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 |