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 June 30, 2018 , supplemental condensed consolidating results of operations for the three and six months ended June 30, 2017 and 2018 , and cash flow information for the six months ended June 30, 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 June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 150 $ 1 $ 49,574 $ 25,774 $ — $ 75,499 Restricted cash — — 1,569 101 — 1,670 Accounts receivable — — 9,738 2,347 — 12,085 Prepaid domain name registry fees — — 34,224 24,720 — 58,944 Prepaid commissions — — 41,063 779 — 41,842 Prepaid expenses & other current assets 12 168 20,738 9,410 — 30,328 Total current assets 162 169 156,906 63,131 — 220,368 Intercompany receivables, net 34,012 494,747 (409,935 ) (118,824 ) — — Property and equipment, net — — 69,670 13,088 — 82,758 Goodwill — — 1,673,851 175,678 — 1,849,529 Other intangible assets, net — — 401,567 2,268 — 403,835 Investment in subsidiaries 113,586 1,474,410 73,435 — (1,661,431 ) — Prepaid commissions, net of current portion — — 41,271 763 — 42,034 Other assets — 9,890 22,897 6,554 — 39,341 Total assets $ 147,760 $ 1,979,216 $ 2,029,662 $ 142,658 $ (1,661,431 ) $ 2,637,865 Liabilities, redeemable non-controlling interest and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 6,985 $ 886 $ — $ 7,871 Accrued expenses and other current liabilities — 18,901 71,315 6,410 — 96,626 Deferred revenue — — 334,451 51,225 — 385,676 Current portion of notes payable — 31,606 — — — 31,606 Current portion of capital lease obligations — — 7,427 — — 7,427 Deferred consideration, short-term — — 2,651 — — 2,651 Total current liabilities — 50,507 422,829 58,521 — 531,857 Deferred revenue, long-term — — 86,532 10,296 — 96,828 Notes payable — 1,815,221 — — — 1,815,221 Capital lease obligations — — 4,013 — — 4,013 Deferred consideration — — 1,320 — — 1,320 Other long-term liabilities — (98 ) 40,559 406 — 40,867 Total liabilities — 1,865,630 555,253 69,223 — 2,490,106 Redeemable non-controlling interest — — — — — — Equity 147,760 113,586 1,474,409 73,435 (1,661,431 ) 147,759 Total liabilities and equity $ 147,760 $ 1,979,216 $ 2,029,662 $ 142,658 $ (1,661,431 ) $ 2,637,865 Condensed Consolidating Statements of Operations and Comprehensive Income (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 (Loss) income from operations — (55 ) 12,010 852 (160 ) 12,647 Interest expense and other income, net — 45,406 247 (180 ) — 45,473 (Loss) income before income taxes and equity earnings of unconsolidated entities — (45,461 ) 11,763 1,032 (160 ) (32,826 ) Income tax (benefit) expense — (16,794 ) 19,555 (133 ) — 2,628 (Loss) income before equity earnings of unconsolidated entities — (28,667 ) (7,792 ) 1,165 (160 ) (35,454 ) Equity loss (income) of unconsolidated entities, net of tax 35,256 6,589 (1,204 ) — (40,680 ) (39 ) Net (loss) income $ (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) income 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 on cash flow hedge, net of taxes — (176 ) — — — (176 ) Total comprehensive (loss) income $ (35,256 ) $ (35,432 ) $ (10,302 ) $ 2,393 $ 40,520 $ (38,077 ) Condensed Consolidating Statements of Operations and Comprehensive Income (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 (Loss) income from operations — (110 ) 26,605 163 (417 ) 26,241 Interest expense and other income, net — 84,652 394 (175 ) — 84,871 (Loss) income before income taxes and equity earnings of unconsolidated entities — (84,762 ) 26,211 338 (417 ) (58,630 ) Income tax (benefit) expense — (31,311 ) 39,250 463 — 8,402 (Loss) income before equity earnings of unconsolidated entities — (53,451 ) (13,039 ) (125 ) (417 ) (67,032 ) Equity loss (income) of unconsolidated entities, net of tax 66,577 13,127 87 — (79,830 ) (39 ) Net (loss) income $ (66,577 ) $ (66,578 ) $ (13,126 ) $ (125 ) $ 79,413 $ (66,993 ) Net loss attributable to non-controlling interest — — 7,524 — — 7,524 Net (loss) income 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 on cash flow hedge, net of taxes — (392 ) — — — (392 ) Total comprehensive (loss) income $ (66,577 ) $ (66,970 ) $ (20,650 ) $ 1,789 $ 79,413 $ (72,995 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 261,718 $ 27,648 $ (1,596 ) $ 287,770 Cost of revenue — — 112,762 19,580 (1,596 ) 130,746 Gross profit — — 148,956 8,068 — 157,024 Operating expense: Sales and marketing — — 63,141 3,405 — 66,546 Engineering and development — — 19,915 2,044 — 21,959 General and administrative — 59 63,832 (33,147 ) — 30,744 Transaction costs — — — — — — Total operating expense — 59 146,888 (27,698 ) — 119,249 (Loss) income from operations — (59 ) 2,068 35,766 — 37,775 Interest expense and other income, net — 38,037 202 (120 ) — 38,119 (Loss) income before income taxes and equity earnings of unconsolidated entities — (38,096 ) 1,866 35,886 — (344 ) Income tax (benefit) expense — (9,067 ) 10,933 (216 ) — 1,650 (Loss) income before equity earnings of unconsolidated entities — (29,029 ) (9,067 ) 36,102 — (1,994 ) Equity loss (income) of unconsolidated entities, net of tax 1,969 (27,061 ) (36,127 ) — 61,194 (25 ) Net (loss) income $ (1,969 ) $ (1,968 ) $ 27,060 $ 36,102 $ (61,194 ) $ (1,969 ) Net loss attributable to non-controlling interest — — — — — — Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (1,969 ) $ (1,968 ) $ 27,060 $ 36,102 $ (61,194 ) $ (1,969 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (2,425 ) — (2,425 ) Unrealized gain on cash flow hedge, net of taxes — 144 — — — 144 Total comprehensive (loss) income $ (1,969 ) $ (1,824 ) $ 27,060 $ 33,677 $ (61,194 ) $ (4,250 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six months ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 525,223 $ 57,265 $ (3,362 ) $ 579,126 Cost of revenue — — 228,077 39,937 (3,362 ) 264,652 Gross profit — — 297,146 17,328 — 314,474 Operating expense: Sales and marketing — — 126,834 7,068 — 133,902 Engineering and development — — 38,326 3,550 — 41,876 General and administrative — 116 100,131 (30,728 ) — 69,519 Transaction costs — — — — — — Total operating expense — 116 265,291 (20,110 ) — 245,297 (Loss) income from operations — (116 ) 31,855 37,438 — 69,177 Interest expense and other income, net — 73,746 465 (246 ) — 73,965 (Loss) income before income taxes and equity earnings of unconsolidated entities — (73,862 ) 31,390 37,684 — (4,788 ) Income tax (benefit) expense — (17,579 ) 21,033 813 — 4,267 (Loss) income before equity earnings of unconsolidated entities — (56,283 ) 10,357 36,871 — (9,055 ) Equity loss (income) of unconsolidated entities, net of tax 9,057 (47,227 ) (36,868 ) 17 75,023 2 Net (loss) income $ (9,057 ) $ (9,056 ) $ 47,225 $ 36,854 $ (75,023 ) $ (9,057 ) Net loss attributable to non-controlling interest — — — — — — Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (9,057 ) $ (9,056 ) $ 47,225 $ 36,854 $ (75,023 ) $ (9,057 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (1,845 ) — (1,845 ) Unrealized gain on cash flow hedge, net of taxes — 1,184 — — — 1,184 Total comprehensive (loss) income $ (9,057 ) $ (7,872 ) $ 47,225 $ 35,009 $ (75,023 ) $ (9,718 ) 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 (used in) provided by 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 cash used in investing activities — — (18,379 ) (2,309 ) — (20,688 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,693,007 — — — 1,693,007 Repayment of notes payable and revolver — (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 (used in) provided by financing activities 183 47,488 (83,392 ) (177 ) — (35,898 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 2,076 — 2,076 Net (decrease) increase in cash and cash equivalents and restricted cash 169 (1 ) 24,276 3,468 — 27,912 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 172 $ 3 $ 65,930 $ 18,705 $ — $ 84,810 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (22 ) $ (60,405 ) $ 103,777 $ 38,902 $ — $ 82,252 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (13,197 ) (184 ) — (13,381 ) 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 — — (13,197 ) (184 ) — (13,381 ) Cash flows from financing activities: — Proceeds from issuance of term loan and notes, net of original issue discounts — 1,580,305 — — — 1,580,305 Repayment of term loans — (1,630,693 ) — — — (1,630,693 ) Payment of financing costs — (1,295 ) — — — (1,295 ) Payment of deferred consideration — — (4,196 ) — — (4,196 ) Payment of redeemable non-controlling interest liability — — — — — — Principal payments on capital lease obligations — — (3,909 ) — — (3,909 ) Proceeds from exercise of stock options 456 — — — — 456 Capital investments from minority partner — — — — — — Intercompany loans and investments (376 ) 112,087 (88,277 ) (23,434 ) — — Net cash provided by (used in) financing activities 80 60,404 (96,382 ) (23,434 ) — (59,332 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (1,488 ) — (1,488 ) Net increase (decrease) in cash and cash equivalents and restricted cash 58 (1 ) (5,802 ) 13,796 — 8,051 Cash and cash equivalents and restricted cash: Beginning of period 92 2 56,945 12,079 — 69,118 End of period $ 150 $ 1 $ 51,143 $ 25,875 $ — $ 77,169 |