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 (refer to Note 9 : Notes Payable in the consolidated financial statements), which it exchanged for new 10.875% Senior Notes due 2024 pursuant to a registration statement on Form S-4. The registered exchange offer for the Senior Notes was completed on January 30, 2017. The Senior 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 Senior 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, 2017 and March 31, 2018, supplemental condensed consolidating results of operations for the three months ended March 31, 2017 and 2018, and cash flow information for the three months ended March 31, 2017 and 2018: Condensed Consolidating Balance Sheets December 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 92 $ 2 $ 54,473 $ 11,926 $ — $ 66,493 Restricted cash — — 2,472 153 — 2,625 Accounts receivable — — 12,386 3,559 — 15,945 Prepaid domain name registry fees — — 28,291 25,514 — 53,805 Prepaid expenses & other current assets (12 ) 86 20,062 9,191 — 29,327 Total current assets 80 88 117,684 50,343 — 168,195 Intercompany receivables, net 33,637 606,834 (498,213 ) (142,258 ) — — Property and equipment, net — — 81,693 13,759 — 95,452 Goodwill — — 1,673,851 176,731 — 1,850,582 Other intangible assets, net — — 450,778 4,662 — 455,440 Investment in subsidiaries 49,288 1,355,013 37,200 — (1,441,501 ) — Other assets — 3,639 21,373 6,405 — 31,417 Total assets $ 83,005 $ 1,965,574 $ 1,884,366 $ 109,642 $ (1,441,501 ) $ 2,601,086 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 9,532 $ 1,526 $ — $ 11,058 Accrued expenses and other current liabilities — 24,509 75,819 8,151 — 108,479 Deferred revenue — — 309,395 52,545 — 361,940 Current portion of notes payable — 33,945 — — — 33,945 Current portion of capital lease obligations — — 7,630 — — 7,630 Deferred consideration, short-term — — 4,365 — — 4,365 Total current liabilities — 58,454 406,741 62,222 — 527,417 Deferred revenue, long-term — — 81,199 9,773 — 90,972 Notes payable — 1,858,300 — — — 1,858,300 Capital lease obligations — — 7,719 — — 7,719 Deferred consideration — — 3,551 — — 3,551 Other long-term liabilities — (468 ) 30,143 447 — 30,122 Total liabilities — 1,916,286 529,353 72,442 — 2,518,081 Redeemable non-controlling interest — — — — — — Equity 83,005 49,288 1,355,013 37,200 (1,441,501 ) 83,005 Total liabilities and equity $ 83,005 $ 1,965,574 $ 1,884,366 $ 109,642 $ (1,441,501 ) $ 2,601,086 Condensed Consolidating Balance Sheets March 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 412 $ 5 $ 72,852 $ 13,409 $ — $ 86,678 Restricted cash — — 1,622 150 — 1,772 Accounts receivable — — 10,308 3,185 — 13,493 Prepaid domain name registry fees — — 34,089 25,601 — 59,690 Prepaid commissions — — 41,713 1,033 — 42,746 Prepaid expenses & other current assets (12 ) 53 20,573 10,039 — 30,653 Total current assets 400 58 181,157 53,417 — 235,032 Intercompany receivables, net 33,342 547,939 (438,570 ) (142,711 ) — — Property and equipment, net — — 73,898 13,755 — 87,653 Goodwill — — 1,673,851 177,358 — 1,851,209 Other intangible assets, net — — 426,255 3,542 — 429,797 Investment in subsidiaries 110,446 1,442,384 39,757 — (1,592,587 ) — Prepaid commissions, net of current portion — — 40,374 790 — 41,164 Other assets — 4,192 22,126 6,635 — 32,953 Total assets $ 144,188 $ 1,994,573 $ 2,018,848 $ 112,786 $ (1,592,587 ) $ 2,677,808 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 17,696 $ 1,422 $ — $ 19,118 Accrued expenses and other current liabilities — 15,018 76,974 7,806 — 99,798 Deferred revenue — — 336,831 52,903 — 389,734 Current portion of notes payable — 33,945 — — — 33,945 Current portion of capital lease obligations — — 7,281 — — 7,281 Deferred consideration, short-term — — 4,435 — — 4,435 Total current liabilities — 48,963 443,217 62,131 — 554,311 Deferred revenue, long-term — — 86,187 10,531 — 96,718 Notes payable — 1,835,309 — — — 1,835,309 Capital lease obligations — — 5,837 — — 5,837 Deferred consideration — — 3,608 — — 3,608 Other long-term liabilities — (143 ) 37,613 366 — 37,836 Total liabilities — 1,884,129 576,462 73,028 — 2,533,619 Equity 144,188 110,444 1,442,386 39,758 (1,592,587 ) 144,189 Total liabilities and equity $ 144,188 $ 1,994,573 $ 2,018,848 $ 112,786 $ (1,592,587 ) $ 2,677,808 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 (Loss) income from operations — (55 ) 14,595 (689 ) (257 ) 13,594 Interest expense and other income, net — 39,246 147 5 — 39,398 (Loss) income before income taxes and equity earnings of unconsolidated entities — (39,301 ) 14,448 (694 ) (257 ) (25,804 ) Income tax (benefit) expense — (14,517 ) 19,695 596 — 5,774 (Loss) income before equity earnings of unconsolidated entities — (24,784 ) (5,247 ) (1,290 ) (257 ) (31,578 ) Equity loss (income) of unconsolidated entities, net of tax 31,321 6,538 1,291 — (39,150 ) — Net (loss) income $ (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) income 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 on cash flow hedge, net of taxes — (216 ) — — — (216 ) Total comprehensive (loss) income $ (31,321 ) $ (31,538 ) $ (10,348 ) $ (604 ) $ 38,893 $ (34,918 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended March 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 263,505 $ 29,617 $ (1,766 ) $ 291,356 Cost of revenue — — 115,315 20,357 (1,766 ) 133,906 Gross profit — — 148,190 9,260 — 157,450 Operating expense: Sales and marketing — — 63,693 3,663 — 67,356 Engineering and development — — 18,411 1,506 — 19,917 General and administrative — 58 36,301 2,416 — 38,775 Transaction costs — — — — — — Total operating expense — 58 118,405 7,585 — 126,048 (Loss) income from operations — (58 ) 29,785 1,675 — 31,402 Interest expense and other income, net — 35,709 263 (126 ) — 35,846 (Loss) income before income taxes and equity earnings of unconsolidated entities — (35,767 ) 29,522 1,801 — (4,444 ) Income tax (benefit) expense — (8,512 ) 10,099 1,030 — 2,617 (Loss) income before equity earnings of unconsolidated entities — (27,255 ) 19,423 771 — (7,061 ) Equity loss (income) of unconsolidated entities, net of tax 7,088 (20,166 ) (741 ) 17 13,829 27 Net (loss) income $ (7,088 ) $ (7,089 ) $ 20,164 $ 754 $ (13,829 ) $ (7,088 ) Net loss attributable to non-controlling interest — — — — — — Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (7,088 ) $ (7,089 ) $ 20,164 $ 754 $ (13,829 ) $ (7,088 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 580 — 580 Unrealized gain on cash flow hedge, net of taxes — 1,041 — — — 1,041 Total comprehensive (loss) income $ (7,088 ) $ (6,048 ) $ 20,164 $ 1,334 $ (13,829 ) $ (5,467 ) 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 (used in) provided by operating activities $ (2,271 ) $ (31,803 ) $ 68,103 $ (355 ) $ — $ 33,674 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 cash used in investing activities — — (8,139 ) (901 ) — (9,040 ) 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 (used in) provided by financing activities 2,352 31,802 (46,584 ) 1,186 — (11,244 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 2,327 — 2,327 Net (decrease) increase in cash and cash equivalents and restricted cash 81 (1 ) 13,380 2,257 — 15,717 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 84 $ 3 $ 55,034 $ 17,494 $ — $ 72,615 Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (33,405 ) $ 84,471 $ 1,294 $ — $ 52,360 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (5,070 ) (184 ) — (5,254 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — — — — — Net cash used in investing activities — — (5,070 ) (184 ) — (5,254 ) Cash flows from financing activities: — Proceeds from issuance of term loan and notes, net of original issue discounts — — — — — — Repayment of term loans — (25,486 ) — — — (25,486 ) Payment of financing costs — — — — — — Payment of deferred consideration — — — — — — Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (2,230 ) — — (2,230 ) Proceeds from exercise of stock options 25 — — — — 25 Capital investments from minority partner — — — — — — Intercompany loans and investments 294 58,895 (59,642 ) 453 — — Net cash provided by (used in) financing activities 319 33,409 (61,872 ) 453 — (27,691 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (83 ) — (83 ) Net increase (decrease) in cash and cash equivalents and restricted cash 319 4 17,529 1,480 — 19,332 Cash and cash equivalents and restricted cash: Beginning of period 93 1 56,945 12,079 — 69,118 End of period $ 412 $ 5 $ 74,474 $ 13,559 $ — $ 88,450 |