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 10 : 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 September 30, 2018 , supplemental condensed consolidating results of operations for the three and nine months ended September 30, 2017 and 2018 , and cash flow information for the nine months ended September 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 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 Equity 83,005 49,288 1,355,013 37,200 (1,441,501 ) 83,005 Total liabilities and stockholders' equity $ 83,005 $ 1,965,574 $ 1,884,366 $ 109,642 $ (1,441,501 ) $ 2,601,086 Condensed Consolidating Balance Sheets September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 207 $ 2 $ 59,890 $ 29,575 $ — $ 89,674 Restricted cash — — 1,731 101 — 1,832 Accounts receivable — — 11,906 2,199 — 14,105 Prepaid domain name registry fees — — 32,729 24,385 — 57,114 Prepaid commissions — — 41,085 659 — 41,744 Prepaid expenses & other current assets — 174 18,361 8,566 — 27,101 Total current assets 207 176 165,702 65,485 — 231,570 Intercompany receivables, net 34,278 441,001 (354,298 ) (120,981 ) — — Property and equipment, net — — 66,772 12,543 — 79,315 Goodwill — — 1,673,851 175,413 — 1,849,264 Other intangible assets, net — — 376,441 1,229 — 377,670 Investment in subsidiaries 122,114 1,510,592 74,478 — (1,707,184 ) — Prepaid commissions, net of current portion — — 41,346 735 — 42,081 Other assets — 9,742 22,351 6,410 — 38,503 Total assets $ 156,599 $ 1,961,511 $ 2,066,643 $ 140,834 $ (1,707,184 ) $ 2,618,403 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 10,239 $ 573 $ — $ 10,812 Accrued expenses and other current liabilities — 15,197 69,493 4,376 — 89,066 Deferred revenue — — 330,178 50,386 — 380,564 Current portion of notes payable — 31,606 — — — 31,606 Current portion of capital lease obligations — — 7,595 — — 7,595 Deferred consideration, short-term — — 2,386 — — 2,386 Total current liabilities — 46,803 419,891 55,335 — 522,029 Deferred revenue, long-term — — 86,133 10,286 — 96,419 Notes payable — 1,792,436 — — — 1,792,436 Capital lease obligations — — 2,067 — — 2,067 Deferred consideration — — 1,342 — — 1,342 Other long-term liabilities — 158 46,618 736 — 47,512 Total liabilities — 1,839,397 556,051 66,357 — 2,461,805 Equity 156,599 122,114 1,510,592 74,477 (1,707,184 ) 156,598 Total liabilities and stockholders' equity $ 156,599 $ 1,961,511 $ 2,066,643 $ 140,834 $ (1,707,184 ) $ 2,618,403 Condensed Consolidating Statements of Operations and Comprehensive Income (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 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) 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 Income (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) income 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 gain 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 Statements of Operations and Comprehensive Income (Loss) Three Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 258,388 $ 26,730 $ (1,348 ) $ 283,770 Cost of revenue — — 110,808 19,485 (1,348 ) 128,945 Gross profit — — 147,580 7,245 — 154,825 Operating expense: Sales and marketing — — 60,341 3,490 — 63,831 Engineering and development — — 20,524 2,159 — 22,683 General and administrative (11 ) 52 24,187 1,465 — 25,693 Total operating expense (11 ) 52 105,052 7,114 — 112,207 (Loss) income from operations 11 (52 ) 42,528 131 — 42,618 Interest expense and other income, net — 37,305 74 (141 ) — 37,238 (Loss) income before income taxes and equity earnings of unconsolidated entities 11 (37,357 ) 42,454 272 — 5,380 Income tax (benefit) expense — (8,891 ) 22,020 (1,414 ) — 11,715 (Loss) income before equity earnings of unconsolidated entities 11 (28,466 ) 20,434 1,686 — (6,335 ) Equity loss (income) of unconsolidated entities, net of tax 6,346 (22,120 ) (1,686 ) — 17,460 — Net (loss) income $ (6,335 ) $ (6,346 ) $ 22,120 $ 1,686 $ (17,460 ) $ (6,335 ) Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (6,335 ) $ (6,346 ) $ 22,120 $ 1,686 $ (17,460 ) $ (6,335 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (644 ) — (644 ) Unrealized gain on cash flow hedge, net of taxes — 812 — — — 812 Total comprehensive (loss) income $ (6,335 ) $ (5,534 ) $ 22,120 $ 1,042 $ (17,460 ) $ (6,167 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 783,611 $ 83,995 $ (4,710 ) $ 862,896 Cost of revenue — — 338,885 59,422 (4,710 ) 393,597 Gross profit — — 444,726 24,573 — 469,299 Operating expense: Sales and marketing — — 187,175 10,558 — 197,733 Engineering and development — — 58,850 5,709 — 64,559 General and administrative (11 ) 169 124,317 (29,263 ) — 95,212 Total operating expense (11 ) 169 370,342 (12,996 ) — 357,504 (Loss) income from operations 11 (169 ) 74,384 37,569 — 111,795 Interest expense and other income, net — 111,051 539 (387 ) — 111,203 (Loss) income before income taxes and equity earnings of unconsolidated entities 11 (111,220 ) 73,845 37,956 — 592 Income tax (benefit) expense — (26,470 ) 35,897 (601 ) — 8,826 (Loss) income before equity earnings of unconsolidated entities 11 (84,750 ) 37,948 38,557 — (8,234 ) Equity loss (income) of unconsolidated entities, net of tax 8,247 (76,503 ) (38,554 ) 18 106,794 2 Net (loss) income $ (8,236 ) $ (8,247 ) $ 76,502 $ 38,539 $ (106,794 ) $ (8,236 ) Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (8,236 ) $ (8,247 ) $ 76,502 $ 38,539 $ (106,794 ) $ (8,236 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (2,489 ) — (2,489 ) Unrealized gain on cash flow hedge, net of taxes — 1,996 — — — 1,996 Total comprehensive (loss) income $ (8,236 ) $ (6,251 ) $ 76,502 $ 36,050 $ (106,794 ) $ (8,729 ) 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 Proceeds from note receivable — — — — — — Purchases of intangible assets — — (1,932 ) (34 ) — (1,966 ) Net cash used in investing activities — — (29,780 ) (3,989 ) — (33,769 ) 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 — (1,733,147 ) — — — (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 (used in) provided by financing activities 490 72,684 (159,289 ) 5,132 — (80,983 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 2,156 — 2,156 Net (decrease) increase in cash and cash equivalents and restricted cash 458 (3 ) 15,699 116 — 16,270 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 461 $ 1 $ 57,353 $ 15,353 $ — $ 73,168 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (88,464 ) $ 180,852 $ 41,205 $ — $ 133,593 Cash flows from investing activities: Purchases of property and equipment — — (22,159 ) (184 ) — (22,343 ) Proceeds from sale of property and equipment — — 6 — — 6 Net cash used in investing activities — — (22,153 ) (184 ) — (22,337 ) 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 — (1,656,094 ) — — — (1,656,094 ) Payment of financing costs — (1,580 ) — — — (1,580 ) Payment of deferred consideration — — (4,500 ) — — (4,500 ) Principal payments on capital lease obligations — — (5,609 ) — — (5,609 ) Proceeds from exercise of stock options 756 — — — — 756 Intercompany loans and investments (641 ) 165,833 (143,914 ) (21,278 ) — — Net cash provided by (used in) financing activities 115 88,464 (154,023 ) (21,278 ) — (86,722 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (2,146 ) — (2,146 ) Net increase (decrease) in cash and cash equivalents and restricted cash 115 — 4,676 17,597 — 22,388 Cash and cash equivalents and restricted cash: Beginning of period 92 2 56,945 12,079 — 69,118 End of period $ 207 $ 2 $ 61,621 $ 29,676 $ — $ 91,506 |