Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information In February 2016, EIG Investors (the “Issuer”) issued $350.0 million aggregate principal amount of its 10.875% Senior Notes due 2024 (refer to Note 11 , Notes Payable ), which it exchanged for new 10.875% Senior Notes due 2024 pursuant to a registration statement on Form S-4. The registered exchange offer for the Senior Notes was completed on January 30, 2017. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company, and the following wholly-owned subsidiaries: EIG, Bluehost Inc., FastDomain Inc., Domain Name Holding Company, Inc., Endurance International Group – West, Inc., HostGator.com LLC, A Small Orange, LLC, Constant Contact 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 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, 2018 and March 31, 2019 , supplemental condensed consolidating results of operations for the three months ended March 31, 2018 and 2019 , and condensed cash flow information for the three months ended March 31, 2018 and 2019 : 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 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 stockholders' equity $ 174,454 $ 1,966,260 $ 2,096,083 $ 121,892 $ (1,752,182 ) $ 2,606,507 Condensed Consolidating Balance Sheets March 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 103 $ 3 $ 40,938 $ 29,040 $ — $ 70,084 Restricted cash — — 1,931 — — 1,931 Accounts receivable — — 11,585 1,971 — 13,556 Prepaid domain name registry fees — — 33,926 25,267 — 59,193 Prepaid commissions — — 41,024 662 — 41,686 Prepaid expenses & other current assets — 55 27,555 9,773 — 37,383 Total current assets 103 58 156,959 66,713 — 223,833 Intercompany receivables, net 34,519 341,799 (260,833 ) (115,485 ) — — Property and equipment, net — — 74,280 12,839 — 87,119 Operating lease right-of-use assets — — 102,609 6,693 — 109,302 Goodwill — — 1,695,451 153,151 — 1,848,602 Other intangible assets, net — — 331,010 399 — 331,409 Investment in subsidiaries 144,003 1,592,654 54,473 — (1,791,130 ) — Prepaid commissions, net of current portion — — 44,032 748 — 44,780 Other assets — 2,896 22,126 6,703 — 31,725 Total assets $ 178,625 $ 1,937,407 $ 2,220,107 $ 131,761 $ (1,791,130 ) $ 2,676,770 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 9,001 $ 782 $ — $ 9,783 Accrued expenses and other current liabilities — 15,055 58,865 8,639 — 82,559 Deferred revenue — — 329,141 50,040 — 379,181 Operating lease liabilities, short-term — — 19,175 3,075 — 22,250 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 6,502 — — 6,502 Deferred consideration, short-term — — 2,464 — — 2,464 Total current liabilities — 46,661 425,148 62,536 — 534,345 Deferred revenue, long-term — — 88,118 10,919 — 99,037 Operating lease liabilities, long-term — — 92,485 3,984 — 96,469 Notes payable — 1,747,659 — — — 1,747,659 Financed equipment, long-term — — — — — — Deferred consideration — — 1,386 — — 1,386 Other long-term liabilities — (916 ) 20,317 (152 ) — 19,249 Total liabilities — 1,793,404 627,454 77,287 — 2,498,145 Equity 178,625 144,003 1,592,653 54,474 (1,791,130 ) 178,625 Total liabilities and stockholders' equity $ 178,625 $ 1,937,407 $ 2,220,107 $ 131,761 $ (1,791,130 ) $ 2,676,770 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 263,505 $ 29,617 $ (1,766 ) $ 291,356 Cost of revenue — — 115,315 20,357 (1,766 ) 133,906 Gross profit — — 148,190 9,260 — 157,450 Operating expense: Sales and marketing — — 63,693 3,663 — 67,356 Engineering and development — — 18,411 1,506 — 19,917 General and administrative — 58 36,301 2,416 — 38,775 Total operating expense — 58 118,405 7,585 — 126,048 (Loss) income from operations — (58 ) 29,785 1,675 — 31,402 Interest expense and other income, net — 35,709 263 (126 ) — 35,846 (Loss) income before income taxes and equity earnings of unconsolidated entities — (35,767 ) 29,522 1,801 — (4,444 ) Income tax (benefit) expense — (8,513 ) 5,541 1,029 — (1,943 ) (Loss) income before equity earnings of unconsolidated entities — (27,254 ) 23,981 772 — (2,501 ) Equity loss (income) of unconsolidated entities, net of tax 2,528 (24,726 ) (741 ) 17 22,949 27 Net (loss) income $ (2,528 ) $ (2,528 ) $ 24,722 $ 755 $ (22,949 ) $ (2,528 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 580 — 580 Unrealized gain on cash flow hedge, net of taxes — 1,041 — — — 1,041 Total comprehensive (loss) income $ (2,528 ) $ (1,487 ) $ 24,722 $ 1,335 $ (22,949 ) $ (907 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 255,525 $ 26,467 $ (1,309 ) $ 280,683 Cost of revenue — — 107,601 17,561 (1,308 ) 123,854 Gross profit — — 147,924 8,906 (1 ) 156,829 Operating expense: Sales and marketing — — 62,863 3,725 — 66,588 Engineering and development — — 21,602 2,092 — 23,694 General and administrative — 58 30,297 1,038 — 31,393 Total operating expense — 58 114,762 6,855 — 121,675 (Loss) income from operations — (58 ) 33,162 2,051 (1 ) 35,154 Interest expense and other income, net — 37,044 14 (135 ) — 36,923 (Loss) income before income taxes and equity earnings of unconsolidated entities — (37,102 ) 33,148 2,186 (1 ) (1,769 ) Income tax (benefit) expense — (8,830 ) 10,149 400 — 1,719 (Loss) income before equity earnings of unconsolidated entities — (28,272 ) 22,999 1,786 (1 ) (3,488 ) Equity loss (income) of unconsolidated entities, net of tax 5,080 (24,784 ) (1,785 ) — 21,489 — Net (loss) income $ (5,080 ) $ (3,488 ) $ 24,784 $ 1,786 $ (21,490 ) $ (3,488 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (401 ) — (401 ) Unrealized loss on cash flow hedge, net of taxes — (961 ) — — — (961 ) Total comprehensive (loss) income $ (5,080 ) $ (4,449 ) $ 24,784 $ 1,385 $ (21,490 ) $ (4,850 ) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (33,405 ) $ 84,471 $ 1,294 $ — $ 52,360 Cash flows from investing activities: Purchases of property and equipment — — (5,070 ) (184 ) — (5,254 ) Net cash used in investing activities — — (5,070 ) (184 ) — (5,254 ) Cash flows from financing activities: Repayment of term loans — (25,486 ) — — — (25,486 ) Principal payments on financed equipment — — (2,230 ) — — (2,230 ) Proceeds from exercise of stock options 25 — — — — 25 Intercompany loans and investments 294 58,895 (59,642 ) 453 — — Net cash (used in) provided by financing activities 319 33,409 (61,872 ) 453 — (27,691 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (83 ) — (83 ) Net (decrease) increase in cash and cash equivalents and restricted cash 319 4 17,529 1,480 — 19,332 Cash and cash equivalents and restricted cash: Beginning of period 93 1 56,945 12,079 — 69,118 End of period $ 412 $ 5 $ 74,474 $ 13,559 $ — $ 88,450 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (34,542 ) $ 47,573 $ 2,018 $ — $ 15,049 Cash flows from investing activities: Purchases of property and equipment — — (5,423 ) — — (5,423 ) Net cash used in investing activities — — (5,423 ) — — (5,423 ) Cash flows from financing activities: Repayment of term loans — (25,000 ) — — — (25,000 ) Principal payments on financed equipment — — (2,570 ) — — (2,570 ) Proceeds from exercise of stock options 5 — — — — 5 Intercompany loans and investments 77 59,543 (60,292 ) 672 — — Net cash provided by (used in) financing activities 82 34,543 (62,862 ) 672 — (27,565 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (622 ) — (622 ) Net increase (decrease) in cash and cash equivalents and restricted cash 82 1 (20,712 ) 2,068 — (18,561 ) Cash and cash equivalents and restricted cash: Beginning of period 21 2 63,581 26,972 — 90,576 End of period $ 103 $ 3 $ 42,869 $ 29,040 $ — $ 72,015 |