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 September 30, 2017, supplemental condensed consolidating results of operations for the three months and nine ended September 30, 2016 and 2017, and cash flow information for the nine months ended September 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 September 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 461 $ 1 $ 54,881 $ 15,178 $ — $ 70,521 Restricted cash — — 2,472 175 — 2,647 Accounts receivable — — 10,817 3,167 — 13,984 Prepaid domain name registry fees — — 29,367 26,390 (15 ) 55,742 Prepaid expenses & other current assets 32 28 18,040 11,070 — 29,170 Total current assets 493 29 115,577 55,980 (15 ) 172,064 Intercompany receivables, net 32,723 680,824 (566,701 ) (146,846 ) — — Property and equipment, net — — 73,717 14,840 — 88,557 Goodwill — — 1,685,981 176,508 — 1,862,489 Other intangible assets, net — — 483,397 12,261 378 496,036 Investment in subsidiaries 28,476 1,311,664 43,652 — (1,383,792 ) — Other assets — 3,831 21,684 6,438 — 31,953 Total assets $ 61,692 $ 1,996,348 $ 1,857,307 $ 119,181 $ (1,383,429 ) $ 2,651,099 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 11,577 $ 1,820 $ — $ 13,397 Accrued expenses and other current liabilities — 14,596 68,949 10,179 — 93,724 Deferred revenue — — 315,534 53,104 (25 ) 368,613 Current portion of notes payable — 33,945 — — — 33,945 Current portion of capital lease obligations — — 3,166 — — 3,166 Deferred consideration, short-term — — 4,294 25 — 4,319 Total current liabilities — 48,541 403,520 65,128 (25 ) 517,164 Deferred revenue, long-term — — 81,155 9,749 — 90,904 Notes payable — 1,920,258 — — — 1,920,258 Capital lease obligations — — 1,485 — — 1,485 Deferred consideration — — 3,493 — — 3,493 Other long-term liabilities — (927 ) 56,367 652 — 56,092 Total liabilities — 1,967,872 546,020 75,529 (25 ) 2,589,396 Equity 61,692 28,476 1,311,287 43,652 (1,383,404 ) 61,703 Total liabilities and equity $ 61,692 $ 1,996,348 $ 1,857,307 $ 119,181 $ (1,383,429 ) $ 2,651,099 Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended September 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 258,366 $ 34,213 $ (1,386 ) $ 291,193 Cost of revenue — — 127,750 23,191 (1,514 ) 149,427 Gross profit — — 130,616 11,022 128 141,766 Operating expense: Sales and marketing — — 62,737 12,614 (10 ) 75,341 Engineering and development — — 21,802 2,186 — 23,988 General and administrative — 67 29,640 3,692 — 33,399 Transaction costs — — 159 — — 159 Total operating expense — 67 114,338 18,492 (10 ) 132,887 (Loss) income from operations — (67 ) 16,278 (7,470 ) 138 8,879 Interest expense and other income, net — 40,206 5,738 (53 ) — 45,891 (Loss) income before income taxes and equity earnings of unconsolidated entities — (40,273 ) 10,540 (7,417 ) 138 (37,012 ) Income tax (benefit) expense — (13,971 ) 6,401 183 — (7,387 ) (Loss) income before equity earnings of unconsolidated entities — (26,302 ) 4,139 (7,600 ) 138 (29,625 ) Equity loss (income) of unconsolidated entities, net of tax 31,875 5,573 7,772 110 (45,157 ) 173 Net (loss) income $ (31,875 ) $ (31,875 ) $ (3,633 ) $ (7,710 ) $ 45,295 $ (29,798 ) Net loss attributable to non-controlling interest — — 1,939 — — 1,939 Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (31,875 ) $ (31,875 ) $ (5,572 ) $ (7,710 ) $ 45,295 $ (31,737 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 112 — 112 Unrealized gain on cash flow hedge, net of taxes — 72 — — — 72 Total comprehensive (loss) income $ (31,875 ) $ (31,803 ) $ (5,572 ) $ (7,598 ) $ 45,295 $ (31,553 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Nine months ended September 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 720,149 $ 101,913 $ (3,043 ) $ 819,019 Cost of revenue — — 374,010 68,548 (3,578 ) 438,980 Gross profit — — 346,139 33,365 535 380,039 Operating expense: Sales and marketing — — 179,714 55,256 (26 ) 234,944 Engineering and development — — 55,583 12,347 — 67,930 General and administrative — 187 97,694 10,627 — 108,508 Transaction costs — — 32,257 — — 32,257 Total operating expense — 187 365,248 78,230 (26 ) 443,639 (Loss) income from operations — (187 ) (19,109 ) (44,865 ) 561 (63,600 ) Interest expense and other income, net — 109,547 (3,839 ) (138 ) — 105,570 (Loss) income before income taxes and equity earnings of unconsolidated entities — (109,734 ) (15,270 ) (44,727 ) 561 (169,170 ) Income tax (benefit) expense — (40,840 ) (80,037 ) (343 ) — (121,220 ) (Loss) income before equity earnings of unconsolidated entities — (68,894 ) 64,767 (44,384 ) 561 (47,950 ) Equity loss (income) of unconsolidated entities, net of tax 38,528 (30,366 ) 45,581 202 (52,748 ) 1,197 Net (loss) income $ (38,528 ) $ (38,528 ) $ 19,186 $ (44,586 ) $ 53,309 $ (49,147 ) Net loss attributable to non-controlling interest — — (11,181 ) — — (11,181 ) Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (38,528 ) $ (38,528 ) $ 30,367 $ (44,586 ) $ 53,309 $ (37,966 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 994 — 994 Unrealized loss on cash flow hedge, net of taxes — (1,866 ) — — — (1,866 ) Total comprehensive (loss) income $ (38,528 ) $ (40,394 ) $ 30,367 $ (43,592 ) $ 53,309 $ (38,838 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Three months ended September 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 266,985 $ 30,019 $ (1,782 ) $ 295,222 Cost of revenue — — 139,044 21,155 (1,334 ) 158,865 Gross profit — — 127,941 8,864 (448 ) 136,357 Operating expense: Sales and marketing — — 61,376 4,900 — 66,276 Engineering and development — — 17,412 2,470 — 19,882 General and administrative — 56 50,353 1,465 (605 ) 51,269 Transaction costs — — — — — — Total operating expense — 56 129,141 8,835 (605 ) 137,427 (Loss) income from operations — (56 ) (1,200 ) 29 157 (1,070 ) Interest expense and other income, net — 35,661 756 (172 ) — 36,245 (Loss) income before income taxes and equity earnings of unconsolidated entities — (35,717 ) (1,956 ) 201 157 (37,315 ) Income tax (benefit) expense — (13,201 ) 15,494 689 — 2,982 (Loss) income before equity earnings of unconsolidated entities — (22,516 ) (17,450 ) (488 ) 157 (40,297 ) Equity loss (income) of unconsolidated entities, net of tax 40,422 17,906 456 — (58,817 ) (33 ) Net (loss) income $ (40,422 ) $ (40,422 ) $ (17,906 ) $ (488 ) $ 58,974 $ (40,264 ) Net loss attributable to non-controlling interest — — — — — — Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (40,422 ) $ (40,422 ) $ (17,906 ) $ (488 ) $ 58,974 $ (40,264 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 1,070 — 1,070 Unrealized gain on cash flow hedge, net of taxes — 83 — — — 83 Total comprehensive (loss) income $ (40,422 ) $ (40,339 ) $ (17,906 ) $ 582 $ 58,974 $ (39,111 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Nine months ended September 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 788,806 $ 98,321 $ (4,510 ) $ 882,617 Cost of revenue — — 392,447 65,392 (3,642 ) 454,197 Gross profit — — 396,359 32,929 (868 ) 428,420 Operating expense: Sales and marketing — — 195,392 15,765 (3 ) 211,154 Engineering and development — — 51,053 9,340 — 60,393 General and administrative — 166 123,736 7,632 (605 ) 130,929 Transaction costs — — 773 — — 773 Total operating expense — 166 370,954 32,737 (608 ) 403,249 (Loss) income from operations — (166 ) 25,405 192 (260 ) 25,171 Interest expense and other income, net — 120,313 1,150 (347 ) — 121,116 (Loss) income before income taxes and equity earnings of unconsolidated entities — (120,479 ) 24,255 539 (260 ) (95,945 ) Income tax (benefit) expense — (44,512 ) 54,744 1,152 — 11,384 Loss before equity earnings of unconsolidated entities — (75,967 ) (30,489 ) (613 ) (260 ) (107,329 ) Equity loss (income) of unconsolidated entities, net of tax 106,999 31,033 543 — (138,647 ) (72 ) Net (loss) income $ (106,999 ) $ (107,000 ) $ (31,032 ) $ (613 ) $ 138,387 $ (107,257 ) Net loss attributable to non-controlling interest — — 7,524 — — 7,524 Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (106,999 ) $ (107,000 ) $ (38,556 ) $ (613 ) $ 138,387 $ (114,781 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 2,984 — 2,984 Unrealized loss on cash flow hedge, net of taxes — (309 ) — — — (309 ) Total comprehensive (loss) income $ (106,999 ) $ (107,309 ) $ (38,556 ) $ 2,371 $ 138,387 $ (112,106 ) Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (54,904 ) $ 187,068 $ (30,360 ) $ — $ 101,804 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (889,634 ) — — (889,634 ) Purchases of property and equipment — — (25,362 ) (3,955 ) — (29,317 ) Cash paid for minority investments — — (5,600 ) — — (5,600 ) Proceeds from sale of property and equipment — — 240 2 — 242 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (10 ) (17 ) — (27 ) Net withdrawals of principal balances in restricted cash accounts — — (347 ) (391 ) — (738 ) Net cash used in investing activities — — (920,713 ) (4,361 ) — (925,074 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,105,678 — — — 1,105,678 Repayment of notes payable and revolver — (125,775 ) — — — (125,775 ) Payment of financing costs — (52,561 ) — — — (52,561 ) Payment of deferred consideration — — (42,411 ) (669 ) — (43,080 ) Payment of redeemable non-controlling interest liability — — (33,425 ) — — (33,425 ) Principal payments on capital lease obligations — — (4,372 ) — — (4,372 ) Proceeds from exercise of stock options 2,304 — — — — 2,304 Capital investments from minority partner — — — 2,776 — 2,776 Intercompany loans and investments (2,313 ) (872,490 ) 840,305 34,498 — — Net cash (used in) provided by financing activities (9 ) 54,852 760,097 36,605 — 851,545 Net effect of exchange rate on cash and cash equivalents — — — 1,843 — 1,843 Net (decrease) increase in cash and cash equivalents (9 ) (52 ) 26,452 3,727 — 30,118 Cash and cash equivalents: Beginning of period 12 67 21,286 11,665 — 33,030 End of period $ 3 $ 15 $ 47,738 $ 15,392 $ — $ 63,148 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (32 ) $ (72,687 ) $ 204,768 $ (3,183 ) $ — $ 128,866 Cash flows from investing activities: Purchases of property and equipment — — (28,140 ) (3,955 ) — (32,095 ) Proceeds from sale of property and equipment — — 292 — — 292 Purchases of intangible assets — — (1,932 ) (34 ) — (1,966 ) Net deposits of principal balances in restricted cash accounts — — 148 507 — 655 Net cash used in investing activities — — (29,632 ) (3,482 ) — (33,114 ) 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 — (1,733,147 ) — — — (1,733,147 ) Payment of financing costs — (6,304 ) — — — (6,304 ) Payment of deferred consideration — — (4,550 ) (858 ) — (5,408 ) Payment of redeemable non-controlling interest liability — — (25,000 ) — — (25,000 ) Principal payments on capital lease obligations — — (5,679 ) — — (5,679 ) Proceeds from exercise of stock options 1,548 — — — — 1,548 Intercompany loans and investments (1,058 ) 119,128 (124,060 ) 5,990 — — Net cash provided by (used in) financing activities 490 72,684 (159,289 ) 5,132 — (80,983 ) Net effect of exchange rate on cash and cash equivalents — — — 2,156 — 2,156 Net increase (decrease) in cash and cash equivalents 458 (3 ) 15,847 623 — 16,925 Cash and cash equivalents: Beginning of period 3 4 39,034 14,555 — 53,596 End of period $ 461 $ 1 $ 54,881 $ 15,178 $ — $ 70,521 |