ (19,773 ) $ (19,771 ) $ 35,938 $ (36,877 ) $ 34,254 $ (6,229 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 882 — 882 Unrealized gain (loss) on cash flow hedge, net of taxes — (1,938 ) — — — (1,938 ) Total comprehensive loss $ (19,773 ) $ (21,709 ) $ 35,938 $ (35,995 ) $ 34,254 $ (7,285 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended June 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 259,725 $ 33,769 $ (1,236 ) $ 292,258 Cost of revenue — — 125,511 22,148 (1,076 ) 146,583 Gross profit — — 134,214 11,621 (160 ) 145,675 Operating expense: Sales and marketing — — 65,948 6,158 — 72,106 Engineering and development — — 18,351 1,798 — 20,149 General and administrative — 55 37,712 2,813 — 40,580 Transaction costs — — 193 — — 193 Total operating expense — 55 122,204 10,769 — 133,028 Income (loss) from operations — (55 ) 12,010 852 (160 ) 12,647 Interest expense and other income, net — 45,406 247 (180 ) — 45,473 Income (loss) before income taxes and equity earnings of unconsolidated entities — (45,461 ) 11,763 1,032 (160 ) (32,826 ) Income tax expense (benefit) — (16,794 ) 19,555 (133 ) — 2,628 Loss before equity earnings of unconsolidated entities — (28,667 ) (7,792 ) 1,165 (160 ) (35,454 ) Equity loss of unconsolidated entities, net of tax 35,256 6,589 (1,204 ) — (40,680 ) (39 ) Net loss (35,256 ) (35,256 ) (6,588 ) 1,165 40,520 (35,415 ) Net loss attributable to non-controlling interest — — 3,714 — — 3,714 Net loss attributable to Endurance International Group Holdings, Inc. $ (35,256 ) $ (35,256 ) $ (10,302 ) $ 1,165 $ 40,520 $ (39,129 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 1,228 — 1,228 Unrealized gain (loss) on cash flow hedge, net of taxes — (176 ) — — — (176 ) Total comprehensive loss $ (35,256 ) $ (35,432 ) $ (10,302 ) $ 2,393 $ 40,520 $ (38,077 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Six months ended June 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 521,821 $ 68,302 $ (2,728 ) $ 587,395 Cost of revenue — — 253,403 44,237 (2,308 ) 295,332 Gross profit — — 268,418 24,065 (420 ) 292,063 Operating expense: Sales and marketing — — 134,016 10,865 (3 ) 144,878 Engineering and development — — 33,641 6,870 — 40,511 General and administrative — 110 73,383 6,167 — 79,660 Transaction costs — — 773 — — 773 Total operating expense — 110 241,813 23,902 (3 ) 265,822 Income (loss) from operations — (110 ) 26,605 163 (417 ) 26,241 Interest expense and other income, net — 84,652 394 (175 ) — 84,871 Income (loss) before income taxes and equity earnings of unconsolidated entities — (84,762 ) 26,211 338 (417 ) (58,630 ) Income tax expense (benefit) — (31,311 ) 39,250 463 — 8,402 Loss before equity earnings of unconsolidated entities — (53,451 ) (13,039 ) (125 ) (417 ) (67,032 ) Equity loss of unconsolidated entities, net of tax 66,577 13,127 87 — (79,830 ) (39 ) Net loss (66,577 ) (66,578 ) (13,126 ) (125 ) 79,413 (66,993 ) Net loss attributable to non-controlling interest — — 7,524 — — 7,524 Net loss attributable to Endurance International Group Holdings, Inc. $ (66,577 ) $ (66,578 ) $ (20,650 ) $ (125 ) $ 79,413 $ (74,517 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 1,914 — 1,914 Unrealized gain (loss) on cash flow hedge, net of taxes — (392 ) — — — (392 ) Total comprehensive loss $ (66,577 ) $ (66,970 ) $ (20,650 ) $ 1,789 $ 79,413 $ (72,995 ) Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (22,903 ) $ 108,768 $ (20,250 ) $ — $ 65,615 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (899,889 ) — — (899,889 ) Purchases of property and equipment — — (17,881 ) (3,080 ) — (20,961 ) Cash paid for minority investments — — (5,600 ) — — (5,600 ) Proceeds from sale of property and equipment — — 252 — — 252 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (11 ) (16 ) — (27 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — (347 ) (421 ) — (768 ) Net cash used in investing activities — — (923,476 ) (3,517 ) — (926,993 ) 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 — (116,850 ) — — — (116,850 ) Payment of financing costs — (51,727 ) — — — (51,727 ) Payment of deferred consideration — — (37 ) (670 ) — (707 ) Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (2,896 ) — — (2,896 ) Proceeds from exercise of stock options 1,328 — — — — 1,328 Capital investments from minority partner — — — 1,000 — 1,000 Intercompany loans and investments (1,332 ) (880,752 ) 854,910 27,174 — — Net cash provided by (used in) financing activities (4 ) 22,849 851,977 27,504 — 902,326 Net effect of exchange rate on cash and cash equivalents — — — 1,614 — 1,614 Net increase (decrease) in cash and cash equivalents (4 ) (54 ) 37,269 5,351 — 42,562 Cash and cash equivalents: Beginning of period 12 67 21,286 11,665 — 33,030 End of period $ 8 $ 13 $ 58,555 $ 17,016 $ — $ 75,592 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (14 ) $ (47,489 ) $ 126,047 $ 3,878 $ — $ 82,422 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (17,020 ) (2,275 ) — (19,295 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — 287 — — 287 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (1,646 ) (34 ) — (1,680 ) Net (deposits) and withdrawals of principal balances in restricted cash accounts — — 148 (248 ) — (100 ) Net cash used in investing activities — — (18,231 ) (2,557 ) — (20,788 ) Cash flows from financing activities: — Proceeds from issuance of term loan and notes, net of original issue discounts — 1,693,007 — — — 1,693,007 Repayment of term loans — (1,714,661 ) — — — (1,714,661 ) Payment of financing costs — (6,060 ) — — — (6,060 ) Payment of deferred consideration — — (4,550 ) (858 ) — (5,408 ) Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (3,908 ) — — (3,908 ) Proceeds from exercise of stock options 1,132 — — — — 1,132 Capital investments from minority partner — — — — — — Intercompany loans and investments (949 ) 75,202 (74,934 ) 681 — — Net cash provided by (used in) financing activities 183 47,488 (83,392 ) (177 ) — (35,898 ) Net effect of exchange rate on cash and cash equivalents — — — 2,077 — 2,077 Net increase (decrease) in cash and cash equivalents 169 (1 ) 24,424 3,221 — 27,813 Cash and cash equivalents: Beginning of period 3 4 39,034 14,555 — 53,596 End of period $ 172 $ 3 $ 63,458 $ 17,776 $ — $ 81,409 |