Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 19, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Endurance International Group Holdings, Inc. | ||
Entity Central Index Key | 1,237,746 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Trading Symbol | EIGI | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 143,986,502 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 715,515,913 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 88,644 | $ 66,493 |
Restricted cash | 1,932 | 2,625 |
Accounts receivable | 12,205 | 15,945 |
Prepaid domain name registry fees | 56,779 | 53,805 |
Prepaid commissions | 41,458 | 0 |
Prepaid and refundable taxes | 7,235 | 4,367 |
Prepaid expenses and other current assets | 27,855 | 23,908 |
Total current assets | 236,108 | 167,143 |
Property and equipment—net | 92,275 | 95,452 |
Goodwill | 1,849,065 | 1,850,582 |
Other intangible assets—net | 352,516 | 455,440 |
Deferred financing costs | 2,656 | 3,189 |
Investments | 15,000 | 15,267 |
Prepaid domain name registry fees, net of current portion | 11,207 | 10,806 |
Prepaid commissions, net of current portion | 42,472 | 0 |
Other assets | 5,208 | 2,155 |
Total assets | 2,606,507 | 2,600,034 |
Current liabilities: | ||
Accounts payable | 12,449 | 11,058 |
Accrued expenses | 79,279 | 78,601 |
Accrued taxes | 2,498 | 338 |
Accrued interest | 25,259 | 24,457 |
Deferred revenue | 371,758 | 361,940 |
Current portion of notes payable | 31,606 | 33,945 |
Current portion of financed equipment | 8,379 | 7,630 |
Deferred consideration—short term | 2,425 | 4,365 |
Other current liabilities | 3,147 | 4,031 |
Total current liabilities | 536,800 | 526,365 |
Long-term deferred revenue | 96,140 | 90,972 |
Notes payable—long term, net of original issue discounts of $25,811 and $21,349, and deferred financing costs of $37,736 and $31,992, respectively | 1,770,055 | 1,858,300 |
Financed equipment—long term | 0 | 7,719 |
Deferred tax liability—long term | 16,457 | 19,696 |
Deferred consideration—long term | 1,364 | 3,551 |
Other liabilities | 11,237 | 10,426 |
Total liabilities | 2,432,053 | 2,517,029 |
Stockholders’ equity: | ||
Preferred Stock—par value $0.0001; 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common Stock—par value $0.0001; 500,000,000 shares authorized; 140,190,695 and 143,444,515 shares issued at December 31, 2017 and December 31, 2018, respectively; 140,190,695 and 143,444,178 outstanding at December 31, 2017 and December 31, 2018, respectively | 14 | 14 |
Additional paid-in capital | 961,235 | 931,033 |
Accumulated other comprehensive loss | (3,211) | (541) |
Accumulated deficit | (783,584) | (847,501) |
Total stockholders’ equity | 174,454 | 83,005 |
Total liabilities and stockholders’ equity | $ 2,606,507 | $ 2,600,034 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Unamortized deferred financing costs | $ 21,349 | $ 25,811 |
Unamortized original issue discounts | $ 31,992 | $ 37,736 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 143,444,515 | 140,190,695 |
Common stock, shares outstanding (in shares) | 143,444,178 | 140,190,695 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 1,145,291,000 | $ 1,176,867,000 | $ 1,111,142,000 |
Cost of revenue | 520,737,000 | 603,930,000 | 583,991,000 |
Gross profit | 624,554,000 | 572,937,000 | 527,151,000 |
Operating expense: | |||
Sales and marketing | 265,424,000 | 277,460,000 | 303,511,000 |
Engineering and development | 87,980,000 | 78,772,000 | 87,601,000 |
General and administrative | 124,204,000 | 163,972,000 | 143,095,000 |
Transaction costs | 0 | 773,000 | 32,284,000 |
Impairment of goodwill | 0 | 12,129,000 | 0 |
Total operating expense | 477,608,000 | 533,106,000 | 566,491,000 |
(Loss) income from operations | 146,946,000 | 39,831,000 | (39,340,000) |
Other income (expense), net | |||
Other income (expense), net | 0 | (600,000) | 1,862,000 |
Interest income | 1,089,000 | 736,000 | 576,000 |
Interest expense | (149,480,000) | (157,142,000) | (152,888,000) |
Total other expense—net | (148,391,000) | (157,006,000) | (150,450,000) |
Loss before income taxes and equity earnings of unconsolidated entities | (1,445,000) | (117,175,000) | (189,790,000) |
Income tax benefit | (6,246,000) | (17,281,000) | (109,858,000) |
(Loss) income before equity earnings of unconsolidated entities | 4,801,000 | (99,894,000) | (79,932,000) |
Equity loss (income) of unconsolidated entities, net of tax | 267,000 | (110,000) | 1,297,000 |
Net (loss) income | 4,534,000 | (99,784,000) | (81,229,000) |
Net (loss) income attributable to non-controlling interest | 0 | 277,000 | (15,167,000) |
Excess accretion of non-controlling interest | 0 | 7,247,000 | 6,769,000 |
Net loss attributable to non-controlling interest | 0 | 7,524,000 | (8,398,000) |
Net income (loss) attributable to Endurance International Group Holdings, Inc. | 4,534,000 | (107,308,000) | (72,831,000) |
Comprehensive loss: | |||
Foreign currency translation adjustments | (2,233,000) | 3,091,000 | (597,000) |
Unrealized (loss) gain on cash flow hedge, net of taxes of ($792), $11 and ($137) for the years ended December 31, 2016, 2017 and 2018 | (437,000) | 34,000 | (1,351,000) |
Total comprehensive (loss) income | $ 1,864,000 | $ (104,183,000) | $ (74,779,000) |
Net (loss) income per share attributable to Endurance International Group Holdings, Inc.: | |||
Net (loss) income per share attributable to Endurance International Group Holdings, Inc. - basic earnings per share (in usd per share) | $ 0.03 | $ (0.78) | $ (0.55) |
Net (loss) income per share attributable to Endurance International Group Holdings, Inc. - diluted earnings per share (in usd per share) | $ 0.03 | $ (0.78) | $ (0.55) |
Weighted-average number of common shares used in computing net (loss) income per share attributable to Endurance International Group Holdings, Inc. | |||
Basic (in shares) | 142,316,993 | 137,322,201 | 133,415,732 |
Diluted (in shares) | 145,669,760 | 137,322,201 | 133,415,732 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Unrealized gain (loss) arising during period, tax | $ (137) | $ (11) | $ (792) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance, (in shares) at Dec. 31, 2015 | 131,938,485 | ||||
Beginning balance at Dec. 31, 2015 | $ 179,674 | $ 14 | $ 848,740 | $ (1,718) | $ (667,362) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted shares (in shares) | 2,458,886 | ||||
Vesting of restricted shares | 0 | ||||
Exercise of stock options, (in shares) | 396,486 | ||||
Exercise of stock options | 2,564 | 2,564 | |||
Other comprehensive loss | (1,948) | (1,948) | |||
Non-controlling interest accretion | (30,844) | (30,844) | |||
Investment in Constant Contact | 5,395 | 5,395 | |||
Net loss attributable to non-controlling interest | (15,167) | (15,167) | |||
Non-controlling interest accretion | (72,831) | (72,831) | |||
Stock-based compensation | 57,540 | 57,540 | |||
Ending balance, (in shares) at Dec. 31, 2016 | 134,793,857 | ||||
Ending balance at Dec. 31, 2016 | 124,383 | $ 14 | 868,228 | (3,666) | (740,193) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted shares (in shares) | 5,040,609 | ||||
Vesting of restricted shares | 0 | ||||
Exercise of stock options, (in shares) | 356,229 | ||||
Exercise of stock options | 2,049 | 2,049 | |||
Other comprehensive loss | 3,125 | 3,125 | |||
Net loss attributable to non-controlling interest | 277 | 277 | |||
Non-controlling interest accretion | (107,308) | (107,308) | |||
Stock-based compensation | 60,479 | 60,479 | |||
Ending balance, (in shares) at Dec. 31, 2017 | 140,190,695 | ||||
Ending balance at Dec. 31, 2017 | 83,005 | $ 14 | 931,033 | (541) | (847,501) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted shares (in shares) | 3,122,079 | ||||
Vesting of restricted shares | 0 | ||||
Exercise of stock options, (in shares) | 131,404 | ||||
Exercise of stock options | 887 | 887 | |||
Other comprehensive loss | (2,670) | (2,670) | |||
Net loss attributable to non-controlling interest | 0 | ||||
Non-controlling interest accretion | 4,534 | 4,534 | |||
Stock-based compensation | 29,315 | 29,315 | |||
Ending balance, (in shares) at Dec. 31, 2018 | 143,444,178 | ||||
Ending balance at Dec. 31, 2018 | $ 174,454 | $ 14 | $ 961,235 | $ (3,211) | $ (783,584) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Millions | Jan. 01, 2018USD ($) |
Accounting Standards Update 2014-09 | |
Tax impact of topic 606 | $ 7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ 4,534,000 | $ (99,784,000) | $ (81,229,000) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation of property and equipment | 48,207,000 | 55,185,000 | 60,360,000 |
Amortization of other intangible assets from acquisitions | 103,148,000 | 140,354,000 | 143,562,000 |
Amortization of deferred financing costs | 6,454,000 | 7,316,000 | 6,073,000 |
Amortization of net present value of deferred consideration | 373,000 | 632,000 | 2,617,000 |
Amortization of original issuance discount | 4,305,000 | 3,860,000 | 2,970,000 |
Impairment of long-lived assets | 0 | 18,731,000 | 9,039,000 |
Impairment of investments | 0 | 600,000 | 0 |
Impairment of goodwill | 0 | 12,129,000 | 0 |
Stock-based compensation | 29,064,000 | 60,001,000 | 58,267,000 |
Deferred tax benefit | (10,438,000) | (22,807,000) | (113,242,000) |
(Gain) loss on sale of assets | 198,000 | (315,000) | (243,000) |
Gain from unconsolidated entities | 0 | (110,000) | (1,862,000) |
Loss of unconsolidated entities | 267,000 | 0 | 1,297,000 |
Financing costs expensed | 1,228,000 | 5,487,000 | 0 |
Loss on early extinguishment of debt | 331,000 | 992,000 | 0 |
Dividend from minority interest | 0 | 100,000 | 100,000 |
Gain from change in deferred consideration | 0 | 0 | (20,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,616,000 | (3,102,000) | (1,620,000) |
Prepaid expenses and other current assets | (11,759,000) | 5,435,000 | (4,932,000) |
Accounts payable and accrued expenses | 9,339,000 | 8,334,000 | 19,458,000 |
Deferred revenue | (6,315,000) | 8,235,000 | 54,366,000 |
Net cash provided by operating activities | 182,552,000 | 201,273,000 | 154,961,000 |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | (887,937,000) |
Purchases of property and equipment | (45,880,000) | (43,062,000) | (37,259,000) |
Cash paid for minority investment | 0 | 0 | (5,600,000) |
Proceeds from sale of assets | 6,000 | 530,000 | 676,000 |
Purchases of intangible assets | (8,000) | (1,966,000) | (27,000) |
Net cash used in investing activities | (45,882,000) | (44,498,000) | (930,147,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 1,580,305,000 | 1,693,007,000 | 1,056,178,000 |
Repayment of term loan | (1,681,094,000) | (1,797,634,000) | (55,200,000) |
Proceeds from borrowing of revolver | 0 | 0 | 54,500,000 |
Repayment of revolver | 0 | 0 | (121,500,000) |
Payment of financing costs | (1,580,000) | (6,304,000) | (52,561,000) |
Payment of deferred consideration | (4,500,000) | (5,433,000) | (51,044,000) |
Payment of redeemable non-controlling interest liability | 0 | (25,000,000) | (33,425,000) |
Principal payments on financed equipment | (7,439,000) | (7,390,000) | (5,892,000) |
Proceeds from exercise of stock options | 887,000 | 2,049,000 | 2,564,000 |
Capital investment from minority interest partner | 0 | 0 | 2,776,000 |
Net cash provided by (used in) financing activities | (113,421,000) | (146,705,000) | 796,396,000 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | (1,791,000) | 2,150,000 | 1,610,000 |
Net increase in cash and cash equivalents and restricted cash | 21,458,000 | 12,220,000 | 22,820,000 |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 69,118,000 | 56,898,000 | 34,078,000 |
End of period | 88,644,000 | 66,493,000 | |
Supplemental cash flow information: | |||
Interest paid | 134,145,000 | 141,157,000 | 119,063,000 |
Income taxes paid | 4,141,000 | 3,369,000 | 4,278,000 |
Supplemental disclosure of non-cash financing activities: | |||
Shares or awards issued in connection with acquisitions | 0 | 0 | 5,395,000 |
Assets acquired under equipment financing | $ 1,179,000 | $ 15,536,000 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Formation and Nature of Business Endurance International Group Holdings, Inc. (“Holdings”) is a Delaware corporation, which, together with its wholly owned subsidiary company, EIG Investors Corp. (“EIG Investors”), its primary operating subsidiary company, The Endurance International Group, Inc. (“EIG”), and other subsidiaries of EIG, collectively form the “Company”. The Company is a leading provider of cloud-based platform solutions designed to help small- and medium-sized businesses succeed online. EIG and EIG Investors were incorporated in April 1997 and May 2007, respectively, and Holdings was originally formed as a limited liability company in October 2011 in connection with the acquisition of a controlling interest in EIG Investors, EIG and EIG’s subsidiaries by investment funds and entities affiliated with Warburg Pincus and Goldman, Sachs & Co. on December 22, 2011. On November 7, 2012, Holdings reorganized as a Delaware limited partnership and on June 25, 2013, Holdings converted into a Delaware C-corporation and changed its name to Endurance International Group Holdings, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Preparation The accompanying consolidated financial statements, which include the accounts of the Company and its subsidiaries, have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated on consolidation. Segment Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM"). The Company has determined that its chief executive officer is the Company's CODM. The Company has identified three operating segments: Web Presence, Domains and Email Marketing. The Company has determined that it does not satisfy aggregation criteria for these operating segments, and that each segment meets the quantitative threshold of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280, Segment Reporting , or ASC 280. Therefore, all three operating segments are reportable segments. The Company's segments share certain resources, primarily related to sales and marketing, engineering and general and administrative functions. Management allocates these costs to each respective segment based on a consistently applied methodology. The Company has revised amounts reported for gross profit, net loss and adjusted EBITDA for the web presence and the domain segments in the segment disclosures, which impacted fiscal years 2016 and 2017. The amounts reported for the email marketing segment were not impacted. The revisions arose because of an error in the classification of certain domain registration expenses. Domain segment gross profit, net income (loss) and adjusted EBITDA were overstated by $3.0 million for fiscal year 2016, and by $6.9 million for fiscal year 2017, and web presence segment gross profit, net income (loss) and adjusted EBITDA were understated by equal amounts. Consolidated results were not impacted by this misstatement. See Note 21, Segment Information , for further details. Use of Estimates U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates, judgments and assumptions used in preparing the accompanying consolidated financial statements are based on the relevant facts and circumstances as of the date of the consolidated financial statements. Although the Company regularly assesses these estimates, judgments and assumptions used in preparing the consolidated financial statements, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The more significant estimates reflected in these consolidated financial statements include estimates of fair value of assets acquired and liabilities assumed under purchase accounting related to the Company’s acquisitions and when evaluating goodwill and long-lived assets for potential impairment, the estimated useful lives of intangible and depreciable assets, revenue recognition for contracts with multiple performance obligations, stock-based compensation, contingent consideration, derivative instruments, certain accruals, reserves and deferred taxes. Cash Equivalents Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase. Restricted Cash Restricted cash is composed of certificates of deposits and cash held by merchant banks and payment processors, which provide collateral against any chargebacks, fees, or other items that may be charged back to the Company by credit card companies and other merchants, and collateral for certain facility leases. Accounts Receivable Accounts receivable is primarily composed of cash due from credit card companies for unsettled transactions charged to subscribers’ credit cards. As these amounts reflect authenticated transactions that are fully collectible, the Company does not maintain an allowance for doubtful accounts. The Company also accrues for earned referral fees and commissions, which are governed by reseller or affiliate agreements, when the amount is reasonably estimable. Prepaid Domain Name Registry Fees Prepaid domain name registry fees represent amounts that are paid in full at the time a domain is registered by one of the Company’s registrars on behalf of a customer. The registry fees are recognized on a straight-line basis over the term of the domain registration period. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, accounts receivable, accounts payable and certain accrued expenses, approximate their fair values due to their short maturities. The fair value of the Company’s notes payable is based on the borrowing rates currently available to the Company for debt with similar terms and average maturities and approximates their carrying value. Derivative Instruments and Hedging Activities FASB ASC 815, Derivatives and Hedging , or ASC 815, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. In accordance with the FASB’s fair value measurement guidance in Accounting Standard Update ("ASU") 2011-4, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Concentrations of Credit and Other Risks Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained at accredited financial institutions, and PayPal balances are at times without and in excess of federally insured limits. The Company has never experienced any losses related to these balances and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. For the years ended December 31, 2016 , 2017 and 2018 , no subscriber represented 10% or more of the Company’s total revenue. Additionally, as of December 31, 2017 and 2018 , no subscriber represented 10% or more of the Company’s total accounts receivable. Property and Equipment Property and equipment is recorded at cost or fair value if acquired in an acquisition. The Company also capitalizes the direct costs of constructing additional computer equipment for internal use, as well as upgrades to existing computer equipment which extend the useful life, capacity or operating efficiency of the equipment. Capitalized costs include the cost of materials, shipping and taxes. Materials used for repairs and maintenance of computer equipment are expensed and recorded as a cost of revenue. Materials on hand and construction-in-process are recorded as property and equipment. Assets recorded under property, plant and equipment financing are depreciated over the lease term. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Building Thirty-five years Software Two to three years Computers and office equipment Three years Furniture and fixtures Five years Leasehold improvements Shorter of useful life or remaining term of the lease Software Development Costs The Company accounts for software development costs for internal use software under the provisions of ASC 350-40, Internal-Use Software . Accordingly, certain costs to develop internal-use computer software are capitalized, provided these costs are expected to be recoverable. During the years ended December 31, 2016 , 2017 and 2018 , the Company capitalized internal-use software development costs of $11.8 million , $10.2 million and $10.1 million , respectively. Business Combinations The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company's current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company's operating results. Changes in the fair value of a contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled. Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment , or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company has historically performed its annual goodwill test as of December 31 of each fiscal year. As a result of changes in its management structure during fiscal year 2017, including the change in the Company's chief executive officer, the Company has revised its internal reporting structure, which has resulted in a change to the Company's reporting units. The Company has identified a total of ten reporting units under its new structure. With the increase in reporting units, the Company determined that more time would be required to perform future goodwill impairment tests, and as a result, decided to accelerate the annual goodwill impairment test date to October 31 of each fiscal year, starting with the fiscal year 2017 test. The Company also early adopted the provisions of ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment test as of October 31, 2017 and all future goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit is impaired. Before testing goodwill at October 31, 2017, the Company allocated assets and liabilities to their respective reporting units. Goodwill was allocated to each reporting unit in accordance with ASC 350-20-40, which requires that goodwill be allocated based on the relative fair values of each reporting unit. After completing this valuation process, the Company allocated goodwill to seven reporting units. The Company did not allocate any goodwill to three smaller reporting units that were determined to have no material fair value. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. Certain assets and liabilities are shared by multiple reporting units, and were allocated to each reporting unit based on the relative size of a reporting unit, primarily based on revenue. The Company's goodwill impairment test as of October 31, 2017 resulted in a $12.1 impairment of goodwill to the Company's domain monetization reporting unit within the domain segment. The impairment is a direct result of a more rapid decline in domain parking revenue than originally expected, and to a lesser extent, reduced sales of premium domain names. Goodwill for this reporting unit has been completely impaired. Goodwill allocated to the other six reporting units was not impaired. As of the test date of October 31, 2018, the fair value for all reporting units was higher than their respective carrying values, and no impairment has been recorded. No triggering events were identified between the October 31, 2018 test and December 31, 2018. The Company determines the fair value of each reporting unit by utilizing the income approach and the market approach. For the income approach, fair value is determined based on the present value of estimated future after-tax cash flows, discounted at an appropriate risk adjusted rate. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the weighted-average cost of capital. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in its business and in its internally developed forecasts. For fiscal years 2017 and 2018, the Company used a discount rate of 10.0% for all but one of its reporting units. The Company also performed sensitivity analysis on its discount rates. The Company uses internal forecasts to estimate future after-tax cash flows, which include an estimate of long-term future growth rates based on the Company's view of the long-term outlook for each reporting unit. Actual results may differ from those assumed in the Company's forecasts. For the market approach, the Company uses a valuation technique in which values are derived based on valuation multiples from comparable public companies, and a valuation multiple from sales of comparable companies. For the fiscal 2017 goodwill impairment analysis, the Company compared the fair value from the income approach to the market approach based on multiples of comparable public companies and noted no material variances in the valuation techniques. For the fiscal 2018 goodwill impairment analysis, the Company compared the fair value from the income approach to two market approaches, which included a valuation multiple of comparable public companies and a valuation multiple from sales of comparable companies. For three of the Company's reporting units, which represent approximately 95% of the Company's goodwill, the fair value derived from the income approach was consistent with the fair value derived from the two market approaches. The Company established the fair value for these reporting units based on the average fair value from all three valuation approaches. For two of the Company's reporting units, which represent approximately 3% of the Company's goodwill, the Company based their fair value entirely upon the income approach, as these two reporting units are experiencing declining cash flows and are expected to continue to experience declines over time. The fair values from the income approach for these two reporting units were materially below the fair values derived from both market approaches. The goodwill allocated to these two reporting units is approximately $64.2 million as of December 31, 2018. Although the Company does not expect an impairment of goodwill for these two reporting units in the near term, the Company expects that cash flows will continue to decline which could result in goodwill impairment charges for these two reporting units at some point in the future. For one of the Company's reporting units, which represents approximately 2% of the Company's goodwill, the fair values derived from the market approaches were much lower than the income approach using a discount rate of 10% . The Company determined that more risk was present in the projected future cash flows of this reporting unit as compared to the Company's other reporting units and determined that a discount rate of 17% was appropriate. The fair value of this reporting unit under the income approach at a discount rate of 17% was consistent with the fair values determined under the two market approaches. The Company established fair value for this reporting unit based on the average fair value from all three valuation approaches. Goodwill as of December 31, 2018 is $1,849.1 million . The carrying value of goodwill that was allocated to the domain, email marketing and web presence segments was $29.9 million , $604.3 million and $1,214.9 million , respectively. The fair value of all reporting units with goodwill at December 31, 2018 exceeds each reporting units carrying value by at least 20% . Long-Lived Assets The Company’s long-lived assets consist primarily of intangible assets, including acquired subscriber relationships, trade names, intellectual property, developed technology, domain names available for sale and in-process research and development (“IPR&D”). The Company also has long-lived tangible assets, primarily consisting of property and equipment. The majority of the Company’s intangible assets are recorded in connection with its various acquisitions. The Company’s intangible assets are recorded at fair value at the time of their acquisition. The Company amortizes intangible assets over their estimated useful lives. Determination of the estimated useful lives of the individual categories of intangible assets is based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized in accordance with their estimated projected cash flows. The Company evaluates long-lived intangible and tangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present and undiscounted future cash flows are less than the carrying amount, the fair value of the assets is determined and compared to the carrying value. If the fair value is less than the carrying value, then the carrying value of the asset is reduced to the estimated fair value and an impairment loss is charged to expense in the period the impairment is identified. During the year ended December 31, 2016, the Company determined that a portion of an internally developed software tool would not meet its needs following the acquisition of Constant Contact, resulting in an impairment charge of $2.0 million which was recorded in engineering and development expense in the consolidated statements of operations and comprehensive income (loss). Additionally, the Company recognized an impairment charge of $0.5 million relating to internally developed software relating to Webzai Ltd. (“Webzai”), and another impairment charge of $4.4 million relating to developed technology acquired in the Webzai acquisition, for a total impairment charge of $4.9 million , which was recorded in engineering and development expense in the consolidated statements of operations and comprehensive income (loss). Refer to Note 6: Property and Equipment and Property, Plant and Equipment Financing Obligations and Note 7: Goodwill and Other Intangible Assets for further details. Also during the year ended December 31, 2016, the Company incurred total impairment charges of IPR&D of $2.2 million , consisting of $1.4 million to impair certain acquired IPR&D projects from the Webzai acquisition that were abandoned during the year ended December 31, 2016 and a charge of $0.8 million to impair certain acquired IPR&D projects from the AppMachine acquisition. Refer to Note 7: Goodwill and Other Intangible Assets , and Acquired In-Process Research and Development (IPR&D) below for further details. All of the 2016 impairments described above were recognized in the web presence segment. During the year ended December 31, 2017, the Company recognized an impairment charge of $13.8 million relating to certain domain name intangible assets acquired in 2014, which was recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss). The impairment resulted from diminished cash flows associated with these intangible assets. Also during the year ended December 31, 2017, the Company recognized an impairment charge of $4.9 million primarily relating to developed technology and customer relationships associated with the acquisition of the Directi web presence business in 2014. This impairment was recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss). The impairment resulted from diminished cash flows associated with these intangible assets. All of the 2017 impairments described above were recognized in the domain segment. During the year ended December 31, 2018, the Company did not identify any impairments relating to its long-lived assets. Indefinite life intangible assets include domain names that are available for sale which are recorded at cost to acquire. These assets are not being amortized and are being tested for impairment annually and whenever events or changes in circumstance indicate that their carrying value may not be recoverable. When a domain name is sold, the Company records the cost of the domain in cost of revenue. Acquired In-Process Research and Development (IPR&D) Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires that have not been completed at the date of acquisition. The acquired IPR&D is capitalized as an intangible asset and reviewed on a quarterly basis to determine future use. Any impairment loss of the acquired IPR&D is charged to expense in the period the impairment is identified. Upon commercialization, the acquired fair value of the IPR&D will be reclassified to developed technology and amortized over its estimated useful life. During the year ended December 31, 2016, the Company identified that the acquired fair value of the remaining IPR&D acquired in connection with its acquisition of Webzai was impaired as these IPR&D projects were abandoned in favor of other projects. At that time, and as mentioned above, the Company recorded a $1.4 million impairment charge, which is reflected in engineering and development expense during the year ended December 31, 2016 in the Company’s consolidated statements of operations and comprehensive income (loss). Additionally, during the year ended December 31, 2016, the Company identified that the acquired fair value of the remaining IPR&D acquired in connection with its acquisition of AppMachine was impaired as these projects were abandoned in favor of other projects, and as such, the Company recorded a $0.8 million impairment charge, which is also reflected in engineering and development expense during the year ended December 31, 2016 in the Company’s consolidated statements of operations and comprehensive income (loss). Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09 or ASC 606, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principals versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, and ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606) , Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which further elaborate on the original ASU No. 2014-09. The Company adopted the guidance in ASC 606 on January 1, 2018. Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to for those products and services. In general, the Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with the customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company provides cloud-based subscription services, which include website hosting and related add-ons, search engine optimization (SEO) services, domain registration services and email marketing. Website hosting gives subscribers access to an environment where the Company hosts a customer’s website. The related contract terms are generally for one year , but can range from 30 days to 3 years . Website hosting services are typically sold in bundled offerings that include website hosting, domain registration services and various add-ons. The Company recognizes revenue for website hosting and domain registration services over the term of the contract. The main add-on services related to website hosting are domain privacy, secure sockets layer (SSL) security, site backup and restoration, and website builder tools. These services may be included in website hosting bundles, or they may be purchased on a standalone basis. Certain add-on services are provided by third parties. In cases where the Company is acting as an agent for the sale of third party add-on services, the Company recognizes revenue on a net basis at the time of sale. In cases where the Company is acting as a principal for the sale of third party add-on services (i.e., the Company has the primary responsibility to provide specific goods or services, it has discretion to establish prices and it may assume inventory risk), the Company recognizes revenue on a gross basis over the term of the contract. The revenue for Company-provided add-on services is primarily recognized over the term of the contract. SEO services are monthly subscriptions that provide a customer with increased traffic to their website over the term of the subscription. Revenue from SEO services is recognized over the monthly term of the contract. In the case of domain registration services, the Company is an accredited registrar and can provide registration services to the customer, or it can select an accredited third party registrar to perform these duties. Domain registration services are generally annual subscriptions, but can cover multiple years. Revenue for these services is recognized over time. Email marketing services provide subscribers with a cloud-based platform that can send broadcast emails to a customer list managed by the subscriber. Pricing is based on contract list volume from the prior monthly period, which determines the contractual billing price for the upcoming month. Revenue for this service is recognized over the monthly term of the contract. Non-subscription based services include certain professional services, primarily website design or re-design services, marketing development fund revenue ("MDF"), premium domain names and domain parking services. Website design and re-design services are recognized when the service is complete. Marketing development funds consist of commissions earned by the Company when a third party sells its products or services directly to the Company’s subscribers, and advertising revenue for third party ads placed on Company websites. The Company records revenue when the service is provided and calculates it based on the contractual revenue share arrangement or over the term of the advertisement. Domain parking allows the Company to monetize certain of its premium domain names by loaning them to specialized third parties that generate advertising revenue from these parked domains on a pay per click ("PPC") basis. Revenue is recognized when earned and calculated based on the revenue share arrangement with the third party. Revenue from the sale of premium domains is recognized when persuasive evidence of an arrangement to sell such domains exists and delivery of an authorization key to access the domain name has occurred. Premium domain names are paid for in advance prior to the delivery of the domain name. For most of the Company’s performance obligations, the customer simultaneously receives and consumes the service over a period of time as the Company performs the service, resulting in the recognition of revenue over the subscription period. This method provides an appropriate depiction of the timing of the transfer of services to the customer. In limited instances, the customer obtains control of the promised service at a point in time, with no future obligations on the part of the Company. In these instances, the Company recognizes revenue at the poi |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company accounts for the acquisitions of businesses using the purchase method of accounting. The Company allocates the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair values. Purchased identifiable intangible assets typically include subscriber relationships, trade names, domain names held for sale, developed technology and IPR&D. The methodologies used to determine the fair value assigned to subscriber relationships and domain names held for sale are typically based on the excess earnings method that considers the return received from the intangible asset and includes certain expenses and also considers an attrition rate based on the Company’s internal subscriber analysis and an estimate of the average life of the subscribers. The fair value assigned to trade names is typically based on the income approach using a relief from royalty methodology that assumes that the fair value of a trade name can be measured by estimating the cost of licensing and paying a royalty fee for the trade name that the owner of the trade name avoids. The fair value assigned to developed technology typically uses the relief from royalty method. The fair value assigned to IPR&D is based on the relief from royalty method. If applicable, the Company estimates the fair value of contingent consideration payments in determining the purchase price. The contingent consideration is then adjusted to fair value in subsequent periods as an increase or decrease in current earnings in general and administrative expense in the consolidated statements of operations and comprehensive income (loss). Acquisitions—2016 WZ (UK) Ltd. In August 2014, the Company made an aggregate investment of $3.9 million for a joint venture with a 49% ownership interest in WZ (UK) Ltd. ("WZ UK"), which is a provider of technology and sales and marketing services associated with web builder solutions. The Company and the other shareholders of WZ UK entered into a put and call option for the Company to acquire additional equity interests of WZ UK. On January 6, 2016, the Company increased its stake in WZ UK from 49% to 57.5% . Upon the exercise of the option, the Company estimated the fair value of the assets and liabilities in accordance with the guidance for business combinations and estimated that the value of the noncontrolling interest (“NCI”) on January 6, 2016 was $10.8 million . The estimated aggregate purchase price was $22.2 million , which was allocated to goodwill of $21.6 million , intangible assets consisting of subscriber relationships of $4.9 million , and property, plant and equipment of $0.3 million , offset by deferred revenue of $3.3 million and negative working capital of $1.3 million . Goodwill related to the WZ UK acquisition, which is part of the Company’s web presence reporting segment, is not deductible for tax purposes. Goodwill reflected primarily marketing know-how of the acquired company. Additionally, the Company recorded an $11.4 million gain on this transaction based on the implied value of the 49.0% interest held prior to acquiring the controlling interest. The difference between the initial fair value of the NCI of $10.8 million and the estimated fair value of $30.0 million was being accreted over the option period. Adjustments to the carrying amount of the redeemable non-controlling interest were charged to additional paid-in capital. Throughout the balance of fiscal year 2016, the Company acquired additional equity interests in WZ UK for an aggregate price of $33.4 million , which increased the Company's ownership from 57.5% to 86.4% . As part of the agreement to acquire these additional interests, the Company agreed to acquire the remaining 13.6% of WZ UK for $25.0 million , under certain circumstances. The additional 13.6% was acquired on July 7, 2017. Refer to Note 14: Redeemable Non-Controlling Interest, for further details. Constant Contact, Inc. On October 30, 2015, the Company entered into a definitive agreement pursuant to which it agreed to acquire all of the outstanding shares of common stock of Constant Contact for $32.00 per share in cash, for a total purchase price of approximately $1.1 billion . The acquisition closed on February 9, 2016. The aggregate purchase price of $1.1 billion , which was paid in cash at the closing, is being allocated to intangible assets consisting of subscriber relationships, developed technology and trade names of $263.0 million , $83.0 million and $52.0 million , respectively, goodwill of $604.3 million , property and equipment of $39.6 million , and working capital of $184.2 million , offset by a net deferred tax liability of $125.1 million and deferred revenue of $25.2 million . The goodwill reflects the value of expected synergies. Goodwill related to the acquisition, which is included in the Company’s email marketing reporting unit, is not deductible for tax purposes. AppMachine In December 2014, the Company made an aggregate investment of $15.2 million to acquire a 40.0% ownership interest in AppMachine, a developer of software that allows users to build mobile applications for smart devices such as phones and tablets. Under the terms of the investment agreement for AppMachine, the Company was obligated to purchase the remaining 60.0% of AppMachine in three tranches of 20.0% within specified periods if AppMachine achieved a specified minimum revenue threshold within a designated timeframe. The consideration for each of those three tranches was to be calculated as the product of AppMachine’s revenue, as defined in that investment agreement, for the trailing twelve-month period prior to the applicable determination date times a specified multiple based upon year over year revenue growth multiplied by 20.0% . On July 27, 2016, the Company acquired the remaining 60% equity interest in AppMachine, increasing the Company’s stake to 100% . In connection with the acquisition, the parties terminated the prior investment agreement pursuant to which the Company was obligated to purchase the remaining shares in AppMachine in three tranches. The total consideration based on the new agreement was $22.5 million , of which $5.5 million was paid upon closing, and the remaining $17.0 million (which includes $4.0 million of post-acquisition compensation expense) is payable in annual installments over a period of four years , commencing with June 21, 2017. The net present value of the additional consideration is $11.5 million , which was included in the aggregate purchase price and recorded as deferred consideration in the Company’s consolidated balance sheet as of December 31, 2017. The remaining $1.5 million is being accreted as interest expense. The $4.0 million relating to retention bonuses is being accrued over the employment term associated with these employees. On the date of acquisition, the Company recognized a loss of $4.9 million that was calculated based on the implied fair value of the investment, which was recorded in other income (expense) in the Company’s consolidated statements of operations and comprehensive income (loss). The purchase price of $25.7 million , which consists of the purchase consideration of $13.0 million (at a present value of $11.5 million ) and the carrying value of the existing investment of $13.6 million , partially offset by the loss of $4.9 million , is being allocated on a preliminary basis to intangible assets consisting of the following: subscriber relationships of $0.1 million ; developed technology of $1.7 million ; technology in the process of development of $1.7 million ; goodwill of $21.5 million , property and equipment of $0.6 million ; and working capital of approximately $0.4 million , offset by deferred revenue of $0.2 million and other long term liabilities of $0.1 million . Goodwill related to the acquisition, which is included in the Company’s web presence reporting unit, is not deductible for tax purposes. The goodwill reflects the value of expected synergies and technology know-how. Summary of Deferred Consideration Related to Acquisitions Components of deferred consideration short-term and long-term as of December 31, 2017 , consisted of the following: Short- term Long- term (in thousands) AppMachine (Acquired in 2016) $ 4,365 $ 3,551 Total $ 4,365 $ 3,551 Components of deferred consideration short-term and long-term as of December 31, 2018 , consisted of the following: Short- term Long- term (in thousands) AppMachine (Acquired in 2016) $ 2,425 $ 1,364 Total $ 2,425 $ 1,364 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following valuation hierarchy is used for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. • Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. As of December 31, 2017 and 2018 , the Company’s financial assets required to be measured on a recurring basis consist of the 2015 interest rate cap, the 2018 interest rate cap and certain cash equivalents, which include money market instruments and bank time deposits. The Company has classified these interest rate caps, which are discussed in Note 5. Derivatives and Hedging Activities below, within Level 2 of the fair value hierarchy. The Company has also classified these cash equivalents within Level 2 of the fair value hierarchy. Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Balance at December 31, 2017 Financial assets: Cash equivalents (included in cash and cash equivalents) $ 5,853 — $ 5,853 $ — Interest rate cap (included in other assets) 452 — 452 $ — Total financial assets $ 6,305 $ — $ 6,305 $ — Balance at December 31, 2018 Financial assets: Cash equivalents (included in cash and cash equivalents) $ 7,874 — $ 7,874 $ — Interest rate cap (included in other assets) 2,583 — 2,583 $ — Total financial assets $ 10,457 $ — $ 10,457 $ — The Company has classified its liabilities for contingent earn-out consideration related to the Mojo acquisition within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included probability weighted cash flows. During the year ended December 31, 2017, the Company paid $0.8 million related to the earn-out provisions for the Mojo acquisition, which constituted the final payment for this acquisition. The following table summarizes the changes in the financial liabilities measured on a recurring basis using Level 3 inputs as of December 31, 2017 and 2018 : Amount (in thousands) Financial liabilities measured using Level 3 inputs at December 31, 2016 $ 818 Payment of contingent earn-outs related to 2012 acquisitions (818 ) Financial liabilities measured using Level 3 inputs at December 31, 2017 — Payment of contingent earn-outs related to 2012 acquisitions — Financial liabilities measured using Level 3 inputs at December 31, 2018 $ — |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 5. Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Cash Flow Hedges of Interest Rate Risk The Company has entered into two three -year interest rate caps as part of its risk management strategy. The interest rate caps, designated as cash flow hedges of interest rate risk, provide for the payment to the Company of variable amounts if interest rates rise above the strike rate on the contract in exchange for an upfront premium. Therefore, these derivatives limit the Company’s exposure if the interest rate rises, but also allow the Company to benefit when the interest rate falls. In December 2015, the Company entered into a three -year interest rate cap with a $500.0 million notional value outstanding. This interest rate cap was effective beginning on February 29, 2016. The fair value of this interest rate contract included in other assets on the consolidated balance sheet as of December 31, 2017 and 2018 was $0.5 million and $0.5 million , respectively. The Company recognized interest expense of $0.6 million and $1.9 million , respectively, in the Company’s consolidated statement of operations for the years ended December 31, 2017 and 2018 , respectively. The Company recognized a $2.1 million gain, net of a tax expense of $0.5 million , in Accumulated Other Comprehensive Income ("AOCI") for the year ended December 31, 2018 . The Company estimates that a cumulative amount of $0.1 million will be reclassified from AOCI to interest expense (as a decrease to interest expense) in the next twelve months. For the year ended December 31, 2017 , the Company recognized a $0.0 million loss in AOCI, net of a tax benefit of $0.0 million . In June 2018, the Company entered into a three -year interest rate cap with an $800.0 million notional value outstanding. This interest rate cap was effective beginning on August 28, 2018. The fair value of this interest rate contract included in other assets on the consolidated balance sheet as of December 31, 2018 was $2.0 million , and the Company recognized $0.9 million of interest expense in the Company’s consolidated statement of operations for the year ended December 31, 2018 . The Company recognized a $2.7 million loss, net of a tax benefit of $0.6 million , in AOCI for the year ended December 31, 2018 . The Company estimates that $1.8 million will be reclassified from AOCI to interest expense (as an increase to interest expense) in the next twelve months. The effective portion of changes in the fair value of derivatives that qualify as cash flow hedges is recorded in AOCI, and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts recorded in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. There was no ineffectiveness recorded in earnings for the year ended December 31, 2018 . |
Property and Equipment and Prop
Property and Equipment and Property, Plant and Equipment Financing Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment and Property, Plant and Equipment Financing Obligations | Property and Equipment and Property, Plant and Equipment Financing Obligations Components of property and equipment consisted of the following: December 31, 2017 December 31, 2018 (in thousands) Land $ 790 $ 790 Building 5,037 7,819 Software 82,618 102,259 Computers and office equipment 153,273 157,396 Furniture and fixtures 18,825 19,258 Leasehold improvements 22,260 20,215 Construction in process 3,800 12,314 Property and equipment—at cost 286,603 320,051 Less accumulated depreciation (191,151 ) (227,776 ) Property and equipment—net $ 95,452 $ 92,275 Depreciation expense related to property and equipment for the years ended December 31, 2016 , 2017 and 2018 was $60.4 million , $55.2 million , and $48.2 million , respectively. The Company evaluates long-lived assets such as property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present and undiscounted future cash flows are less than the carrying amount, the fair value of the assets is determined and compared to the carrying value. If the fair value is less than the carrying value, then the carrying value of the asset is reduced to the estimated fair value and an impairment loss is charged to expense in the period the impairment is identified. During the years ended December 31, 2017 and 2018 , the Company did not recognize any impairments with respect to its property, plant and equipment. During the years ended December 31, 2017 and 2018 , the Company entered into agreements to finance software licenses for use on certain data center server equipment for terms ranging from twenty-four months to thirty-nine months . As of December 31, 2017 and 2018 , the Company’s software shown in the above table included the software assets under financed equipment was as follows: December 31, 2017 December 31, 2018 (in thousands) Software $ 17,256 $ 16,715 Less accumulated depreciation (2,265 ) (6,221 ) Financed equipment—net $ 14,991 $ 10,494 At December 31, 2018 , the expected future minimum lease payments under financed equipment discussed above were approximately as follows: Amount (in thousands) 2019 $ 8,676 2020 — Total minimum lease payments $ 8,676 Less amount representing interest (297 ) Present value of minimum lease payments (financed equipment) $ 8,379 Current portion $ 8,379 Long-term portion $ — |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table summarizes the changes in the Company’s goodwill balances as of December 31, 2017 and 2018 : Web presence Email marketing Domain Total Amount (in thousands) Goodwill balance at December 31, 2016 $ 1,255,604 $ 604,305 $ — $ 1,859,909 Reallocation of goodwill (41,987 ) — 41,987 — Foreign translation impact 2,802 — — 2,802 Impairment — — (12,129 ) (12,129 ) Goodwill balance at December 31, 2017 1,216,419 604,305 29,858 1,850,582 Foreign translation impact (1,517 ) — (1,517 ) Goodwill balance at December 31, 2018 $ 1,214,902 $ 604,305 $ 29,858 $ 1,849,065 In accordance with ASC 350, the Company reviews goodwill and other indefinite-lived intangible assets for indicators of impairment on an annual basis, in addition to ad hoc reviews of goodwill if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. During the year ended December 31, 2017 , an impairment charge of $12.1 million was recorded in the consolidated statement of operations and comprehensive income (loss) relating to the Company's domain segment. As of December 31, 2018 , the fair value of each of the Company’s reporting units exceeded the carrying value of the reporting unit’s net assets and, therefore, no impairment existed as of that date. Refer to Note 2: Summary of Significant Accounting Policies above for further details. At December 31, 2017 , other intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (dollars in thousands) Developed technology $ 285,911 $ 149,514 $ 136,397 7 years Subscriber relationships 659,732 431,938 227,794 7 years Trade-names 134,054 73,019 61,035 8 years Intellectual property 34,313 27,336 6,977 5 years Domain names available for sale 30,458 7,221 23,237 Indefinite Total December 31, 2017 $ 1,144,468 $ 689,028 $ 455,440 During the year ended December 31, 2017 , the Company wrote down intellectual property, specifically, certain domain names that generated domain monetization revenue, to fair value and recorded a charge of $18.7 million , which is included in cost of revenue in the consolidated statement of operations and comprehensive income (loss). The impairment resulted from diminishing cash flows associated with these assets. This impairment charge was recognized in the Company's domain segment. At December 31, 2018 , other intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (dollars in thousands) Developed technology $ 284,266 $ 180,914 $ 103,352 7 years Subscriber relationships 659,515 486,518 172,997 7 years Trade-names 134,048 84,617 49,431 8 years Intellectual property 34,263 28,954 5,309 5 years Domain names available for sale 30,981 9,554 21,427 Indefinite Total December 31, 2018 $ 1,143,073 $ 790,557 $ 352,516 During the year ended December 31, 2018 , there were no impairment charges of intangible assets. The estimated useful lives of the individual categories of other intangible assets are based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the period of time the assets are expected to contribute to future cash flows. The Company amortizes finite-lived intangible assets over the period in which the economic benefits are expected to be realized based upon their estimated projected cash flows. The Company’s amortization expense is included in cost of revenue in the aggregate amounts of $143.6 million , $140.4 million , and $103.1 million for the years ended December 31, 2016 , 2017 and 2018 , respectively. At December 31, 2018 , the expected future amortization of the other intangible assets, excluding indefinite life and in-process research and development intangibles, was approximately as follows: Year Ending December 31, Amount (in thousands) 2019 $ 83,646 2020 70,486 2021 61,490 2022 37,514 2023 18,679 Thereafter 59,274 Total $ 331,089 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments As of December 31, 2017 and 2018 , the Company’s carrying value of investments in privately-held companies was $15.3 million and $15.0 million , respectively. In January 2012, the Company made an initial investment of $0.3 million to acquire a 25% interest in BlueZone Labs, LLC (“BlueZone”), a provider of “do-it-yourself” tools and managed search engine optimization services. The Company had an agreement with BlueZone to purchase products and services. During the years ended December 31, 2017 and 2018 , the Company purchased $1.7 million and $1.0 million , respectively, of products and services from BlueZone, which is included in the Company’s consolidated statements of operations and comprehensive income (loss). As of December 31, 2017 and 2018 , $0.1 million and $0.0 million , respectively, relating to the investment in BlueZone was included in accounts payable and accrued expense in the Company’s consolidated balance sheet. As of December 31, 2017 and 2018 , $0.7 million and $0.0 million , respectively, relating to the investment in BlueZone was included in prepaid expenses in the Company's consolidated balance sheet. The Company ceased doing business with this investee during fiscal year 2018, and fully impaired the $0.3 million remaining carrying value of this investment during the fourth quarter of fiscal year 2018. This impairment was recognized in the Company's web presence segment. In May 2014, the Company made a strategic investment of $15.0 million in Automattic, Inc. (“Automattic”), which provides content management systems associated with WordPress. The investment represents less than 5.0% of the outstanding shares of Automattic and better aligns the Company with an important partner. The investment is accounted for using the measurement alternative under ASU 2016-01 as fair value is not readily available. On March 3, 2016, the Company purchased a $0.6 million convertible promissory note from a business that provides web and mobile money management solutions, with the potential for subsequent purchases of additional convertible notes. During the year ended December 31, 2017, the Company recognized an impairment expense of $0.6 million in other expense in the consolidated statement of operations and comprehensive income (loss), as the carrying amount of the investment was deemed unrecoverable. This impairment was recognized in the Company's web presence segment. On April 8, 2016, the Company made an investment of $5.0 million for a 33.0% equity interest in Fortifico Limited, a company providing a billing, CRM, and affiliate management solution to small and mid-sized businesses. During the year ended December 31, 2016, the Company incurred a charge of $4.7 million to impair the Company's 33% equity interest in Fortifico Limited, after determining that there were diminishing projected future cash flows on this investment. Investments in which the Company’s interest is less than 20.0% and which are not classified as available-for-sale securities are carried at the lower of cost or net realizable value unless it is determined that the Company exercises significant influence over the investee company, in which case the equity method of accounting is used. For those investments in which the Company’s voting interest is between 20.0% and 50.0% , the equity method of accounting is used. Under this method, the investment balance, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee company, as they occur, limited to the extent of the Company’s investment in, advances to and commitments for the investee. These adjustments are reflected in equity (income) loss of unconsolidated entities, net of tax in the Company’s consolidated statements of operations and comprehensive income (loss). The Company recognized net loss of $1.3 million , net profit of $0.1 million , and net loss of $0.3 million for the years ended December 31, 2016 , 2017 and 2018 , respectively, related to its investments. From time to time, the Company may make new and follow-on investments and may receive distributions from investee companies. As of December 31, 2018 , the Company was not obligated to fund any follow-on investments in these investee companies. As of December 31, 2018 , the Company did not have an equity method investment in which the Company’s proportionate share exceeded 10% of the Company’s consolidated assets or income from continuing operations. As of December 31, 2018 , the Company did not have an equity method investment in which the Company’s proportionate share of net losses exceeded 20% of net loss of the Company’s consolidated statement of operations and comprehensive income (loss). |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable At December 31, 2017 and 2018 , notes payable, net of original issuance discounts (sometimes referred to as "OID") and deferred financing costs, consisted of the following: At December 31, 2017 2018 (in thousands) 2018 First Lien Term Loan $ — $ 1,470,085 2017 First Lien Term Loan 1,563,197 — Senior Notes 329,048 331,576 Revolving Credit Facilities — — Total Notes Payable 1,892,245 1,801,661 Current portion of Notes Payable 33,945 31,606 Notes Payable - long-term $ 1,858,300 $ 1,770,055 2018 First Lien Term Loan Facility In connection with the Company's June 20, 2018 refinancing of its then-outstanding term loans (the "2018 Refinancing"), the Company entered into its current first lien term loan facility (the "2018 Term Loan") with an original balance of $1,580.3 million and a maturity date of February 9, 2023. As of December 31, 2018 , the 2018 Term Loan had an outstanding balance of: At December 31, 2018 (in thousands) 2018 First Lien Term Loan $ 1,505,002 Unamortized deferred financing costs (18,556 ) Unamortized original issue discount (16,361 ) Net 2018 First Lien Term Loan 1,470,085 Current portion of 2018 First Lien Term Loan 31,606 2018 First Lien Term Loan - long term $ 1,438,479 The 2018 Term Loan was issued at par and automatically bears interest at an alternate base rate unless the Company gives notice to opt for the LIBOR-based interest rate. The LIBOR-based interest rate for the 2018 Term Loan is 3.75% per annum plus the greater of an adjusted LIBOR or 1.00% . The alternate base rate for the 2018 Term Loan is 2.75% per annum plus the greatest of the prime rate, the federal funds effective rate plus 0.50% , an adjusted LIBOR for a one-month interest period plus 1.00% and 2.00% . The 2018 Term Loan requires quarterly mandatory repayments of principal. During the year ended December 31, 2018 , following the 2018 Refinancing, the Company made three mandatory repayments of $7.9 million each and three voluntary repayments in the aggregate amount of $51.6 million . Interest is payable on maturity of the elected interest period for a term loan with LIBOR-based interest rate, which interest period can be one, two, three or six months. Interest is payable at the end of each fiscal quarter for a term loan with an alternate base rate. 2017 First Lien Term Loan Facility The Company's prior first lien term loan facility (the "2017 Term Loan") was entered into in connection with the Company's June 14, 2017 refinancing of its then-outstanding term loans (the "2017 Refinancing"). The 2017 Term Loan had an original balance of $1,697.3 million and a maturity date of February 9, 2023. As of December 31, 2017 and 2018 , the 2017 Term Loan had an outstanding balance of: At December 31, 2017 2018 (in thousands) 2017 First Lien Term Loan $ 1,605,792 $ — Unamortized deferred financing costs (22,456 ) — Unamortized original issue discount (20,139 ) — Net 2017 First Lien Term Loan 1,563,197 — Current portion of 2017 First Lien Term Loan 33,945 — 2017 First Lien Term Loan - long term $ 1,529,252 $ — The 2017 Term Loan was issued at a price of 99.75% of par and automatically bore interest at an alternate rate unless the Company gave notice to opt for the LIBOR-based interest rate. The LIBOR-based interest rate was 4.00% per annum plus the greater of an adjusted LIBOR and 1.00% . The alternate base rate for the 2017 Term Loan was 3.00% per annum plus the greatest of the prime rate, the federal funds effective rate plus 0.50% , an adjusted LIBOR for a one-month interest period plus 1.00% , and 2.00% . The 2017 Term Loan required quarterly mandatory repayments of principal. During the year ended December 31, 2018 , prior to the 2018 Refinancing, the Company made one mandatory repayment of $8.5 million and one voluntary prepayment of $17.0 million . Interest was payable on maturity of the elected interest period for a term loan with a LIBOR-based interest rate, which interest period could be one, two, three or six months. Interest was payable at the end of each fiscal quarter for a term loan with an alternate base rate. As part of the 2018 Refinancing, the Company refinanced the then-outstanding 2017 Term Loan balance of $1,580.3 million . Revolving Credit Facility In connection with the Company's February 9, 2016 acquisition of Constant Contact and the related financing of that transaction (the "Constant Contact Financing"), the Company entered into a revolving facility (the “2016 Revolver”), that replaced the Company’s prior revolving credit facility. The 2016 Revolver has an aggregate available amount of $165.0 million . As of December 31, 2017 and 2018 , the Company did not have any balances outstanding under the 2016 Revolver and the full amount of the facility was unused and available. In June 2018, the Company extended the maturity of a portion of the 2016 Revolver. The 2016 Revolver consists of a non-extended tranche of approximately $58.8 million and an extended tranche of approximately $106.2 million . The non-extended tranche has a maturity date of February 9, 2021. The extended tranche has a maturity date of June 20, 2023, with a "springing" maturity date of November 10, 2022 if the 2018 Term Loan has not been repaid in full or otherwise extended to September 19, 2023 or later prior to November 10, 2022. The Company has the ability to draw down against the 2016 Revolver using a LIBOR-based interest rate or an alternate based interest rate. The LIBOR-based interest rate for a non-extended revolving loan is 4.0% per annum (subject to a leverage-based step-down) and for an extended revolving loan is 3.25% per annum (subject to a leverage-based step-down), in each plus an adjusted LIBOR for a selected interest period. The alternate base rate for a non-extended revolving loan is 3.0% per annum (subject to a leverage-based step-down) and for an extended revolving loan is 2.25% per annum (subject to a leverage-based step down), in each case plus the greatest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR or a one-month interest period plus 1.00% . There is also a non-refundable commitment fee, equal to 0.50% per annum (subject to a leverage-based step-down) of the daily unused principal amount of the 2016 Revolver, which is payable in arrears on the last day of each fiscal quarter. Interest is payable on maturity of the elected interest period for a revolver loan with a LIBOR-based interest rate, which interest period can be one, two, three or six months. Interest is payable at the end of each fiscal quarter for a revolver loan with an alternate base rate. Senior Notes In connection with the Constant Contact Financing, EIG Investors issued $350.0 million aggregate principal amount of Senior Notes (the “Senior Notes”) with a maturity date of February 1, 2024. The Senior Notes were issued at a price of 98.065% of par and bear interest at the rate of 10.875% per annum. The Senior Notes have been fully and unconditionally guaranteed, on a senior unsecured basis, by the Company and its subsidiaries that guarantee the 2018 Term Loan and the 2016 Revolver (including Constant Contact and certain of its subsidiaries). The Company has the right to redeem all or part of the Senior Notes at any time for a premium which is based on the applicable redemption date. As of December 31, 2017 and 2018 , the Senior Notes had an outstanding balance of: As of December 31, 2017 2018 (in thousands) Senior Notes $ 350,000 $ 350,000 Unamortized deferred financing costs (15,280 ) (13,436 ) Unamortized original issue discounts (5,672 ) (4,988 ) Net Senior Notes 329,048 331,576 Current portion of Senior Notes — — Senior Notes - long term $ 329,048 $ 331,576 Interest on the Senior Notes is payable twice a year, on August 1 and February 1. On January 30, 2017, the Company completed a registered exchange offer for the Senior Notes, as required under the registration rights agreement it entered into with the initial purchasers of the Senior Notes. All of the $350.0 million aggregate principal amount of the Senior Notes was validly tendered for exchange as part of this exchange offer. Maturity of Notes Payable The maturity of the notes payable at December 31, 2018 is as follows: Amounts Maturity date as of December 31, (in thousands) 2019 $ 31,606 2020 31,606 2021 31,606 2022 31,606 2023 1,378,578 Thereafter 350,000 Total $ 1,855,002 Interest The Company recorded $152.9 million , $157.1 million , and $149.5 million in interest expense for the years ended December 31, 2016 , 2017 and 2018 , respectively. The following table provides a summary of loan interest rates incurred and interest expense for the years ended December 31, 2016 , 2017 and 2018 : For the Year Ended December 31, 2016 2017 2018 (dollars in thousands) Interest rate—LIBOR 4.49%-7.75% 5.14%-6.68% 5.46%-6.44% Interest rate—alternate base 6.75%-8.75% * * Interest rate—Notes 10.875 % 10.875 % 10.875 % Non-refundable fee—unused facility 0.50 % 0.50 % 0.50 % Interest expense and service fees $ 140,470 $ 138,041 $ 136,094 Loss on extinguishment of debt $ — $ 992 $ 331 Deferred financing costs immediately expensed $ — $ 5,487 $ 1,228 Amortization of deferred financing fees $ 6,073 $ 7,316 $ 6,454 Amortization of original issue discounts $ 2,970 $ 3,860 $ 4,305 Amortization of net present value of deferred consideration $ 2,617 $ 632 $ 373 Other interest expense $ 758 $ 814 $ 695 Total interest expense $ 152,888 $ 157,142 $ 149,480 * The Company did not have debt bearing interest based on the alternate base rate for the twelve months ended December 31, 2017 and 2018 . The Company concluded that the 2017 Refinancing was primarily a debt modification of the existing term loans in accordance with ASC 470-50, Debt: Modifications and Extinguishments, with extinguishment relating only to a few existing lenders that did not participate in the 2017 Refinancing. As a result, during the second quarter of 2017, the Company capitalized $4.2 million of additional OID and $0.9 million of deferred financing costs related to new lenders participating in the 2017 Term Loan. These capitalized costs will be amortized over the remaining life of the loan using the effective interest method. Additionally, in the second quarter of 2017, the Company recorded a charge of $1.0 million , included in interest expense, to write off OID and deferred financing costs related to the refinanced debt for lenders not participating in the 2017 Term Loan. Lastly, the Company recorded a charge of $5.5 million during the second quarter of 2017, included in interest expense, for deferred financing costs incurred for the 2017 Term Loan that related to existing lenders that carried over from the refinanced debt. The Company concluded that the 2018 Refinancing was primarily a debt modification of the existing term loan in accordance with ASC 470-50, Debt: Modifications and Extinguishments , with extinguishment relating only to one existing lender that did not participate in the 2018 Refinancing. As a result, during the second quarter of 2018, the Company capitalized $0.4 million of deferred financing costs related to new lenders participating in the 2018 Term Loan. These capitalized costs will be amortized over the remaining life of the loan using the effective interest method. Additionally, in the second quarter of 2018,the Company recorded a charge of $0.3 million , included in interest expense, to write off OID and deferred financing costs related to the refinanced debt for the lender not participating in the 2018 Term Loan. Lastly, the Company recorded a charge of $1.2 million during the second quarter of 2018, included in interest expense, for deferred financing costs incurred for the 2018Term Loan that related to existing lenders that carried over from the refinanced debt. Debt Covenants The 2018 Term Loan and the 2016 Revolver (together, the "Senior Credit Facilities") require that the Company complies with a financial covenant to maintain a maximum ratio of consolidated senior secured net indebtedness to an adjusted consolidated EBITDA measure. The Senior Credit Facilities also contain covenants that limit the Company's ability to, among other things, incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of capital stock; make other restricted payments; make certain investments; sell or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and enter into certain transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. Additionally, the Senior Credit Facilities require the Company to comply with certain negative covenants and specify certain events of default that could result in amounts becoming payable, in whole or in part, prior to their maturity dates. With the exception of certain equity interests and other excluded assets under the terms of the Senior Credit Facilities, substantially all of the Company's assets are pledged as collateral for the obligations under the Senior Credit Facilities. The indenture with respect to the Notes contains covenants that limit the Company's ability to, among other things, incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of capital stock; make other restricted payments; make certain investments; sell or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge sell or otherwise dispose of all or substantially all of its assets; and enter into certain transactions with affiliates. Upon a change of control as defined in the indenture, the Company must offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, up to, but not including, the repurchase date. These covenants are subject to a number of important limitations and exceptions. The indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. The Company was in compliance with all covenants at December 31, 2018 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Voting Rights All holders of common stock are entitled to one vote per share. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, Compensation—Stock Compensation , or ASC 718, which requires employee stock-based payments to be accounted for under the fair value method. Under this method, the Company is required to record compensation cost based on the estimated fair value for stock-based awards granted over the requisite service periods for the individual awards, which generally equals the vesting periods. The Company uses the straight-line amortization method for recognizing stock-based compensation expense. The Company estimates the fair value of employee stock options on the date of grant using the Black-Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. For restricted stock awards and units granted, the Company estimates the fair value of each restricted stock award and unit based on the closing trading price of its common stock on the date of grant. 2013 Stock Incentive Plan The Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) of the Company became effective upon the closing of the Company's IPO. The 2013 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, officers, directors, consultants and advisers of the Company. Under the 2013 Plan, the Company may issue up to 38,000,000 shares of the Company’s common stock. At December 31, 2018 , there were 16,805,174 shares available for grant under the 2013 Plan. 2011 Stock Incentive Plan As of February 9, 2016, the effective date of the acquisition of Constant Contact, the Company assumed and converted certain outstanding equity awards granted by Constant Contact under the Constant Contact 2011 Stock Incentive Plan (the “2011 Plan”) prior to the effective date of the acquisition (the “Assumed Awards”) into corresponding equity awards with respect to shares of the Company’s common stock. In addition, the Company assumed certain shares of Constant Contact common stock, par value $0.01 per share, available for issuance under the 2011 Plan (the “Available Shares”), which are available for future issuance under the 2011 Plan in satisfaction of the vesting, exercise or other settlement of options and other equity awards that may be granted by the Company following the effective date of the acquisition of Constant Contact in reliance on the prior approval of the 2011 Plan by the stockholders of Constant Contact. The Assumed Awards were converted into 2,143,987 stock options and 2,202,846 restricted stock units with respect to the Company’s common stock and the Available Shares were converted into 10,000,000 shares of the Company’s common stock reserved for future awards under the 2011 Plan. At December 31, 2018 , there were 8,458,904 shares available for grant under the 2011 Plan. The Company calculated the fair value of the exchanged awards in accordance with the provisions of ASC 718 as of the acquisition date. The Company allocated the fair value of these awards between the pre-acquisition and post-acquisition stock-based compensation expense. The Company determined that the value of the awards under this plan was $22.3 million , of which $5.4 million was attributed to the pre-acquisition period and recognized as part of the purchase consideration for Constant Contact. The balance of $16.9 million has been attributed to the post-acquisition period, and is being recognized in the Company’s consolidated statements of operations and comprehensive income (loss) over the vesting period of the awards. All Plans The following table presents total stock-based compensation expense recorded in the consolidated statement of operations and comprehensive income (loss) for all awards granted under the Company’s 2013 Plan and the 2011 Plan: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 5,855 $ 6,135 $ 3,823 Sales and marketing 8,702 8,658 5,418 Engineering and development 5,989 6,090 4,495 General and administrative 37,721 39,118 15,328 Total operating expense $ 58,267 $ 60,001 $ 29,064 2013 Stock Incentive Plan For stock options issued under the 2013 Plan, the fair value of each option is estimated on the date of grant, and upon the adoption of ASU 2016-09, the Company accounts for forfeitures as they are incurred. Unless otherwise approved by the Company’s board of directors, stock options typically vest over a three - or four -year period and the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards and determine the related compensation expense. The weighted-average assumptions used to compute stock-based compensation expense for awards granted under the 2013 Stock Incentive Plan during the years ended December 31, 2016 , 2017 and 2018 are as follows: 2016 2017 2018 Risk-free interest rate 1.5 % 2.2 % 2.9 % Expected volatility 53.1 % 50.5 % 47.8 % Expected life (in years) 6.25 6.25 6.00 Expected dividend yield — — — The risk-free interest rate assumption was based on the U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The Company bases its estimate of expected volatility using blended volatility data from the Company's common stock and from comparable public companies in similar industries and markets because there is currently limited public history for the Company’s common stock, and therefore, a lack of market-based company-specific historical and implied volatility information. The weighted-average expected life for employee options reflects the application of the simplified method, which represents the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The simplified method has been used since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to a limited history of stock option grants. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The following table provides a summary of the Company’s stock options as of December 31, 2018 and the stock option activity for all stock options granted under the 2013 Plan during the year ended December 31, 2018 (dollars in thousands except exercise price): Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Aggregate Intrinsic Value(3) Outstanding at December 31, 2017 8,575,150 $ 12.30 Granted 611,010 $ 7.50 Exercised (20,584 ) $ 8.09 Forfeited (314,940 ) $ 12.70 Canceled (1,528,343 ) $ 13.57 Outstanding at December 31, 2018 7,322,293 $ 11.62 4.8 $ — Exercisable as of December 31, 2018 5,681,927 $ 12.34 3.8 $ — Expected to vest after December 31, 2018(1) 1,640,366 $ 9.13 8.3 $ — Exercisable as of December 31, 2018 and expected to vest thereafter(2) 7,322,293 $ 11.62 4.8 $ — (1) This represents the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (2) This represents the number of vested options as of December 31, 2018 plus the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (3) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2018 of $6.65 per share, or the date of exercise, as appropriate, and the exercise price of the underlying options. Restricted stock awards granted under the 2013 Plan generally vest annually over a four -year period, unless otherwise determined by the Company’s board of directors. Performance-based restricted stock awards are earned based on the achievement of performance criteria established by the Company’s compensation committee and board of directors. The following table provides a summary of the Company’s restricted stock award activity for the 2013 Plan during the year ended December 31, 2018 : Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 3,432,946 $ 13.79 Granted — $ — Vested (836,723 ) $ 12.24 Canceled (2,152,976 ) $ 14.82 Non-vested at December 31, 2018 443,247 $ 11.67 Restricted stock units granted under the 2013 Plan generally vest annually over a three -year period, unless otherwise determined by the Company’s board of directors. The following table provides a summary of the Company’s restricted stock unit activity for the 2013 Plan during the year ended December 31, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value December 31, 2017 3,004,137 $ 7.93 Granted 3,983,782 $ 7.58 Vested (1,211,367 ) $ 9.07 Canceled (573,293 ) $ 7.75 December 31, 2018 5,203,259 $ 7.69 2015 Performance Based Award During fiscal year 2015, the Company granted a performance-based restricted stock award to the Company's chief executive officer at that time, Hari Ravichandran, which provided for the opportunity to earn up to 3,693,754 shares of the Company's common stock (the "Award Shares") over a three-year period beginning July 1, 2015 and ending on June 30, 2018 (the "Performance Period"). Award Shares could be earned based on the Company achieving pre-established threshold, target and maximum performance metrics.This performance-based award was evaluated quarterly to determine the probability of its vesting and to determine the amount of stock-based compensation to be recognized. In April 2017, the Company announced that its board of directors and Mr. Ravichandran adopted a transition plan. As a result of this transition, Mr. Ravichandran's employment with the Company ended during the fourth quarter of fiscal year 2017. Upon the end of his employment, in accordance with the terms of the award, Mr. Ravichandran received the Award Shares earned in the quarters completed prior to the separation, plus the number of Award Shares that would have been earned in the quarter in which the separation occurred, which amounted to an aggregate of 1,661,439 shares. The unearned 2,032,315 shares were forfeited. During the years ended December 31, 2015 and December 31, 2016, the Company recorded compensation expense of $5.9 million and $6.8 million , respectively, in connection with this award. The final compensation charges in connection with this award of $12.1 million were recorded during the year ended December 31, 2017. 2016 Performance Based Awards On February 16, 2016, the compensation committee of the board of directors of the Company approved the grant of performance-based restricted stock awards to the Company’s chief financial officer (“CFO”), chief operating officer (“COO”) at that time, and chief administrative officer (“CAO”) at that time. Based on the Company's achievement of Constant Contact revenue, adjusted EBITDA and cash flow metrics, each executive earned the maximum number of shares subject to his or her award. The CFO earned 223,214 shares of the Company’s stock, the COO earned 260,416 shares of the Company’s stock, and the CAO earned 148,810 shares of the Company’s stock. These earned shares vested on March 31, 2017. During the fiscal year ended December 31, 2016, the Company recognized $4.1 million of stock-based compensation expense related to these performance-based awards. During the year ended December 31, 2017, the Company recognized $1.2 million of stock-based compensation expense related to these performance-based awards. New CEO Award On August 11, 2017, the Company and Jeffrey H. Fox entered into an employment agreement (the "Employment Agreement") appointing Mr. Fox as the Company's president and chief executive officer effective upon his employment start date (the "Effective Date") of August 22, 2017. The Employment Agreement provides for Mr. Fox to receive, on the Effective Date, an equity award under the 2013 Plan with a total value of $10,375,000 as of August 11, 2017, split between and award of 1,032,500 restricted stock units (the "RSU Award") and an option to purchase 612,419 shares of the Company's common stock (the "Stock Option Grant"). Two Hundred Eighty-Two Thousand Five Hundred ( 282,500 ) of the restricted stock units subject to the RSU Award vested immediately on the Effective Date, but are subject to a requirement that Mr. Fox hold the shares underlying such restricted stock units until the earlier of the third anniversary of the Effective Date, his death or disability (as defined in the Employment Agreement) or a change in control of the company (as defined in the Employment Agreement). The Company recorded a charge of $2.2 million for these immediately vested shares during the year ended December 31, 2017. The remaining 750,000 restricted stock units subject to the RSU Award will vest over a three -year period, with 250,000 of such restricted stock units vesting annually on the anniversary of the Effective Date. The Stock Option Grant will vest over a three -year period, with one-third of the total number of shares subject to the Stock Option Grant vesting on the first anniversary of the Effective Date and the remainder vesting in equally monthly installments thereafter. 2011 Stock Incentive Plan For stock options issued under the 2011 Plan, the fair value of each option is estimated on the date of grant. Unless otherwise approved by the Company’s board of directors, stock options typically vest over a three - or a four years period and the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. The Company uses the Black-Scholes option simplified pricing model to estimate the fair value of stock option awards and determine the related compensation expense. The weighted-average assumptions used to compute stock-based compensation expense for awards granted under the 2011 Stock Incentive Plan during the years ended December 31, 2017 and 2018 are as follows: 2017 2018 Risk-free interest rate 1.98 % * Expected volatility 49.6 % * Expected life (in years) 4.75 * Expected dividend yield — — * There were no stock options granted under the 2011 plan for the year ended December 31, 2018. The following table provides a summary of the Company’s stock options as of December 31, 2018 and the stock option activity for all stock options granted under the 2011 Plan during the year ended December 31, 2018 : Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Aggregate Intrinsic Value(3) (In thousands) Outstanding at December 31, 2017 888,260 $ 8.75 Granted — $ — Exercised (110,820 ) $ 6.50 Forfeited (19,016 ) $ 10.82 Canceled (43,320 ) $ 9.39 Outstanding at December 31, 2018 715,104 $ 9.00 3.4 $ 134 Exercisable as of December 31, 2018 573,124 $ 8.86 3.2 $ 134 Expected to vest after December 31, 2018(1) 141,980 $ 9.57 4.3 $ — Exercisable as of December 31, 2018 and expected to vest thereafter(2) 715,104 $ 9.00 3.4 $ 134 (1) This represents the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (2) This represents the number of vested options as of December 31, 2018 plus the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (3) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2018 of $6.65 per share, or the date of exercise, as appropriate, and the exercise price of the underlying options. Unless otherwise determined by the Company’s board of directors, restricted stock units granted under the 2011 Plan generally vest annually over a three or four -year period. The following table provides a summary of the Company’s restricted stock unit activity for the 2011 Plan during the year ended December 31, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 1,541,141 $ 8.30 Granted 41,379 $ 7.25 Vested (591,741 ) $ 8.24 Canceled (122,753 ) $ 8.54 Non-vested at December 31, 2018 868,026 $ 8.26 2016 Award Obligations For the year ended December 31, 2016, stock-based compensation expense included $0.7 million of equity award obligations pursuant to which the Company agreed to issue shares of common stock upon the achievement of certain conditions, of which $0.3 million was recorded in sales and marketing expense, $0.1 million was recorded in engineering and development expense, and $0.3 million was recorded in general and administrative expense within the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2016. This amount was included in accrued expenses at December 31, 2017, and would be reclassified against additional paid in capital upon issuance of the shares. During the year ended December 31, 2017, the Company incurred stock-based compensation expense of $1.2 million relating to these 2016 award obligations, all of which was recorded in sales and marketing expense within the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2017. All of the shares issued pursuant to the 2016 equity award obligations were issued during the year ended December 31, 2017 and were reclassified against additional paid in capital at that time. Under both plans combined, as of December 31, 2018 , the Company has approximately $7.3 million of unrecognized stock-based compensation expense related to option awards that will be recognized over 1.4 years and approximately $37.4 million of unrecognized stock-based compensation expense related to restricted stock awards and units that will be recognized over approximately 1.9 years . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive loss, net of tax were as follows: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total (in thousands) Balance at December 31, 2016 $ (2,395 ) $ (1,271 ) $ (3,666 ) Other comprehensive income 3,091 34 3,125 Balance at December 31, 2017 696 (1,237 ) (541 ) Other comprehensive loss (2,233 ) (437 ) (2,670 ) Balance at December 31, 2018 $ (1,537 ) $ (1,674 ) $ (3,211 ) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Adoption of ASC Topic 606, “Revenue from Contracts with Customers” The Company recorded a net increase to opening retained earnings of $59.4 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to customer acquisition costs. The impact to revenue and customer acquisition costs during the year ended December 31, 2018 was a decrease of $0.6 million and $0.6 million , respectively. During the year ended December 31, 2018 , the Company recognized $1,145.3 million of revenue, the majority of which was derived from contracts with customers. During the year ended December 31, 2018 , the Company did not incur any impairment losses on any receivables or contract assets arising from the Company’s contracts with customers. During the year ended December 31, 2018 , the Company did not incur any credit losses on any receivables or contract assets arising from the Company’s contracts with customers. In accordance with ASC 606, the Company disaggregates revenue from contracts with customers based on the timing of revenue recognition. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. As discussed in Note 21 . Segment Information , the Company business consists of the web presence, domain and email marketing segments. The following table presents disaggregated revenues by category for the year ended December 31, 2018 : Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Subscription-based revenue Direct revenue from subscriptions $ 561,583 $ 404,533 $ 52,016 $ 1,018,132 Professional services 13,414 1,373 401 15,188 Reseller revenue 21,587 3,537 51,754 76,878 Total subscription-based revenue $ 596,584 $ 409,443 $ 104,171 $ 1,110,198 Non-subscription-based revenue MDF $ 7,842 $ 609 $ 789 $ 9,240 Premium domains 84 — 20,025 20,109 Domain parking 805 — 4,939 5,744 Total non-subscription-based revenue $ 8,731 $ 609 $ 25,753 $ 35,093 Total revenue: $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 Subscriber revenue is primarily recognized over time, when the services are performed, except for third party products for which the Company acts as an agent. Revenue from third party products for which the Company acts as an agent is recognized at a point in time, when the revenue is earned. Revenue, classified by the major geographic areas in which the Company’s customers are located, was as follows for the year ended December 31, 2018 : Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Domestic $ 405,928 $ 376,974 $ 50,962 $ 833,864 International 199,387 33,078 78,962 311,427 Total $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest As described in Note 3 - Acquisitions , on January 6, 2016, the Company acquired a controlling interest in WZ UK. In connection with this acquisition, the Company recorded redeemable NCI of $10.8 million . In accordance with ASC 480-10-S99, Accounting for Redeemable Equity Securities, the difference between the $10.8 million fair value of the redeemable NCI and the $30 million value that was expected to be paid upon exercise of the put option was being accreted over the option period. Adjustments to the carrying amount of the redeemable non-controlling interest were charged to additional paid-in capital. Throughout the balance of fiscal year 2016, the Company acquired additional equity interests in WZ UK for an aggregate price of $33.4 million , which increased the Company's ownership from 57.5% to 86.4% . As part of the agreement to acquire these additional interests, the Company agreed to acquire the remaining 13.6% of WZ UK for $25.0 million , under certain circumstances. Based on the Company's fair value measurement of the NCI using market multiples and discounted cash flows, the Company determined that the estimated fair value of the non-controlling interest was below the expected redemption amount of $25.0 million , which resulted in $14.2 million of excess accretion that reduced income available to common shareholders for the period starting on the date of the restructuring through the redemption date of July 1, 2017. The Company recognized excess accretion of $6.8 million and $7.2 million during the year ended December 31, 2016 and 2017, respectively, which is reflected in net loss attributable to accretion of non-controlling interest in the Company’s consolidated statements of operations and comprehensive income (loss). On July 7, 2017, the Company redeemed the remaining redeemable non-controlling interest for $25.0 million . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents domestic and foreign components of loss before income taxes for the periods presented: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ (137,197 ) $ (117,715 ) $ (52,029 ) Foreign (52,593 ) 540 50,584 Total income (loss) before income taxes $ (189,790 ) $ (117,175 ) $ (1,445 ) The components of the provision (benefit) for income taxes consisted of the following: Year Ended December 31, 2016 2017 2018 (in thousands) Current: U.S. federal $ 328 $ 319 $ (4,000 ) State 744 2,610 2,772 Foreign 2,312 2,597 5,420 Total current provision 3,384 5,526 4,192 Deferred: U.S. federal (44,447 ) (36,854 ) (4,671 ) State (6,225 ) (3,243 ) 236 Foreign (10,037 ) 9,377 10,435 Change in valuation allowance (52,533 ) 7,913 (16,438 ) Total deferred provision (113,242 ) (22,807 ) (10,438 ) Total benefit $ (109,858 ) $ (17,281 ) $ (6,246 ) The income tax benefit for the year ended December 31, 2018 was primarily attributable to a $9.6 million federal and state deferred tax benefit, a foreign deferred tax benefit of $0.8 million , and a federal and state current income tax benefit of $1.3 million , offset by foreign current tax expense of $5.4 million . This aggregate tax benefit of $10.4 million is inclusive of $2.2 million of reserves provided during the year ended December 31, 2018 for unrecognized tax benefits. The income tax benefit for the year ended December 31, 2017 was primarily attributable to a federal and state deferred tax benefit of $21.8 million (which includes a $16.9 million tax benefit pertaining to the federal tax rate change as a result of the Tax Cut and Jobs Act of 2017 and the identification and recognition of $1.2 million of U.S. federal and state tax credits) and a foreign deferred tax benefit of $1.0 million , offset by a provision for federal and state current income taxes of $2.9 million and foreign current tax expense of $2.6 million . This aggregate tax benefit of $17.3 million is inclusive of $1.8 million of reserves provided during the year ended December 31, 2017 for unrecognized tax benefits. The income tax benefit for the year ended December 31, 2016 was primarily attributable to a $52.5 million change in the valuation allowance, a federal and state deferred tax benefit of $50.7 million (which includes the identification and recognition of $9.2 million of U.S. federal and state tax credits), and a foreign deferred tax benefit of $10.0 million , partially offset by a provision for federal and state current income taxes of $1.1 million and foreign current tax expense of $2.3 million . The deferred tax benefits recorded during the year ended December 31, 2016, including the change in the valuation allowance, were primarily attributable to the acquisition of Constant Contact, which resulted in the recognition of a significant amount of deferred tax liabilities which offset previously recorded deferred tax assets for which a valuation allowance was previously provided. The following table presents a reconciliation of the Company's income tax benefit based on statutory income tax rates and the actual income tax benefit, for the periods presented: Year Ended December 31, 2016 2017 2018 U.S. federal taxes at statutory rate $ (67,103 ) $ (40,973 ) $ (303 ) State income taxes, net of federal benefit (1,781 ) (749 ) 265 Non-deductible stock-based compensation 2,883 9,265 3,906 Non-deductible transaction costs 5,471 — 1,538 Non-taxable loss on redemption of equity interest — — 9,230 Credits (8,847 ) (1,247 ) (5,659 ) Foreign rate differential 8,737 (1,404 ) 369 Change in valuation allowance—U.S. (60,438 ) 18,777 (5,199 ) Change in valuation allowance—foreign 7,905 (10,864 ) (11,239 ) Rate change (768 ) (8,809 ) 694 Foreign attribute - write-off — 9,261 — Permanent differences and other 4,083 9,462 153 Total $ (109,858 ) $ (17,281 ) $ (6,246 ) The benefit for income taxes shown on the consolidated statements of operations differs considerably from amounts that would result from applying the statutory tax rates to income before taxes primarily because of U.S. net operating losses historically incurred, which offset federal income taxes, but do not fully offset state or foreign income taxes. In addition, acquisitions and the recent changes in U.S. tax law that limit the deductibility of interest expenses have impacted the calculation of deferred tax liabilities and created variability in deferred income tax benefit from period to period. Lastly, the Company provides a valuation allowance against most of its deferred tax assets, which prevents recognition of certain deferred tax assets and results in further variability in deferred income tax benefit from period to period. The significant components of the Company’s deferred income tax assets and liabilities are as follows: As of December 31, 2017 2018 Deferred income tax assets: Net operating loss carry forward $ 47,098 $ 39,765 Credit carryforward 27,337 33,526 Interest expense limitation carryforward — 14,711 Deferred compensation 215 179 Deferred revenue 19,729 3,752 Other reserves (72 ) 2,549 Stock-based compensation 14,887 11,673 Other, net (327 ) 977 Total deferred income tax assets 108,867 107,132 Deferred income tax liabilities: Purchased intangible assets (47,580 ) (29,855 ) Goodwill (27,922 ) (35,400 ) Property and equipment (9,024 ) (11,183 ) Total deferred income tax liabilities (84,526 ) (76,438 ) Valuation allowance (44,068 ) (47,151 ) Net deferred income tax liabilities $ (19,727 ) $ (16,457 ) The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. Evidence the Company considered included: • Net Operating Losses ("NOL") incurred from the Company's inception to December 31, 2017; • Expiration of various federal and state tax attributes; • Reversals of existing temporary differences; • Composition and cumulative amounts of existing temporary differences; and • Forecasted profit before tax. The Company assessed its ability to realize its U.S. deferred tax assets as of December 31, 2018 and determined that it was more likely than not that the Company would not realize $43.0 million of net deferred tax assets. The Company assessed its ability to realize its foreign deferred tax assets as of December 31, 2018 and determined that it was more likely than not that the Company would not realize $3.3 million of net deferred tax assets in the Netherlands, $0.4 million of net deferred tax assets in India, $0.2 million in deferred tax assets in Israel and $0.2 million of net deferred tax assets in China. As of December 31, 2018, the Company had NOL carry-forwards available to offset future U.S. federal taxable income of approximately $108.9 million and future state taxable income of approximately $115.5 million . These NOL carry-forwards expire on various dates through 2038. As of December 31, 2018, the Company had NOL carry-forwards in foreign jurisdictions available to offset future foreign taxable income by approximately $13.8 million . The Company has loss carry-forwards that begin to expire in 2021 in China totaling $0.9 million . The Company has loss carry-forwards that begin to expire in 2020 in the Netherlands totaling $12.1 million . The Company has loss carryforwards that begin to expire in 2020 in India totaling $0.6 million . The Company also has loss carry-forwards in Singapore of $0.3 million which has an indefinite carry-forward period. In addition, the Company has $29.2 million of U.S. federal capital loss carry-forwards and $12.9 million in state capital loss-forwards, generally expiring through 2023. As of December 31, 2018, the Company had U.S. tax credit carry-forwards available to offset future U.S. federal and state taxes of approximately $23.7 million and $12.4 million , respectively. These credit carry-forwards expire on various dates through 2038. Due to provisions of the Tax Cuts and Jobs Act of 2017, the Company has a carryforward of disallowed interest expense of $61.2 million , which has an indefinite carryforward period. Utilization of the NOL carry-forwards may be subject to an annual limitation due to the ownership percentage change limitations under Section 382 of the Internal Revenue Code (“Section 382 limitation”). Ownership changes can limit the amount of net operating loss and other tax attributes that a company can use each year to offset future taxable income and taxes payable. In connection with a change in control in 2011, the Company was subject to Section 382 annual limitation of $77.1 million , which was in excess of the actual NOLs available. Therefore, these NOLs were not impacted by this limitation. The Company performed additional Section 382 analysis following its IPO during the year ended December 31, 2013, and after additional offerings of its common stock during the years ended December 31, 2014 and 2015, and determined that no additional Section 382 limitations applied. The acquisition of Constant Contact during the year ended December 31, 2016 was considered a change of control under Section 382 for Constant Contact, however, the amount of the limitation exceeded the amount of NOLs and other tax attributes available at the time of the acquisition, therefore, these NOLs and tax attributes were not adversely impacted by these limitations. As a result, all unused NOL carry-forwards at December 31, 2018 are available for future use to offset taxable income. As of the date of the Company’s acquisition of Constant Contact, Constant Contact had approximately $60.2 million and $32.4 million of federal and state NOLs, respectively, and approximately $10.9 million of U.S. federal research and development credits and $9.2 million of state credits. These losses and credits are not subject to limitation under Internal Revenue Code Sections 382 and 383. The Company recognizes, in its consolidated financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company has unrecognized tax benefits for uncertain tax positions of $1.1 million and $4.4 million at December 31, 2017 and 2018, respectively, that would affect its effective tax rate. The Company records interest related to unrecognized tax benefits in interest expense and penalties in operating expense. The Company recognized immaterial interest and penalties related to unrecognized tax benefits during the years ended December 31, 2016 and 2017, and $0.4 million in the year ended December 31, 2018. The Company does not expect a significant change in the liability for unrecognized tax benefits in the next 12 months. Unrecognized tax benefits at December 31, 2017 $ 1,129 Addition for tax positions of prior years 887 Addition for tax positions of current year 2,365 Unrecognized tax benefits at December 31, 2018 $ 4,381 The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S. federal and state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as Brazil, India, the United Kingdom, the Netherlands and the United States. In the normal course of business, the Company is subject to examination by tax authorities throughout the world. Since the Company is in a loss carry-forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carry-forward is utilized. The Company's Constant Contact subsidiary is currently under an Internal Revenue Service audit in the United States for the periods ended December 31, 2015 and February 9, 2016 (short period), India for fiscal years ended March 31, 2014, 2015 and 2016 and Israel for the fiscal years ended December 31, 2012, 2013, 2014, 2015 and 2016. At this time, the Company does not expect material changes as a result of the audits. The statute of limitations in the Company’s other tax jurisdictions, in the United Kingdom and Brazil, remains open for various periods between 2014 and the present. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in an open period. Tax Cuts and Jobs Act On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a limitation on the deductibility of interest expenses, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we incurred an additional one-time income tax benefit on the re-measurement of certain deferred tax assets and liabilities in the amount of $16.9 million . The legislation also introduced substantial international tax reform that moves the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. The accumulated foreign earnings of U.S. shareholders of certain foreign corporations will be subject to a one-time transition tax. Amounts held in cash or cash equivalents will be subject to a 15.5 percent tax, while amounts held in illiquid assets will be subject to an eight percent tax. Due to an accumulated deficit in the undistributed earnings of its foreign subsidiaries, the one-time transition tax will not apply to the Company. Permanent Reinvestment of Foreign Earnings As of December 31, 2018 , the cumulative amount of undistributed earnings of the Company's foreign subsidiaries amounted to $31.8 million . The Company has not provided U.S. taxes on these undistributed earnings of its foreign subsidiaries that it considers indefinitely reinvested. This indefinite reinvestment determination is based on the future operational and capital requirements of the Company's domestic and foreign operations. The Company expects that the cash held by its foreign subsidiaries of $26.1 million will continue to be used for its foreign operations and therefore does not anticipate repatriating these funds. Included within the Tax Cuts and Jobs Act of 2017 were changes to Subpart F rules and a requirement for taxation of the aggregate net unrepatriated foreign earnings accumulated before January 1, 2018. These changes did not impact the Company in 2017 and the Company does not expect the Subpart F changes to have a material impact in the future. Except for Subpart F income, the Company has not provided taxes for the remaining $31.8 million of undistributed earnings of its profitable foreign subsidiaries because the Company plans to keep these amounts permanently reinvested overseas except for instances where it can remit such earnings to the U.S. without an associated net tax cost. If the Company decides to repatriate the foreign earnings, it would need to adjust its income tax provision in the period it determines that the earnings will no longer be indefinitely invested outside the United States. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. Adoption of ASU 2016-09 In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , or ASU 2016-09. ASU 2016-09 intends to simplify various aspects of how share-based payments are accounted for and presented in the financial statements. The main provisions include: all tax effects related to stock awards will now be recorded through the income statement instead of through equity, all tax-related cash flows resulting from stock awards will be reported as operating activities on the cash flow statement, and entities can make an accounting policy election to either estimate forfeitures or account for forfeitures as they occur. The amendments in ASU 2016-09, required to be updated for all annual periods and interim reporting periods beginning after December 15, 2016, were adopted early by the Company in the fourth quarter of 2016 and were applied to its related consolidated financial statements on a prospective basis. The adoption of these amendments had an impact of $0.9 million on the consolidated statement of operations and comprehensive income (loss) through December 31, 2016 due to the reclassification of shortfalls from additional paid in capital. The Company also elected to account for forfeitures as they occur with no adjustment for estimated forfeitures, which had an impact of $0.9 million to the Company’s consolidated statement of operations and comprehensive income (loss). As previously mentioned, as a result of prior guidance that required excess tax benefits reduce taxes payable prior to recognition as an increase in paid in capital, the Company had not recognized certain deferred tax assets (loss carry-forwards) that could be attributed to tax deductions related to equity compensation in excess of compensation recognized for financial reporting. As of January 1, 2016, the Company had generated U.S. federal and state net operating loss carry-forwards due to excess tax benefits of $1.5 million and $0.7 million , respectively. |
Severance and Other Exit Costs
Severance and Other Exit Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Severance and Other Exit Costs | Severance and Other Exit Costs The Company evaluates its data center, sales and marketing, support and engineering operations and the general and administrative function on an ongoing basis in an effort to optimize its cost structure. As a result, the Company may incur charges for employee severance, exiting facilities and restructuring data center commitments and other related costs. 2018 Restructuring Plan In January 2018, the Company announced plans to eliminate approximately 71 positions, later increased to approximately 95 positions, primarily in the Asia Pacific region and to a lesser extent in the U.S., in order to streamline operations and create operational efficiencies (the "2018 Restructuring Plan"). During the year ended December 31, 2018 , the Company incurred severance costs of $3.0 million and paid $2.8 million and had a remaining accrued severance liability of $0.2 million at December 31, 2018 in connection with the 2018 Restructuring Plan. The Company completed severance charges related to the 2018 Restructuring Plan during the year ended December 31, 2018 . In connection with the 2018 Restructuring Plan, the Company closed offices in Ohio. During the year ended December 31, 2018 , the Company recorded facility charges of $0.5 million . The Company made payments of $0.1 million during the year ended December 31, 2018 , and had a remaining accrued facility liability of $0.4 million as of December 31, 2018 . 2017 Restructuring Plan In January 2017, the Company announced plans to close certain offices as part of a plan to consolidate certain web presence customer support operations, resulting in severance costs. These severance charges were associated with the elimination of approximately 660 positions, primarily in customer support. Additionally, the Company implemented additional restructuring plans to create operational efficiencies and synergies related to the Constant Contact acquisition, which resulted in additional severance charges for the elimination of approximately 50 positions. For the year ended December 31, 2018 , in connection with these plans (together, the “2017 Restructuring Plan”), the Company incurred no additional severance costs and paid $3.5 million . The Company had a remaining accrued severance liability of $0.2 million as of December 31, 2018 . In connection with the 2017 Restructuring Plan, the Company closed offices in Orem, Utah and relocated certain employees to its Tempe, Arizona office. During the year ended December 31, 2018 , the Company recorded a reduction to facility charges of $0.2 million . The Company made payments of $0.1 million during the year ended December 31, 2018 , and had a remaining accrued facility liability of $0.0 million as of December 31, 2018 . 2016 Restructuring Plan In connection with the Company’s acquisition of Constant Contact on February 9, 2016, the Company implemented a plan to create operational efficiencies and synergies resulting in severance costs and facility exit costs (the “2016 Restructuring Plan”). The severance charges were associated with eliminating approximately 265 positions across the business. The Company incurred all employee-related charges associated with the 2016 Restructuring Plan during the year ended December 31, 2016 and all severance payments were complete at December 31, 2017. There is no severance accrual remaining as of December 31, 2018 . The 2016 Restructuring Plan included a plan to close offices in San Francisco, California, Delray Beach, Florida, New York, New York, United Kingdom, Porto Alegre, Brazil and Miami, Florida, and a plan to relocate certain employees to its Austin Office. The Company also closed a portion of the Constant Contact offices in Waltham, Massachusetts. During the year ended December 31, 2018 , the Company incurred facility charges of $0.1 million . The Company paid $2.4 million of facility costs related to the 2016 Restructuring Plan during the year ended December 31, 2018 and had a remaining accrued facility liability of $3.7 million as of December 31, 2018 . The Company expects to complete facility exit cost payments related to the 2016 Restructuring Plan during the year ended December 31, 2022. The following table provides a summary of the aggregate activity for the year ended December 31, 2018 related to the Company’s combined severance accrual for the 2018, 2017 and 2016 Restructuring Plans (together, the "Restructuring Plans"): Employee Severance (in thousands) Balance at December 31, 2017 $ 3,668 Severance charges 2,978 Cash paid (6,238 ) Balance at December 31, 2018 $ 408 The following table provides a summary of the aggregate activity for the year ended December 31, 2018 related to the Company’s combined Restructuring Plans facilities exit accrual: Facilities (in thousands) Balance at December 31, 2017 $ 6,005 Facility charges 390 Sublease income 321 Cash paid (2,616 ) Balance at December 31, 2018 $ 4,100 The following table presents restructuring charges recorded in the consolidated statement of operations and comprehensive income (loss) for the periods presented: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 8,986 $ 4,100 $ 1,385 Sales and marketing 6,550 3,586 110 Engineering and development 4,288 1,469 348 General and administrative 4,400 6,655 1,525 Total restructuring charges $ 24,224 $ 15,810 $ 3,368 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company has operating lease commitments for certain facilities and equipment that expire on various dates through 2026 . The following table outlines future minimum annual rental payments under these leases at December 31, 2018 : Year Ending December 31, Amount (in thousands) 2019 $ 20,770 2020 20,629 2021 17,577 2022 14,959 2023 14,606 Thereafter 25,600 Total minimum lease payments $ 114,141 Total net rent expense incurred under non-cancellable operating leases for the years ended December 31, 2016 , 2017 and 2018 , were $20.0 million , $22.1 million and $20.8 million , respectively. Total sublease income for the years ended December 31, 2016, 2017 and 2018 was $0.4 million , $0.5 million and $1.0 million , respectively. Contingencies From time to time, the Company is involved in legal proceedings or subject to claims arising in the ordinary course of its business. The Company is not presently involved in any such legal proceeding or subject to any such claim that, in the opinion of its management, would have a material adverse effect on its business, operating results or financial condition. However, the results of such legal proceedings or claims cannot be predicted with certainty, and regardless of the outcome, can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Neither the ultimate outcome of the Machado and McGee shareholder litigation matters listed below nor an estimate of any probable losses or any reasonably possible losses (other than the reserves specifically discussed below) can be assessed at this time. Endurance The Company received a subpoena dated December 10, 2015 from the Boston Regional Office of the SEC, requiring the production of certain documents, including, among other things, documents related to its financial reporting, including operating and non-GAAP metrics, refund, sales and marketing practices and transactions with related parties. On June 5, 2018, the Company announced that it had resolved both this investigation and the Constant Contact investigation discussed below by consenting to the SEC's entry of a cease and desist order (the "Order"), without admitting or denying the SEC's findings set forth in the Order, and by paying a civil monetary penalty. The Company accrued the penalty in the fiscal quarter ended September 30, 2017 and paid the penalty in the fiscal quarter ended June 30, 2018. On May 4, 2015, Christopher Machado, a purported holder of the Company’s common stock, filed a civil action in the United States District Court for the District of Massachusetts against the Company and its former chief executive officer and former chief financial officer, captioned Machado v. Endurance International Group Holdings, Inc., et al., Civil Action No. 1:15-cv-11775-GAO. The plaintiff filed an amended complaint on December 8, 2015, a second amended complaint on March 18, 2016, and a third amended complaint on June 30, 2017. In the third amended complaint, plaintiffs Christopher Machado and Michael Rubin allege claims for violations of Section 10(b) and 20(a) of the Exchange Act, and Sections 11, 12(a)(2), and 15 of the Securities Act, on behalf of a purported class of purchasers of the Company’s securities between October 25, 2013 and December 16, 2015, including persons or entities who purchased or acquired the Company's shares pursuant or traceable to the registration statement and prospectus issued in connection with the Company's October 25, 2013 initial public offering. The plaintiffs challenge as false or misleading certain of the Company’s disclosures about the total number of subscribers, average revenue per subscriber, the number of customers paying over $500 per year for the Company’s products and services, and the average number of products sold per subscriber. The plaintiffs seek, on behalf of themselves and the purported class, compensatory damages, rescissory damages as to class members who purchased shares pursuant to the offering and the plaintiffs' costs and expenses of litigation. On January 12, 2018, the parties filed a joint motion to stay all proceedings pending the outcome of a mediation between the parties. The court granted the stay on February 21, 2018 and later extended the stay to allow the parties to discuss a potential resolution of this matter. The parties then negotiated the terms and conditions of a stipulation and agreement of settlement and related papers, which, among other things, provide for the release of all claims asserted against the Company and its former chief executive officer and former chief financial officer. On July 6, 2018, the plaintiffs filed an unopposed motion seeking preliminary approval of the proposed settlement, certification of a proposed settlement class, and approval of notice to the settlement class. On January 2, 2019, the court entered an order preliminarily approving the settlement and scheduling a hearing for September 13, 2019 to determine whether the proposed settlement is fair, reasonable and adequate and whether the case should therefore be dismissed with prejudice. The Company's contribution to the settlement pool under the proposed settlement would be approximately equal to the $7.3 million it reserved during the year ended December 31, 2018 in connection with a possible settlement of both this action and the McGee litigation discussed below. The Company cannot make any assurances as to whether or when the settlement will be approved by the court. Constant Contact On February 9, 2016, the Company acquired all of the outstanding shares of common stock of Constant Contact. On December 10, 2015, Constant Contact received a subpoena from the Boston Regional Office of the SEC, requiring the production of documents pertaining to Constant Contact’s sales, marketing, and customer retention practices, as well as periodic public disclosure of financial and operating metrics. As discussed above, on June 5, 2018, the Company announced that it had settled both this investigation and the Endurance investigation discussed above by consenting to the SEC's entry of the Order, without admitting or denying the SEC's findings set forth in the Order, and by paying a civil monetary penalty. The Company accrued the penalty in its fiscal quarter ended September 30, 2017 and paid the penalty in the fiscal quarter ended June 30, 2018. On August 7, 2015, a purported class action lawsuit, William McGee v. Constant Contact, Inc., et al, was filed in the United States District Court for the District of Massachusetts against Constant Contact and two of its former officers. An amended complaint, which named an additional former officer as a defendant, was filed December 19, 2016. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and is premised on allegedly false and/or misleading statements, and non-disclosure of material facts, regarding Constant Contact’s business, operations, prospects and performance during the proposed class period of October 23, 2014 to July 23, 2015. The parties mediated the claims on March 27, 2018, and as a result of that mediation reached an agreement in principle with the lead plaintiff to settle the action. The parties then negotiated the terms and conditions of a stipulation and agreement of settlement and related papers, which, among other things, provide for the release of all claims asserted against Constant Contact and its former officers. On May 18, 2018, the plaintiffs filed an unopposed motion seeking preliminary approval of the proposed settlement, certification of the proposed settlement class for settlement purposes only, and approval of notice to the settlement class. The court has not yet ruled on this motion. The Company's contribution to the settlement pool under the proposed settlement would be approximately equal to the $7.3 million it reserved during the year ended December 31, 2018 in connection with a possible settlement of both this action and the Endurance Machado litigation discussed above. The Company cannot make any assurances as to whether or when the settlement will be approved by the court. In August 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited, or collectively, RPost, filed a complaint in the United States District Court for the Eastern District of Texas that named Constant Contact as a defendant in a lawsuit. The complaint alleged that certain elements of Constant Contact’s email marketing technology infringe five patents held by RPost. RPost sought an award for damages in an unspecified amount and injunctive relief. In February 2013, RPost amended its complaint to name five of Constant Contact’s marketing partners as defendants. Under Constant Contact’s contractual agreements with these marketing partners, Constant Contact is obligated to indemnify them for claims related to patent infringement. Constant Contact filed a motion to sever and stay the claims against its partners and multiple motions to dismiss the claims against it. In January 2014, the case was stayed pending the resolution of certain state court and bankruptcy actions involving RPost, to which Constant Contact is not a party. Meanwhile, RPost asserted the same patents it asserted against Constant Contact in litigation against GoDaddy. In June 2016, GoDaddy succeeded in invalidating all of those RPost patents, with Endurance filing an amicus brief in the Federal Circuit in support of GoDaddy’s position in November 2016. RPost’s efforts to appeal, including filing a writ of certiorari with the United States Supreme Court, which was denied on December 11, 2017, were unsuccessful. All claims asserted by RPost against Constant Contact in December 2012 thus remain invalid except for one claim from one patent which RPost did not assert against GoDaddy. Constant Contact has notified RPost that Constant Contact believes the remaining claim is invalid in light of the other litigation that RPost lost. On December 12, 2017, Constant Contact moved to lift the stay in the District Court order to file a Motion for Judgment on the Pleadings invalidating all of the RPost patents-in-suit. While this motion was pending, RPost voluntarily dismissed all of its patent claims against Constant Contact and the defendant marketing partners of Constant Contact on December 29, 2017. On January 19, 2018, the district court entered an order dismissing the lawsuit. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a defined contribution plan established under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”), which covers substantially all employees. Employees are eligible to participate in the 401(k) Plan beginning on the first day of the month following commencement of their employment. The 401(k) Plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $18,500 in 2018 , and have the amount of the reduction contributed to the 401(k) Plan. Beginning January 1, 2013, the Company matched 100% of each participant’s annual contribution to the 401(k) plan up to 3% of the participant’s salary and then 50% of each participant’s contribution up to 2% of each participant’s salary. The match immediately vests 100% . Matching contributions by the Company to the 401(k) Plan related to the 2016 , 2017 , and 2018 plan years were approximately $5.7 million , $6.3 million , and $5.9 million respectively. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity The Company, through a subsidiary formed in China, entered into various agreements with Shanghai Xiao Lan Network Technology Co., Ltd ("Shanghai Xiao") and its shareholders that allowed the Company to effectively control Shanghai Xiao, making it a variable interest entity ("VIE"). Shanghai Xiao has a technology license that allows it to provide local hosting services to customers located in China. During fiscal year 2018, the Company ceased operations of the VIE, and has begun the process to liquidate the entity. From inception of Shanghai Xiao and through December 31, 2018, the financial position and results of operations of Shanghai Xiao are consolidated within, but are not material to, the Company's consolidated financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has various agreements in place with related parties. Below are details of related party transactions that occurred during the years ended December 31, 2016 , 2017 and 2018 . Tregaron: The Company has contracts with Tregaron India Holdings, LLC and its affiliates, including Diya Systems (Mangalore) Private Limited, Glowtouch Technologies Pvt. Ltd. and Touchweb Designs, LLC, (collectively, “Tregaron”), for outsourced services, including email- and chat-based customer and technical support, network monitoring, engineering and development support, web design and web building services, and an office space lease. These entities are owned directly or indirectly by family members of the Company’s former chief executive officer, who is also a holder of more than 5.0% of the Company's capital stock. The following table includes the amounts of related party transactions recorded in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2016 , 2017 and 2018 relating to services provided by Tregaron and its affiliates under these agreements: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 12,200 $ 12,100 $ 14,255 Sales and marketing 500 1,200 755 Engineering and development 1,300 1,300 1,260 General and administrative 300 200 115 Total related party transaction expense $ 14,300 $ 14,800 $ 16,385 As of December 31, 2017 and 2018 , approximately $1.5 million and $2.4 million , respectively, was included in accounts payable and accrued expenses relating to services provided by Tregaron. Innovative Business Services, LLC: The Company also has agreements with Innovative Business Services, LLC (“IBS”), which provides multi-layered third-party security applications that are sold by the Company. During the year ended December 31, 2018, a director of the Company and the Company’s former chief executive officer, who is a holder of more than 5.0% of the Company's capital stock, continued to hold a material financial interest in IBS. During the year ended December 31, 2017, the Company’s principal agreement with this entity was amended to permit the Company to purchase a specific IBS website performance product at no charge, and in exchange, to increase the revenue share to IBS on certain website performance products. The Company records revenue on the sale of IBS products on a net basis, since the Company views IBS as the primary obligor to deliver these services. As a result, the revenue share paid by the Company to IBS is recorded as contra-revenue. Further, IBS pays the Company a fee on sales made by IBS directly to customers of the Company. The Company records these fees as revenue. The following table includes the revised amounts of related party transactions recorded in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2016 , 2017 and 2018 relating to services provided by IBS under these agreements: For the Year Ended December 31, 2016 2017 2018 (in thousands) Revenue $ (3,100 ) $ (4,250 ) $ (5,450 ) Revenue (contra) 7,500 7,850 7,965 Total related party transaction impact to revenue $ 4,400 $ 3,600 $ 2,515 Cost of revenue 700 675 640 Total related party transaction expense, net $ 5,100 $ 4,275 $ 3,155 As of December 31, 2017 and 2018 , approximately $0.2 million and $0.2 million , respectively, was included in prepaid expenses and other current assets relating to the Company’s agreements with IBS. As of December 31, 2017 and 2018 , approximately $1.3 million and $0.6 million , respectively was included in accounts payable and accrued expenses relating to the Company’s agreements with IBS. As of December 31, 2017 and 2018 , approximately $0.7 million and $0.9 million , respectively, was included in accounts receivable relating to the Company’s agreements with IBS. Goldman, Sachs & Co.: The Company entered into a three -year interest rate cap on December 9, 2015 with a subsidiary of Goldman Sachs & Co. ("Goldman Sachs"). The Company paid $3.0 million to the Goldman Sachs subsidiary as a premium for the interest rate cap during the year ended December 31, 2016. No further premiums are payable under this interest rate cap. Goldman Sachs is a significant shareholder of the Company. Refer to Note 4: Fair Value Measurements, for further details. In connection with and concurrently with the acquisition of Constant Contact in February 2016, the Company entered into the $735.0 million incremental first lien term loan facility and the $165.0 million revolving credit facility, and EIG Investors Corp. issued Senior Notes in the aggregate principal amount of $350.0 million . An affiliate of Goldman Sachs provided loans in the aggregate principal amount of $312.4 million under the incremental first lien term loan facility and a commitment in the aggregate principal amount of $57.6 million under the revolving credit facility, and Goldman Sachs acted as a book-running manager in the Company’s offering of the Senior Notes and purchased approximately $148.8 million worth of the Notes. The foregoing financing arrangements were provided in accordance with a commitment letter the Company entered into with an affiliate of Goldman Sachs and certain other investment banks in November 2015. Refer to Note 9 : Notes Payable , for further details. Goldman Sachs also served as a financial advisor in connection with the acquisition of Constant Contact and during the year ended December 31, 2016, the Company paid approximately $8.6 million to Goldman Sachs in connection with these services. In connection with the issuance of the Senior Notes, the Company agreed to assist the initial purchasers, including Goldman Sachs, in marketing the Senior Notes. Through December 31, 2016, the Company incurred expenses on behalf of the initial purchasers of approximately $0.8 million . Goldman Sachs Lending Partners LLC, a subsidiary of Goldman Sachs, was one of the joint bookrunners and joint lead arrangers for the 2017 Refinancing and 2018 Refinancing. In that capacity, Goldman Sachs Lending Partners LLC received an arrangement fee of $0.5 million and $0.3 million , respectively, and was reimbursed for an immaterial amount of expenses. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has three reportable segments: web presence, domain and email marketing. The products and services included in each of the three reportable segments are as follows: Web Presence . The web presence segment consists primarily of the Company's web hosting brands, the largest of which are Bluehost and HostGator. This segment also includes related products such as domain names, website security, website design tools and services, and e-commerce products. Domain . The domain segment consists of domain-focused brands such as Domain.com, ResellerClub and LogicBoxes as well as certain web hosting brands that are under common management with domain-focused brands. This segment sells domain names and domain management services to resellers and end users, as well as premium domain names, and also generates advertising revenue from domain name parking. It also resells domain names and domain management services to the web presence segment. Email Marketing . The email marketing segment consists of Constant Contact email marketing tools and related products and our SinglePlatform digital storefront solution. The Company measures profitably of these segments based on revenue, gross profit, and adjusted EBITDA. The Company's segments share certain resources, primarily related to sales and marketing, engineering and general and administrative functions. Management allocates these costs to each respective segment based on a consistently applied methodology. The CODM does not use asset information to allocate resources or make operating decisions. The accounting policies of each segment are the same as those described in the summary of significant accounting policies, refer to Note 2: Summary of Significant Accounting Policies , for further details. The following tables contain financial information for each reportable segment for the years ended December 31, 2016 , 2017 and 2018 : Year ended December 31, 2016 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 648,732 $ 326,808 $ 135,602 $ 1,111,142 Gross profit 312,067 173,163 41,921 527,151 Net loss (22,161 ) (55,857 ) (3,211 ) (81,229 ) Interest expense, net (2) 68,617 81,469 2,226 152,312 Income tax expense (benefit) (78,901 ) (33,543 ) 2,586 (109,858 ) Depreciation 33,590 23,747 3,023 60,360 Amortization of other intangible assets 72,733 64,679 6,150 143,562 Stock-based compensation 41,481 12,403 4,383 58,267 Restructuring expenses 1,625 22,379 220 24,224 Transaction expenses and charges 31,260 984 40 32,284 Gain of unconsolidated entities (3) (565 ) — — (565 ) Impairment of other long-lived assets (4) 9,039 — — 9,039 Adjusted EBITDA $ 156,718 $ 116,261 $ 15,417 $ 288,396 Year Ended December 31, 2017 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 641,993 $ 401,250 $ 133,624 $ 1,176,867 Gross profit 305,588 254,941 12,408 572,937 Net income (loss) (64,962 ) (10,615 ) (24,207 ) (99,784 ) Interest expense, net (2) 67,491 86,914 2,001 156,406 Income tax expense (benefit) 4,063 5,152 (26,496 ) (17,281 ) Depreciation 37,634 13,912 3,639 55,185 Amortization of other intangible assets 60,277 74,467 5,610 140,354 Stock-based compensation 46,641 6,934 6,426 60,001 Restructuring expenses 9,131 5,581 1,098 15,810 Transaction expenses and charges — 773 — 773 (Gain) loss of unconsolidated entities (110 ) — — (110 ) Impairment of other long-lived assets 600 — 30,860 31,460 SEC investigations reserve 4,323 2,751 926 8,000 Shareholder litigation reserve — — — — Adjusted EBITDA $ 165,088 $ 185,869 $ (143 ) $ 350,814 Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 Gross profit 297,590 288,023 38,941 624,554 Net (loss) income (22,534 ) 38,628 (11,560 ) 4,534 Interest expense, net (2) 70,956 68,317 9,118 148,391 Income tax expense (benefit) (4,961 ) 115 (1,400 ) (6,246 ) Depreciation 32,915 11,497 3,795 48,207 Amortization of other intangible assets 47,020 53,100 3,028 103,148 Stock-based compensation 16,000 9,638 3,426 29,064 Restructuring expenses 2,135 589 644 3,368 Transaction expenses and charges — — — — Gain of unconsolidated entities 267 — — 267 Impairment of other long-lived assets — — — — SEC investigation reserve — — — — Shareholder litigation reserve 4,780 1,500 1,045 7,325 Adjusted EBITDA $ 146,578 $ 183,384 $ 8,096 $ 338,058 (1) Revenue excludes intercompany sales of domain sales and domain services from the domain segment to the web presence segment of $7.6 million , $10.3 million and $10.0 million , for fiscal years 2016 , 2017 and 2018 , respectively. (2) Interest expense includes impact of amortization of deferred financing costs, original issue discounts and interest income. For the years ended December 31, 2017 and 2018 , it also includes $6.5 million and $1.2 million , respectively, of deferred financing costs and OID immediately expensed upon the 2017 Refinancing and 2018 Refinancing. (3) The (gain) loss of unconsolidated entities is reported on a net basis for the years ended December 31, 2017 and 2018 . The year ended December 31, 2016 includes an $11.4 million gain on the Company's investment in WZ UK, Ltd. This gain was generated on January 6, 2016, when the Company increased its ownership stake in WZ UK from 49% to 57.5% , which required a revaluation of its existing investment to its implied fair value. This gain was offset by the following: a loss of $4.8 million on an investment in AppMachine, which was generated on July 27, 2016, when the Company increased its ownership stake in AppMachine from 40% to 100% , which required a revaluation of the existing investment to its implied fair value; a loss of $4.7 million on the impairment of the Company's 33% equity investment in Fortifico Limited; and the Company's proportionate share of net losses from unconsolidated entities of $1.3 million . (4) The impairment of other long-lived assets for the year ended December 31, 2016 includes $7.0 million of impairment charges related to developed and in-process technology related to the Webzai acquisition, and $2.0 million of internally developed software that was abandoned. The impairment of other long-lived assets for the year ended December 31, 2017 includes $13.8 million related to certain domain name intangible assets, $0.6 million to write off a debt investment in a privately held entity, $12.1 million related to impairment of goodwill associated with the domain segment, and $4.9 million related to developed technology and customer relationships associated with the Directi acquisition. The Company has revised amounts reported for gross profit, net loss and adjusted EBITDA for the web presence and the domain segments in the segment disclosures, which impacted fiscal years 2016 and 2017. The amounts reported for the email marketing segment were not impacted. The revisions arose because of an error in the classification of certain domain registration expenses. Domain segment gross profit, net income (loss) and adjusted EBITDA were overstated by $3.0 million for fiscal year 2016, and by $6.9 million for fiscal year 2017, and web presence segment gross profit, net income (loss) and adjusted EBITDA were understated by equal amounts. Consolidated results were not impacted by this misstatement. The following table reflects the differences between the amounts as reported and the amounts as revised for gross profit, net loss and adjusted EBITDA for the web presence and domain segments for the years ended December 31, 2016 and 2017: Year Ended December 31, 2016 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 309,116 $ 312,067 $ 44,872 $ 41,921 Net loss (24,382 ) (22,161 ) (990 ) (3,211 ) Adjusted EBITDA 153,766 156,718 18,369 15,417 Year Ended December 31, 2017 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 298,687 $ 305,588 $ 19,309 $ 12,408 Net loss (70,375 ) (64,962 ) (18,794 ) (24,207 ) Adjusted EBITDA 158,187 165,088 6,758 (143 ) Geographic and Other Information Revenue, classified by the major geographic areas in which the Company's customers are located, was as follows: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ 787,915 $ 845,305 $ 833,657 International 323,227 331,562 311,634 Total $ 1,111,142 $ 1,176,867 $ 1,145,291 The following table presents the amount of tangible long-lived assets by geographic area: 2017 2018 (in thousands) United States $ 89,325 $ 87,301 International 6,127 4,974 Total $ 95,452 $ 92,275 The Company’s revenue is generated primarily from products and services delivered on a subscription basis, which include web hosting, domains, website builders, search engine marketing, email marketing and other similar services. The Company also generates non-subscription revenue through domain monetization and marketing development funds. Non-subscription revenue decreased from $41.5 million , or 4% of total revenue for the year ended December 31, 2016 to $39.4 million , or 3% of total revenue for the year ended December 31, 2017 , and decreased to $35.1 million , or 3% of total revenue for the year ended December 31, 2018 . The majority of the Company's non-subscription revenue is included in its domain segment. No individual international country represented more than 10% of total revenue in any period presented. Furthermore, substantially all of the Company's tangible long-lived assets are located in the United States. |
Geographic and Other Informatio
Geographic and Other Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Geographic and Other Information | Segment Information The Company has three reportable segments: web presence, domain and email marketing. The products and services included in each of the three reportable segments are as follows: Web Presence . The web presence segment consists primarily of the Company's web hosting brands, the largest of which are Bluehost and HostGator. This segment also includes related products such as domain names, website security, website design tools and services, and e-commerce products. Domain . The domain segment consists of domain-focused brands such as Domain.com, ResellerClub and LogicBoxes as well as certain web hosting brands that are under common management with domain-focused brands. This segment sells domain names and domain management services to resellers and end users, as well as premium domain names, and also generates advertising revenue from domain name parking. It also resells domain names and domain management services to the web presence segment. Email Marketing . The email marketing segment consists of Constant Contact email marketing tools and related products and our SinglePlatform digital storefront solution. The Company measures profitably of these segments based on revenue, gross profit, and adjusted EBITDA. The Company's segments share certain resources, primarily related to sales and marketing, engineering and general and administrative functions. Management allocates these costs to each respective segment based on a consistently applied methodology. The CODM does not use asset information to allocate resources or make operating decisions. The accounting policies of each segment are the same as those described in the summary of significant accounting policies, refer to Note 2: Summary of Significant Accounting Policies , for further details. The following tables contain financial information for each reportable segment for the years ended December 31, 2016 , 2017 and 2018 : Year ended December 31, 2016 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 648,732 $ 326,808 $ 135,602 $ 1,111,142 Gross profit 312,067 173,163 41,921 527,151 Net loss (22,161 ) (55,857 ) (3,211 ) (81,229 ) Interest expense, net (2) 68,617 81,469 2,226 152,312 Income tax expense (benefit) (78,901 ) (33,543 ) 2,586 (109,858 ) Depreciation 33,590 23,747 3,023 60,360 Amortization of other intangible assets 72,733 64,679 6,150 143,562 Stock-based compensation 41,481 12,403 4,383 58,267 Restructuring expenses 1,625 22,379 220 24,224 Transaction expenses and charges 31,260 984 40 32,284 Gain of unconsolidated entities (3) (565 ) — — (565 ) Impairment of other long-lived assets (4) 9,039 — — 9,039 Adjusted EBITDA $ 156,718 $ 116,261 $ 15,417 $ 288,396 Year Ended December 31, 2017 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 641,993 $ 401,250 $ 133,624 $ 1,176,867 Gross profit 305,588 254,941 12,408 572,937 Net income (loss) (64,962 ) (10,615 ) (24,207 ) (99,784 ) Interest expense, net (2) 67,491 86,914 2,001 156,406 Income tax expense (benefit) 4,063 5,152 (26,496 ) (17,281 ) Depreciation 37,634 13,912 3,639 55,185 Amortization of other intangible assets 60,277 74,467 5,610 140,354 Stock-based compensation 46,641 6,934 6,426 60,001 Restructuring expenses 9,131 5,581 1,098 15,810 Transaction expenses and charges — 773 — 773 (Gain) loss of unconsolidated entities (110 ) — — (110 ) Impairment of other long-lived assets 600 — 30,860 31,460 SEC investigations reserve 4,323 2,751 926 8,000 Shareholder litigation reserve — — — — Adjusted EBITDA $ 165,088 $ 185,869 $ (143 ) $ 350,814 Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 Gross profit 297,590 288,023 38,941 624,554 Net (loss) income (22,534 ) 38,628 (11,560 ) 4,534 Interest expense, net (2) 70,956 68,317 9,118 148,391 Income tax expense (benefit) (4,961 ) 115 (1,400 ) (6,246 ) Depreciation 32,915 11,497 3,795 48,207 Amortization of other intangible assets 47,020 53,100 3,028 103,148 Stock-based compensation 16,000 9,638 3,426 29,064 Restructuring expenses 2,135 589 644 3,368 Transaction expenses and charges — — — — Gain of unconsolidated entities 267 — — 267 Impairment of other long-lived assets — — — — SEC investigation reserve — — — — Shareholder litigation reserve 4,780 1,500 1,045 7,325 Adjusted EBITDA $ 146,578 $ 183,384 $ 8,096 $ 338,058 (1) Revenue excludes intercompany sales of domain sales and domain services from the domain segment to the web presence segment of $7.6 million , $10.3 million and $10.0 million , for fiscal years 2016 , 2017 and 2018 , respectively. (2) Interest expense includes impact of amortization of deferred financing costs, original issue discounts and interest income. For the years ended December 31, 2017 and 2018 , it also includes $6.5 million and $1.2 million , respectively, of deferred financing costs and OID immediately expensed upon the 2017 Refinancing and 2018 Refinancing. (3) The (gain) loss of unconsolidated entities is reported on a net basis for the years ended December 31, 2017 and 2018 . The year ended December 31, 2016 includes an $11.4 million gain on the Company's investment in WZ UK, Ltd. This gain was generated on January 6, 2016, when the Company increased its ownership stake in WZ UK from 49% to 57.5% , which required a revaluation of its existing investment to its implied fair value. This gain was offset by the following: a loss of $4.8 million on an investment in AppMachine, which was generated on July 27, 2016, when the Company increased its ownership stake in AppMachine from 40% to 100% , which required a revaluation of the existing investment to its implied fair value; a loss of $4.7 million on the impairment of the Company's 33% equity investment in Fortifico Limited; and the Company's proportionate share of net losses from unconsolidated entities of $1.3 million . (4) The impairment of other long-lived assets for the year ended December 31, 2016 includes $7.0 million of impairment charges related to developed and in-process technology related to the Webzai acquisition, and $2.0 million of internally developed software that was abandoned. The impairment of other long-lived assets for the year ended December 31, 2017 includes $13.8 million related to certain domain name intangible assets, $0.6 million to write off a debt investment in a privately held entity, $12.1 million related to impairment of goodwill associated with the domain segment, and $4.9 million related to developed technology and customer relationships associated with the Directi acquisition. The Company has revised amounts reported for gross profit, net loss and adjusted EBITDA for the web presence and the domain segments in the segment disclosures, which impacted fiscal years 2016 and 2017. The amounts reported for the email marketing segment were not impacted. The revisions arose because of an error in the classification of certain domain registration expenses. Domain segment gross profit, net income (loss) and adjusted EBITDA were overstated by $3.0 million for fiscal year 2016, and by $6.9 million for fiscal year 2017, and web presence segment gross profit, net income (loss) and adjusted EBITDA were understated by equal amounts. Consolidated results were not impacted by this misstatement. The following table reflects the differences between the amounts as reported and the amounts as revised for gross profit, net loss and adjusted EBITDA for the web presence and domain segments for the years ended December 31, 2016 and 2017: Year Ended December 31, 2016 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 309,116 $ 312,067 $ 44,872 $ 41,921 Net loss (24,382 ) (22,161 ) (990 ) (3,211 ) Adjusted EBITDA 153,766 156,718 18,369 15,417 Year Ended December 31, 2017 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 298,687 $ 305,588 $ 19,309 $ 12,408 Net loss (70,375 ) (64,962 ) (18,794 ) (24,207 ) Adjusted EBITDA 158,187 165,088 6,758 (143 ) Geographic and Other Information Revenue, classified by the major geographic areas in which the Company's customers are located, was as follows: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ 787,915 $ 845,305 $ 833,657 International 323,227 331,562 311,634 Total $ 1,111,142 $ 1,176,867 $ 1,145,291 The following table presents the amount of tangible long-lived assets by geographic area: 2017 2018 (in thousands) United States $ 89,325 $ 87,301 International 6,127 4,974 Total $ 95,452 $ 92,275 The Company’s revenue is generated primarily from products and services delivered on a subscription basis, which include web hosting, domains, website builders, search engine marketing, email marketing and other similar services. The Company also generates non-subscription revenue through domain monetization and marketing development funds. Non-subscription revenue decreased from $41.5 million , or 4% of total revenue for the year ended December 31, 2016 to $39.4 million , or 3% of total revenue for the year ended December 31, 2017 , and decreased to $35.1 million , or 3% of total revenue for the year ended December 31, 2018 . The majority of the Company's non-subscription revenue is included in its domain segment. No individual international country represented more than 10% of total revenue in any period presented. Furthermore, substantially all of the Company's tangible long-lived assets are located in the United States. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) The following table presents the Company’s unaudited quarterly financial data: For the three months ended March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31, (in thousands, except per share data) Revenue $ 295,137 $ 292,258 $ 295,222 $ 294,250 $ 291,356 $ 287,770 $ 283,770 $ 282,395 Gross profit 146,388 145,675 136,357 144,517 157,450 157,024 154,825 155,255 Income (loss) from operations 13,594 12,647 (1,070 ) 14,660 31,402 37,775 42,618 35,151 Net income (loss) attributable to Endurance International Group Holdings, Inc. $ (35,388 ) $ (39,129 ) $ (40,264 ) $ 7,473 $ (2,528 ) $ 627 $ (6,335 ) $ 12,770 Basic net income (loss) per share attributable to Endurance International Group Holdings, Inc. $ (0.26 ) $ (0.29 ) $ (0.29 ) $ 0.05 $ (0.05 ) $ (0.01 ) $ (0.04 ) $ 0.09 Diluted net income (loss) per share attributable to Endurance International Group Holdings, Inc. $ (0.26 ) $ (0.29 ) $ (0.29 ) $ 0.05 $ (0.05 ) $ (0.01 ) $ (0.04 ) $ 0.09 |
Supplemental Guarantor Financia
Supplemental Guarantor Financial Information (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Payables, for further details), 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 Issuer, 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 December 31, 2018, and supplemental condensed consolidating results of operations and cash flow information for the years ended December 31, 2016, 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 ) 84 18,500 9,703 — 28,275 Total current assets 80 86 116,122 50,855 — 167,143 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 21,374 6,404 — 31,417 Total assets $ 83,005 $ 1,965,572 $ 1,882,805 $ 110,153 $ (1,441,501 ) $ 2,600,034 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 9,532 $ 1,526 — $ 11,058 Accrued expenses and other current liabilities — 24,508 74,257 8,662 — 107,427 Deferred revenue — — 309,395 52,545 — 361,940 Current portion of notes payable — 33,945 — — — 33,945 Current portion of financed equipment — — 7,630 — — 7,630 Deferred consideration, short-term — — 4,365 — — 4,365 Total current liabilities — 58,453 405,179 62,733 — 526,365 Deferred revenue, long-term — — 81,199 9,773 — 90,972 Notes payable — 1,858,300 — — — 1,858,300 Financed equipment—long term — — 7,719 — — 7,719 Deferred consideration — — 3,551 — — 3,551 Other long-term liabilities — (469 ) 30,144 447 — 30,122 Total liabilities — 1,916,284 527,792 72,953 — 2,517,029 Equity 83,005 49,288 1,355,013 37,200 (1,441,501 ) 83,005 Total liabilities and equity $ 83,005 $ 1,965,572 $ 1,882,805 $ 110,153 $ (1,441,501 ) $ 2,600,034 Condensed Consolidating Balance Sheets December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 21 $ 2 $ 61,649 $ 26,972 $ — $ 88,644 Restricted cash — — 1,932 — — 1,932 Accounts receivable — — 10,515 1,690 — 12,205 Prepaid domain name registry fees — — 32,118 24,661 — 56,779 Prepaid commissions — — 40,804 654 — 41,458 Prepaid expenses & other current assets — 422 26,617 8,051 — 35,090 Total current assets 21 424 173,635 62,028 — 236,108 Intercompany receivables, net 34,595 401,342 (321,124 ) (114,813 ) — — Property and equipment, net — — 79,090 13,185 — 92,275 Goodwill — — 1,695,451 153,614 — 1,849,065 Other intangible assets, net — — 351,920 596 — 352,516 Investment in subsidiaries 139,838 1,559,255 53,089 — (1,752,182 ) — Prepaid commissions, net of current portion — — 41,746 726 — 42,472 Other assets — 5,239 22,276 6,556 — 34,071 Total assets $ 174,454 $ 1,966,260 $ 2,096,083 $ 121,892 $ (1,752,182 ) $ 2,606,507 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 11,896 $ 553 $ — $ 12,449 Accrued expenses and other current liabilities — 25,373 76,586 8,224 — 110,183 Deferred revenue — — 322,296 49,462 — 371,758 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 8,379 — — 8,379 Deferred consideration, short-term — — 2,425 — — 2,425 Total current liabilities — 56,979 421,582 58,239 — 536,800 Deferred revenue, long-term — — 85,531 10,609 — 96,140 Notes payable — 1,770,055 — — — 1,770,055 Financed equipment—long term — — — — — — Deferred consideration — — 1,364 — — 1,364 Other long-term liabilities — (612 ) 28,349 (43 ) — 27,694 Total liabilities — 1,826,422 536,826 68,805 — 2,432,053 Equity 174,454 139,838 1,559,257 53,087 (1,752,182 ) 174,454 Total liabilities and equity $ 174,454 $ 1,966,260 $ 2,096,083 $ 121,892 $ (1,752,182 ) $ 2,606,507 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 978,690 $ 133,274 $ (822 ) $ 1,111,142 Cost of revenue — — 496,267 88,753 (1,029 ) 583,991 Gross profit — — 482,423 44,521 207 527,151 Operating expense: Sales & marketing — — 235,988 67,556 (33 ) 303,511 Engineering and development — — 72,922 14,679 — 87,601 General and administrative — 242 128,337 14,516 — 143,095 Transaction expenses — — 32,284 — — 32,284 Total operating expense — 242 469,531 96,751 (33 ) 566,491 Income (loss) from operations — (242 ) 12,892 (52,230 ) 240 (39,340 ) Interest expense and other income, net — 149,512 (3,606 ) 4,544 — 150,450 Income (loss) before income taxes and equity earnings of unconsolidated entities — (149,754 ) 16,498 (56,774 ) 240 (189,790 ) Income tax expense (benefit) — (53,847 ) (55,953 ) (58 ) — (109,858 ) Income (loss) before equity earnings of unconsolidated entities — (95,907 ) 72,451 (56,716 ) 240 (79,932 ) Equity (income) loss of unconsolidated entities, net of tax 73,071 (22,837 ) 58,014 297 (107,248 ) 1,297 Net income (loss) (73,071 ) (73,070 ) 14,437 (57,013 ) 107,488 (81,229 ) Net loss attributable to non-controlling interest — — (8,398 ) — — (8,398 ) Net income (loss) attributable to Endurance $ (73,071 ) $ (73,070 ) $ 22,835 $ (57,013 ) $ 107,488 $ (72,831 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (597 ) — (597 ) Unrealized gain on cash flow hedge — (1,351 ) — — — (1,351 ) Total comprehensive income (loss) $ (73,071 ) $ (74,421 ) $ 22,835 $ (57,610 ) $ 107,488 $ (74,779 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 1,055,013 $ 128,350 $ (6,496 ) $ 1,176,867 Cost of revenue — — 515,065 94,082 (5,217 ) 603,930 Gross profit — — 539,948 34,268 (1,279 ) 572,937 Operating expense: Sales and marketing — — 256,902 20,561 (3 ) 277,460 Engineering and development — — 66,051 12,721 — 78,772 General and administrative — 207 155,339 9,054 (628 ) 163,972 Transaction expenses — — 773 — — 773 Impairment of goodwill — — 12,129 — — 12,129 Total operating expense — 207 491,194 42,336 (631 ) 533,106 Income (loss) from operations — (207 ) 48,754 (8,068 ) (648 ) 39,831 Interest expense and other income —net — 156,144 1,338 (476 ) — 157,006 Income (loss) before income taxes and equity earnings of unconsolidated entities — (156,351 ) 47,416 (7,592 ) (648 ) (117,175 ) Income tax expense (benefit) — (57,504 ) 39,125 1,098 — (17,281 ) Income (loss) before equity earnings of unconsolidated entities — (98,847 ) 8,291 (8,690 ) (648 ) (99,894 ) Equity (income) loss of unconsolidated entities, net of tax 99,137 290 8,581 (17 ) (108,101 ) (110 ) Net income (loss) $ (99,137 ) $ (99,137 ) $ (290 ) $ (8,673 ) $ 107,453 $ (99,784 ) Net income (loss) attributable to non-controlling interest — — 7,524 — — 7,524 Net income (loss) attributable to Endurance International Group Holdings, Inc. (99,137 ) (99,137 ) (7,814 ) (8,673 ) 107,453 (107,308 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 3,091 — 3,091 Unrealized loss on cash flow hedge 34 — — — 34 Total comprehensive income (loss) $ (99,137 ) $ (99,103 ) $ (7,814 ) $ (5,582 ) $ 107,453 $ (104,183 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 1,041,334 $ 109,912 $ (5,955 ) $ 1,145,291 Cost of revenue — — 448,922 77,770 (5,955 ) 520,737 Gross profit — — 592,412 32,142 — 624,554 Operating expense: Sales and marketing — — 251,558 13,866 — 265,424 Engineering and development — — 80,055 7,925 — 87,980 General and administrative (11 ) 227 164,578 (40,590 ) — 124,204 Total operating expense (11 ) 227 496,191 (18,799 ) — 477,608 Income (loss) from operations 11 (227 ) 96,221 50,941 — 146,946 Interest expense and other income —net — 148,411 507 (527 ) — 148,391 Income (loss) before income taxes and equity earnings of unconsolidated entities 11 (148,638 ) 95,714 51,468 — (1,445 ) Income tax expense (benefit) — (35,381 ) 25,257 3,878 — (6,246 ) Income (loss) before equity earnings of unconsolidated entities 11 (113,257 ) 70,457 47,590 — 4,801 Equity (income) loss of unconsolidated entities, net of tax (4,523 ) (117,780 ) (47,321 ) 18 169,873 267 Net income (loss) $ 4,534 $ 4,523 $ 117,778 $ 47,572 $ (169,873 ) $ 4,534 Comprehensive income (loss): Foreign currency translation adjustments — — — (2,233 ) — (2,233 ) Unrealized gain (loss) on cash flow hedge (437 ) — — — (437 ) Total comprehensive income (loss) $ 4,534 $ 4,086 $ 117,778 $ 45,339 $ (169,873 ) $ 1,864 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (71,204 ) $ 256,461 $ (30,296 ) $ — $ 154,961 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (887,937 ) — — (887,937 ) Purchases of property and equipment — — (32,528 ) (4,731 ) — (37,259 ) Cash paid for minority investments — — (5,600 ) — — (5,600 ) Proceeds from sale of property and equipment — — 674 2 — 676 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (7 ) (20 ) — (27 ) Net cash used in investing activities — — (925,398 ) (4,749 ) — (930,147 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,110,678 — — — 1,110,678 Repayment of notes payable and revolver — (176,700 ) — — — (176,700 ) Payment of financing costs — (52,561 ) — — — (52,561 ) Payment of deferred consideration — — (50,375 ) (669 ) — (51,044 ) Payment of redeemable non-controlling interest liability — — (33,425 ) — — (33,425 ) Principal payments on financed equipment — — (5,892 ) — — (5,892 ) Proceeds from exercise of stock options 2,564 — — — — 2,564 Capital investments from minority partner — — — 2,776 — 2,776 Intercompany loans and investments (2,573 ) (810,276 ) 778,421 34,428 — — Net cash provided by (used in) financing activities (9 ) 71,141 688,729 36,535 — 796,396 Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 1,610 — 1,610 Net increase (decrease) in cash and cash equivalents and restricted cash (9 ) (63 ) 19,792 3,100 — 22,820 Cash and cash equivalents and restricted cash: Beginning of period 12 67 21,862 12,137 — 34,078 End of period $ 3 $ 4 $ 41,654 $ 15,237 $ — $ 56,898 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 12 $ (82,189 ) $ 284,912 $ (1,462 ) $ — $ 201,273 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (38,731 ) (4,331 ) — (43,062 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — 530 — — 530 Purchases of intangible assets — — (1,932 ) (34 ) — (1,966 ) Net cash used in investing activities — — (40,133 ) (4,365 ) — (44,498 ) 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 — (1,797,634 ) — — — (1,797,634 ) Payment of financing costs — (6,304 ) — — — (6,304 ) Payment of deferred consideration — — (4,550 ) (883 ) — (5,433 ) Payment of redeemable non-controlling interest liability — — (25,000 ) — — (25,000 ) Principal payments on financed equipment — — (7,390 ) — — (7,390 ) Proceeds from exercise of stock options 2,049 — — — — 2,049 Capital investments from minority partner — — — — — — Intercompany loans and investments (1,972 ) 193,118 (192,548 ) 1,402 — — Net cash provided by (used in) financing activities 77 82,187 (229,488 ) 519 — (146,705 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 2,150 — 2,150 Net increase (decrease) in cash and cash equivalents and restricted cash 89 (2 ) 15,291 (3,158 ) — 12,220 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 92 $ 2 $ 56,945 $ 12,079 $ — $ 69,118 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (103,123 ) $ 241,362 $ 44,313 $ — $ 182,552 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (45,696 ) (184 ) — (45,880 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — 6 — — 6 Purchases of intangible assets — — (8 ) — — (8 ) Net cash used in investing activities — — (45,698 ) (184 ) — (45,882 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,580,305 — — — 1,580,305 Repayment of notes payable and revolver — (1,681,094 ) — — — (1,681,094 ) Payment of financing costs — (1,580 ) — — — (1,580 ) Payment of deferred consideration — — (4,500 ) — — (4,500 ) Principal payments on financed equipment — — (7,439 ) — — (7,439 ) Proceeds from exercise of stock options 887 — — — — 887 Intercompany loans and investments (958 ) 205,492 (177,089 ) (27,445 ) — — Net cash provided by (used in) financing activities (71 ) 103,123 (189,028 ) (27,445 ) — (113,421 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (1,791 ) — (1,791 ) Net increase (decrease) in cash and cash equivalents and restricted cash (71 ) — 6,636 14,893 — 21,458 Cash and cash equivalents and restricted cash: Beginning of period 92 2 56,945 12,079 — 69,118 End of period $ 21 $ 2 $ 63,581 $ 26,972 $ — $ 90,576 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying consolidated financial statements, which include the accounts of the Company and its subsidiaries, have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated on consolidation. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM"). The Company has determined that its chief executive officer is the Company's CODM. The Company has identified three operating segments: Web Presence, Domains and Email Marketing. The Company has determined that it does not satisfy aggregation criteria for these operating segments, and that each segment meets the quantitative threshold of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280, Segment Reporting , or ASC 280. Therefore, all three operating segments are reportable segments. The Company's segments share certain resources, primarily related to sales and marketing, engineering and general and administrative functions. Management allocates these costs to each respective segment based on a consistently applied methodology. The Company has revised amounts reported for gross profit, net loss and adjusted EBITDA for the web presence and the domain segments in the segment disclosures, which impacted fiscal years 2016 and 2017. The amounts reported for the email marketing segment were not impacted. The revisions arose because of an error in the classification of certain domain registration expenses. Domain segment gross profit, net income (loss) and adjusted EBITDA were overstated by $3.0 million for fiscal year 2016, and by $6.9 million for fiscal year 2017, and web presence segment gross profit, net income (loss) and adjusted EBITDA were understated by equal amounts. Consolidated results were not impacted by this misstatement. See Note 21, Segment Information , for further details. |
Use of Estimates | Use of Estimates U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates, judgments and assumptions used in preparing the accompanying consolidated financial statements are based on the relevant facts and circumstances as of the date of the consolidated financial statements. Although the Company regularly assesses these estimates, judgments and assumptions used in preparing the consolidated financial statements, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The more significant estimates reflected in these consolidated financial statements include estimates of fair value of assets acquired and liabilities assumed under purchase accounting related to the Company’s acquisitions and when evaluating goodwill and long-lived assets for potential impairment, the estimated useful lives of intangible and depreciable assets, revenue recognition for contracts with multiple performance obligations, stock-based compensation, contingent consideration, derivative instruments, certain accruals, reserves and deferred taxes. |
Cash Equivalents | Cash Equivalents Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash Restricted cash is composed of certificates of deposits and cash held by merchant banks and payment processors, which provide collateral against any chargebacks, fees, or other items that may be charged back to the Company by credit card companies and other merchants, and collateral for certain facility leases. |
Accounts Receivable | Accounts Receivable Accounts receivable is primarily composed of cash due from credit card companies for unsettled transactions charged to subscribers’ credit cards. As these amounts reflect authenticated transactions that are fully collectible, the Company does not maintain an allowance for doubtful accounts. The Company also accrues for earned referral fees and commissions, which are governed by reseller or affiliate agreements, when the amount is reasonably estimable. |
Prepaid Domain Name Registry Fees | Prepaid Domain Name Registry Fees Prepaid domain name registry fees represent amounts that are paid in full at the time a domain is registered by one of the Company’s registrars on behalf of a customer. The registry fees are recognized on a straight-line basis over the term of the domain registration period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, accounts receivable, accounts payable and certain accrued expenses, approximate their fair values due to their short maturities. The fair value of the Company’s notes payable is based on the borrowing rates currently available to the Company for debt with similar terms and average maturities and approximates their carrying value. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities FASB ASC 815, Derivatives and Hedging , or ASC 815, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. In accordance with the FASB’s fair value measurement guidance in Accounting Standard Update ("ASU") 2011-4, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. |
Concentrations of Credit and Other Risks | Concentrations of Credit and Other Risks Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained at accredited financial institutions, and PayPal balances are at times without and in excess of federally insured limits. The Company has never experienced any losses related to these balances and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost or fair value if acquired in an acquisition. The Company also capitalizes the direct costs of constructing additional computer equipment for internal use, as well as upgrades to existing computer equipment which extend the useful life, capacity or operating efficiency of the equipment. Capitalized costs include the cost of materials, shipping and taxes. Materials used for repairs and maintenance of computer equipment are expensed and recorded as a cost of revenue. Materials on hand and construction-in-process are recorded as property and equipment. Assets recorded under property, plant and equipment financing are depreciated over the lease term. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Building Thirty-five years Software Two to three years Computers and office equipment Three years Furniture and fixtures Five years Leasehold improvements Shorter of useful life or remaining term of the lease |
Software Development Costs | Software Development Costs The Company accounts for software development costs for internal use software under the provisions of ASC 350-40, Internal-Use Software . Accordingly, certain costs to develop internal-use computer software are capitalized, provided these costs are expected to be recoverable. |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company's current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company's operating results. Changes in the fair value of a contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled. |
Goodwill | Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment , or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company has historically performed its annual goodwill test as of December 31 of each fiscal year. As a result of changes in its management structure during fiscal year 2017, including the change in the Company's chief executive officer, the Company has revised its internal reporting structure, which has resulted in a change to the Company's reporting units. The Company has identified a total of ten reporting units under its new structure. With the increase in reporting units, the Company determined that more time would be required to perform future goodwill impairment tests, and as a result, decided to accelerate the annual goodwill impairment test date to October 31 of each fiscal year, starting with the fiscal year 2017 test. The Company also early adopted the provisions of ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment test as of October 31, 2017 and all future goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit is impaired. Before testing goodwill at October 31, 2017, the Company allocated assets and liabilities to their respective reporting units. Goodwill was allocated to each reporting unit in accordance with ASC 350-20-40, which requires that goodwill be allocated based on the relative fair values of each reporting unit. After completing this valuation process, the Company allocated goodwill to seven reporting units. The Company did not allocate any goodwill to three smaller reporting units that were determined to have no material fair value. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. Certain assets and liabilities are shared by multiple reporting units, and were allocated to each reporting unit based on the relative size of a reporting unit, primarily based on revenue. The Company's goodwill impairment test as of October 31, 2017 resulted in a $12.1 impairment of goodwill to the Company's domain monetization reporting unit within the domain segment. The impairment is a direct result of a more rapid decline in domain parking revenue than originally expected, and to a lesser extent, reduced sales of premium domain names. Goodwill for this reporting unit has been completely impaired. Goodwill allocated to the other six reporting units was not impaired. As of the test date of October 31, 2018, the fair value for all reporting units was higher than their respective carrying values, and no impairment has been recorded. No triggering events were identified between the October 31, 2018 test and December 31, 2018. The Company determines the fair value of each reporting unit by utilizing the income approach and the market approach. For the income approach, fair value is determined based on the present value of estimated future after-tax cash flows, discounted at an appropriate risk adjusted rate. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the weighted-average cost of capital. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in its business and in its internally developed forecasts. For fiscal years 2017 and 2018, the Company used a discount rate of 10.0% for all but one of its reporting units. The Company also performed sensitivity analysis on its discount rates. The Company uses internal forecasts to estimate future after-tax cash flows, which include an estimate of long-term future growth rates based on the Company's view of the long-term outlook for each reporting unit. Actual results may differ from those assumed in the Company's forecasts. For the market approach, the Company uses a valuation technique in which values are derived based on valuation multiples from comparable public companies, and a valuation multiple from sales of comparable companies. For the fiscal 2017 goodwill impairment analysis, the Company compared the fair value from the income approach to the market approach based on multiples of comparable public companies and noted no material variances in the valuation techniques. For the fiscal 2018 goodwill impairment analysis, the Company compared the fair value from the income approach to two market approaches, which included a valuation multiple of comparable public companies and a valuation multiple from sales of comparable companies. For three of the Company's reporting units, which represent approximately 95% of the Company's goodwill, the fair value derived from the income approach was consistent with the fair value derived from the two market approaches. The Company established the fair value for these reporting units based on the average fair value from all three valuation approaches. For two of the Company's reporting units, which represent approximately 3% of the Company's goodwill, the Company based their fair value entirely upon the income approach, as these two reporting units are experiencing declining cash flows and are expected to continue to experience declines over time. The fair values from the income approach for these two reporting units were materially below the fair values derived from both market approaches. The goodwill allocated to these two reporting units is approximately $64.2 million as of December 31, 2018. Although the Company does not expect an impairment of goodwill for these two reporting units in the near term, the Company expects that cash flows will continue to decline which could result in goodwill impairment charges for these two reporting units at some point in the future. For one of the Company's reporting units, which represents approximately 2% of the Company's goodwill, the fair values derived from the market approaches were much lower than the income approach using a discount rate of 10% . The Company determined that more risk was present in the projected future cash flows of this reporting unit as compared to the Company's other reporting units and determined that a discount rate of 17% was appropriate. The fair value of this reporting unit under the income approach at a discount rate of 17% was consistent with the fair values determined under the two market approaches. The Company established fair value for this reporting unit based on the average fair value from all three valuation approaches. Goodwill as of December 31, 2018 is $1,849.1 million . The carrying value of goodwill that was allocated to the domain, email marketing and web presence segments was $29.9 million , $604.3 million and $1,214.9 million , respectively. The fair value of all reporting units with goodwill at December 31, 2018 exceeds each reporting units carrying value by at least 20% . |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets consist primarily of intangible assets, including acquired subscriber relationships, trade names, intellectual property, developed technology, domain names available for sale and in-process research and development (“IPR&D”). The Company also has long-lived tangible assets, primarily consisting of property and equipment. The majority of the Company’s intangible assets are recorded in connection with its various acquisitions. The Company’s intangible assets are recorded at fair value at the time of their acquisition. The Company amortizes intangible assets over their estimated useful lives. Determination of the estimated useful lives of the individual categories of intangible assets is based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized in accordance with their estimated projected cash flows. The Company evaluates long-lived intangible and tangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present and undiscounted future cash flows are less than the carrying amount, the fair value of the assets is determined and compared to the carrying value. If the fair value is less than the carrying value, then the carrying value of the asset is reduced to the estimated fair value and an impairment loss is charged to expense in the period the impairment is identified. During the year ended December 31, 2016, the Company determined that a portion of an internally developed software tool would not meet its needs following the acquisition of Constant Contact, resulting in an impairment charge of $2.0 million which was recorded in engineering and development expense in the consolidated statements of operations and comprehensive income (loss). Additionally, the Company recognized an impairment charge of $0.5 million relating to internally developed software relating to Webzai Ltd. (“Webzai”), and another impairment charge of $4.4 million relating to developed technology acquired in the Webzai acquisition, for a total impairment charge of $4.9 million , which was recorded in engineering and development expense in the consolidated statements of operations and comprehensive income (loss). Refer to Note 6: Property and Equipment and Property, Plant and Equipment Financing Obligations and Note 7: Goodwill and Other Intangible Assets for further details. Also during the year ended December 31, 2016, the Company incurred total impairment charges of IPR&D of $2.2 million , consisting of $1.4 million to impair certain acquired IPR&D projects from the Webzai acquisition that were abandoned during the year ended December 31, 2016 and a charge of $0.8 million to impair certain acquired IPR&D projects from the AppMachine acquisition. Refer to Note 7: Goodwill and Other Intangible Assets , and Acquired In-Process Research and Development (IPR&D) below for further details. All of the 2016 impairments described above were recognized in the web presence segment. During the year ended December 31, 2017, the Company recognized an impairment charge of $13.8 million relating to certain domain name intangible assets acquired in 2014, which was recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss). The impairment resulted from diminished cash flows associated with these intangible assets. Also during the year ended December 31, 2017, the Company recognized an impairment charge of $4.9 million primarily relating to developed technology and customer relationships associated with the acquisition of the Directi web presence business in 2014. This impairment was recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss). The impairment resulted from diminished cash flows associated with these intangible assets. All of the 2017 impairments described above were recognized in the domain segment. During the year ended December 31, 2018, the Company did not identify any impairments relating to its long-lived assets. Indefinite life intangible assets include domain names that are available for sale which are recorded at cost to acquire. These assets are not being amortized and are being tested for impairment annually and whenever events or changes in circumstance indicate that their carrying value may not be recoverable. When a domain name is sold, the Company records the cost of the domain in cost of revenue. |
Acquired In-Process Research and Development (IPR&D) | Acquired In-Process Research and Development (IPR&D) Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires that have not been completed at the date of acquisition. The acquired IPR&D is capitalized as an intangible asset and reviewed on a quarterly basis to determine future use. Any impairment loss of the acquired IPR&D is charged to expense in the period the impairment is identified. Upon commercialization, the acquired fair value of the IPR&D will be reclassified to developed technology and amortized over its estimated useful life. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09 or ASC 606, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principals versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, and ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606) , Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which further elaborate on the original ASU No. 2014-09. The Company adopted the guidance in ASC 606 on January 1, 2018. Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to for those products and services. In general, the Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with the customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company provides cloud-based subscription services, which include website hosting and related add-ons, search engine optimization (SEO) services, domain registration services and email marketing. Website hosting gives subscribers access to an environment where the Company hosts a customer’s website. The related contract terms are generally for one year , but can range from 30 days to 3 years . Website hosting services are typically sold in bundled offerings that include website hosting, domain registration services and various add-ons. The Company recognizes revenue for website hosting and domain registration services over the term of the contract. The main add-on services related to website hosting are domain privacy, secure sockets layer (SSL) security, site backup and restoration, and website builder tools. These services may be included in website hosting bundles, or they may be purchased on a standalone basis. Certain add-on services are provided by third parties. In cases where the Company is acting as an agent for the sale of third party add-on services, the Company recognizes revenue on a net basis at the time of sale. In cases where the Company is acting as a principal for the sale of third party add-on services (i.e., the Company has the primary responsibility to provide specific goods or services, it has discretion to establish prices and it may assume inventory risk), the Company recognizes revenue on a gross basis over the term of the contract. The revenue for Company-provided add-on services is primarily recognized over the term of the contract. SEO services are monthly subscriptions that provide a customer with increased traffic to their website over the term of the subscription. Revenue from SEO services is recognized over the monthly term of the contract. In the case of domain registration services, the Company is an accredited registrar and can provide registration services to the customer, or it can select an accredited third party registrar to perform these duties. Domain registration services are generally annual subscriptions, but can cover multiple years. Revenue for these services is recognized over time. Email marketing services provide subscribers with a cloud-based platform that can send broadcast emails to a customer list managed by the subscriber. Pricing is based on contract list volume from the prior monthly period, which determines the contractual billing price for the upcoming month. Revenue for this service is recognized over the monthly term of the contract. Non-subscription based services include certain professional services, primarily website design or re-design services, marketing development fund revenue ("MDF"), premium domain names and domain parking services. Website design and re-design services are recognized when the service is complete. Marketing development funds consist of commissions earned by the Company when a third party sells its products or services directly to the Company’s subscribers, and advertising revenue for third party ads placed on Company websites. The Company records revenue when the service is provided and calculates it based on the contractual revenue share arrangement or over the term of the advertisement. Domain parking allows the Company to monetize certain of its premium domain names by loaning them to specialized third parties that generate advertising revenue from these parked domains on a pay per click ("PPC") basis. Revenue is recognized when earned and calculated based on the revenue share arrangement with the third party. Revenue from the sale of premium domains is recognized when persuasive evidence of an arrangement to sell such domains exists and delivery of an authorization key to access the domain name has occurred. Premium domain names are paid for in advance prior to the delivery of the domain name. For most of the Company’s performance obligations, the customer simultaneously receives and consumes the service over a period of time as the Company performs the service, resulting in the recognition of revenue over the subscription period. This method provides an appropriate depiction of the timing of the transfer of services to the customer. In limited instances, the customer obtains control of the promised service at a point in time, with no future obligations on the part of the Company. In these instances, the Company recognizes revenue at the point in time control is transferred. The contracts that the Company enters into typically do not contain any variable or non-cash considerations. The Company maintains a reserve for refunds and chargebacks related to revenue that has been recognized and is expected to be refunded. The Company had a refund and chargeback reserve of $0.5 million and $0.4 million as of December 31, 2017 and 2018 , respectively. The portion of deferred revenue that is expected to be refunded at December 31, 2017 and 2018 was $1.8 million and $2.2 million , respectively. Based on refund history, a significant majority of refunds happen in the same fiscal month that the customer contract starts or renews. Approximately 83% of all refunds happen in the same fiscal month that the contract starts or renews, and approximately 95% of all refunds happen within 45 days of the contract start or renewal date. The Company did not apply any practical expedients during its adoption of ASC 606. The Company elected to use the portfolio method in the calculation of the deferred contract assets. Direct Costs of Revenue The Company’s direct costs of revenue include only those costs directly incurred in connection with the provision of its cloud-based products and services. The direct costs of registering domain names with registries are spread over the terms of the arrangement and the cost of reselling domains of other third-party registrars are expensed as incurred. Cost of revenue includes depreciation on data center equipment and support infrastructure and amortization expense related to the amortization of long-lived intangible assets. Contracts with Multiple Performance Obligations A considerable amount of the Company's revenue is generated from transactions that are contracts with customers that may include hosting plans, domain name registrations, and other cloud-based products and services. In these cases, the Company determines whether the products and services are distinct performance obligations that should be accounted for separately versus together. The Company allocates revenue to each performance obligation based on its relative standalone selling price, generally based on the price charged to customers. Hosting services, domain name registrations, and other cloud-based products and services have distinct performance obligations and are often sold separately. If the promise is not distinct and there is not a performance obligation, then the total transaction amount is allocated to the identified performance obligation based on a relative selling price hierarchy. When multiple performance obligations are included in a contract, the total transaction amount for the contract is allocated to the performance obligations based on a relative selling price hierarchy. The Company determines the relative selling price for a performance obligation based on a standalone selling price ("SSP"). The Company determines SSP by considering its observed standalone selling prices, competitive prices in the marketplace and management judgment; these standalone selling prices may vary depending upon the particular facts and circumstances related to each performance obligation. The Company analyzes the standalone selling prices used in its allocation of transaction amount, at a minimum, on a quarterly basis. Deferred Revenue The Company records deferred revenue when cash payments are received or are due in advance of the Company’s performance, including amounts that are refundable. The change in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of the Company satisfying its performance obligations, offset by $370.7 million of revenue recognized that were included in the deferred revenue balance at the beginning of the period. The following table provides a reconciliation of the Company's deferred revenue as of December 31, 2018 : Short-term Long-term (in thousands) Balance at December 31, 2017 $ 361,940 $ 90,972 Effect of adoption of ASC 606 to balances at December 31, 2017 20,275 2,882 Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied (370,715 ) — Cash received in advance during the period 827,218 311,758 Recognition of cash received in the period into revenue, as a result of performance obligations satisfied (774,576 ) — Foreign translation impact (1,592 ) (264 ) Reclassification between short-term and long-term 309,208 (309,208 ) Balance at December 31, 2018 $ 371,758 $ 96,140 The difference between the opening and closing balances of the Company’s deferred liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. During the year ended December 31, 2018 , the Company recognized $370.7 million and $0.0 million , respectively, from beginning deferred revenue current and long-term balances existing at December 31, 2017 . The Company did not recognize any revenue from performance obligations satisfied in prior periods. The following table provides the remaining performance obligation amounts as of December 31, 2018 . These amounts are equivalent to the ending deferred revenue balance of $467.9 million , which includes both short and long-term amounts: Web presence Email marketing Domain Total (in thousands) Remaining performance obligation, short-term $ 257,722 $ 55,235 $ 58,801 $ 371,758 Remaining performance obligation, long-term 81,564 — 14,576 96,140 Total $ 339,286 $ 55,235 $ 73,377 $ 467,898 This backlog of revenue related to future performance obligations is prepaid by customers and supported by executed contracts with customers. The Company has established a reserve of $0.4 million for refunds and chargebacks, 95% of which is expected to materialize in the first 45 days after the contract start or renewal date. The remainder of the deferred revenue is expected to be recognized in future periods. Deferred Customer Acquisition Costs As a result of the implementation of ASC 606, the Company now capitalizes the incremental costs directly related to obtaining and fulfilling a contract (such as sales commissions and certain direct sales and marketing success based costs), if these costs are expected to be recovered. These costs are amortized over the period the services are transferred to the customer, which is estimated based on customer churn rates for various segments of the business. The Company includes only those incremental costs that would not have been incurred if the contracts had not been entered into: Short-term Long-term (in thousands) Balance at December 31, 2017 $ — $ — Adjustments resulting from adoption of ASC 606 43,408 40,040 Deferred customer acquisition costs incurred in the period 18,671 33,465 Amounts recognized as expense in the period (51,558 ) — Foreign translation impact (121 ) 25 Reclassification between short-term and long-term 31,058 (31,058 ) Balance at December 31, 2018 $ 41,458 $ 42,472 As of December 31, 2018 , the Company has a total of $70.6 million in deferred assets relating to costs incurred to obtain or fulfill contracts in its web presence segment, which consists entirely of recoverable, specific, success-based sales commissions. As of December 31, 2018 , the Company has a total of $11.9 million deferred assets relating to costs incurred to obtain or fulfill contracts in its email marketing segment, which consists entirely of specific, success-based sales commissions. As of December 31, 2018 , the Company has a total of $1.4 million deferred assets relating to costs incurred to obtain or fulfill contracts in its domain segment, which consists entirely of recoverable, specific, success-based sales commissions. During the year ended December 31, 2018 , the Company recognized total amortization costs related to the above items of $46.3 million , $4.8 million , and $0.5 million in its web presence, email marketing and domain segments, respectively. Significant Judgments The Company sells a number of third party cloud-based services to enhance a subscriber’s overall website hosting experience. The Company exercises considerable judgment to determine if it is the principal or agent in each of these arrangements, and in some instances, has concluded that it is an agent of the third party and recognizes revenue at time of subscriber purchase at an amount that is net of the revenue share payable to the third party. The Company exercises judgment to determine the standalone selling price for each distinct performance obligation. In instances where the standalone selling price is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the standalone selling price using information that may include a competitive market assessment approach and other observable inputs. The Company typically has more than one standalone selling price for individual products and services. Judgment is required to determine whether particular types of sales and marketing costs incurred, including commissions, are incremental and recoverable costs incurred to obtain and fulfill the customer contract. In addition, judgment is required to determine the life of the customer over which deferred customer acquisition costs are amortized. |
Engineering and Development Costs | Engineering and Development Costs Engineering and development costs incurred in the development and maintenance of the Company’s technology infrastructure are expensed as incurred. |
Sales and Marketing Costs | Sales and Marketing Costs The Company engages in sales and marketing through various online marketing channels, which include affiliate and search marketing as well as online partnerships. The Company expenses sales and marketing costs as incurred. |
Foreign Currency | Foreign Currency The Company has sales in a number of foreign currencies. In 2013, the Company commenced operations in foreign locations which report in the local currency. The assets and liabilities of the Company’s foreign locations are translated into U.S. dollars at current exchange rates as of the balance sheet date, and revenue and expenses are translated at average monthly exchange rates. The resulting translation adjustments are recorded as a separate component of stockholders’ equity and have not been material. Foreign currency transaction gains and losses relate to the settlement of assets or liabilities in another currency. |
Income Taxes | Income Taxes Income taxes are accounted for in accordance with ASC 740, Accounting for Income Taxes , or ASC 740. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had no unrecognized tax benefits in the year ended December 31, 2016 $1.1 million in the year ended December 31, 2017 , and $4.4 million in the year ended December 31, 2018 . The Company records interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company may issue restricted stock units, restricted stock awards and stock options which vest upon the satisfaction of a performance condition and/or a service condition. The Company follows the provisions of ASC 718, Compensation—Stock Compensation , or ASC 718, which requires employee stock-based payments to be accounted for under the fair value method. Under this method, the Company is required to record compensation cost based on the estimated fair value for stock-based awards granted over the requisite service periods for the individual awards, which generally equals the vesting periods, net of estimated forfeitures. The Company uses the straight-line amortization method for recognizing stock-based compensation expense. In addition, for stock-based awards where vesting is dependent upon achieving certain performance goals, the Company estimates the likelihood of achieving the performance goals against established performance targets. The Company estimates the fair value of employee stock options on the date of grant using the Black-Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. For restricted stock awards granted, the Company estimates the fair value of each restricted stock award based on the closing trading price of its common stock on the date of grant. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting . The guidance simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of excess tax benefits in the consolidated statements of cash flows. This amendment is effective for annual periods beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the fourth quarter of fiscal year 2016, which requires it to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company considered ASC 260-10, Earnings per Share , or ASC 260-10, which requires the presentation of both basic and diluted earnings per share in the consolidated statements of operations and comprehensive income (loss). The Company’s basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period, and, if there are dilutive securities, diluted net income (loss) per share is computed by including common stock equivalents which includes shares issuable upon the exercise of stock options, net of shares assumed to have been purchased with the proceeds, using the treasury stock method. |
Guarantees | Guarantees The Company has the following guarantees and indemnifications: In connection with its acquisitions of companies and assets from third parties, the Company may provide indemnification or guarantees to the sellers in the event of damages for breaches or other claims covered by such agreements. In connection with various vendor contracts, including those by which a product or service of a third party is offered to subscribers of the Company, the Company may guarantee the obligations of its subsidiaries or provide indemnification to the vendors in the event of damages for breaches or other claims covered by the contracts. As permitted under Delaware and other applicable law, the Company’s charter and by-laws and those of its subsidiary companies provide that the Company shall indemnify its officers and directors for certain liabilities, including those incurred by reason of the fact that the officer or director is, was, or has agreed to serve as an officer or director of the Company. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company leases office space and equipment under various operating leases. The Company has standard indemnification arrangements under these leases that require the Company to indemnify the lessor against losses, liabilities and claims incurred in connection with the premises or equipment covered by the Company’s lease agreements, the Company’s use of the premises, property damage or personal injury and breach of the agreement. Through December 31, 2018, the only losses incurred by the Company in connection with any of its indemnification obligations or guarantees relate to immaterial amounts incurred to indemnify officers in connection with the SEC investigation. The Company does not expect material claims related to these indemnification obligations and consequently concluded that the fair value of these obligations is negligible and no related liabilities were established. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Recently Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principals versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, and ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606) , Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which further elaborate on the original ASU No. 2014-09. The core principle of these updates is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgments and estimates may be required within the revenue recognition process than are required under previous U.S. GAAP. In July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with early adoption to be permitted as of the original effective date of January 1, 2017. Once this standard became effective, companies may use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures) (the "modified retrospective approach"). The Company adopted this guidance on January 1, 2018 using the modified retrospective approach. The new standard impacted the timing of when certain sales incentive payments, primarily to external parties, are charged to expense as these costs must now be deferred over the life of the related customer relationship, whereas previously these amounts were expensed as incurred. In addition, a small portion of the Company's revenue recognition was impacted by this new guidance. The impact to opening retained earnings as a result of the adoption of the new guidance was $59.4 million , which consists of an $83.4 million deferred asset relating to customer acquisition costs and a $6.1 million deferred asset for domain registration costs, partially offset by a $23.1 million liability for deferred revenue, net of a deferred tax liability of $7.0 million . The Company applied the new guidance to all revenue contracts and did not use any practical expedients. The adoption of Topic 606 impacted the results of operations and certain balance sheet accounts. The impact of applying Topic 606 on the results for reporting periods and balance sheet beginning after January 1, 2018 is presented under Topic 606, while prior amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. The impact of applying Topic 606 as of December 31, 2018 is as follows: For the year ended December 31, 2018 under Topic 606 For the year ended December 31, 2018 under Topic 605 Increase (decrease) Consolidated statement of operations and comprehensive income (loss) data (in thousands) Revenue $ 1,145,291 $ 1,145,883 $ (592 ) Cost of revenue 520,737 520,309 428 Sales and marketing 265,424 266,003 (579 ) As of December 31, 2018 under Topic 606 As of December 31, 2018 under Topic 605 Increase (decrease) Consolidated balance sheet data (in thousands) Prepaid commissions, current portion $ 41,458 $ — $ 41,458 Prepaid commissions, long-term 42,472 — 42,472 Deferred revenue, current 371,758 350,891 20,867 Deferred revenue, long-term 96,140 93,258 2,882 Deferred tax liability—long term 16,457 9,431 7,026 Accumulated deficit (783,584 ) (843,373 ) 59,789 For the year ended December 31, 2018 under Topic 606 For the year ended December 31, 2018 under Topic 605 Increase (decrease) Consolidated statement of cash flow data (in thousands) Net income $ 4,534 $ 4,975 $ (441 ) Change in prepaid expenses and other assets (11,759 ) (11,608 ) (151 ) Change in deferred revenue (6,315 ) (5,723 ) 592 Cash flows from operations 182,552 182,552 — In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . This new standard enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This amendment is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash . This new standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. This amendment is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's statement of cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . This new standard clarifies certain statement of cash flow presentation issues. This amendment is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's statement of cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory . This new standard improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This amendment is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment . This new standard eliminates step two of the prior goodwill test, and instead requires that an entity perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. The Company elected to early adopt the provisions of ASU 2017-04 effective in the fourth quarter of fiscal year 2017, which simplified the process of calculating the $12.1 million impairment to goodwill during the fourth quarter of fiscal year 2017. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) . This new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This amendment is effective for annual or interim periods in fiscal years beginning after December 15, 2017, and should be applied prospectively to an award modified on or after the adoption date. The Company adopted this guidance as of January 1, 2018 and will apply this guidance to any modifications, based on the new definition of a modification, for all periods beginning on or after January 1, 2018. During the year ended December 31, 2018, there were no modifications that would impact the Company's consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This new guidance better aligns an entity's risk management activities and financial reporting for hedging relationships through changes to the designation and measurement guidance for qualifying hedging relationships and to the method of presenting hedge results. The amendments in this guidance require an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported, to allow users to better understand the results and costs of an entity's hedging program. This new guidance is effective for fiscal years beginning after December 15, 2019 and early adoption is allowed. The amended presentation and disclosure guidance is required only prospectively, while the measurement guidance should be applied to hedges existing at the time of adoption through a one-time cumulative-effect adjustment to accumulated other comprehensive income with respect to the elimination of the separate measurement of ineffectiveness with a corresponding adjustment to the opening balance of the retained earnings. The Company adopted this guidance on June 1, 2018 using the modified retrospective approach. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements - Recently Issued In February 2016, the FASB issued ASU No. 2016-02, Leases . Since then, the FASB has also issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) : Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which further elaborates on the original ASU No. 2016-02. The new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of its pending adoption of the new standard on its consolidated financial statements, but expects that the adoption will increase its assets and liabilities. The Company's preliminary calculations of the ROU asset to be recognized upon initial adoption amounts to $105.0 million to $120.0 million , and the preliminary calculation of the lease liability amounts to $115.0 million to $130.0 million . In July 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) . The new guidance expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in ASU No. 2018-07 specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards to a non-employee. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contract with Customers . The new guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted, provided the company has already adopted the guidance in Topic 606. A company should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the company is required to measure these nonemployee awards at fair value as of the adoption date. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Building Thirty-five years Software Two to three years Computers and office equipment Three years Furniture and fixtures Five years Leasehold improvements Shorter of useful life or remaining term of the lease |
Contract with Customer, Asset and Liability | The following table provides a reconciliation of the Company's deferred revenue as of December 31, 2018 : Short-term Long-term (in thousands) Balance at December 31, 2017 $ 361,940 $ 90,972 Effect of adoption of ASC 606 to balances at December 31, 2017 20,275 2,882 Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied (370,715 ) — Cash received in advance during the period 827,218 311,758 Recognition of cash received in the period into revenue, as a result of performance obligations satisfied (774,576 ) — Foreign translation impact (1,592 ) (264 ) Reclassification between short-term and long-term 309,208 (309,208 ) Balance at December 31, 2018 $ 371,758 $ 96,140 The Company includes only those incremental costs that would not have been incurred if the contracts had not been entered into: Short-term Long-term (in thousands) Balance at December 31, 2017 $ — $ — Adjustments resulting from adoption of ASC 606 43,408 40,040 Deferred customer acquisition costs incurred in the period 18,671 33,465 Amounts recognized as expense in the period (51,558 ) — Foreign translation impact (121 ) 25 Reclassification between short-term and long-term 31,058 (31,058 ) Balance at December 31, 2018 $ 41,458 $ 42,472 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides the remaining performance obligation amounts as of December 31, 2018 . These amounts are equivalent to the ending deferred revenue balance of $467.9 million , which includes both short and long-term amounts: Web presence Email marketing Domain Total (in thousands) Remaining performance obligation, short-term $ 257,722 $ 55,235 $ 58,801 $ 371,758 Remaining performance obligation, long-term 81,564 — 14,576 96,140 Total $ 339,286 $ 55,235 $ 73,377 $ 467,898 |
Summary of Calculation of Basic and Diluted Net Loss Per Share | For the Year Ended December 31, 2016 2017 2018 (in thousands, except share amounts and per share data) Computation of basic and diluted net income (loss) per share: Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (72,831 ) $ (107,308 ) $ 4,534 Net (loss) income per share attributable to Endurance International Group Holdings, Inc.: Basic $ (0.55 ) $ (0.78 ) $ 0.03 Diluted $ (0.55 ) $ (0.78 ) $ 0.03 Weighted-average number of common shares used in computing net (loss) income per share attributable to Endurance International Group Holdings, Inc.: Basic 133,415,732 137,322,201 142,316,993 Diluted 133,415,732 137,322,201 145,669,760 |
Summary of Weighted Average Potentially Dilutive Shares Excluded From Calculation of Diluted Loss Per Share | The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income (loss) per share because the effect of including such potentially dilutive shares would have been anti-dilutive: For the Year Ended December 31, 2016 2017 2018 Restricted Stock Awards and Units 8,019,241 8,967,840 4,325,516 Options 10,380,991 10,728,795 8,443,928 Total 18,400,232 19,696,635 12,769,444 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of applying Topic 606 as of December 31, 2018 is as follows: For the year ended December 31, 2018 under Topic 606 For the year ended December 31, 2018 under Topic 605 Increase (decrease) Consolidated statement of operations and comprehensive income (loss) data (in thousands) Revenue $ 1,145,291 $ 1,145,883 $ (592 ) Cost of revenue 520,737 520,309 428 Sales and marketing 265,424 266,003 (579 ) As of December 31, 2018 under Topic 606 As of December 31, 2018 under Topic 605 Increase (decrease) Consolidated balance sheet data (in thousands) Prepaid commissions, current portion $ 41,458 $ — $ 41,458 Prepaid commissions, long-term 42,472 — 42,472 Deferred revenue, current 371,758 350,891 20,867 Deferred revenue, long-term 96,140 93,258 2,882 Deferred tax liability—long term 16,457 9,431 7,026 Accumulated deficit (783,584 ) (843,373 ) 59,789 For the year ended December 31, 2018 under Topic 606 For the year ended December 31, 2018 under Topic 605 Increase (decrease) Consolidated statement of cash flow data (in thousands) Net income $ 4,534 $ 4,975 $ (441 ) Change in prepaid expenses and other assets (11,759 ) (11,608 ) (151 ) Change in deferred revenue (6,315 ) (5,723 ) 592 Cash flows from operations 182,552 182,552 — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Deferred Consideration Related to Acquisition | Components of deferred consideration short-term and long-term as of December 31, 2017 , consisted of the following: Short- term Long- term (in thousands) AppMachine (Acquired in 2016) $ 4,365 $ 3,551 Total $ 4,365 $ 3,551 Components of deferred consideration short-term and long-term as of December 31, 2018 , consisted of the following: Short- term Long- term (in thousands) AppMachine (Acquired in 2016) $ 2,425 $ 1,364 Total $ 2,425 $ 1,364 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Basis of Fair Value Measurements | Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Balance at December 31, 2017 Financial assets: Cash equivalents (included in cash and cash equivalents) $ 5,853 — $ 5,853 $ — Interest rate cap (included in other assets) 452 — 452 $ — Total financial assets $ 6,305 $ — $ 6,305 $ — Balance at December 31, 2018 Financial assets: Cash equivalents (included in cash and cash equivalents) $ 7,874 — $ 7,874 $ — Interest rate cap (included in other assets) 2,583 — 2,583 $ — Total financial assets $ 10,457 $ — $ 10,457 $ — |
Summary of Changes in the Financial Liabilities Measured on a Recurring Basis Using Level 3 Inputs | The following table summarizes the changes in the financial liabilities measured on a recurring basis using Level 3 inputs as of December 31, 2017 and 2018 : Amount (in thousands) Financial liabilities measured using Level 3 inputs at December 31, 2016 $ 818 Payment of contingent earn-outs related to 2012 acquisitions (818 ) Financial liabilities measured using Level 3 inputs at December 31, 2017 — Payment of contingent earn-outs related to 2012 acquisitions — Financial liabilities measured using Level 3 inputs at December 31, 2018 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Components of property and equipment consisted of the following: December 31, 2017 December 31, 2018 (in thousands) Land $ 790 $ 790 Building 5,037 7,819 Software 82,618 102,259 Computers and office equipment 153,273 157,396 Furniture and fixtures 18,825 19,258 Leasehold improvements 22,260 20,215 Construction in process 3,800 12,314 Property and equipment—at cost 286,603 320,051 Less accumulated depreciation (191,151 ) (227,776 ) Property and equipment—net $ 95,452 $ 92,275 |
Summary of Software Assets under Capital Lease | As of December 31, 2017 and 2018 , the Company’s software shown in the above table included the software assets under financed equipment was as follows: December 31, 2017 December 31, 2018 (in thousands) Software $ 17,256 $ 16,715 Less accumulated depreciation (2,265 ) (6,221 ) Financed equipment—net $ 14,991 $ 10,494 |
Summary of Future Minimum Lease Payments under Capital Lease | At December 31, 2018 , the expected future minimum lease payments under financed equipment discussed above were approximately as follows: Amount (in thousands) 2019 $ 8,676 2020 — Total minimum lease payments $ 8,676 Less amount representing interest (297 ) Present value of minimum lease payments (financed equipment) $ 8,379 Current portion $ 8,379 Long-term portion $ — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill Balances | The following table summarizes the changes in the Company’s goodwill balances as of December 31, 2017 and 2018 : Web presence Email marketing Domain Total Amount (in thousands) Goodwill balance at December 31, 2016 $ 1,255,604 $ 604,305 $ — $ 1,859,909 Reallocation of goodwill (41,987 ) — 41,987 — Foreign translation impact 2,802 — — 2,802 Impairment — — (12,129 ) (12,129 ) Goodwill balance at December 31, 2017 1,216,419 604,305 29,858 1,850,582 Foreign translation impact (1,517 ) — (1,517 ) Goodwill balance at December 31, 2018 $ 1,214,902 $ 604,305 $ 29,858 $ 1,849,065 |
Summary of Other Intangible Assets | At December 31, 2017 , other intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (dollars in thousands) Developed technology $ 285,911 $ 149,514 $ 136,397 7 years Subscriber relationships 659,732 431,938 227,794 7 years Trade-names 134,054 73,019 61,035 8 years Intellectual property 34,313 27,336 6,977 5 years Domain names available for sale 30,458 7,221 23,237 Indefinite Total December 31, 2017 $ 1,144,468 $ 689,028 $ 455,440 At December 31, 2018 , other intangible assets consisted of the following: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (dollars in thousands) Developed technology $ 284,266 $ 180,914 $ 103,352 7 years Subscriber relationships 659,515 486,518 172,997 7 years Trade-names 134,048 84,617 49,431 8 years Intellectual property 34,263 28,954 5,309 5 years Domain names available for sale 30,981 9,554 21,427 Indefinite Total December 31, 2018 $ 1,143,073 $ 790,557 $ 352,516 |
Summary of Expected Future Amortization of Other Intangible Assets | At December 31, 2018 , the expected future amortization of the other intangible assets, excluding indefinite life and in-process research and development intangibles, was approximately as follows: Year Ending December 31, Amount (in thousands) 2019 $ 83,646 2020 70,486 2021 61,490 2022 37,514 2023 18,679 Thereafter 59,274 Total $ 331,089 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | At December 31, 2017 and 2018 , notes payable, net of original issuance discounts (sometimes referred to as "OID") and deferred financing costs, consisted of the following: At December 31, 2017 2018 (in thousands) 2018 First Lien Term Loan $ — $ 1,470,085 2017 First Lien Term Loan 1,563,197 — Senior Notes 329,048 331,576 Revolving Credit Facilities — — Total Notes Payable 1,892,245 1,801,661 Current portion of Notes Payable 33,945 31,606 Notes Payable - long-term $ 1,858,300 $ 1,770,055 As of December 31, 2017 and 2018 , the Senior Notes had an outstanding balance of: As of December 31, 2017 2018 (in thousands) Senior Notes $ 350,000 $ 350,000 Unamortized deferred financing costs (15,280 ) (13,436 ) Unamortized original issue discounts (5,672 ) (4,988 ) Net Senior Notes 329,048 331,576 Current portion of Senior Notes — — Senior Notes - long term $ 329,048 $ 331,576 As of December 31, 2017 and 2018 , the 2017 Term Loan had an outstanding balance of: At December 31, 2017 2018 (in thousands) 2017 First Lien Term Loan $ 1,605,792 $ — Unamortized deferred financing costs (22,456 ) — Unamortized original issue discount (20,139 ) — Net 2017 First Lien Term Loan 1,563,197 — Current portion of 2017 First Lien Term Loan 33,945 — 2017 First Lien Term Loan - long term $ 1,529,252 $ — As of December 31, 2018 , the 2018 Term Loan had an outstanding balance of: At December 31, 2018 (in thousands) 2018 First Lien Term Loan $ 1,505,002 Unamortized deferred financing costs (18,556 ) Unamortized original issue discount (16,361 ) Net 2018 First Lien Term Loan 1,470,085 Current portion of 2018 First Lien Term Loan 31,606 2018 First Lien Term Loan - long term $ 1,438,479 |
Summary of Maturity of the Notes Payable | The maturity of the notes payable at December 31, 2018 is as follows: Amounts Maturity date as of December 31, (in thousands) 2019 $ 31,606 2020 31,606 2021 31,606 2022 31,606 2023 1,378,578 Thereafter 350,000 Total $ 1,855,002 |
Summary of Interest Rates and Interest Expense | The following table provides a summary of loan interest rates incurred and interest expense for the years ended December 31, 2016 , 2017 and 2018 : For the Year Ended December 31, 2016 2017 2018 (dollars in thousands) Interest rate—LIBOR 4.49%-7.75% 5.14%-6.68% 5.46%-6.44% Interest rate—alternate base 6.75%-8.75% * * Interest rate—Notes 10.875 % 10.875 % 10.875 % Non-refundable fee—unused facility 0.50 % 0.50 % 0.50 % Interest expense and service fees $ 140,470 $ 138,041 $ 136,094 Loss on extinguishment of debt $ — $ 992 $ 331 Deferred financing costs immediately expensed $ — $ 5,487 $ 1,228 Amortization of deferred financing fees $ 6,073 $ 7,316 $ 6,454 Amortization of original issue discounts $ 2,970 $ 3,860 $ 4,305 Amortization of net present value of deferred consideration $ 2,617 $ 632 $ 373 Other interest expense $ 758 $ 814 $ 695 Total interest expense $ 152,888 $ 157,142 $ 149,480 * The Company did not have debt bearing interest based on the alternate base rate for the twelve months ended December 31, 2017 and 2018 . |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Total Stock-Based Compensation Expense | The following table presents total stock-based compensation expense recorded in the consolidated statement of operations and comprehensive income (loss) for all awards granted under the Company’s 2013 Plan and the 2011 Plan: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 5,855 $ 6,135 $ 3,823 Sales and marketing 8,702 8,658 5,418 Engineering and development 5,989 6,090 4,495 General and administrative 37,721 39,118 15,328 Total operating expense $ 58,267 $ 60,001 $ 29,064 |
Stock Incentive Plan | The weighted-average assumptions used to compute stock-based compensation expense for awards granted under the 2013 Stock Incentive Plan during the years ended December 31, 2016 , 2017 and 2018 are as follows: 2016 2017 2018 Risk-free interest rate 1.5 % 2.2 % 2.9 % Expected volatility 53.1 % 50.5 % 47.8 % Expected life (in years) 6.25 6.25 6.00 Expected dividend yield — — — |
Summary of Stock Options | The following table provides a summary of the Company’s stock options as of December 31, 2018 and the stock option activity for all stock options granted under the 2011 Plan during the year ended December 31, 2018 : Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Aggregate Intrinsic Value(3) (In thousands) Outstanding at December 31, 2017 888,260 $ 8.75 Granted — $ — Exercised (110,820 ) $ 6.50 Forfeited (19,016 ) $ 10.82 Canceled (43,320 ) $ 9.39 Outstanding at December 31, 2018 715,104 $ 9.00 3.4 $ 134 Exercisable as of December 31, 2018 573,124 $ 8.86 3.2 $ 134 Expected to vest after December 31, 2018(1) 141,980 $ 9.57 4.3 $ — Exercisable as of December 31, 2018 and expected to vest thereafter(2) 715,104 $ 9.00 3.4 $ 134 (1) This represents the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (2) This represents the number of vested options as of December 31, 2018 plus the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (3) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2018 of $6.65 per share, or the date of exercise, as appropriate, and the exercise price of the underlying options The following table provides a summary of the Company’s stock options as of December 31, 2018 and the stock option activity for all stock options granted under the 2013 Plan during the year ended December 31, 2018 (dollars in thousands except exercise price): Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Aggregate Intrinsic Value(3) Outstanding at December 31, 2017 8,575,150 $ 12.30 Granted 611,010 $ 7.50 Exercised (20,584 ) $ 8.09 Forfeited (314,940 ) $ 12.70 Canceled (1,528,343 ) $ 13.57 Outstanding at December 31, 2018 7,322,293 $ 11.62 4.8 $ — Exercisable as of December 31, 2018 5,681,927 $ 12.34 3.8 $ — Expected to vest after December 31, 2018(1) 1,640,366 $ 9.13 8.3 $ — Exercisable as of December 31, 2018 and expected to vest thereafter(2) 7,322,293 $ 11.62 4.8 $ — (1) This represents the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (2) This represents the number of vested options as of December 31, 2018 plus the number of unvested options outstanding as of December 31, 2018 that are expected to vest in the future. (3) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2018 of $6.65 per share, or the date of exercise, as appropriate, and the exercise price of the underlying options. |
Summary of Restricted Stock Awards and Restricted Stock Units | The following table provides a summary of the Company’s restricted stock unit activity for the 2011 Plan during the year ended December 31, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 1,541,141 $ 8.30 Granted 41,379 $ 7.25 Vested (591,741 ) $ 8.24 Canceled (122,753 ) $ 8.54 Non-vested at December 31, 2018 868,026 $ 8.26 The following table provides a summary of the Company’s restricted stock unit activity for the 2013 Plan during the year ended December 31, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value December 31, 2017 3,004,137 $ 7.93 Granted 3,983,782 $ 7.58 Vested (1,211,367 ) $ 9.07 Canceled (573,293 ) $ 7.75 December 31, 2018 5,203,259 $ 7.69 The following table provides a summary of the Company’s restricted stock award activity for the 2013 Plan during the year ended December 31, 2018 : Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 3,432,946 $ 13.79 Granted — $ — Vested (836,723 ) $ 12.24 Canceled (2,152,976 ) $ 14.82 Non-vested at December 31, 2018 443,247 $ 11.67 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The weighted-average assumptions used to compute stock-based compensation expense for awards granted under the 2011 Stock Incentive Plan during the years ended December 31, 2017 and 2018 are as follows: 2017 2018 Risk-free interest rate 1.98 % * Expected volatility 49.6 % * Expected life (in years) 4.75 * Expected dividend yield — — * There were no stock options granted under the 2011 plan for the year ended December 31, 2018. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss, Net of Tax | The components of accumulated other comprehensive loss, net of tax were as follows: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total (in thousands) Balance at December 31, 2016 $ (2,395 ) $ (1,271 ) $ (3,666 ) Other comprehensive income 3,091 34 3,125 Balance at December 31, 2017 696 (1,237 ) (541 ) Other comprehensive loss (2,233 ) (437 ) (2,670 ) Balance at December 31, 2018 $ (1,537 ) $ (1,674 ) $ (3,211 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue, classified by the major geographic areas in which the Company’s customers are located, was as follows for the year ended December 31, 2018 : Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Domestic $ 405,928 $ 376,974 $ 50,962 $ 833,864 International 199,387 33,078 78,962 311,427 Total $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 The following table presents disaggregated revenues by category for the year ended December 31, 2018 : Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Subscription-based revenue Direct revenue from subscriptions $ 561,583 $ 404,533 $ 52,016 $ 1,018,132 Professional services 13,414 1,373 401 15,188 Reseller revenue 21,587 3,537 51,754 76,878 Total subscription-based revenue $ 596,584 $ 409,443 $ 104,171 $ 1,110,198 Non-subscription-based revenue MDF $ 7,842 $ 609 $ 789 $ 9,240 Premium domains 84 — 20,025 20,109 Domain parking 805 — 4,939 5,744 Total non-subscription-based revenue $ 8,731 $ 609 $ 25,753 $ 35,093 Total revenue: $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes | The following table presents domestic and foreign components of loss before income taxes for the periods presented: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ (137,197 ) $ (117,715 ) $ (52,029 ) Foreign (52,593 ) 540 50,584 Total income (loss) before income taxes $ (189,790 ) $ (117,175 ) $ (1,445 ) |
Components of Income Taxes Benefit and Expenses | The components of the provision (benefit) for income taxes consisted of the following: Year Ended December 31, 2016 2017 2018 (in thousands) Current: U.S. federal $ 328 $ 319 $ (4,000 ) State 744 2,610 2,772 Foreign 2,312 2,597 5,420 Total current provision 3,384 5,526 4,192 Deferred: U.S. federal (44,447 ) (36,854 ) (4,671 ) State (6,225 ) (3,243 ) 236 Foreign (10,037 ) 9,377 10,435 Change in valuation allowance (52,533 ) 7,913 (16,438 ) Total deferred provision (113,242 ) (22,807 ) (10,438 ) Total benefit $ (109,858 ) $ (17,281 ) $ (6,246 ) |
Reconciliation of Statutory Federal Rate | The following table presents a reconciliation of the Company's income tax benefit based on statutory income tax rates and the actual income tax benefit, for the periods presented: Year Ended December 31, 2016 2017 2018 U.S. federal taxes at statutory rate $ (67,103 ) $ (40,973 ) $ (303 ) State income taxes, net of federal benefit (1,781 ) (749 ) 265 Non-deductible stock-based compensation 2,883 9,265 3,906 Non-deductible transaction costs 5,471 — 1,538 Non-taxable loss on redemption of equity interest — — 9,230 Credits (8,847 ) (1,247 ) (5,659 ) Foreign rate differential 8,737 (1,404 ) 369 Change in valuation allowance—U.S. (60,438 ) 18,777 (5,199 ) Change in valuation allowance—foreign 7,905 (10,864 ) (11,239 ) Rate change (768 ) (8,809 ) 694 Foreign attribute - write-off — 9,261 — Permanent differences and other 4,083 9,462 153 Total $ (109,858 ) $ (17,281 ) $ (6,246 ) |
Components of the Company's Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities are as follows: As of December 31, 2017 2018 Deferred income tax assets: Net operating loss carry forward $ 47,098 $ 39,765 Credit carryforward 27,337 33,526 Interest expense limitation carryforward — 14,711 Deferred compensation 215 179 Deferred revenue 19,729 3,752 Other reserves (72 ) 2,549 Stock-based compensation 14,887 11,673 Other, net (327 ) 977 Total deferred income tax assets 108,867 107,132 Deferred income tax liabilities: Purchased intangible assets (47,580 ) (29,855 ) Goodwill (27,922 ) (35,400 ) Property and equipment (9,024 ) (11,183 ) Total deferred income tax liabilities (84,526 ) (76,438 ) Valuation allowance (44,068 ) (47,151 ) Net deferred income tax liabilities $ (19,727 ) $ (16,457 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The Company does not expect a significant change in the liability for unrecognized tax benefits in the next 12 months. Unrecognized tax benefits at December 31, 2017 $ 1,129 Addition for tax positions of prior years 887 Addition for tax positions of current year 2,365 Unrecognized tax benefits at December 31, 2018 $ 4,381 |
Severance and Other Exit Costs
Severance and Other Exit Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity Related to Company's Facilities Exit Costs Accrual | The following table provides a summary of the aggregate activity for the year ended December 31, 2018 related to the Company’s combined severance accrual for the 2018, 2017 and 2016 Restructuring Plans (together, the "Restructuring Plans"): Employee Severance (in thousands) Balance at December 31, 2017 $ 3,668 Severance charges 2,978 Cash paid (6,238 ) Balance at December 31, 2018 $ 408 The following table provides a summary of the aggregate activity for the year ended December 31, 2018 related to the Company’s combined Restructuring Plans facilities exit accrual: Facilities (in thousands) Balance at December 31, 2017 $ 6,005 Facility charges 390 Sublease income 321 Cash paid (2,616 ) Balance at December 31, 2018 $ 4,100 |
Summary of Severance Charges | The following table presents restructuring charges recorded in the consolidated statement of operations and comprehensive income (loss) for the periods presented: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 8,986 $ 4,100 $ 1,385 Sales and marketing 6,550 3,586 110 Engineering and development 4,288 1,469 348 General and administrative 4,400 6,655 1,525 Total restructuring charges $ 24,224 $ 15,810 $ 3,368 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Annual Rental Payments Under these Leases | The following table outlines future minimum annual rental payments under these leases at December 31, 2018 : Year Ending December 31, Amount (in thousands) 2019 $ 20,770 2020 20,629 2021 17,577 2022 14,959 2023 14,606 Thereafter 25,600 Total minimum lease payments $ 114,141 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table includes the revised amounts of related party transactions recorded in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2016 , 2017 and 2018 relating to services provided by IBS under these agreements: For the Year Ended December 31, 2016 2017 2018 (in thousands) Revenue $ (3,100 ) $ (4,250 ) $ (5,450 ) Revenue (contra) 7,500 7,850 7,965 Total related party transaction impact to revenue $ 4,400 $ 3,600 $ 2,515 Cost of revenue 700 675 640 Total related party transaction expense, net $ 5,100 $ 4,275 $ 3,155 The following table includes the amounts of related party transactions recorded in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2016 , 2017 and 2018 relating to services provided by Tregaron and its affiliates under these agreements: For the Year Ended December 31, 2016 2017 2018 (in thousands) Cost of revenue $ 12,200 $ 12,100 $ 14,255 Sales and marketing 500 1,200 755 Engineering and development 1,300 1,300 1,260 General and administrative 300 200 115 Total related party transaction expense $ 14,300 $ 14,800 $ 16,385 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables contain financial information for each reportable segment for the years ended December 31, 2016 , 2017 and 2018 : Year ended December 31, 2016 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 648,732 $ 326,808 $ 135,602 $ 1,111,142 Gross profit 312,067 173,163 41,921 527,151 Net loss (22,161 ) (55,857 ) (3,211 ) (81,229 ) Interest expense, net (2) 68,617 81,469 2,226 152,312 Income tax expense (benefit) (78,901 ) (33,543 ) 2,586 (109,858 ) Depreciation 33,590 23,747 3,023 60,360 Amortization of other intangible assets 72,733 64,679 6,150 143,562 Stock-based compensation 41,481 12,403 4,383 58,267 Restructuring expenses 1,625 22,379 220 24,224 Transaction expenses and charges 31,260 984 40 32,284 Gain of unconsolidated entities (3) (565 ) — — (565 ) Impairment of other long-lived assets (4) 9,039 — — 9,039 Adjusted EBITDA $ 156,718 $ 116,261 $ 15,417 $ 288,396 Year Ended December 31, 2017 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 641,993 $ 401,250 $ 133,624 $ 1,176,867 Gross profit 305,588 254,941 12,408 572,937 Net income (loss) (64,962 ) (10,615 ) (24,207 ) (99,784 ) Interest expense, net (2) 67,491 86,914 2,001 156,406 Income tax expense (benefit) 4,063 5,152 (26,496 ) (17,281 ) Depreciation 37,634 13,912 3,639 55,185 Amortization of other intangible assets 60,277 74,467 5,610 140,354 Stock-based compensation 46,641 6,934 6,426 60,001 Restructuring expenses 9,131 5,581 1,098 15,810 Transaction expenses and charges — 773 — 773 (Gain) loss of unconsolidated entities (110 ) — — (110 ) Impairment of other long-lived assets 600 — 30,860 31,460 SEC investigations reserve 4,323 2,751 926 8,000 Shareholder litigation reserve — — — — Adjusted EBITDA $ 165,088 $ 185,869 $ (143 ) $ 350,814 Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 Gross profit 297,590 288,023 38,941 624,554 Net (loss) income (22,534 ) 38,628 (11,560 ) 4,534 Interest expense, net (2) 70,956 68,317 9,118 148,391 Income tax expense (benefit) (4,961 ) 115 (1,400 ) (6,246 ) Depreciation 32,915 11,497 3,795 48,207 Amortization of other intangible assets 47,020 53,100 3,028 103,148 Stock-based compensation 16,000 9,638 3,426 29,064 Restructuring expenses 2,135 589 644 3,368 Transaction expenses and charges — — — — Gain of unconsolidated entities 267 — — 267 Impairment of other long-lived assets — — — — SEC investigation reserve — — — — Shareholder litigation reserve 4,780 1,500 1,045 7,325 Adjusted EBITDA $ 146,578 $ 183,384 $ 8,096 $ 338,058 (1) Revenue excludes intercompany sales of domain sales and domain services from the domain segment to the web presence segment of $7.6 million , $10.3 million and $10.0 million , for fiscal years 2016 , 2017 and 2018 , respectively. (2) Interest expense includes impact of amortization of deferred financing costs, original issue discounts and interest income. For the years ended December 31, 2017 and 2018 , it also includes $6.5 million and $1.2 million , respectively, of deferred financing costs and OID immediately expensed upon the 2017 Refinancing and 2018 Refinancing. (3) The (gain) loss of unconsolidated entities is reported on a net basis for the years ended December 31, 2017 and 2018 . The year ended December 31, 2016 includes an $11.4 million gain on the Company's investment in WZ UK, Ltd. This gain was generated on January 6, 2016, when the Company increased its ownership stake in WZ UK from 49% to 57.5% , which required a revaluation of its existing investment to its implied fair value. This gain was offset by the following: a loss of $4.8 million on an investment in AppMachine, which was generated on July 27, 2016, when the Company increased its ownership stake in AppMachine from 40% to 100% , which required a revaluation of the existing investment to its implied fair value; a loss of $4.7 million on the impairment of the Company's 33% equity investment in Fortifico Limited; and the Company's proportionate share of net losses from unconsolidated entities of $1.3 million . (4) The impairment of other long-lived assets for the year ended December 31, 2016 includes $7.0 million of impairment charges related to developed and in-process technology related to the Webzai acquisition, and $2.0 million of internally developed software that was abandoned. The impairment of other long-lived assets for the year ended December 31, 2017 includes $13.8 million related to certain domain name intangible assets, $0.6 million to write off a debt investment in a privately held entity, $12.1 million related to impairment of goodwill associated with the domain segment, and $4.9 million related to developed technology and customer relationships associated with the Directi acquisition. Revenue, classified by the major geographic areas in which the Company's customers are located, was as follows: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ 787,915 $ 845,305 $ 833,657 International 323,227 331,562 311,634 Total $ 1,111,142 $ 1,176,867 $ 1,145,291 |
Schedule of Error Corrections and Prior Period Adjustments | The following table reflects the differences between the amounts as reported and the amounts as revised for gross profit, net loss and adjusted EBITDA for the web presence and domain segments for the years ended December 31, 2016 and 2017: Year Ended December 31, 2016 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 309,116 $ 312,067 $ 44,872 $ 41,921 Net loss (24,382 ) (22,161 ) (990 ) (3,211 ) Adjusted EBITDA 153,766 156,718 18,369 15,417 Year Ended December 31, 2017 Web presence Domain (in thousands) (as reported) (as revised) (as reported) (as revised) Gross profit $ 298,687 $ 305,588 $ 19,309 $ 12,408 Net loss (70,375 ) (64,962 ) (18,794 ) (24,207 ) Adjusted EBITDA 158,187 165,088 6,758 (143 ) |
Geographic and Other Informat_2
Geographic and Other Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenues Classified by Major Geographic Areas | The following tables contain financial information for each reportable segment for the years ended December 31, 2016 , 2017 and 2018 : Year ended December 31, 2016 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 648,732 $ 326,808 $ 135,602 $ 1,111,142 Gross profit 312,067 173,163 41,921 527,151 Net loss (22,161 ) (55,857 ) (3,211 ) (81,229 ) Interest expense, net (2) 68,617 81,469 2,226 152,312 Income tax expense (benefit) (78,901 ) (33,543 ) 2,586 (109,858 ) Depreciation 33,590 23,747 3,023 60,360 Amortization of other intangible assets 72,733 64,679 6,150 143,562 Stock-based compensation 41,481 12,403 4,383 58,267 Restructuring expenses 1,625 22,379 220 24,224 Transaction expenses and charges 31,260 984 40 32,284 Gain of unconsolidated entities (3) (565 ) — — (565 ) Impairment of other long-lived assets (4) 9,039 — — 9,039 Adjusted EBITDA $ 156,718 $ 116,261 $ 15,417 $ 288,396 Year Ended December 31, 2017 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 641,993 $ 401,250 $ 133,624 $ 1,176,867 Gross profit 305,588 254,941 12,408 572,937 Net income (loss) (64,962 ) (10,615 ) (24,207 ) (99,784 ) Interest expense, net (2) 67,491 86,914 2,001 156,406 Income tax expense (benefit) 4,063 5,152 (26,496 ) (17,281 ) Depreciation 37,634 13,912 3,639 55,185 Amortization of other intangible assets 60,277 74,467 5,610 140,354 Stock-based compensation 46,641 6,934 6,426 60,001 Restructuring expenses 9,131 5,581 1,098 15,810 Transaction expenses and charges — 773 — 773 (Gain) loss of unconsolidated entities (110 ) — — (110 ) Impairment of other long-lived assets 600 — 30,860 31,460 SEC investigations reserve 4,323 2,751 926 8,000 Shareholder litigation reserve — — — — Adjusted EBITDA $ 165,088 $ 185,869 $ (143 ) $ 350,814 Year Ended December 31, 2018 Web presence Email marketing Domain Total (in thousands) Revenue (1) $ 605,315 $ 410,052 $ 129,924 $ 1,145,291 Gross profit 297,590 288,023 38,941 624,554 Net (loss) income (22,534 ) 38,628 (11,560 ) 4,534 Interest expense, net (2) 70,956 68,317 9,118 148,391 Income tax expense (benefit) (4,961 ) 115 (1,400 ) (6,246 ) Depreciation 32,915 11,497 3,795 48,207 Amortization of other intangible assets 47,020 53,100 3,028 103,148 Stock-based compensation 16,000 9,638 3,426 29,064 Restructuring expenses 2,135 589 644 3,368 Transaction expenses and charges — — — — Gain of unconsolidated entities 267 — — 267 Impairment of other long-lived assets — — — — SEC investigation reserve — — — — Shareholder litigation reserve 4,780 1,500 1,045 7,325 Adjusted EBITDA $ 146,578 $ 183,384 $ 8,096 $ 338,058 (1) Revenue excludes intercompany sales of domain sales and domain services from the domain segment to the web presence segment of $7.6 million , $10.3 million and $10.0 million , for fiscal years 2016 , 2017 and 2018 , respectively. (2) Interest expense includes impact of amortization of deferred financing costs, original issue discounts and interest income. For the years ended December 31, 2017 and 2018 , it also includes $6.5 million and $1.2 million , respectively, of deferred financing costs and OID immediately expensed upon the 2017 Refinancing and 2018 Refinancing. (3) The (gain) loss of unconsolidated entities is reported on a net basis for the years ended December 31, 2017 and 2018 . The year ended December 31, 2016 includes an $11.4 million gain on the Company's investment in WZ UK, Ltd. This gain was generated on January 6, 2016, when the Company increased its ownership stake in WZ UK from 49% to 57.5% , which required a revaluation of its existing investment to its implied fair value. This gain was offset by the following: a loss of $4.8 million on an investment in AppMachine, which was generated on July 27, 2016, when the Company increased its ownership stake in AppMachine from 40% to 100% , which required a revaluation of the existing investment to its implied fair value; a loss of $4.7 million on the impairment of the Company's 33% equity investment in Fortifico Limited; and the Company's proportionate share of net losses from unconsolidated entities of $1.3 million . (4) The impairment of other long-lived assets for the year ended December 31, 2016 includes $7.0 million of impairment charges related to developed and in-process technology related to the Webzai acquisition, and $2.0 million of internally developed software that was abandoned. The impairment of other long-lived assets for the year ended December 31, 2017 includes $13.8 million related to certain domain name intangible assets, $0.6 million to write off a debt investment in a privately held entity, $12.1 million related to impairment of goodwill associated with the domain segment, and $4.9 million related to developed technology and customer relationships associated with the Directi acquisition. Revenue, classified by the major geographic areas in which the Company's customers are located, was as follows: Year Ended December 31, 2016 2017 2018 (in thousands) United States $ 787,915 $ 845,305 $ 833,657 International 323,227 331,562 311,634 Total $ 1,111,142 $ 1,176,867 $ 1,145,291 |
Schedule of Tangible Long-Lived Assets | The following table presents the amount of tangible long-lived assets by geographic area: 2017 2018 (in thousands) United States $ 89,325 $ 87,301 International 6,127 4,974 Total $ 95,452 $ 92,275 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Condensed Income Statement | The following table presents the Company’s unaudited quarterly financial data: For the three months ended March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31, (in thousands, except per share data) Revenue $ 295,137 $ 292,258 $ 295,222 $ 294,250 $ 291,356 $ 287,770 $ 283,770 $ 282,395 Gross profit 146,388 145,675 136,357 144,517 157,450 157,024 154,825 155,255 Income (loss) from operations 13,594 12,647 (1,070 ) 14,660 31,402 37,775 42,618 35,151 Net income (loss) attributable to Endurance International Group Holdings, Inc. $ (35,388 ) $ (39,129 ) $ (40,264 ) $ 7,473 $ (2,528 ) $ 627 $ (6,335 ) $ 12,770 Basic net income (loss) per share attributable to Endurance International Group Holdings, Inc. $ (0.26 ) $ (0.29 ) $ (0.29 ) $ 0.05 $ (0.05 ) $ (0.01 ) $ (0.04 ) $ 0.09 Diluted net income (loss) per share attributable to Endurance International Group Holdings, Inc. $ (0.26 ) $ (0.29 ) $ (0.29 ) $ 0.05 $ (0.05 ) $ (0.01 ) $ (0.04 ) $ 0.09 |
Supplemental Guarantor Financ_2
Supplemental Guarantor Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | 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 December 31, 2018, and supplemental condensed consolidating results of operations and cash flow information for the years ended December 31, 2016, 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 ) 84 18,500 9,703 — 28,275 Total current assets 80 86 116,122 50,855 — 167,143 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 21,374 6,404 — 31,417 Total assets $ 83,005 $ 1,965,572 $ 1,882,805 $ 110,153 $ (1,441,501 ) $ 2,600,034 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 9,532 $ 1,526 — $ 11,058 Accrued expenses and other current liabilities — 24,508 74,257 8,662 — 107,427 Deferred revenue — — 309,395 52,545 — 361,940 Current portion of notes payable — 33,945 — — — 33,945 Current portion of financed equipment — — 7,630 — — 7,630 Deferred consideration, short-term — — 4,365 — — 4,365 Total current liabilities — 58,453 405,179 62,733 — 526,365 Deferred revenue, long-term — — 81,199 9,773 — 90,972 Notes payable — 1,858,300 — — — 1,858,300 Financed equipment—long term — — 7,719 — — 7,719 Deferred consideration — — 3,551 — — 3,551 Other long-term liabilities — (469 ) 30,144 447 — 30,122 Total liabilities — 1,916,284 527,792 72,953 — 2,517,029 Equity 83,005 49,288 1,355,013 37,200 (1,441,501 ) 83,005 Total liabilities and equity $ 83,005 $ 1,965,572 $ 1,882,805 $ 110,153 $ (1,441,501 ) $ 2,600,034 Condensed Consolidating Balance Sheets December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 21 $ 2 $ 61,649 $ 26,972 $ — $ 88,644 Restricted cash — — 1,932 — — 1,932 Accounts receivable — — 10,515 1,690 — 12,205 Prepaid domain name registry fees — — 32,118 24,661 — 56,779 Prepaid commissions — — 40,804 654 — 41,458 Prepaid expenses & other current assets — 422 26,617 8,051 — 35,090 Total current assets 21 424 173,635 62,028 — 236,108 Intercompany receivables, net 34,595 401,342 (321,124 ) (114,813 ) — — Property and equipment, net — — 79,090 13,185 — 92,275 Goodwill — — 1,695,451 153,614 — 1,849,065 Other intangible assets, net — — 351,920 596 — 352,516 Investment in subsidiaries 139,838 1,559,255 53,089 — (1,752,182 ) — Prepaid commissions, net of current portion — — 41,746 726 — 42,472 Other assets — 5,239 22,276 6,556 — 34,071 Total assets $ 174,454 $ 1,966,260 $ 2,096,083 $ 121,892 $ (1,752,182 ) $ 2,606,507 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 11,896 $ 553 $ — $ 12,449 Accrued expenses and other current liabilities — 25,373 76,586 8,224 — 110,183 Deferred revenue — — 322,296 49,462 — 371,758 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 8,379 — — 8,379 Deferred consideration, short-term — — 2,425 — — 2,425 Total current liabilities — 56,979 421,582 58,239 — 536,800 Deferred revenue, long-term — — 85,531 10,609 — 96,140 Notes payable — 1,770,055 — — — 1,770,055 Financed equipment—long term — — — — — — Deferred consideration — — 1,364 — — 1,364 Other long-term liabilities — (612 ) 28,349 (43 ) — 27,694 Total liabilities — 1,826,422 536,826 68,805 — 2,432,053 Equity 174,454 139,838 1,559,257 53,087 (1,752,182 ) 174,454 Total liabilities and equity $ 174,454 $ 1,966,260 $ 2,096,083 $ 121,892 $ (1,752,182 ) $ 2,606,507 |
Condensed Consolidated Statements of Operations and Comprehensive Loss | Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 978,690 $ 133,274 $ (822 ) $ 1,111,142 Cost of revenue — — 496,267 88,753 (1,029 ) 583,991 Gross profit — — 482,423 44,521 207 527,151 Operating expense: Sales & marketing — — 235,988 67,556 (33 ) 303,511 Engineering and development — — 72,922 14,679 — 87,601 General and administrative — 242 128,337 14,516 — 143,095 Transaction expenses — — 32,284 — — 32,284 Total operating expense — 242 469,531 96,751 (33 ) 566,491 Income (loss) from operations — (242 ) 12,892 (52,230 ) 240 (39,340 ) Interest expense and other income, net — 149,512 (3,606 ) 4,544 — 150,450 Income (loss) before income taxes and equity earnings of unconsolidated entities — (149,754 ) 16,498 (56,774 ) 240 (189,790 ) Income tax expense (benefit) — (53,847 ) (55,953 ) (58 ) — (109,858 ) Income (loss) before equity earnings of unconsolidated entities — (95,907 ) 72,451 (56,716 ) 240 (79,932 ) Equity (income) loss of unconsolidated entities, net of tax 73,071 (22,837 ) 58,014 297 (107,248 ) 1,297 Net income (loss) (73,071 ) (73,070 ) 14,437 (57,013 ) 107,488 (81,229 ) Net loss attributable to non-controlling interest — — (8,398 ) — — (8,398 ) Net income (loss) attributable to Endurance $ (73,071 ) $ (73,070 ) $ 22,835 $ (57,013 ) $ 107,488 $ (72,831 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (597 ) — (597 ) Unrealized gain on cash flow hedge — (1,351 ) — — — (1,351 ) Total comprehensive income (loss) $ (73,071 ) $ (74,421 ) $ 22,835 $ (57,610 ) $ 107,488 $ (74,779 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 1,055,013 $ 128,350 $ (6,496 ) $ 1,176,867 Cost of revenue — — 515,065 94,082 (5,217 ) 603,930 Gross profit — — 539,948 34,268 (1,279 ) 572,937 Operating expense: Sales and marketing — — 256,902 20,561 (3 ) 277,460 Engineering and development — — 66,051 12,721 — 78,772 General and administrative — 207 155,339 9,054 (628 ) 163,972 Transaction expenses — — 773 — — 773 Impairment of goodwill — — 12,129 — — 12,129 Total operating expense — 207 491,194 42,336 (631 ) 533,106 Income (loss) from operations — (207 ) 48,754 (8,068 ) (648 ) 39,831 Interest expense and other income —net — 156,144 1,338 (476 ) — 157,006 Income (loss) before income taxes and equity earnings of unconsolidated entities — (156,351 ) 47,416 (7,592 ) (648 ) (117,175 ) Income tax expense (benefit) — (57,504 ) 39,125 1,098 — (17,281 ) Income (loss) before equity earnings of unconsolidated entities — (98,847 ) 8,291 (8,690 ) (648 ) (99,894 ) Equity (income) loss of unconsolidated entities, net of tax 99,137 290 8,581 (17 ) (108,101 ) (110 ) Net income (loss) $ (99,137 ) $ (99,137 ) $ (290 ) $ (8,673 ) $ 107,453 $ (99,784 ) Net income (loss) attributable to non-controlling interest — — 7,524 — — 7,524 Net income (loss) attributable to Endurance International Group Holdings, Inc. (99,137 ) (99,137 ) (7,814 ) (8,673 ) 107,453 (107,308 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 3,091 — 3,091 Unrealized loss on cash flow hedge 34 — — — 34 Total comprehensive income (loss) $ (99,137 ) $ (99,103 ) $ (7,814 ) $ (5,582 ) $ 107,453 $ (104,183 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 1,041,334 $ 109,912 $ (5,955 ) $ 1,145,291 Cost of revenue — — 448,922 77,770 (5,955 ) 520,737 Gross profit — — 592,412 32,142 — 624,554 Operating expense: Sales and marketing — — 251,558 13,866 — 265,424 Engineering and development — — 80,055 7,925 — 87,980 General and administrative (11 ) 227 164,578 (40,590 ) — 124,204 Total operating expense (11 ) 227 496,191 (18,799 ) — 477,608 Income (loss) from operations 11 (227 ) 96,221 50,941 — 146,946 Interest expense and other income —net — 148,411 507 (527 ) — 148,391 Income (loss) before income taxes and equity earnings of unconsolidated entities 11 (148,638 ) 95,714 51,468 — (1,445 ) Income tax expense (benefit) — (35,381 ) 25,257 3,878 — (6,246 ) Income (loss) before equity earnings of unconsolidated entities 11 (113,257 ) 70,457 47,590 — 4,801 Equity (income) loss of unconsolidated entities, net of tax (4,523 ) (117,780 ) (47,321 ) 18 169,873 267 Net income (loss) $ 4,534 $ 4,523 $ 117,778 $ 47,572 $ (169,873 ) $ 4,534 Comprehensive income (loss): Foreign currency translation adjustments — — — (2,233 ) — (2,233 ) Unrealized gain (loss) on cash flow hedge (437 ) — — — (437 ) Total comprehensive income (loss) $ 4,534 $ 4,086 $ 117,778 $ 45,339 $ (169,873 ) $ 1,864 |
Condensed Consolidated Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (71,204 ) $ 256,461 $ (30,296 ) $ — $ 154,961 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (887,937 ) — — (887,937 ) Purchases of property and equipment — — (32,528 ) (4,731 ) — (37,259 ) Cash paid for minority investments — — (5,600 ) — — (5,600 ) Proceeds from sale of property and equipment — — 674 2 — 676 Proceeds from note receivable — — — — — — Proceeds from sale of assets — — — — — — Purchases of intangible assets — — (7 ) (20 ) — (27 ) Net cash used in investing activities — — (925,398 ) (4,749 ) — (930,147 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,110,678 — — — 1,110,678 Repayment of notes payable and revolver — (176,700 ) — — — (176,700 ) Payment of financing costs — (52,561 ) — — — (52,561 ) Payment of deferred consideration — — (50,375 ) (669 ) — (51,044 ) Payment of redeemable non-controlling interest liability — — (33,425 ) — — (33,425 ) Principal payments on financed equipment — — (5,892 ) — — (5,892 ) Proceeds from exercise of stock options 2,564 — — — — 2,564 Capital investments from minority partner — — — 2,776 — 2,776 Intercompany loans and investments (2,573 ) (810,276 ) 778,421 34,428 — — Net cash provided by (used in) financing activities (9 ) 71,141 688,729 36,535 — 796,396 Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 1,610 — 1,610 Net increase (decrease) in cash and cash equivalents and restricted cash (9 ) (63 ) 19,792 3,100 — 22,820 Cash and cash equivalents and restricted cash: Beginning of period 12 67 21,862 12,137 — 34,078 End of period $ 3 $ 4 $ 41,654 $ 15,237 $ — $ 56,898 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 12 $ (82,189 ) $ 284,912 $ (1,462 ) $ — $ 201,273 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (38,731 ) (4,331 ) — (43,062 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — 530 — — 530 Purchases of intangible assets — — (1,932 ) (34 ) — (1,966 ) Net cash used in investing activities — — (40,133 ) (4,365 ) — (44,498 ) 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 — (1,797,634 ) — — — (1,797,634 ) Payment of financing costs — (6,304 ) — — — (6,304 ) Payment of deferred consideration — — (4,550 ) (883 ) — (5,433 ) Payment of redeemable non-controlling interest liability — — (25,000 ) — — (25,000 ) Principal payments on financed equipment — — (7,390 ) — — (7,390 ) Proceeds from exercise of stock options 2,049 — — — — 2,049 Capital investments from minority partner — — — — — — Intercompany loans and investments (1,972 ) 193,118 (192,548 ) 1,402 — — Net cash provided by (used in) financing activities 77 82,187 (229,488 ) 519 — (146,705 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — 2,150 — 2,150 Net increase (decrease) in cash and cash equivalents and restricted cash 89 (2 ) 15,291 (3,158 ) — 12,220 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 92 $ 2 $ 56,945 $ 12,079 $ — $ 69,118 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ (103,123 ) $ 241,362 $ 44,313 $ — $ 182,552 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (45,696 ) (184 ) — (45,880 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — 6 — — 6 Purchases of intangible assets — — (8 ) — — (8 ) Net cash used in investing activities — — (45,698 ) (184 ) — (45,882 ) Cash flows from financing activities: Proceeds from issuance of notes payable and draws on revolver — 1,580,305 — — — 1,580,305 Repayment of notes payable and revolver — (1,681,094 ) — — — (1,681,094 ) Payment of financing costs — (1,580 ) — — — (1,580 ) Payment of deferred consideration — — (4,500 ) — — (4,500 ) Principal payments on financed equipment — — (7,439 ) — — (7,439 ) Proceeds from exercise of stock options 887 — — — — 887 Intercompany loans and investments (958 ) 205,492 (177,089 ) (27,445 ) — — Net cash provided by (used in) financing activities (71 ) 103,123 (189,028 ) (27,445 ) — (113,421 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (1,791 ) — (1,791 ) Net increase (decrease) in cash and cash equivalents and restricted cash (71 ) — 6,636 14,893 — 21,458 Cash and cash equivalents and restricted cash: Beginning of period 92 2 56,945 12,079 — 69,118 End of period $ 21 $ 2 $ 63,581 $ 26,972 $ — $ 90,576 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)reporting_unitsegment | Dec. 31, 2017USD ($)reporting_unit | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | Jul. 27, 2016USD ($) | Apr. 08, 2016 | Dec. 31, 2014 |
Accounting Policies [Line Items] | |||||||||||
Number of reportable segments | segment | 3 | 3 | |||||||||
Capitalized computer software | $ 10,100,000 | $ 10,200,000 | $ 11,800,000 | ||||||||
Impairment of goodwill | 0 | 12,129,000 | 0 | ||||||||
Goodwill | $ 1,849,065,000 | $ 1,850,582,000 | 1,849,065,000 | 1,850,582,000 | 1,859,909,000 | ||||||
Impairment of long lived assets | 0 | 18,731,000 | 9,039,000 | ||||||||
Reserves for refunds and chargebacks | 400,000 | 500,000 | 400,000 | 500,000 | |||||||
Deferred revenue expected to be refunded | 2,200,000 | 1,800,000 | $ 2,200,000 | 1,800,000 | |||||||
Percentage of deferred revenue refunded within same fiscal month | 83.00% | ||||||||||
Percentage of deferred revenue refunded within 45 days | 95.00% | ||||||||||
Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied | $ 370,715,000 | ||||||||||
Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied | 0 | ||||||||||
Sales and marketing costs | 265,424,000 | 277,460,000 | 303,511,000 | ||||||||
Foreign currency transaction gains (losses) | 500,000 | 800,000 | 1,800,000 | ||||||||
Unrecognized tax benefits | 4,381,000 | 1,129,000 | 4,381,000 | 1,129,000 | 0 | ||||||
Penalties and interest expense | 400,000 | 0 | $ 0 | ||||||||
Accumulated deficit | (783,584,000) | (847,501,000) | (783,584,000) | (847,501,000) | |||||||
Deferred tax liabilities | 16,457,000 | 19,727,000 | 16,457,000 | 19,727,000 | |||||||
Fortifico Limited | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Ownership interest | 33.00% | 33.00% | |||||||||
In-process research and development | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | $ 2,200,000 | ||||||||||
Domain Name Intangible Assets | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 13,800,000 | ||||||||||
Impairment of intangible assets (excluding goodwill) | 18,700,000 | ||||||||||
Developed technology and customer relationships | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 4,900,000 | ||||||||||
Constant Contact, Inc. | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 2,000,000 | ||||||||||
Webzai Ltd | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 4,900,000 | ||||||||||
Webzai Ltd | Software Development | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 500,000 | ||||||||||
Webzai Ltd | Developed technology | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 4,400,000 | ||||||||||
Webzai Ltd | In-process research and development | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 1,400,000 | ||||||||||
AppMachine | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Ownership interest | 40.00% | ||||||||||
Goodwill | $ 21,500,000 | ||||||||||
AppMachine | In-process research and development | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of long lived assets | 800,000 | ||||||||||
Impairment of intangible assets (excluding goodwill) | 800,000 | ||||||||||
Email marketing | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of goodwill | 0 | ||||||||||
Goodwill | 604,305,000 | 604,305,000 | 604,305,000 | 604,305,000 | 604,305,000 | ||||||
Contract with customer, asset | 11,900,000 | 11,900,000 | |||||||||
Capitalized contract cost amortization | 4,800,000 | ||||||||||
Domain | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of goodwill | 12,100,000 | ||||||||||
Goodwill | 29,858,000 | 29,858,000 | 29,858,000 | 29,858,000 | 0 | ||||||
Contract with customer, asset | 1,400,000 | 1,400,000 | |||||||||
Capitalized contract cost amortization | 500,000 | ||||||||||
Web presence | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of goodwill | 0 | ||||||||||
Goodwill | 1,214,902,000 | 1,216,419,000 | 1,214,902,000 | $ 1,216,419,000 | 1,255,604,000 | ||||||
Contract with customer, asset | 70,600,000 | 70,600,000 | |||||||||
Capitalized contract cost amortization | 46,300,000 | ||||||||||
Domain Monetization | Domain | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Impairment of goodwill | $ 12,100,000 | $ 12,100,000 | |||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Deferred revenue | $ 23,100,000 | ||||||||||
Sales and marketing costs | (579,000) | ||||||||||
Accumulated deficit | $ 59,789,000 | $ 59,789,000 | 59,400,000 | ||||||||
Deferred customer acquisition costs | 83,400,000 | ||||||||||
Deferred domain registration costs | 6,100,000 | ||||||||||
Deferred tax liabilities | $ 7,000,000 | ||||||||||
Measurement Input, Discount Rate | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Discount rate | 0.10 | 0.100 | 0.10 | 0.100 | |||||||
Reclassification of Expenses Between Segments | EBITDA | Domain | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Reclassification between segments | $ 6,900,000 | 3,000,000 | |||||||||
Reclassification of Expenses Between Segments | EBITDA | Web presence | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Reclassification between segments | (6,900,000) | (3,000,000) | |||||||||
Reclassification of Expenses Between Segments | Gross Profit | Domain | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Reclassification between segments | 6,900,000 | 3,000,000 | |||||||||
Reclassification of Expenses Between Segments | Gross Profit | Web presence | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Reclassification between segments | $ (6,900,000) | $ (3,000,000) | |||||||||
Web Hosting | Minimum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Contract term | 30 days | ||||||||||
Web Hosting | Maximum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Contract term | 3 years | ||||||||||
Web Hosting | Weighted Average | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Contract term | 1 year | ||||||||||
Scenario, Forecast | Minimum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Right-of-use asset | $ 105,000,000 | ||||||||||
Lease liability | 115,000,000 | ||||||||||
Scenario, Forecast | Maximum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Right-of-use asset | 120,000,000 | ||||||||||
Lease liability | $ 130,000,000 | ||||||||||
Reporting Units With Goodwill Allocated | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 7 | ||||||||||
Reporting Units With No Goodwill Allocated | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 3 | ||||||||||
Reporting Units With Goodwill And No Impairment | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 6 | ||||||||||
Reporting Units Representing 95% Of Goodwill | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 3 | ||||||||||
Reporting Units Representing 3% Of Goodwill | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 2 | ||||||||||
Goodwill | $ 64,200,000 | $ 64,200,000 | |||||||||
Reporting Units Representing 2% Of Goodwill | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 1 | ||||||||||
Reporting Units Representing 2% Of Goodwill | Measurement Input, Discount Rate | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Discount rate | 0.17 | 0.17 | |||||||||
Reporting Units Whose Fair Value Exceeds Carrying Value By 20% | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Fair value in excess of carrying value | 20.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 35 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 2 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Computers and office equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Changes in Deferred Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Short-term | |
Balance at December 31, 2017 | $ 361,940 |
Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied | (370,715) |
Cash received in advance during the period | 827,218 |
Recognition of cash received in the period into revenue, as a result of performance obligations satisfied | (774,576) |
Foreign translation impact | (1,592) |
Reclassification between short-term and long-term | 309,208 |
Balance at December 31, 2018 | 371,758 |
Long-term | |
Balance at December 31, 2017 | 90,972 |
Effect of adoption of ASC 606 to balances at December 31, 2017 | 90,972 |
Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied | 0 |
Cash received in advance during the period | 311,758 |
Recognition of cash received in the period into revenue, as a result of performance obligations satisfied | 0 |
Foreign translation impact | (264) |
Reclassification between short-term and long-term | (309,208) |
Balance at December 31, 2018 | 96,140 |
Effect of adoption of ASC 606 to balances at December 31, 2017 | Accounting Standards Update 2014-09 | |
Short-term | |
Balance at December 31, 2017 | 20,275 |
Balance at December 31, 2018 | 20,867 |
Long-term | |
Balance at December 31, 2017 | 2,882 |
Effect of adoption of ASC 606 to balances at December 31, 2017 | 2,882 |
Balance at December 31, 2018 | $ 2,882 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 371,758 |
Expected timing of performance obligation satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 96,140 |
Expected timing of performance obligation satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 467,898 |
Web presence | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 257,722 |
Expected timing of performance obligation satisfaction | 1 year |
Web presence | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 81,564 |
Expected timing of performance obligation satisfaction | |
Web presence | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 339,286 |
Email marketing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 55,235 |
Expected timing of performance obligation satisfaction | 1 year |
Email marketing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Expected timing of performance obligation satisfaction | |
Email marketing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 55,235 |
Domain | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 58,801 |
Expected timing of performance obligation satisfaction | 1 year |
Domain | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 14,576 |
Expected timing of performance obligation satisfaction | |
Domain | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 73,377 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Customer Acquisition Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Short-term | |
Balance at December 31, 2017 | $ 0 |
Adjustments resulting from adoption of ASC 606 | 0 |
Deferred customer acquisition costs incurred in the period | 18,671 |
Amounts recognized as expense in the period | (51,558) |
Foreign translation impact | (121) |
Reclassification between short-term and long-term | 31,058 |
Balance at December 31, 2018 | 41,458 |
Long-term | |
Balance at December 31, 2017 | 0 |
Adjustments resulting from adoption of ASC 606 | 0 |
Deferred customer acquisition costs incurred in the period | 33,465 |
Amounts recognized as expense in the period | 0 |
Foreign translation impact | 25 |
Reclassification between short-term and long-term | (31,058) |
Balance at December 31, 2018 | 42,472 |
Accounting Standards Update 2014-09 | Effect of adoption of ASC 606 to balances at December 31, 2017 | |
Short-term | |
Balance at December 31, 2017 | 43,408 |
Adjustments resulting from adoption of ASC 606 | 43,408 |
Balance at December 31, 2018 | 41,458 |
Long-term | |
Balance at December 31, 2017 | 40,040 |
Adjustments resulting from adoption of ASC 606 | 40,040 |
Balance at December 31, 2018 | $ 42,472 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||||||||||
Non-controlling interest accretion | $ 12,770 | $ (6,335) | $ 627 | $ (2,528) | $ 7,473 | $ (40,264) | $ (39,129) | $ (35,388) | $ 4,534 | $ (107,308) | $ (72,831) |
Net (loss) income per share attributable to Endurance International Group Holdings, Inc.: | |||||||||||
Basic (in usd per share) | $ 0.09 | $ (0.04) | $ (0.01) | $ (0.05) | $ 0.05 | $ (0.29) | $ (0.29) | $ (0.26) | $ 0.03 | $ (0.78) | $ (0.55) |
Diluted (in usd per share) | $ 0.09 | $ (0.04) | $ (0.01) | $ (0.05) | $ 0.05 | $ (0.29) | $ (0.29) | $ (0.26) | $ 0.03 | $ (0.78) | $ (0.55) |
Weighted-average number of common shares used in computing net (loss) income per share attributable to Endurance International Group Holdings, Inc. | |||||||||||
Basic (in shares) | 142,316,993 | 137,322,201 | 133,415,732 | ||||||||
Diluted (in shares) | 145,669,760 | 137,322,201 | 133,415,732 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,769,444 | 19,696,635 | 18,400,232 |
Restricted Stock Awards and Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,325,516 | 8,967,840 | 8,019,241 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,443,928 | 10,728,795 | 10,380,991 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Effects of Topic 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Consolidated balance sheet data | ||||||||||||
Prepaid commissions | $ 41,458 | $ 0 | $ 41,458 | $ 0 | ||||||||
Adjustments resulting from adoption of ASC 606 | 42,472 | 0 | 42,472 | 0 | ||||||||
Deferred revenue | 371,758 | 361,940 | 371,758 | 361,940 | ||||||||
Long-term deferred revenue | 96,140 | 90,972 | 96,140 | 90,972 | ||||||||
Deferred tax liability—long term | 16,457 | 19,696 | 16,457 | 19,696 | ||||||||
Accumulated deficit | (783,584) | (847,501) | (783,584) | (847,501) | ||||||||
Consolidated statement of operations and comprehensive income (loss) data | ||||||||||||
Revenue | 282,395 | $ 283,770 | $ 287,770 | $ 291,356 | 294,250 | $ 295,222 | $ 292,258 | $ 295,137 | 1,145,291 | 1,176,867 | $ 1,111,142 | |
Cost of revenue | 520,737 | 603,930 | 583,991 | |||||||||
Sales and marketing | 265,424 | 277,460 | 303,511 | |||||||||
Prepaid commissions, current portion | ||||||||||||
Net (loss) income | 4,534 | (99,784) | (81,229) | |||||||||
Change in prepaid expenses and other assets | (11,759) | 5,435 | (4,932) | |||||||||
Deferred revenue | (6,315) | 8,235 | 54,366 | |||||||||
Net cash provided by (used in) operating activities | 182,552 | 201,273 | $ 154,961 | |||||||||
For the year ended December 31, 2018 under Topic 605 | ||||||||||||
Consolidated balance sheet data | ||||||||||||
Prepaid commissions | 0 | 0 | ||||||||||
Adjustments resulting from adoption of ASC 606 | 0 | 0 | ||||||||||
Deferred revenue | 350,891 | 350,891 | ||||||||||
Long-term deferred revenue | 93,258 | 93,258 | ||||||||||
Deferred tax liability—long term | 9,431 | 9,431 | ||||||||||
Accumulated deficit | (843,373) | (843,373) | ||||||||||
Consolidated statement of operations and comprehensive income (loss) data | ||||||||||||
Revenue | 1,145,883 | |||||||||||
Cost of revenue | 520,309 | |||||||||||
Sales and marketing | 266,003 | |||||||||||
Prepaid commissions, current portion | ||||||||||||
Net (loss) income | 4,975 | |||||||||||
Change in prepaid expenses and other assets | (11,608) | |||||||||||
Deferred revenue | (5,723) | |||||||||||
Net cash provided by (used in) operating activities | 182,552 | |||||||||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||||||||
Consolidated balance sheet data | ||||||||||||
Prepaid commissions | 41,458 | 43,408 | 41,458 | 43,408 | ||||||||
Adjustments resulting from adoption of ASC 606 | 42,472 | 40,040 | 42,472 | 40,040 | ||||||||
Deferred revenue | 20,867 | 20,275 | 20,867 | 20,275 | ||||||||
Long-term deferred revenue | 2,882 | $ 2,882 | 2,882 | $ 2,882 | ||||||||
Deferred tax liability—long term | 7,026 | 7,026 | ||||||||||
Accumulated deficit | $ 59,789 | 59,789 | $ 59,400 | |||||||||
Consolidated statement of operations and comprehensive income (loss) data | ||||||||||||
Revenue | (592) | |||||||||||
Cost of revenue | 428 | |||||||||||
Sales and marketing | (579) | |||||||||||
Prepaid commissions, current portion | ||||||||||||
Net (loss) income | (441) | |||||||||||
Change in prepaid expenses and other assets | (151) | |||||||||||
Deferred revenue | 592 | |||||||||||
Net cash provided by (used in) operating activities | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2017 | Jul. 27, 2016 | Feb. 09, 2016 | Jan. 06, 2016 | Oct. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Jul. 07, 2017 | Aug. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||
Equity loss (income) of unconsolidated entities, net of tax | $ 267 | $ (110) | $ 1,297 | |||||||||
Goodwill | 1,849,065 | 1,850,582 | 1,859,909 | $ 1,859,909 | ||||||||
Interest expense | $ 149,480 | $ 157,142 | $ 152,888 | |||||||||
WZ (UK) Ltd. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Investments | $ 3,900 | |||||||||||
Ownership interest | 57.50% | 86.40% | 86.40% | 49.00% | ||||||||
Redeemable noncontrolling interest, equity, fair value | $ 10,800 | |||||||||||
Estimated aggregate purchase price | $ 25,000 | 22,200 | $ 33,400 | |||||||||
Equity loss (income) of unconsolidated entities, net of tax | (11,400) | |||||||||||
Goodwill | 21,600 | |||||||||||
Property and equipment | 300 | |||||||||||
Deferred revenue | 3,300 | |||||||||||
Negative net working capital | 1,300 | |||||||||||
Value expected to be paid on exercise of option | 30,000 | |||||||||||
Noncontrolling interest, ownership percentage | 13.60% | 13.60% | ||||||||||
WZ (UK) Ltd. | Subscriber relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | $ 4,900 | |||||||||||
Constant Contact, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated aggregate purchase price | $ 1,100,000 | $ 1,100,000 | ||||||||||
Property and equipment | 39,600 | |||||||||||
Deferred revenue | 25,200 | |||||||||||
Issuance of common stock (in USD per share) | $ 32 | |||||||||||
Goodwill related to acquisitions | 604,300 | |||||||||||
Working capital | 184,200 | |||||||||||
Deferred tax liabilities | 125,100 | |||||||||||
Constant Contact, Inc. | Subscriber relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | 263,000 | |||||||||||
Constant Contact, Inc. | Developed technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | 83,000 | |||||||||||
Constant Contact, Inc. | Trade-names | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | $ 52,000 | |||||||||||
AppMachine | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Investments | $ 15,200 | |||||||||||
Ownership interest | 40.00% | |||||||||||
Estimated aggregate purchase price | $ 22,500 | |||||||||||
Goodwill | 21,500 | |||||||||||
Property and equipment | 600 | |||||||||||
Deferred revenue | $ 200 | |||||||||||
Percentage of additional stake acquired | 60.00% | 60.00% | ||||||||||
Working capital | $ 400 | |||||||||||
Periodic payment on equity method investment, percentage | 20.00% | |||||||||||
Percentage of stock ownership | 100.00% | |||||||||||
Cash paid | $ 5,500 | |||||||||||
Deferred consideration | $ 17,000 | |||||||||||
Acquisition payment period | 4 years | |||||||||||
Net present value of remaining consideration | $ 11,500 | |||||||||||
Interest expense | 1,500 | |||||||||||
Acquisition related costs | 4,000 | |||||||||||
Recognized loss due to fair value of investment | 4,900 | |||||||||||
Purchase price | 25,700 | |||||||||||
Deferred consideration payable | 13,000 | |||||||||||
Carrying value of investment | 13,600 | |||||||||||
Other liabilities | 100 | |||||||||||
AppMachine | Subscriber relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | 100 | |||||||||||
AppMachine | Developed technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | 1,700 | |||||||||||
AppMachine | In-process research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Long-lived intangible assets | $ 1,700 |
Acquisitions - Summary of Defer
Acquisitions - Summary of Deferred Consideration Related to Acquisition (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Short- term | $ 2,425 | $ 4,365 |
Long- term | 1,364 | 3,551 |
AppMachine (Acquired in 2016) | ||
Business Acquisition [Line Items] | ||
Short- term | 2,425 | 4,365 |
Long- term | $ 1,364 | $ 3,551 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Fair Value, Measurements, Recurring - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment of contingent earn-out related to acquisition | $ 0 | $ 818 |
Mojoness Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment of contingent earn-out related to acquisition | $ 800 |
Fair Value Measurements - Basis
Fair Value Measurements - Basis of Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial assets: | ||
Cash equivalents (included in cash and cash equivalents) | $ 7,874 | $ 5,853 |
Interest rate cap (included in other assets) | 2,583 | 452 |
Total financial assets | 10,457 | 6,305 |
Significant Other Observable Inputs (Level 2) | ||
Financial assets: | ||
Cash equivalents (included in cash and cash equivalents) | 7,874 | 5,853 |
Interest rate cap (included in other assets) | 2,583 | 452 |
Total financial assets | $ 10,457 | $ 6,305 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Financial Liabilities Measured on a Recurring Basis Using Level 3 Inputs (Detail) - Significant Unobservable Inputs (Level 3) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Financial liabilities measured using Level 3 inputs , Opening balance | $ 0 | $ 818 |
Payment of contingent earn-out related to 22012 and 2014 acquisitions | 0 | (818) |
Financial liabilities measured using Level 3 inputs, Ending balance | $ 0 | $ 0 |
Derivatives And Hedging Activ_2
Derivatives And Hedging Activities - Additional Information (Detail) | Dec. 09, 2015 | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)agreement | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Interest expense | $ 149,480,000 | $ 157,142,000 | $ 152,888,000 | |||
Unrealized gain (loss) on cash flow hedge | (437,000) | 34,000 | (1,351,000) | |||
Unrealized gain (loss) arising during period, tax | 137,000 | 11,000 | $ 792,000 | |||
Ineffectiveness recorded in earnings | 0 | |||||
Interest Rate Cap Entered Into December 2015 | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Interest rate cap agreement period | 3 years | |||||
Interest Rate Cap Entered Into December 2015 | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative gain to be reclassified as increase to interest expense in the next twelve months | (100,000) | |||||
Interest Rate Cap Entered Into June 2018 | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Interest rate cap agreement period | 3 years | |||||
Derivative asset at fair value | 2,000,000 | |||||
Interest Rate Cap Entered Into June 2018 | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative gain to be reclassified as increase to interest expense in the next twelve months | $ (1,800,000) | |||||
Cash Flow Hedging | Interest Rate Cap | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Number of interest rate cap agreements | agreement | 2 | |||||
Cash Flow Hedging | Interest Rate Cap Entered Into December 2015 | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Notional amount outstanding | $ 500,000,000 | |||||
Interest expense | $ 1,900,000 | 600,000 | ||||
Cash Flow Hedging | Interest Rate Cap Entered Into December 2015 | Designated as Hedging Instrument | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized gain (loss) on cash flow hedge | 2,100,000 | |||||
Unrealized gain (loss) arising during period, tax | 500,000 | 0 | ||||
Recognized gain | 0 | |||||
Cash Flow Hedging | Interest Rate Cap Entered Into June 2018 | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Notional amount outstanding | $ 800,000,000 | |||||
Cash Flow Hedging | Interest Rate Cap Entered Into June 2018 | Designated as Hedging Instrument | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized gain (loss) on cash flow hedge | (2,700,000) | |||||
Unrealized gain (loss) arising during period, tax | 600,000 | |||||
Cash Flow Hedging | Interest Rate Cap Entered Into June 2018 | Reclassification out of Accumulated Other Comprehensive Income | Designated as Hedging Instrument | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Interest expense | 900,000 | |||||
Fair Value, Measurements, Recurring | Interest Rate Cap Entered Into December 2015 | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative asset at fair value | $ 500,000 | $ 500,000 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | $ 320,051 | $ 286,603 |
Less accumulated depreciation | (227,776) | (191,151) |
Property and equipment—net | 92,275 | 95,452 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 790 | 790 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 7,819 | 5,037 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 102,259 | 82,618 |
Computers and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 157,396 | 153,273 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 19,258 | 18,825 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | 20,215 | 22,260 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment—at cost | $ 12,314 | $ 3,800 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 48,207 | $ 55,185 | $ 60,360 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Term of lease | 24 months | 24 months | |
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Term of lease | 39 months | 39 months |
Property and Equipment - Summar
Property and Equipment - Summary of Software Assets under Capital Lease (Detail) - Software - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Software | $ 16,715 | $ 17,256 |
Less accumulated depreciation | (6,221) | (2,265) |
Financed equipment—net | $ 10,494 | $ 14,991 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Future Minimum Lease Payments under Capital Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
2,019 | $ 8,676 | |
2,020 | 0 | |
Total minimum lease payments | 8,676 | |
Less amount representing interest | (297) | |
Present value of minimum lease payments (financed equipment) | 8,379 | |
Current portion | 8,379 | $ 7,630 |
Long-term portion | $ 0 | $ 7,719 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Goodwill Balances (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 1,850,582,000 | $ 1,859,909,000 | |
Reallocation of goodwill | 0 | ||
Foreign translation impact | (1,517,000) | 2,802,000 | |
Impairment | 0 | (12,129,000) | $ 0 |
Goodwill, ending balance | 1,849,065,000 | 1,850,582,000 | 1,859,909,000 |
Web presence | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,216,419,000 | 1,255,604,000 | |
Reallocation of goodwill | (41,987,000) | ||
Foreign translation impact | (1,517,000) | 2,802,000 | |
Impairment | 0 | ||
Goodwill, ending balance | 1,214,902,000 | 1,216,419,000 | 1,255,604,000 |
Email marketing | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 604,305,000 | 604,305,000 | |
Reallocation of goodwill | 0 | ||
Foreign translation impact | 0 | 0 | |
Impairment | 0 | ||
Goodwill, ending balance | 604,305,000 | 604,305,000 | 604,305,000 |
Domain | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 29,858,000 | 0 | |
Reallocation of goodwill | 41,987,000 | ||
Foreign translation impact | 0 | ||
Impairment | (12,100,000) | ||
Goodwill, ending balance | $ 29,858,000 | $ 29,858,000 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 0 | $ 12,129,000 | $ 0 |
Amortization of other intangible assets from acquisitions | 103,148,000 | 140,354,000 | 143,562,000 |
Domain Name Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets (excluding goodwill) | 18,700,000 | ||
Domain | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | 12,100,000 | ||
Amortization of other intangible assets from acquisitions | $ 3,028,000 | $ 5,610,000 | $ 6,150,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,143,073 | $ 1,144,468 |
Accumulated Amortization | 790,557 | 689,028 |
Net Carrying Amount | 352,516 | 455,440 |
Domain names available for sale | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,981 | 30,458 |
Accumulated Amortization | 9,554 | 7,221 |
Net Carrying Amount | $ 21,427 | $ 23,237 |
Weighted Average Useful Life | Indefinite | Indefinite |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 284,266 | $ 285,911 |
Accumulated Amortization | 180,914 | 149,514 |
Net Carrying Amount | $ 103,352 | $ 136,397 |
Weighted Average Useful Life | 7 years | 7 years |
Subscriber relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 659,515 | $ 659,732 |
Accumulated Amortization | 486,518 | 431,938 |
Net Carrying Amount | $ 172,997 | $ 227,794 |
Weighted Average Useful Life | 7 years | 7 years |
Trade-names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 134,048 | $ 134,054 |
Accumulated Amortization | 84,617 | 73,019 |
Net Carrying Amount | $ 49,431 | $ 61,035 |
Weighted Average Useful Life | 8 years | 8 years |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 34,263 | $ 34,313 |
Accumulated Amortization | 28,954 | 27,336 |
Net Carrying Amount | $ 5,309 | $ 6,977 |
Weighted Average Useful Life | 5 years | 5 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Expected Future Amortization of Other Intangible Assets (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 83,646 |
2,020 | 70,486 |
2,021 | 61,490 |
2,022 | 37,514 |
2,023 | 18,679 |
Thereafter | 59,274 |
Total | $ 331,089 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
May 31, 2014 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 08, 2016 | Mar. 03, 2016 | Jan. 06, 2016 | Aug. 31, 2014 | Jan. 31, 2012 | |
Schedule of Investments [Line Items] | ||||||||||
Investments | $ 15,000 | $ 15,000 | $ 15,267 | |||||||
Accounts payable | $ 12,449 | 12,449 | 11,058 | |||||||
Loss of unconsolidated entities | $ 267 | $ (110) | $ 1,297 | |||||||
Voting interest | 20.00% | 20.00% | ||||||||
Proportionate share exceed of the company's consolidated assets or income | 10.00% | |||||||||
Bluezone Labs, LLC | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Investments | $ 300 | |||||||||
Ownership interest | 25.00% | |||||||||
Purchase of products and services | $ 1,000 | $ 1,700 | ||||||||
Accounts payable | $ 0 | 0 | 100 | |||||||
Prepaid expense | $ 0 | $ 0 | 700 | |||||||
WZ UK Ltd. | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Ownership interest | 57.50% | 49.00% | ||||||||
Web and Money Management Solution | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Interest note receivable | $ 600 | |||||||||
Impairment on the remaining investment | $ 600 | |||||||||
Fortifico Limited | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Investments | $ 5,000 | |||||||||
Ownership interest | 33.00% | 33.00% | ||||||||
Impairment on the remaining investment | $ 4,700 | |||||||||
Minimum | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Voting interest | 20.00% | 20.00% | ||||||||
Minimum | WZ UK Ltd. | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Proportionate share of company's income from continuing operations | 20.00% | 20.00% | ||||||||
Maximum | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Voting interest | 50.00% | 50.00% | ||||||||
Automattic | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Investment made on asset | $ 15,000 | |||||||||
Percentage of outstanding shares invested | 5.00% | |||||||||
Web presence | Bluezone Labs, LLC | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Impairment on the remaining investment | $ 300 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt [Line Items] | ||
Total Notes Payable | $ 1,801,661 | $ 1,892,245 |
Current portion of Notes Payable | 31,606 | 33,945 |
Notes Payable - long-term | 1,770,055 | 1,858,300 |
2018 First Lien Term Loan | ||
Long-Term Debt [Line Items] | ||
Total Notes Payable | 1,470,085 | 0 |
Current portion of Notes Payable | 31,606 | |
Notes Payable - long-term | 1,438,479 | |
2017 First Lien Term Loan | ||
Long-Term Debt [Line Items] | ||
Total Notes Payable | 0 | 1,563,197 |
Current portion of Notes Payable | 0 | 33,945 |
Notes Payable - long-term | 0 | 1,529,252 |
Senior Notes | ||
Long-Term Debt [Line Items] | ||
Total Notes Payable | 331,576 | 329,048 |
Current portion of Notes Payable | 0 | 0 |
Notes Payable - long-term | 331,576 | 329,048 |
Revolving Credit Facilities | ||
Long-Term Debt [Line Items] | ||
Total Notes Payable | $ 0 | $ 0 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | Jun. 20, 2018USD ($) | Jun. 14, 2017USD ($) | Feb. 09, 2016USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)repaymentprepayment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 30, 2017USD ($) | Feb. 29, 2016USD ($) |
Long-Term Debt [Line Items] | |||||||||
Mandatory repayments on term loan | $ 1,681,094,000 | $ 1,797,634,000 | $ 55,200,000 | ||||||
Interest expense, net (including impact of amortization of deferred financing costs and original issuance discount) | 149,480,000 | 157,142,000 | 152,888,000 | ||||||
Interest expense and service fees | 136,094,000 | 138,041,000 | 140,470,000 | ||||||
Financing costs expensed | $ 1,228,000 | $ 5,487,000 | $ 0 | ||||||
Revolving Credit Facility | |||||||||
Long-Term Debt [Line Items] | |||||||||
Aggregate principal amount not to exceed | $ 165,000,000 | $ 165,000,000 | |||||||
Line of credit facility, commitment fee percent | 0.50% | ||||||||
2017 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Original loan balance | $ 1,697,300,000 | ||||||||
LIBOR based interest rate reduced | 4.00% | ||||||||
Debt instrument reference rate | 3.00% | ||||||||
Greater of the LIBOR rate | 1.00% | ||||||||
Adjusted LIBOR rate | 2.00% | ||||||||
Number of mandatory repayments | repayment | 1 | ||||||||
Mandatory repayments on term loan | $ 1,580,300,000 | $ 8,500,000 | |||||||
Number of voluntary prepayments | prepayment | 1 | ||||||||
Voluntary prepayments | $ 17,000,000 | ||||||||
Debt instrument issue price as percent of face value | 99.75% | ||||||||
Capitalized original issue discounts | 4,200,000 | ||||||||
Deferred financing costs | 900,000 | ||||||||
Interest expense and service fees | $ 1,000,000 | ||||||||
2018 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Original loan balance | $ 1,580,300,000 | ||||||||
LIBOR based interest rate reduced | 3.75% | ||||||||
Debt instrument reference rate | 2.75% | ||||||||
Greater of the LIBOR rate | 1.00% | ||||||||
Adjusted LIBOR rate | 2.00% | ||||||||
Number of mandatory repayments | repayment | 3 | ||||||||
Mandatory repayments on term loan | $ 7,900,000 | ||||||||
Number of voluntary prepayments | prepayment | 3 | ||||||||
Voluntary prepayments | $ 51,600,000 | ||||||||
Deferred financing costs | $ 400,000 | ||||||||
Interest expense and service fees | 300,000 | ||||||||
Financing costs expensed | 1,200,000 | ||||||||
LIBOR Based Interest Rate Loan | Revolving Credit Facility | |||||||||
Long-Term Debt [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Debt instrument reference rate | 4.00% | ||||||||
Greater of the LIBOR rate | 3.00% | ||||||||
LIBOR Based Interest Rate Loan | Extended Revolving Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Debt instrument reference rate | 3.25% | ||||||||
Alternate Base Rate Loan | Extended Revolving Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Greater of the LIBOR rate | 2.25% | ||||||||
Senior Notes | |||||||||
Long-Term Debt [Line Items] | |||||||||
Original loan balance | $ 350,000,000 | 350,000,000 | |||||||
Debt instrument issue price as percent of par value | 98.065% | ||||||||
Interest rate—Notes | 10.875% | 10.875% | 10.875% | 10.875% | |||||
Senior notes | $ 350,000,000 | $ 350,000,000 | |||||||
Debt instrument issue price | 101.00% | ||||||||
2016 Revolver Commitments Maturing February 2021 | Revolving Credit Facility | |||||||||
Long-Term Debt [Line Items] | |||||||||
Aggregate principal amount not to exceed | 58,800,000 | ||||||||
2016 Revolver Commitments Maturing June 2023 | Revolving Credit Facility | |||||||||
Long-Term Debt [Line Items] | |||||||||
Aggregate principal amount not to exceed | $ 106,200,000 | ||||||||
London Interbank Offered Rate (LIBOR) | 2017 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
London Interbank Offered Rate (LIBOR) | 2018 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
London Interbank Offered Rate (LIBOR) | LIBOR Based Interest Rate Loan | Revolving Credit Facility | |||||||||
Long-Term Debt [Line Items] | |||||||||
Greater of the LIBOR rate | 1.00% | ||||||||
Federal Funds Effective Swap Rate | 2017 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Federal Funds Effective Swap Rate | 2018 First Lien Term Loan | |||||||||
Long-Term Debt [Line Items] | |||||||||
Basis spread on variable rate | 0.50% |
Notes Payable - Schedule of Fir
Notes Payable - Schedule of First Lien Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt [Line Items] | ||
Notes payable, gross | $ 1,855,002 | |
Unamortized deferred financing costs | (21,349) | $ (25,811) |
Unamortized original issue discount | (31,992) | (37,736) |
Net notes payable | 1,801,661 | 1,892,245 |
Current portion of Notes Payable | 31,606 | 33,945 |
Notes Payable - long-term | 1,770,055 | 1,858,300 |
2018 First Lien Term Loan | ||
Long-Term Debt [Line Items] | ||
Notes payable, gross | 1,505,002 | |
Unamortized deferred financing costs | (18,556) | |
Unamortized original issue discount | (16,361) | |
Net notes payable | 1,470,085 | 0 |
Current portion of Notes Payable | 31,606 | |
Notes Payable - long-term | 1,438,479 | |
2017 First Lien Term Loan | ||
Long-Term Debt [Line Items] | ||
Notes payable, gross | 0 | 1,605,792 |
Unamortized deferred financing costs | 0 | (22,456) |
Unamortized original issue discount | 0 | (20,139) |
Net notes payable | 0 | 1,563,197 |
Current portion of Notes Payable | 0 | 33,945 |
Notes Payable - long-term | $ 0 | $ 1,529,252 |
Notes Payable - Schedule of Sen
Notes Payable - Schedule of Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt [Line Items] | ||
Notes payable, gross | $ 1,855,002 | |
Unamortized deferred financing costs | (21,349) | $ (25,811) |
Unamortized original issue discount | (31,992) | (37,736) |
Net notes payable | 1,801,661 | 1,892,245 |
Current portion of Notes Payable | 31,606 | 33,945 |
Notes Payable - long-term | 1,770,055 | 1,858,300 |
Senior Notes | ||
Long-Term Debt [Line Items] | ||
Notes payable, gross | 350,000 | 350,000 |
Unamortized deferred financing costs | (13,436) | (15,280) |
Unamortized original issue discount | (4,988) | (5,672) |
Net notes payable | 331,576 | 329,048 |
Current portion of Notes Payable | 0 | 0 |
Notes Payable - long-term | $ 331,576 | $ 329,048 |
Notes Payable - Summary of Matu
Notes Payable - Summary of Maturity of the Notes Payable (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 31,606 |
2,020 | 31,606 |
2,021 | 31,606 |
2,022 | 31,606 |
2,023 | 1,378,578 |
Thereafter | 350,000 |
Total | $ 1,855,002 |
Notes Payable - Schedule of Int
Notes Payable - Schedule of Interest Rates and Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 09, 2016 | |
Long-Term Debt [Line Items] | ||||
Non-refundable fee—unused facility | 0.50% | 0.50% | 0.50% | |
Interest expense and service fees | $ 136,094 | $ 138,041 | $ 140,470 | |
Loss on early extinguishment of debt | 331 | 992 | 0 | |
Financing costs expensed | 1,228 | 5,487 | 0 | |
Amortization of deferred financing fees | 6,454 | 7,316 | 6,073 | |
Amortization of original issuance discount | 4,305 | 3,860 | 2,970 | |
Amortization of net present value of deferred consideration | 373 | 632 | 2,617 | |
Other interest expense | 695 | 814 | 758 | |
Total interest expense | $ 149,480 | $ 157,142 | $ 152,888 | |
Minimum | ||||
Long-Term Debt [Line Items] | ||||
Interest rate—LIBOR | 5.46% | 5.14% | 4.49% | |
Interest rate—alternate base | 6.75% | |||
Maximum | ||||
Long-Term Debt [Line Items] | ||||
Interest rate—LIBOR | 6.44% | 6.68% | 7.75% | |
Interest rate—alternate base | 8.75% | |||
Senior Notes | ||||
Long-Term Debt [Line Items] | ||||
Interest rate—Notes | 10.875% | 10.875% | 10.875% | 10.875% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018vote | |
Equity [Abstract] | |
Number of vote per share | 1 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Aug. 22, 2017 | Aug. 11, 2017 | Feb. 09, 2016 | Oct. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||||||
Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense | $ 37,400,000 | ||||||||
Weighted average period to be recognized | 1 year 10 months 28 days | ||||||||
Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense | $ 7,300,000 | ||||||||
Weighted average period to be recognized | 1 year 4 months 26 days | ||||||||
Chief Financial Officer | Performance-Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 223,214 | ||||||||
Chief Executive Officer | 2015 Performance Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | $ 12,100,000 | $ 6,800,000 | $ 5,900,000 | ||||||
Expected to vest (in shares) | 1,661,439 | ||||||||
Canceled (in shares) | 2,032,315 | ||||||||
Chief Operating Officer | Performance-Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 260,416 | ||||||||
Chief Administrative Officer | Performance-Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 148,810 | ||||||||
2013 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock shares issued (in shares) | 38,000,000 | ||||||||
Shares available for grant (in shares) | 16,805,174 | ||||||||
Aggregate intrinsic value, outstanding | $ 0 | ||||||||
2013 Stock Incentive Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | ||||||||
Vested (in shares) | 836,723 | ||||||||
Canceled (in shares) | 2,152,976 | ||||||||
2013 Stock Incentive Plan | Performance-Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | $ 1,200,000 | 4,100,000 | |||||||
2013 Stock Incentive Plan | Chief Executive Officer | Performance-Based Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 3,693,754 | ||||||||
2017 CEO Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost | $ 10,375,000 | 2,200,000 | |||||||
2017 CEO Award | Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award options expected to vest | 33.30% | ||||||||
2017 CEO Award | Chief Executive Officer | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 1,032,500 | ||||||||
Vested period of award shares | 3 years | ||||||||
Vested (in shares) | 282,500 | ||||||||
Number expected to vest (in shares) | 750,000 | ||||||||
2017 CEO Award | Chief Executive Officer | Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 612,419 | ||||||||
Vested period of award shares | 3 years | ||||||||
2017 CEO Award | Chief Executive Officer | Tranche One | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number expected to vest (in shares) | 250,000 | ||||||||
2017 CEO Award | Chief Executive Officer | Tranche Two | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number expected to vest (in shares) | 250,000,000 | ||||||||
2017 CEO Award | Chief Executive Officer | Tranche Three | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number expected to vest (in shares) | 250,000,000 | ||||||||
Constant Contact 2011 Stock Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock shares issued (in shares) | 10,000,000 | ||||||||
Shares available for grant (in shares) | 8,458,904 | ||||||||
Aggregate intrinsic value, outstanding | $ 22,300,000 | $ 134,000 | |||||||
Business acquisition, estimated aggregate purchase price | $ 5,400,000 | ||||||||
Constant Contact 2011 Stock Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding, period increase (decrease) (in shares) | 2,202,846 | ||||||||
Granted (in shares) | 41,379 | ||||||||
Vested (in shares) | 591,741 | ||||||||
Canceled (in shares) | 122,753 | ||||||||
Constant Contact 2011 Stock Plan | Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding, period increase (decrease) (in shares) | 2,143,987 | ||||||||
Aggregate stock-based compensation expense | $ 16,900,000 | ||||||||
Combined 2016 Liability Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | $ 1,200,000 | 700,000 | |||||||
Sales and marketing | Combined 2016 Liability Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | 300,000 | ||||||||
Engineering and development | Combined 2016 Liability Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | 100,000 | ||||||||
General and administrative | Combined 2016 Liability Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate stock-based compensation expense | $ 300,000 | ||||||||
Constant Contact, Inc. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, par value (in usd per share) | $ 0.01 | ||||||||
Business acquisition, estimated aggregate purchase price | $ 1,100,000,000 | $ 1,100,000,000 | |||||||
Minimum | 2013 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting period | 3 years | ||||||||
Minimum | 2013 Stock Incentive Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting period | 3 years | ||||||||
Minimum | Constant Contact 2011 Stock Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested period of award shares | 3 years | ||||||||
Maximum | 2013 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting period | 4 years | ||||||||
Maximum | 2013 Stock Incentive Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vesting period | 4 years | ||||||||
Maximum | Constant Contact 2011 Stock Plan | Restricted Stock Awards and Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested period of award shares | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock Options Restricted Stock Warrants And Changes In Capitalization [Line Items] | |||
Stock-based compensation expense | $ 29,064 | $ 60,001 | $ 58,267 |
Cost of revenue | |||
Common Stock Options Restricted Stock Warrants And Changes In Capitalization [Line Items] | |||
Stock-based compensation expense | 3,823 | 6,135 | 5,855 |
Sales and marketing | |||
Common Stock Options Restricted Stock Warrants And Changes In Capitalization [Line Items] | |||
Stock-based compensation expense | 5,418 | 8,658 | 8,702 |
Engineering and development | |||
Common Stock Options Restricted Stock Warrants And Changes In Capitalization [Line Items] | |||
Stock-based compensation expense | 4,495 | 6,090 | 5,989 |
General and administrative | |||
Common Stock Options Restricted Stock Warrants And Changes In Capitalization [Line Items] | |||
Stock-based compensation expense | $ 15,328 | $ 39,118 | $ 37,721 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
2013 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.90% | 2.20% | 1.50% |
Expected volatility | 47.80% | 50.50% | 53.10% |
Expected life (in years) | 6 years | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock options, granted (in shares) | 611,010 | ||
Constant Contact 2011 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.98% | ||
Expected volatility | 49.60% | ||
Expected life (in years) | 4 years 9 months | ||
Expected dividend yield | 0.00% | 0.00% | |
Stock options, granted (in shares) | 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Options (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Feb. 09, 2016 | |
2013 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance, stock options, outstanding (in shares) | 8,575,150 | |
Stock options, granted (in shares) | 611,010 | |
Exercise of stock options, (in shares) | (20,584) | |
Stock options, forfeited (in shares) | (314,940) | |
Stock options, canceled (in shares) | (1,528,343) | |
Ending balance, stock options, outstanding (in shares) | 7,322,293 | |
Weighted- Average Exercise Price | ||
Beginning balance, weighted - average exercise price, outstanding (in usd per share) | $ 12.30 | |
Weighted - average exercise price, granted (in usd per share) | 7.50 | |
Weighted - average exercise price, exercised (in usd per share) | 8.09 | |
Weighted - average exercise price, forfeited (in usd per share) | 12.70 | |
Weighted - average exercise price, canceled (in usd per share) | 13.57 | |
Ending balance, weighted - average exercise price, outstanding (in usd per share) | $ 11.62 | |
Stock Option Activity, Additional Disclosures | ||
Weighted - average remaining contractual term, outstanding | 4 years 9 months 21 days | |
Aggregate intrinsic value, outstanding | $ 0 | |
Stock options, exercisable at December 31, 2018 (in shares) | 5,681,927 | |
Weighted - average exercise price, exercisable at December 31, 2018 (in usd per share) | $ 12.34 | |
Weighted - average remaining contractual term, exercisable at December 31, 2018 | 3 years 9 months 2 days | |
Aggregate intrinsic value, exercisable at December 31, 2018 | $ 0 | |
Stock options, expected to vest after December 31, 2018 (in shares) | 1,640,366 | |
Weighted - average exercise price, expected to vest after December 31, 2018 (in usd per share) | $ 9.13 | |
Weighted - average remaining contractual term, expected to vest after December 31, 2018 | 8 years 3 months 19 days | |
Aggregate intrinsic value, expected to vest after December 31, 2018 | $ 0 | |
Stock options, exercisable as of December 31, 2018 and expected to vest thereafter (in shares) | 7,322,293 | |
Weighted - average exercise price, exercisable as of December 31, 2018 and expected to vest thereafter (in usd per share) | $ 11.62 | |
Weighted - average remaining contractual term, exercisable as of December 31, 2018 and expected to vest thereafter | 4 years 9 months 21 days | |
Aggregate intrinsic value, exercisable as of December 31, 2018 and expected to vest thereafter | $ 0 | |
Estimated fair value of the Company's common stock (in dollars per share) | $ 6.65 | |
Constant Contact 2011 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance, stock options, outstanding (in shares) | 888,260 | |
Stock options, granted (in shares) | 0 | |
Exercise of stock options, (in shares) | (110,820) | |
Stock options, forfeited (in shares) | (19,016) | |
Stock options, canceled (in shares) | (43,320) | |
Ending balance, stock options, outstanding (in shares) | 715,104 | |
Weighted- Average Exercise Price | ||
Beginning balance, weighted - average exercise price, outstanding (in usd per share) | $ 8.75 | |
Weighted - average exercise price, granted (in usd per share) | 0 | |
Weighted - average exercise price, exercised (in usd per share) | 6.50 | |
Weighted - average exercise price, forfeited (in usd per share) | 10.82 | |
Weighted - average exercise price, canceled (in usd per share) | 9.39 | |
Ending balance, weighted - average exercise price, outstanding (in usd per share) | $ 9 | |
Stock Option Activity, Additional Disclosures | ||
Weighted - average remaining contractual term, outstanding | 3 years 4 months 26 days | |
Aggregate intrinsic value, outstanding | $ 134 | $ 22,300 |
Stock options, exercisable at December 31, 2018 (in shares) | 573,124 | |
Weighted - average exercise price, exercisable at December 31, 2018 (in usd per share) | $ 8.86 | |
Weighted - average remaining contractual term, exercisable at December 31, 2018 | 3 years 2 months 12 days | |
Aggregate intrinsic value, exercisable at December 31, 2018 | $ 134 | |
Stock options, expected to vest after December 31, 2018 (in shares) | 141,980 | |
Weighted - average exercise price, expected to vest after December 31, 2018 (in usd per share) | $ 9.57 | |
Weighted - average remaining contractual term, expected to vest after December 31, 2018 | 4 years 3 months 19 days | |
Aggregate intrinsic value, expected to vest after December 31, 2018 | $ 0 | |
Stock options, exercisable as of December 31, 2018 and expected to vest thereafter (in shares) | 715,104 | |
Weighted - average exercise price, exercisable as of December 31, 2018 and expected to vest thereafter (in usd per share) | $ 9 | |
Weighted - average remaining contractual term, exercisable as of December 31, 2018 and expected to vest thereafter | 3 years 4 months 26 days | |
Aggregate intrinsic value, exercisable as of December 31, 2018 and expected to vest thereafter | $ 134 | |
Estimated fair value of the Company's common stock (in dollars per share) | $ 6.65 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Awards and Restricted Stock Units (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Restricted Stock Awards and Units | Constant Contact 2011 Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning balance (in shares) | shares | 1,541,141 |
Granted (in shares) | shares | 41,379 |
Vested (in shares) | shares | (591,741) |
Canceled (in shares) | shares | (122,753) |
Non-vested, ending balance (in shares) | shares | 868,026 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, non-vested, beginning balance (in usd per share) | $ / shares | $ 8.30 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 7.25 |
Weighted average grant date fair value, vested and unissued (in usd per share) | $ / shares | 8.24 |
Weighted average grant date fair value, canceled (in usd per share) | $ / shares | 8.54 |
Weighted average grant date fair value, non-vested, ending balance (in usd per share) | $ / shares | $ 8.26 |
Restricted Stock Awards and Units | 2013 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning balance (in shares) | shares | 3,432,946 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (836,723) |
Canceled (in shares) | shares | (2,152,976) |
Non-vested, ending balance (in shares) | shares | 443,247 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, non-vested, beginning balance (in usd per share) | $ / shares | $ 13.79 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 0 |
Weighted average grant date fair value, vested and unissued (in usd per share) | $ / shares | 12.24 |
Weighted average grant date fair value, canceled (in usd per share) | $ / shares | 14.82 |
Weighted average grant date fair value, non-vested, ending balance (in usd per share) | $ / shares | $ 11.67 |
Restricted Stock Units | 2013 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning balance (in shares) | shares | 3,004,137 |
Granted (in shares) | shares | 3,983,782 |
Vested (in shares) | shares | (1,211,367) |
Canceled (in shares) | shares | (573,293) |
Non-vested, ending balance (in shares) | shares | 5,203,259 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, non-vested, beginning balance (in usd per share) | $ / shares | $ 7.93 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 7.58 |
Weighted average grant date fair value, vested and unissued (in usd per share) | $ / shares | 9.07 |
Weighted average grant date fair value, canceled (in usd per share) | $ / shares | 7.75 |
Weighted average grant date fair value, non-vested, ending balance (in usd per share) | $ / shares | $ 7.69 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 83,005 | $ 124,383 |
Other comprehensive income (loss) | (2,670) | 3,125 |
Ending balance | 174,454 | 83,005 |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 696 | (2,395) |
Other comprehensive income (loss) | (2,233) | 3,091 |
Ending balance | (1,537) | 696 |
Unrealized Gains (Losses) on Cash Flow Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,237) | (1,271) |
Other comprehensive income (loss) | (437) | 34 |
Ending balance | (1,674) | (1,237) |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (541) | (3,666) |
Ending balance | $ (3,211) | $ (541) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Adjustment to beginning retained earnings resulting from adoption of ASC 606, net of tax impact of $7.0 million | $ 59,383,000 | |||||||||||
Revenue | $ (282,395,000) | $ (283,770,000) | $ (287,770,000) | $ (291,356,000) | $ (294,250,000) | $ (295,222,000) | $ (292,258,000) | $ (295,137,000) | $ (1,145,291,000) | $ (1,176,867,000) | $ (1,111,142,000) | |
Contract impairment loss | 0 | |||||||||||
Credit loss expense | 0 | |||||||||||
Accounting Standards Update 2014-09 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Adjustment to beginning retained earnings resulting from adoption of ASC 606, net of tax impact of $7.0 million | $ 59,400,000 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Revenue | 592,000 | |||||||||||
Customer acquisition costs | $ 600,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ 1,145,291 |
Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 1,110,198 |
Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 35,093 |
United States | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 833,864 |
International | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 311,427 |
Direct revenue from subscribers | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 1,018,132 |
Professional services | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 15,188 |
Reseller revenue | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 76,878 |
MDF | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 9,240 |
Premium domains | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 20,109 |
Domain parking | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 5,744 |
Web presence | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 605,315 |
Web presence | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 596,584 |
Web presence | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 8,731 |
Web presence | United States | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 405,928 |
Web presence | International | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 199,387 |
Web presence | Direct revenue from subscribers | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 561,583 |
Web presence | Professional services | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 13,414 |
Web presence | Reseller revenue | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 21,587 |
Web presence | MDF | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 7,842 |
Web presence | Premium domains | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 84 |
Web presence | Domain parking | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 805 |
Email marketing | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 410,052 |
Email marketing | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 409,443 |
Email marketing | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 609 |
Email marketing | United States | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 376,974 |
Email marketing | International | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 33,078 |
Email marketing | Direct revenue from subscribers | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 404,533 |
Email marketing | Professional services | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 1,373 |
Email marketing | Reseller revenue | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 3,537 |
Email marketing | MDF | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 609 |
Email marketing | Premium domains | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Email marketing | Domain parking | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 0 |
Domain Name Business | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 129,924 |
Domain Name Business | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 104,171 |
Domain Name Business | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 25,753 |
Domain Name Business | United States | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 50,962 |
Domain Name Business | International | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 78,962 |
Domain Name Business | Direct revenue from subscribers | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 52,016 |
Domain Name Business | Professional services | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 401 |
Domain Name Business | Reseller revenue | Subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 51,754 |
Domain Name Business | MDF | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 789 |
Domain Name Business | Premium domains | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | 20,025 |
Domain Name Business | Domain parking | Non-subscriber revenue | |
Disaggregation of Revenue [Line Items] | |
Revenue from contract with customer | $ 4,939 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 01, 2017 | Jan. 06, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Jul. 07, 2017 | Aug. 31, 2014 |
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, change in redemption value | $ 14,200 | |||||||
Excess accretion of non-controlling interest | $ 0 | $ 7,247 | $ 6,769 | |||||
WZ (UK) Ltd. | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Ownership interest | 57.50% | 86.40% | 86.40% | 49.00% | ||||
Noncontrolling interest, ownership percentage | 13.60% | 13.60% | ||||||
Redeemable noncontrolling interest, equity, fair value | $ 10,800 | |||||||
Exercised call option | 30,000 | |||||||
Business acquisition, estimated aggregate purchase price | $ 25,000 | $ 22,200 | $ 33,400 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (52,029) | $ (117,715) | $ (137,197) |
Foreign | 50,584 | 540 | (52,593) |
Total income (loss) before income taxes | $ (1,445) | $ (117,175) | $ (189,790) |
Income Taxes - Components of _2
Income Taxes - Components of Income Taxes Benefit and Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
U.S. federal | $ (4,000) | $ 319 | $ 328 |
State | 2,772 | 2,610 | 744 |
Foreign | 5,420 | 2,597 | 2,312 |
Total current provision | 4,192 | 5,526 | 3,384 |
Deferred: | |||
U.S. federal | (4,671) | (36,854) | (44,447) |
State | 236 | (3,243) | (6,225) |
Foreign | 10,435 | 9,377 | (10,037) |
Change in valuation allowance | (16,438) | 7,913 | (52,533) |
Total deferred provision | (10,438) | (22,807) | (113,242) |
Total benefit | $ (6,246) | $ (17,281) | $ (109,858) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 09, 2016 | Jan. 01, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Deferred federal and state tax expense (benefit) | $ 9,600 | $ 21,800 | $ 50,700 | ||
Deferred foreign income tax expense (benefit) | 800 | 1,000 | 10,000 | ||
Federal and state current income taxes | 1,300 | (2,900) | (1,100) | ||
Foreign current tax | 5,420 | 2,597 | 2,312 | ||
Deferred tax expense (benefit) | 10,438 | 22,807 | 113,242 | ||
Unrecognized tax benefits period increase (decrease) | 2,200 | 1,800 | |||
Tax cuts and jobs act of 2017, change in tax rate, deferred tax asset, provisional income tax expense (benefit) | 16,900 | ||||
Tax credits | 5,659 | 1,247 | 8,847 | ||
Tax expense | (6,246) | (17,281) | (109,858) | ||
Change in valuation allowance | (16,438) | 7,913 | (52,533) | ||
Credit carryforward | 33,526 | 27,337 | |||
Disallowed interest carryforwards | 61,200 | ||||
Unrecognized tax positions | 4,400 | 1,100 | |||
Loss carry-forwards available to future foreign taxable income | 13,800 | ||||
Net operating loss carry-forwards annual limitations | 77,100 | ||||
Unrecognized tax benefits penalties and interest expense | 400 | 0 | 0 | ||
Undistributed earnings | 31,800 | ||||
Cumulatively profitable foreign jurisdiction | 31,800 | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Change in valuation allowance | (11,239) | (10,864) | 7,905 | ||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Change in valuation allowance | (5,199) | 18,777 | (60,438) | ||
Credit carryforward | 23,700 | ||||
Valuation allowance, deferred tax asset, increase (decrease) | 43,000 | ||||
Federal NOL carry-forward | 108,900 | ||||
Deferred tax assets, capital loss carryforwards | 29,200 | ||||
Federal And State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credits | $ 1,200 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Credit carryforward | 12,400 | ||||
Federal NOL carry-forward | 115,500 | ||||
Deferred tax assets, capital loss carryforwards | 12,900 | ||||
NETHERLANDS | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease) | 3,300 | ||||
Loss carry-forwards available to future foreign taxable income | 12,100 | ||||
INDIA | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease) | 400 | ||||
Loss carry-forwards available to future foreign taxable income | 600 | ||||
ISRAEL | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease) | 200 | ||||
CHINA | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease) | 200 | ||||
Loss carry-forwards available to future foreign taxable income | 900 | ||||
SINGAPORE | |||||
Operating Loss Carryforwards [Line Items] | |||||
Loss carry-forwards available to future foreign taxable income | 300 | ||||
Constant Contact, Inc. | Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Credit carryforward | $ 10,900 | ||||
Federal NOL carry-forward | 60,200 | ||||
Constant Contact, Inc. | State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Credit carryforward | 9,200 | 9,200 | |||
Federal NOL carry-forward | $ 32,400 | ||||
ASU 2016-09 | Accounting Standards Update 2016-09 | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax adjustments | 900 | ||||
Forfeitures | $ 900 | ||||
Amount of net operating loss carry-forwards available to offset future U.S. federal taxable income | $ 1,500 | ||||
Amount of net operating loss carry-forwards available to offset future state taxable income | $ 700 | ||||
Subsidiaries | Non-US | |||||
Operating Loss Carryforwards [Line Items] | |||||
Cash | $ 26,100 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Benefit [Line Items] | |||
U.S. federal taxes at statutory rate | $ (303) | $ (40,973) | $ (67,103) |
State income taxes, net of federal benefit | 265 | (749) | (1,781) |
Non-deductible stock-based compensation | 3,906 | 9,265 | 2,883 |
Non-deductible transaction costs | 1,538 | 0 | 5,471 |
Non-taxable loss on redemption of equity interest | 9,230 | 0 | 0 |
Credits | (5,659) | (1,247) | (8,847) |
Foreign rate differential | 369 | (1,404) | 8,737 |
Change in valuation allowance | (16,438) | 7,913 | (52,533) |
Rate change | 694 | (8,809) | (768) |
Permanent differences and other | 153 | 9,462 | 4,083 |
Total benefit | (6,246) | (17,281) | (109,858) |
Domestic Tax Authority | |||
Income Tax Benefit [Line Items] | |||
Change in valuation allowance | (5,199) | 18,777 | (60,438) |
Foreign attribute - write-off | 0 | 9,261 | 0 |
Foreign Tax Authority | |||
Income Tax Benefit [Line Items] | |||
Change in valuation allowance | $ (11,239) | $ (10,864) | $ 7,905 |
Income Taxes - Components of th
Income Taxes - Components of the Company's Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Net operating loss carry forward | $ 39,765 | $ 47,098 |
Credit carryforward | 33,526 | 27,337 |
Interest expense limitation carryforward | 14,711 | 0 |
Deferred compensation | 179 | 215 |
Deferred revenue | 3,752 | 19,729 |
Other reserves | (72) | |
Other reserves | 2,549 | |
Stock-based compensation | 11,673 | 14,887 |
Other, net | (327) | |
Other, net | 977 | |
Total deferred income tax assets | 107,132 | 108,867 |
Deferred income tax liabilities: | ||
Purchased intangible assets | (29,855) | (47,580) |
Goodwill | (35,400) | (27,922) |
Property and equipment | (11,183) | (9,024) |
Total deferred income tax liabilities | (76,438) | (84,526) |
Valuation allowance | (47,151) | (44,068) |
Net deferred income tax liabilities | $ (16,457) | $ (19,727) |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Unrecognized tax benefits at December 31, 2017 | $ 1,129 |
Addition for tax positions of prior years | 887 |
Addition for tax positions of current year | 2,365 |
Unrecognized tax benefits at December 31, 2018 | $ 4,381 |
Severance and Other Exit Cost_2
Severance and Other Exit Costs - Additional Information (Detail) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2018position | Jan. 31, 2017position | Dec. 31, 2018USD ($)position | Dec. 31, 2018USD ($)position | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | |
Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs incurred | $ 2,978,000 | |||||
Severance costs paid | (6,238,000) | |||||
Restructuring reserve | $ 408,000 | 408,000 | $ 3,668,000 | |||
Facility closing | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (2,616,000) | |||||
Facilities charge | (390,000) | |||||
Restructuring reserve | $ 4,100,000 | 4,100,000 | $ 6,005,000 | |||
2018 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | position | 71 | 95 | ||||
Severance costs incurred | 3,000,000 | |||||
2018 Restructuring Plan | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (2,800,000) | |||||
Restructuring reserve | $ 200,000 | 200,000 | ||||
2018 Restructuring Plan | Facility closing | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (100,000) | |||||
Facilities charge | (500,000) | |||||
Restructuring reserve | 400,000 | 400,000 | ||||
2017 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | position | 660 | |||||
Severance costs incurred | 0 | |||||
2017 Restructuring Plan | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (3,500,000) | |||||
Restructuring reserve | 200,000 | 200,000 | ||||
2017 Restructuring Plan | Facility closing | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (100,000) | |||||
Facilities charge | (200,000) | |||||
Restructuring reserve | 0 | $ 0 | ||||
2016 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | position | 265 | |||||
2016 Restructuring Plan | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost remaining | 0 | $ 0 | ||||
2016 Restructuring Plan | Facility closing | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance costs paid | (2,400,000) | |||||
Facilities charge | $ (100,000) | |||||
Restructuring reserve | $ 3,700,000 | $ 3,700,000 | ||||
Constant Contact, Inc. | 2017 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | position | 50 |
Severance and Other Exit Cost_3
Severance and Other Exit Costs - Summary of Activity Related to Company's Exit Costs Accrual (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 3,668 |
Severance charges | 2,978 |
Cash paid | (6,238) |
Ending Balance | 408 |
Facility closing | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 6,005 |
Facilities charge | 390 |
Sublease income | 321 |
Cash paid | (2,616) |
Ending Balance | $ 4,100 |
Severance and Other Exit Cost_4
Severance and Other Exit Costs - Summary of Severance Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance costs incurred | $ 3,368 | $ 15,810 | $ 24,224 |
Cost of revenue | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs incurred | 1,385 | 4,100 | 8,986 |
Sales and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs incurred | 110 | 3,586 | 6,550 |
Engineering and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs incurred | 348 | 1,469 | 4,288 |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs incurred | $ 1,525 | $ 6,655 | $ 4,400 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Annual Rental Payments Under these Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 20,770 |
2,020 | 20,629 |
2,021 | 17,577 |
2,022 | 14,959 |
2,023 | 14,606 |
Thereafter | 25,600 |
Total minimum lease payments | $ 114,141 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) | Aug. 07, 2015defendant | May 04, 2015USD ($) | Aug. 31, 2012defendantpatent | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | ||||||
Total net rent expense | $ 20,800,000 | $ 22,100,000 | $ 20,000,000 | |||
Total sublease income | 1,000,000 | 500,000 | $ 400,000 | |||
Shareholder litigation reserve | 7,325,000 | $ 0 | ||||
Machado | ||||||
Loss Contingencies [Line Items] | ||||||
Disclosure of customer payment threshold | $ 500 | |||||
Machado vs Endurance and McGee vs Constant Contact | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | $ 7,300,000 | |||||
RPost Holdings | ||||||
Loss Contingencies [Line Items] | ||||||
Number of defendants | defendant | 5 | |||||
Number of patents allegedly infringed | patent | 5 | |||||
Constant Contact, Inc. | McGee vs Constant Contact | ||||||
Loss Contingencies [Line Items] | ||||||
Number of defendants | defendant | 2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee (in usd) | $ 18,500 | ||
Employers matching contribution, annual vesting percentage | 100.00% | ||
Cost recognized | $ 5,900,000 | $ 6,300,000 | $ 5,700,000 |
Defined Contribution Plan, Tranche One | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 3.00% | ||
Defined Contribution Plan, Tranche Two | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 2.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 09, 2015 | Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 09, 2016 |
Related Party Transaction [Line Items] | ||||||
Prepaid expenses and other current assets | $ 35,090,000 | $ 28,275,000 | ||||
Amount included in accounts receivable | 12,205,000 | 15,945,000 | ||||
Notes payable, gross | $ 1,855,002,000 | |||||
Former Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock outstanding ownership percentage | 5.00% | |||||
Immediate Family Member of Management or Principal Owner | ||||||
Related Party Transaction [Line Items] | ||||||
Amount included in accounts payable and accrued expense | $ 2,400,000 | 1,500,000 | ||||
Related party transaction expense | 16,385,000 | 14,800,000 | $ 14,300,000 | |||
Chief Executive Officer and a Director | ||||||
Related Party Transaction [Line Items] | ||||||
Amount included in accounts payable and accrued expense | 600,000 | 1,300,000 | ||||
Prepaid expenses and other current assets | 200,000 | 200,000 | ||||
Amount included in accounts receivable | 900,000 | 700,000 | ||||
Related party transaction expense | 3,155,000 | 4,275,000 | 5,100,000 | |||
Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of debt issuance costs | 800,000 | |||||
Incremental First Lien Term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount not to exceed | $ 735,000,000 | |||||
Revolving Credit Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount not to exceed | 165,000,000 | $ 165,000,000 | ||||
Revolving Credit Facility | Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Loan commitment | 57,600,000 | |||||
Senior Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Senior notes | 350,000,000 | $ 350,000,000 | ||||
Notes payable, gross | 350,000,000 | 350,000,000 | ||||
Related Party Transaction, Long-term Debt Sold | Senior Notes | Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount | 148,800,000 | |||||
Loan Lending Commitment Arrangement Fees | Goldman Sachs Lending Partners LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount | $ 300,000 | 500,000 | ||||
Interest Rate Cap Premium | Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate cap agreement period | 3 years | |||||
Related party transaction amount | 3,000,000 | |||||
Expense Reimbursement | Goldman Sachs Lending Partners LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount | $ 0 | |||||
Constant Contact, Inc. | Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction expense | $ 8,600,000 | |||||
Constant Contact, Inc. | Incremental First Lien Term Loan | Goldman Sachs & Co. | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable, gross | $ 312,400,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||||||
Revenue | $ (282,395) | $ (283,770) | $ (287,770) | $ (291,356) | $ (294,250) | $ (295,222) | $ (292,258) | $ (295,137) | $ (1,145,291) | $ (1,176,867) | $ (1,111,142) |
Sales and marketing | 265,424 | 277,460 | 303,511 | ||||||||
Engineering and development | 87,980 | 78,772 | 87,601 | ||||||||
General and administrative | 124,204 | 163,972 | 143,095 | ||||||||
Immediate Family Member of Management or Principal Owner | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of revenue | 14,255 | 12,100 | 12,200 | ||||||||
Sales and marketing | 755 | 1,200 | 500 | ||||||||
Engineering and development | 1,260 | 1,300 | 1,300 | ||||||||
General and administrative | 115 | 200 | 300 | ||||||||
Total related party transaction expense, net | 16,385 | 14,800 | 14,300 | ||||||||
Chief Executive Officer and a Director | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue | (5,450) | (4,250) | (3,100) | ||||||||
Revenue (contra) | 7,965 | 7,850 | 7,500 | ||||||||
Total related party transaction impact to revenue | 2,515 | 3,600 | 4,400 | ||||||||
Cost of revenue | 640 | 675 | 700 | ||||||||
Total related party transaction expense, net | $ 3,155 | $ 4,275 | $ 5,100 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2018USD ($)segment | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 27, 2016 | Apr. 08, 2016 | Jan. 06, 2016 | Dec. 31, 2015 | Aug. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||||||||||||||
Number of reportable segments | segment | 3 | 3 | ||||||||||||||
Revenue | $ 282,395,000 | $ 283,770,000 | $ 287,770,000 | $ 291,356,000 | $ 294,250,000 | $ 295,222,000 | $ 292,258,000 | $ 295,137,000 | $ 1,145,291,000 | $ 1,176,867,000 | $ 1,111,142,000 | |||||
Gross profit | $ 155,255,000 | $ 154,825,000 | $ 157,024,000 | $ 157,450,000 | $ 144,517,000 | $ 136,357,000 | $ 145,675,000 | $ 146,388,000 | 624,554,000 | 572,937,000 | 527,151,000 | |||||
Net (loss) income | 4,534,000 | (99,784,000) | (81,229,000) | |||||||||||||
Interest expense, net | 148,391,000 | 156,406,000 | 152,312,000 | |||||||||||||
Income tax benefit | (6,246,000) | (17,281,000) | (109,858,000) | |||||||||||||
Depreciation | 48,207,000 | 55,185,000 | 60,360,000 | |||||||||||||
Amortization of other intangible assets | 103,148,000 | 140,354,000 | 143,562,000 | |||||||||||||
Stock-based compensation | 29,064,000 | 60,001,000 | 58,267,000 | |||||||||||||
Restructuring expenses | 3,368,000 | 15,810,000 | 24,224,000 | |||||||||||||
Transaction costs | 0 | 773,000 | 32,284,000 | |||||||||||||
(Gain) loss of unconsolidated entities | (565,000) | |||||||||||||||
Impairment of other long-lived assets | 0 | 31,460,000 | 9,039,000 | |||||||||||||
SEC investigations reserve | 0 | 8,000,000 | ||||||||||||||
Shareholder litigation reserve | 7,325,000 | 0 | ||||||||||||||
Adjusted EBITDA | 338,058,000 | 350,814,000 | 288,396,000 | |||||||||||||
Intercompany revenue | 10,000,000 | 10,300,000 | 7,600,000 | |||||||||||||
Loss on extinguishment of debt, before write off of debt issuance cost | 1,200,000 | 6,500,000 | ||||||||||||||
Loss of unconsolidated entities | 267,000 | (110,000) | 1,297,000 | |||||||||||||
Impairment of goodwill | 0 | 12,129,000 | 0 | |||||||||||||
Web presence | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenue | 605,315,000 | 641,993,000 | 648,732,000 | |||||||||||||
Gross profit | 297,590,000 | 305,588,000 | 312,067,000 | |||||||||||||
Net (loss) income | (22,534,000) | (64,962,000) | (22,161,000) | |||||||||||||
Interest expense, net | 70,956,000 | 67,491,000 | 68,617,000 | |||||||||||||
Income tax benefit | (4,961,000) | 4,063,000 | (78,901,000) | |||||||||||||
Depreciation | 32,915,000 | 37,634,000 | 33,590,000 | |||||||||||||
Amortization of other intangible assets | 47,020,000 | 60,277,000 | 72,733,000 | |||||||||||||
Stock-based compensation | 16,000,000 | 46,641,000 | 41,481,000 | |||||||||||||
Restructuring expenses | 2,135,000 | 9,131,000 | 1,625,000 | |||||||||||||
Transaction costs | 0 | 0 | 31,260,000 | |||||||||||||
(Gain) loss of unconsolidated entities | 267,000 | (110,000) | (565,000) | |||||||||||||
Impairment of other long-lived assets | 0 | 600,000 | 9,039,000 | |||||||||||||
SEC investigations reserve | 0 | 4,323,000 | ||||||||||||||
Shareholder litigation reserve | 4,780,000 | 0 | ||||||||||||||
Adjusted EBITDA | 146,578,000 | 165,088,000 | 156,718,000 | |||||||||||||
Impairment of goodwill | 0 | |||||||||||||||
Email marketing | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenue | 410,052,000 | 401,250,000 | 326,808,000 | |||||||||||||
Gross profit | 288,023,000 | 254,941,000 | 173,163,000 | |||||||||||||
Net (loss) income | 38,628,000 | (10,615,000) | (55,857,000) | |||||||||||||
Interest expense, net | 68,317,000 | 86,914,000 | 81,469,000 | |||||||||||||
Income tax benefit | 115,000 | 5,152,000 | (33,543,000) | |||||||||||||
Depreciation | 11,497,000 | 13,912,000 | 23,747,000 | |||||||||||||
Amortization of other intangible assets | 53,100,000 | 74,467,000 | 64,679,000 | |||||||||||||
Stock-based compensation | 9,638,000 | 6,934,000 | 12,403,000 | |||||||||||||
Restructuring expenses | 589,000 | 5,581,000 | 22,379,000 | |||||||||||||
Transaction costs | 0 | 773,000 | 984,000 | |||||||||||||
(Gain) loss of unconsolidated entities | 0 | 0 | 0 | |||||||||||||
Impairment of other long-lived assets | 0 | 0 | 0 | |||||||||||||
SEC investigations reserve | 0 | 2,751,000 | ||||||||||||||
Shareholder litigation reserve | 1,500,000 | 0 | ||||||||||||||
Adjusted EBITDA | 183,384,000 | 185,869,000 | 116,261,000 | |||||||||||||
Impairment of goodwill | 0 | |||||||||||||||
Domain | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenue | 129,924,000 | 133,624,000 | 135,602,000 | |||||||||||||
Gross profit | 38,941,000 | 12,408,000 | 41,921,000 | |||||||||||||
Net (loss) income | (11,560,000) | (24,207,000) | (3,211,000) | |||||||||||||
Interest expense, net | 9,118,000 | 2,001,000 | 2,226,000 | |||||||||||||
Income tax benefit | (1,400,000) | (26,496,000) | 2,586,000 | |||||||||||||
Depreciation | 3,795,000 | 3,639,000 | 3,023,000 | |||||||||||||
Amortization of other intangible assets | 3,028,000 | 5,610,000 | 6,150,000 | |||||||||||||
Stock-based compensation | 3,426,000 | 6,426,000 | 4,383,000 | |||||||||||||
Restructuring expenses | 644,000 | 1,098,000 | 220,000 | |||||||||||||
Transaction costs | 0 | 0 | 40,000 | |||||||||||||
(Gain) loss of unconsolidated entities | 0 | 0 | 0 | |||||||||||||
Impairment of other long-lived assets | 0 | 30,860,000 | 0 | |||||||||||||
SEC investigations reserve | 0 | 926,000 | ||||||||||||||
Shareholder litigation reserve | 1,045,000 | 0 | ||||||||||||||
Adjusted EBITDA | $ 8,096,000 | (143,000) | 15,417,000 | |||||||||||||
Impairment of goodwill | 12,100,000 | |||||||||||||||
WZ UK Ltd. | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Remeasurement gain (loss) | 11,400,000 | |||||||||||||||
Ownership interest | 57.50% | 49.00% | ||||||||||||||
AppMachine | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Remeasurement gain (loss) | $ 4,800,000 | |||||||||||||||
Ownership interest | 100.00% | 40.00% | ||||||||||||||
Fortifico Limited | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Ownership interest | 33.00% | 33.00% | ||||||||||||||
Impairment on the remaining investment | $ 4,700,000 | |||||||||||||||
Developed And In Process Technology | Webzai Ltd | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Impairment of Intangible Assets, Finite-lived | 7,000,000 | |||||||||||||||
Developed And In Process Technology | Constant Contact, Inc. | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Impairment of Intangible Assets, Finite-lived | 2,000,000 | |||||||||||||||
Domain Name Intangible Assets | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Impairment of Intangible Assets, Finite-lived | 13,800,000 | |||||||||||||||
Developed technology and customer relationships | Directi And Buy Domains | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Impairment of Intangible Assets, Finite-lived | 4,900,000 | |||||||||||||||
Debt investment | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Impairment losses on investments | 600,000 | |||||||||||||||
Reclassification of Expenses Between Segments | EBITDA | Web presence | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Reclassification between segments | 6,900,000 | 3,000,000 | ||||||||||||||
Reclassification of Expenses Between Segments | EBITDA | Domain | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Reclassification between segments | (6,900,000) | (3,000,000) | ||||||||||||||
Reclassification of Expenses Between Segments | Gross Profit | Web presence | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Reclassification between segments | 6,900,000 | 3,000,000 | ||||||||||||||
Reclassification of Expenses Between Segments | Gross Profit | Domain | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Reclassification between segments | $ (6,900,000) | $ (3,000,000) |
Segment Information - Schedule
Segment Information - Schedule of Error Corrections (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Gross profit | $ 155,255 | $ 154,825 | $ 157,024 | $ 157,450 | $ 144,517 | $ 136,357 | $ 145,675 | $ 146,388 | $ 624,554 | $ 572,937 | $ 527,151 |
Net (loss) income | 4,534 | (99,784) | (81,229) | ||||||||
Adjusted EBITDA | 338,058 | 350,814 | 288,396 | ||||||||
Web presence | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gross profit | 297,590 | 305,588 | 312,067 | ||||||||
Net (loss) income | (22,534) | (64,962) | (22,161) | ||||||||
Adjusted EBITDA | 146,578 | 165,088 | 156,718 | ||||||||
Domain | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gross profit | 38,941 | 12,408 | 41,921 | ||||||||
Net (loss) income | (11,560) | (24,207) | (3,211) | ||||||||
Adjusted EBITDA | $ 8,096 | (143) | 15,417 | ||||||||
(as reported) | Web presence | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gross profit | 298,687 | 309,116 | |||||||||
Net (loss) income | (70,375) | (24,382) | |||||||||
Adjusted EBITDA | 158,187 | 153,766 | |||||||||
(as reported) | Domain | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Gross profit | 19,309 | 44,872 | |||||||||
Net (loss) income | (18,794) | (990) | |||||||||
Adjusted EBITDA | $ 6,758 | $ 18,369 |
Geographic and Other Informat_3
Geographic and Other Information - Revenues Classified by Major Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 282,395 | $ 283,770 | $ 287,770 | $ 291,356 | $ 294,250 | $ 295,222 | $ 292,258 | $ 295,137 | $ 1,145,291 | $ 1,176,867 | $ 1,111,142 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 833,657 | 845,305 | 787,915 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 311,634 | $ 331,562 | $ 323,227 |
Geographic and Other Informat_4
Geographic and Other Information - Schedule of Tangible Long-Lived Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Geographic Information [Line Items] | ||
Long lived assets | $ 92,275 | $ 95,452 |
United States | ||
Geographic Information [Line Items] | ||
Long lived assets | 87,301 | 89,325 |
International | ||
Geographic Information [Line Items] | ||
Long lived assets | $ 4,974 | $ 6,127 |
Geographic and Other Informat_5
Geographic and Other Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 282,395 | $ 283,770 | $ 287,770 | $ 291,356 | $ 294,250 | $ 295,222 | $ 292,258 | $ 295,137 | $ 1,145,291 | $ 1,176,867 | $ 1,111,142 |
Non-subscription Revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 35,100 | $ 39,400 | $ 41,500 | ||||||||
Percentage of revenue | 3.00% | 3.00% | 4.00% |
Quarterly Financial Data - Sche
Quarterly Financial Data - Schedule of Condensed Income Statement (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 282,395 | $ 283,770 | $ 287,770 | $ 291,356 | $ 294,250 | $ 295,222 | $ 292,258 | $ 295,137 | $ 1,145,291 | $ 1,176,867 | $ 1,111,142 |
Gross profit | 155,255 | 154,825 | 157,024 | 157,450 | 144,517 | 136,357 | 145,675 | 146,388 | 624,554 | 572,937 | 527,151 |
Income (loss) from operations | 35,151 | 42,618 | 37,775 | 31,402 | 14,660 | (1,070) | 12,647 | 13,594 | 146,946 | 39,831 | (39,340) |
Non-controlling interest accretion | $ 12,770 | $ (6,335) | $ 627 | $ (2,528) | $ 7,473 | $ (40,264) | $ (39,129) | $ (35,388) | $ 4,534 | $ (107,308) | $ (72,831) |
Net (loss) income per share attributable to Endurance International Group Holdings, Inc. - basic earnings per share (in usd per share) | $ 0.09 | $ (0.04) | $ (0.01) | $ (0.05) | $ 0.05 | $ (0.29) | $ (0.29) | $ (0.26) | $ 0.03 | $ (0.78) | $ (0.55) |
Net (loss) income per share attributable to Endurance International Group Holdings, Inc. - diluted earnings per share (in usd per share) | $ 0.09 | $ (0.04) | $ (0.01) | $ (0.05) | $ 0.05 | $ (0.29) | $ (0.29) | $ (0.26) | $ 0.03 | $ (0.78) | $ (0.55) |
Supplemental Guarantor Financ_3
Supplemental Guarantor Financial Information (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)guarantor | Jan. 30, 2017USD ($) | Feb. 29, 2016USD ($) | |
Guarantor Obligations [Line Items] | |||
Number of guarantors sold | guarantor | 2 | ||
Senior Notes | |||
Guarantor Obligations [Line Items] | |||
Senior notes | $ 350,000,000 | $ 350,000,000 | |
Interest rate | 10.875% | ||
CardStar | Guarantor Subsidiaries | |||
Guarantor Obligations [Line Items] | |||
Proceeds from sale of assets | $ 100,000 |
Supplemental Guarantor Financ_4
Supplemental Guarantor Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 88,644 | $ 66,493 | |
Restricted cash | 1,932 | 2,625 | |
Accounts receivable | 12,205 | 15,945 | |
Prepaid domain name registry fees | 56,779 | 53,805 | |
Prepaid commissions | 41,458 | 0 | |
Prepaid expenses and other current assets | 35,090 | 28,275 | |
Total current assets | 236,108 | 167,143 | |
Intercompany receivables, net | 0 | 0 | |
Property and equipment—net | 92,275 | 95,452 | |
Goodwill | 1,849,065 | 1,850,582 | $ 1,859,909 |
Other intangible assets—net | 352,516 | 455,440 | |
Investment in subsidiaries | 0 | 0 | |
Prepaid commissions, net of current portion | 42,472 | 0 | |
Other assets | 34,071 | 31,417 | |
Total assets | 2,606,507 | 2,600,034 | |
Current liabilities: | |||
Accounts payable | 12,449 | 11,058 | |
Accrued expenses and other current liabilities | 110,183 | 107,427 | |
Deferred revenue | 371,758 | 361,940 | |
Current portion of notes payable | 31,606 | 33,945 | |
Current portion of financed equipment | 8,379 | 7,630 | |
Deferred consideration, short-term | 2,425 | 4,365 | |
Total current liabilities | 536,800 | 526,365 | |
Long-term deferred revenue | 96,140 | 90,972 | |
Notes payable | 1,770,055 | 1,858,300 | |
Financed equipment—long term | 0 | 7,719 | |
Deferred consideration | 1,364 | 3,551 | |
Other long-term liabilities | 27,694 | 30,122 | |
Total liabilities | 2,432,053 | 2,517,029 | |
Equity | 174,454 | 83,005 | |
Total liabilities and stockholders’ equity | 2,606,507 | 2,600,034 | |
Eliminations | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Accounts receivable | 0 | 0 | |
Prepaid domain name registry fees | 0 | 0 | |
Prepaid commissions | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | |
Total current assets | 0 | 0 | |
Intercompany receivables, net | 0 | 0 | |
Property and equipment—net | 0 | 0 | |
Goodwill | 0 | 0 | |
Other intangible assets—net | 0 | 0 | |
Investment in subsidiaries | (1,752,182) | (1,441,501) | |
Prepaid commissions, net of current portion | 0 | ||
Other assets | 0 | 0 | |
Total assets | (1,752,182) | (1,441,501) | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued expenses and other current liabilities | 0 | 0 | |
Deferred revenue | 0 | 0 | |
Current portion of notes payable | 0 | 0 | |
Current portion of financed equipment | 0 | 0 | |
Deferred consideration, short-term | 0 | 0 | |
Total current liabilities | 0 | 0 | |
Long-term deferred revenue | 0 | 0 | |
Notes payable | 0 | 0 | |
Financed equipment—long term | 0 | 0 | |
Deferred consideration | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Equity | (1,752,182) | (1,441,501) | |
Total liabilities and stockholders’ equity | (1,752,182) | (1,441,501) | |
Parent | Reportable Legal Entities | |||
Current assets: | |||
Cash and cash equivalents | 21 | 92 | |
Restricted cash | 0 | 0 | |
Accounts receivable | 0 | 0 | |
Prepaid domain name registry fees | 0 | 0 | |
Prepaid commissions | 0 | ||
Prepaid expenses and other current assets | 0 | (12) | |
Total current assets | 21 | 80 | |
Intercompany receivables, net | 34,595 | 33,637 | |
Property and equipment—net | 0 | 0 | |
Goodwill | 0 | 0 | |
Other intangible assets—net | 0 | 0 | |
Investment in subsidiaries | 139,838 | 49,288 | |
Prepaid commissions, net of current portion | 0 | ||
Other assets | 0 | 0 | |
Total assets | 174,454 | 83,005 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued expenses and other current liabilities | 0 | 0 | |
Deferred revenue | 0 | 0 | |
Current portion of notes payable | 0 | 0 | |
Current portion of financed equipment | 0 | 0 | |
Deferred consideration, short-term | 0 | 0 | |
Total current liabilities | 0 | 0 | |
Long-term deferred revenue | 0 | 0 | |
Notes payable | 0 | 0 | |
Financed equipment—long term | 0 | 0 | |
Deferred consideration | 0 | 0 | |
Other long-term liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Equity | 174,454 | 83,005 | |
Total liabilities and stockholders’ equity | 174,454 | 83,005 | |
Issuer | Reportable Legal Entities | |||
Current assets: | |||
Cash and cash equivalents | 2 | 2 | |
Restricted cash | 0 | 0 | |
Accounts receivable | 0 | 0 | |
Prepaid domain name registry fees | 0 | 0 | |
Prepaid commissions | 0 | ||
Prepaid expenses and other current assets | 422 | 84 | |
Total current assets | 424 | 86 | |
Intercompany receivables, net | 401,342 | 606,834 | |
Property and equipment—net | 0 | 0 | |
Goodwill | 0 | 0 | |
Other intangible assets—net | 0 | 0 | |
Investment in subsidiaries | 1,559,255 | 1,355,013 | |
Prepaid commissions, net of current portion | 0 | ||
Other assets | 5,239 | 3,639 | |
Total assets | 1,966,260 | 1,965,572 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued expenses and other current liabilities | 25,373 | 24,508 | |
Deferred revenue | 0 | 0 | |
Current portion of notes payable | 31,606 | 33,945 | |
Current portion of financed equipment | 0 | 0 | |
Deferred consideration, short-term | 0 | 0 | |
Total current liabilities | 56,979 | 58,453 | |
Long-term deferred revenue | 0 | 0 | |
Notes payable | 1,770,055 | 1,858,300 | |
Financed equipment—long term | 0 | 0 | |
Deferred consideration | 0 | 0 | |
Other long-term liabilities | (612) | (469) | |
Total liabilities | 1,826,422 | 1,916,284 | |
Equity | 139,838 | 49,288 | |
Total liabilities and stockholders’ equity | 1,966,260 | 1,965,572 | |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Current assets: | |||
Cash and cash equivalents | 61,649 | 54,473 | |
Restricted cash | 1,932 | 2,472 | |
Accounts receivable | 10,515 | 12,386 | |
Prepaid domain name registry fees | 32,118 | 28,291 | |
Prepaid commissions | 40,804 | ||
Prepaid expenses and other current assets | 26,617 | 18,500 | |
Total current assets | 173,635 | 116,122 | |
Intercompany receivables, net | (321,124) | (498,213) | |
Property and equipment—net | 79,090 | 81,693 | |
Goodwill | 1,695,451 | 1,673,851 | |
Other intangible assets—net | 351,920 | 450,778 | |
Investment in subsidiaries | 53,089 | 37,200 | |
Prepaid commissions, net of current portion | 41,746 | ||
Other assets | 22,276 | 21,374 | |
Total assets | 2,096,083 | 1,882,805 | |
Current liabilities: | |||
Accounts payable | 11,896 | 9,532 | |
Accrued expenses and other current liabilities | 76,586 | 74,257 | |
Deferred revenue | 322,296 | 309,395 | |
Current portion of notes payable | 0 | 0 | |
Current portion of financed equipment | 8,379 | 7,630 | |
Deferred consideration, short-term | 2,425 | 4,365 | |
Total current liabilities | 421,582 | 405,179 | |
Long-term deferred revenue | 85,531 | 81,199 | |
Notes payable | 0 | 0 | |
Financed equipment—long term | 0 | 7,719 | |
Deferred consideration | 1,364 | 3,551 | |
Other long-term liabilities | 28,349 | 30,144 | |
Total liabilities | 536,826 | 527,792 | |
Equity | 1,559,257 | 1,355,013 | |
Total liabilities and stockholders’ equity | 2,096,083 | 1,882,805 | |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Current assets: | |||
Cash and cash equivalents | 26,972 | 11,926 | |
Restricted cash | 0 | 153 | |
Accounts receivable | 1,690 | 3,559 | |
Prepaid domain name registry fees | 24,661 | 25,514 | |
Prepaid commissions | 654 | ||
Prepaid expenses and other current assets | 8,051 | 9,703 | |
Total current assets | 62,028 | 50,855 | |
Intercompany receivables, net | (114,813) | (142,258) | |
Property and equipment—net | 13,185 | 13,759 | |
Goodwill | 153,614 | 176,731 | |
Other intangible assets—net | 596 | 4,662 | |
Investment in subsidiaries | 0 | 0 | |
Prepaid commissions, net of current portion | 726 | ||
Other assets | 6,556 | 6,404 | |
Total assets | 121,892 | 110,153 | |
Current liabilities: | |||
Accounts payable | 553 | 1,526 | |
Accrued expenses and other current liabilities | 8,224 | 8,662 | |
Deferred revenue | 49,462 | 52,545 | |
Current portion of notes payable | 0 | 0 | |
Current portion of financed equipment | 0 | 0 | |
Deferred consideration, short-term | 0 | 0 | |
Total current liabilities | 58,239 | 62,733 | |
Long-term deferred revenue | 10,609 | 9,773 | |
Notes payable | 0 | 0 | |
Financed equipment—long term | 0 | 0 | |
Deferred consideration | 0 | 0 | |
Other long-term liabilities | (43) | 447 | |
Total liabilities | 68,805 | 72,953 | |
Equity | 53,087 | 37,200 | |
Total liabilities and stockholders’ equity | $ 121,892 | $ 110,153 |
Supplemental Guarantor Financ_5
Supplemental Guarantor Financial Information Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Revenue | $ 282,395,000 | $ 283,770,000 | $ 287,770,000 | $ 291,356,000 | $ 294,250,000 | $ 295,222,000 | $ 292,258,000 | $ 295,137,000 | $ 1,145,291,000 | $ 1,176,867,000 | $ 1,111,142,000 |
Cost of revenue | 520,737,000 | 603,930,000 | 583,991,000 | ||||||||
Gross profit | 155,255,000 | 154,825,000 | 157,024,000 | 157,450,000 | 144,517,000 | 136,357,000 | 145,675,000 | 146,388,000 | 624,554,000 | 572,937,000 | 527,151,000 |
Operating expense: | |||||||||||
Sales and marketing | 265,424,000 | 277,460,000 | 303,511,000 | ||||||||
Engineering and development | 87,980,000 | 78,772,000 | 87,601,000 | ||||||||
General and administrative | 124,204,000 | 163,972,000 | 143,095,000 | ||||||||
Transaction expenses | 0 | 773,000 | 32,284,000 | ||||||||
Impairment of goodwill | 0 | 12,129,000 | 0 | ||||||||
Total operating expense | 477,608,000 | 533,106,000 | 566,491,000 | ||||||||
(Loss) income from operations | 35,151,000 | 42,618,000 | 37,775,000 | 31,402,000 | 14,660,000 | (1,070,000) | 12,647,000 | 13,594,000 | 146,946,000 | 39,831,000 | (39,340,000) |
Interest expense and other income, net | 148,391,000 | 157,006,000 | 150,450,000 | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | (1,445,000) | (117,175,000) | (189,790,000) | ||||||||
Income tax benefit | (6,246,000) | (17,281,000) | (109,858,000) | ||||||||
(Loss) income before equity earnings of unconsolidated entities | 4,801,000 | (99,894,000) | (79,932,000) | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | 267,000 | (110,000) | 1,297,000 | ||||||||
Net (loss) income | 4,534,000 | (99,784,000) | (81,229,000) | ||||||||
Net loss attributable to non-controlling interest | 0 | 7,524,000 | (8,398,000) | ||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | $ 12,770,000 | $ (6,335,000) | $ 627,000 | $ (2,528,000) | $ 7,473,000 | $ (40,264,000) | $ (39,129,000) | $ (35,388,000) | 4,534,000 | (107,308,000) | (72,831,000) |
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | (2,233,000) | 3,091,000 | (597,000) | ||||||||
Unrealized gain (loss) on cash flow hedge | (437,000) | 34,000 | (1,351,000) | ||||||||
Total comprehensive (loss) income | 1,864,000 | (104,183,000) | (74,779,000) | ||||||||
Eliminations | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | (5,955,000) | (6,496,000) | (822,000) | ||||||||
Cost of revenue | (5,955,000) | (5,217,000) | (1,029,000) | ||||||||
Gross profit | 0 | (1,279,000) | 207,000 | ||||||||
Operating expense: | |||||||||||
Sales and marketing | 0 | (3,000) | (33,000) | ||||||||
Engineering and development | 0 | 0 | 0 | ||||||||
General and administrative | 0 | (628,000) | 0 | ||||||||
Transaction expenses | 0 | 0 | |||||||||
Impairment of goodwill | 0 | ||||||||||
Total operating expense | 0 | (631,000) | (33,000) | ||||||||
(Loss) income from operations | 0 | (648,000) | 240,000 | ||||||||
Interest expense and other income, net | 0 | 0 | 0 | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | 0 | (648,000) | 240,000 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
(Loss) income before equity earnings of unconsolidated entities | 0 | (648,000) | 240,000 | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | 169,873,000 | (108,101,000) | (107,248,000) | ||||||||
Net (loss) income | (169,873,000) | 107,453,000 | 107,488,000 | ||||||||
Net loss attributable to non-controlling interest | 0 | 0 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | 107,453,000 | 107,488,000 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Unrealized gain (loss) on cash flow hedge | 0 | 0 | 0 | ||||||||
Total comprehensive (loss) income | (169,873,000) | 107,453,000 | 107,488,000 | ||||||||
Parent | Reportable Legal Entities | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of revenue | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Operating expense: | |||||||||||
Sales and marketing | 0 | 0 | 0 | ||||||||
Engineering and development | 0 | 0 | 0 | ||||||||
General and administrative | (11,000) | 0 | 0 | ||||||||
Transaction expenses | 0 | 0 | |||||||||
Impairment of goodwill | 0 | ||||||||||
Total operating expense | (11,000) | 0 | 0 | ||||||||
(Loss) income from operations | 11,000 | 0 | 0 | ||||||||
Interest expense and other income, net | 0 | 0 | 0 | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | 11,000 | 0 | 0 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
(Loss) income before equity earnings of unconsolidated entities | 11,000 | 0 | 0 | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | (4,523,000) | 99,137,000 | 73,071,000 | ||||||||
Net (loss) income | 4,534,000 | (99,137,000) | (73,071,000) | ||||||||
Net loss attributable to non-controlling interest | 0 | 0 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | (99,137,000) | (73,071,000) | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Unrealized gain (loss) on cash flow hedge | 0 | ||||||||||
Total comprehensive (loss) income | 4,534,000 | (99,137,000) | (73,071,000) | ||||||||
Issuer | Reportable Legal Entities | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of revenue | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Operating expense: | |||||||||||
Sales and marketing | 0 | 0 | 0 | ||||||||
Engineering and development | 0 | 0 | 0 | ||||||||
General and administrative | 227,000 | 207,000 | 242,000 | ||||||||
Transaction expenses | 0 | 0 | |||||||||
Impairment of goodwill | 0 | ||||||||||
Total operating expense | 227,000 | 207,000 | 242,000 | ||||||||
(Loss) income from operations | (227,000) | (207,000) | (242,000) | ||||||||
Interest expense and other income, net | 148,411,000 | 156,144,000 | 149,512,000 | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | (148,638,000) | (156,351,000) | (149,754,000) | ||||||||
Income tax benefit | (35,381,000) | (57,504,000) | (53,847,000) | ||||||||
(Loss) income before equity earnings of unconsolidated entities | (113,257,000) | (98,847,000) | (95,907,000) | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | (117,780,000) | 290,000 | (22,837,000) | ||||||||
Net (loss) income | 4,523,000 | (99,137,000) | (73,070,000) | ||||||||
Net loss attributable to non-controlling interest | 0 | 0 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | (99,137,000) | (73,070,000) | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Unrealized gain (loss) on cash flow hedge | (437,000) | 34,000 | (1,351,000) | ||||||||
Total comprehensive (loss) income | 4,086,000 | (99,103,000) | (74,421,000) | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 1,041,334,000 | 1,055,013,000 | 978,690,000 | ||||||||
Cost of revenue | 448,922,000 | 515,065,000 | 496,267,000 | ||||||||
Gross profit | 592,412,000 | 539,948,000 | 482,423,000 | ||||||||
Operating expense: | |||||||||||
Sales and marketing | 251,558,000 | 256,902,000 | 235,988,000 | ||||||||
Engineering and development | 80,055,000 | 66,051,000 | 72,922,000 | ||||||||
General and administrative | 164,578,000 | 155,339,000 | 128,337,000 | ||||||||
Transaction expenses | 773,000 | 32,284,000 | |||||||||
Impairment of goodwill | 12,129,000 | ||||||||||
Total operating expense | 496,191,000 | 491,194,000 | 469,531,000 | ||||||||
(Loss) income from operations | 96,221,000 | 48,754,000 | 12,892,000 | ||||||||
Interest expense and other income, net | 507,000 | 1,338,000 | (3,606,000) | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | 95,714,000 | 47,416,000 | 16,498,000 | ||||||||
Income tax benefit | 25,257,000 | 39,125,000 | (55,953,000) | ||||||||
(Loss) income before equity earnings of unconsolidated entities | 70,457,000 | 8,291,000 | 72,451,000 | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | (47,321,000) | 8,581,000 | 58,014,000 | ||||||||
Net (loss) income | 117,778,000 | (290,000) | 14,437,000 | ||||||||
Net loss attributable to non-controlling interest | 7,524,000 | (8,398,000) | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | (7,814,000) | 22,835,000 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Unrealized gain (loss) on cash flow hedge | 0 | 0 | 0 | ||||||||
Total comprehensive (loss) income | 117,778,000 | (7,814,000) | 22,835,000 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 109,912,000 | 128,350,000 | 133,274,000 | ||||||||
Cost of revenue | 77,770,000 | 94,082,000 | 88,753,000 | ||||||||
Gross profit | 32,142,000 | 34,268,000 | 44,521,000 | ||||||||
Operating expense: | |||||||||||
Sales and marketing | 13,866,000 | 20,561,000 | 67,556,000 | ||||||||
Engineering and development | 7,925,000 | 12,721,000 | 14,679,000 | ||||||||
General and administrative | (40,590,000) | 9,054,000 | 14,516,000 | ||||||||
Transaction expenses | 0 | 0 | |||||||||
Impairment of goodwill | 0 | ||||||||||
Total operating expense | (18,799,000) | 42,336,000 | 96,751,000 | ||||||||
(Loss) income from operations | 50,941,000 | (8,068,000) | (52,230,000) | ||||||||
Interest expense and other income, net | (527,000) | (476,000) | 4,544,000 | ||||||||
Loss before income taxes and equity earnings of unconsolidated entities | 51,468,000 | (7,592,000) | (56,774,000) | ||||||||
Income tax benefit | 3,878,000 | 1,098,000 | (58,000) | ||||||||
(Loss) income before equity earnings of unconsolidated entities | 47,590,000 | (8,690,000) | (56,716,000) | ||||||||
Equity loss (income) of unconsolidated entities, net of tax | 18,000 | (17,000) | 297,000 | ||||||||
Net (loss) income | 47,572,000 | (8,673,000) | (57,013,000) | ||||||||
Net loss attributable to non-controlling interest | 0 | 0 | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | (8,673,000) | (57,013,000) | |||||||||
Net income (loss) attributable to Endurance International Group Holdings, Inc. | |||||||||||
Foreign currency translation adjustments | (2,233,000) | 3,091,000 | (597,000) | ||||||||
Unrealized gain (loss) on cash flow hedge | 0 | 0 | 0 | ||||||||
Total comprehensive (loss) income | $ 45,339,000 | $ (5,582,000) | $ (57,610,000) |
Supplemental Guarantor Financ_6
Supplemental Guarantor Financial Information - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 182,552 | $ 201,273 | $ 154,961 |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | (887,937) |
Purchases of property and equipment | (45,880) | (43,062) | (37,259) |
Cash paid for minority investment | 0 | 0 | (5,600) |
Proceeds from sale of property and equipment | 0 | 0 | 676 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 6 | 530 | 676 |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | (8) | (1,966) | (27) |
Net cash used in investing activities | (45,882) | (44,498) | (930,147) |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 1,580,305 | 1,693,007 | 1,056,178 |
Proceeds from issuance of notes payable and draws on revolver | 1,693,007 | 1,110,678 | |
Repayment of notes payable and revolver | (1,681,094) | (1,797,634) | (176,700) |
Payment of financing costs | (1,580) | (6,304) | (52,561) |
Payment of deferred consideration | (4,500) | (5,433) | (51,044) |
Payment of redeemable non-controlling interest liability | 0 | (25,000) | (33,425) |
Principal payments on financed equipment | (7,439) | (7,390) | (5,892) |
Proceeds from exercise of stock options | 887 | 2,049 | 2,564 |
Capital investment from minority interest partner | 0 | 0 | 2,776 |
Intercompany loans and investments | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (113,421) | (146,705) | 796,396 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | (1,791) | 2,150 | 1,610 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 21,458 | 12,220 | 22,820 |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 69,118 | 56,898 | 34,078 |
End of period | 90,576 | 69,118 | 56,898 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 0 | 0 | 0 |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | 0 |
Purchases of property and equipment | 0 | 0 | 0 |
Cash paid for minority investment | 0 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 | 0 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 0 | ||
Proceeds from issuance of notes payable and draws on revolver | 0 | 0 | |
Repayment of notes payable and revolver | 0 | 0 | 0 |
Payment of financing costs | 0 | 0 | 0 |
Payment of deferred consideration | 0 | 0 | 0 |
Payment of redeemable non-controlling interest liability | 0 | 0 | |
Principal payments on financed equipment | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 | 0 |
Capital investment from minority interest partner | 0 | 0 | |
Intercompany loans and investments | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 | 0 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 0 | 0 | 0 |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 0 | 0 | 0 |
End of period | 0 | 0 | 0 |
Parent | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 0 | 12 | 0 |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | 0 |
Purchases of property and equipment | 0 | 0 | 0 |
Cash paid for minority investment | 0 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 | 0 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 0 | ||
Proceeds from issuance of notes payable and draws on revolver | 0 | 0 | |
Repayment of notes payable and revolver | 0 | 0 | 0 |
Payment of financing costs | 0 | 0 | 0 |
Payment of deferred consideration | 0 | 0 | 0 |
Payment of redeemable non-controlling interest liability | 0 | 0 | |
Principal payments on financed equipment | 0 | 0 | 0 |
Proceeds from exercise of stock options | 887 | 2,049 | 2,564 |
Capital investment from minority interest partner | 0 | 0 | |
Intercompany loans and investments | (958) | (1,972) | (2,573) |
Net cash provided by (used in) financing activities | (71) | 77 | (9) |
Net effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (71) | 89 | (9) |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 92 | 3 | 12 |
End of period | 21 | 92 | 3 |
Issuer | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (103,123) | (82,189) | (71,204) |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | 0 |
Purchases of property and equipment | 0 | 0 | 0 |
Cash paid for minority investment | 0 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 | 0 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 1,580,305 | ||
Proceeds from issuance of notes payable and draws on revolver | 1,693,007 | 1,110,678 | |
Repayment of notes payable and revolver | (1,681,094) | (1,797,634) | (176,700) |
Payment of financing costs | (1,580) | (6,304) | (52,561) |
Payment of deferred consideration | 0 | 0 | 0 |
Payment of redeemable non-controlling interest liability | 0 | 0 | |
Principal payments on financed equipment | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 | 0 |
Capital investment from minority interest partner | 0 | 0 | |
Intercompany loans and investments | 205,492 | 193,118 | (810,276) |
Net cash provided by (used in) financing activities | 103,123 | 82,187 | 71,141 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 0 | (2) | (63) |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 2 | 4 | 67 |
End of period | 2 | 2 | 4 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 241,362 | 284,912 | 256,461 |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | (887,937) |
Purchases of property and equipment | (45,696) | (38,731) | (32,528) |
Cash paid for minority investment | 0 | 0 | (5,600) |
Proceeds from sale of property and equipment | 0 | 0 | 674 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 6 | 530 | |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | (8) | (1,932) | (7) |
Net cash used in investing activities | (45,698) | (40,133) | (925,398) |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 0 | ||
Proceeds from issuance of notes payable and draws on revolver | 0 | 0 | |
Repayment of notes payable and revolver | 0 | 0 | 0 |
Payment of financing costs | 0 | 0 | 0 |
Payment of deferred consideration | (4,500) | (4,550) | (50,375) |
Payment of redeemable non-controlling interest liability | (25,000) | (33,425) | |
Principal payments on financed equipment | (7,439) | (7,390) | (5,892) |
Proceeds from exercise of stock options | 0 | 0 | 0 |
Capital investment from minority interest partner | 0 | 0 | |
Intercompany loans and investments | (177,089) | (192,548) | 778,421 |
Net cash provided by (used in) financing activities | (189,028) | (229,488) | 688,729 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 6,636 | 15,291 | 19,792 |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 56,945 | 41,654 | 21,862 |
End of period | 63,581 | 56,945 | 41,654 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 44,313 | (1,462) | (30,296) |
Cash flows from investing activities: | |||
Businesses acquired in purchase transaction, net of cash acquired | 0 | 0 | 0 |
Purchases of property and equipment | (184) | (4,331) | (4,731) |
Cash paid for minority investment | 0 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 | 2 |
Proceeds from note receivable | 0 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | |
Proceeds from sale of assets | 0 | ||
Purchases of intangible assets | 0 | (34) | (20) |
Net cash used in investing activities | (184) | (4,365) | (4,749) |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan | 0 | ||
Proceeds from issuance of notes payable and draws on revolver | 0 | 0 | |
Repayment of notes payable and revolver | 0 | 0 | 0 |
Payment of financing costs | 0 | 0 | 0 |
Payment of deferred consideration | 0 | (883) | (669) |
Payment of redeemable non-controlling interest liability | 0 | 0 | |
Principal payments on financed equipment | 0 | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 | 0 |
Capital investment from minority interest partner | 0 | 2,776 | |
Intercompany loans and investments | (27,445) | 1,402 | 34,428 |
Net cash provided by (used in) financing activities | (27,445) | 519 | 36,535 |
Net effect of exchange rate on cash and cash equivalents and restricted cash | (1,791) | 2,150 | 1,610 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 14,893 | (3,158) | 3,100 |
Cash and cash equivalents and restricted cash: | |||
Beginning of period | 12,079 | 15,237 | 12,137 |
End of period | $ 26,972 | $ 12,079 | $ 15,237 |
Uncategorized Items - eigi-2018
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 59,383,000 |