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 9 , 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 Holdings, the Issuer, 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, SinglePlatform, LLC and P.D.R Solutions (U.S.) LLC (collectively, the “Subsidiary Guarantors”), subject to certain customary guarantor release conditions. Holdings’ other domestic subsidiaries and its foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) have not guaranteed the Senior Notes. P.D.R Solutions (U.S.) LLC became a Subsidiary Guarantor on April 25, 2019. The condensed consolidated financial statements have been revised for all periods presented to reflect this new guarantor entity. The following tables present supplemental condensed consolidating balance sheet information of Holdings (“Parent”), the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries as of December 31, 2018 and June 30, 2019 , supplemental condensed consolidating results of operations for the three and six months ended June 30, 2018 and 2019 , and condensed cash flow information for the six months ended June 30, 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 $ 62,495 $ 26,126 $ — $ 88,644 Restricted cash — — 1,932 — — 1,932 Accounts receivable — — 11,219 986 — 12,205 Prepaid domain name registry fees — — 50,325 6,454 — 56,779 Prepaid commissions — — 40,804 654 — 41,458 Prepaid expenses and other current assets — 422 31,425 3,243 — 35,090 Total current assets 21 424 198,200 37,463 — 236,108 Intercompany receivables—net 34,595 401,342 (323,200 ) (112,737 ) — — Property and equipment—net — — 79,091 13,184 — 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 1,559,256 57,749 — (1,756,843 ) — Prepaid commissions, net of current portion — — 41,746 726 — 42,472 Other assets — 5,239 27,463 1,369 — 34,071 Total assets $ 174,454 $ 1,966,261 $ 2,128,420 $ 94,215 $ (1,756,843 ) $ 2,606,507 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 12,015 $ 434 $ — $ 12,449 Accrued expenses and other current liabilities — 25,373 77,316 7,494 — 110,183 Deferred revenue — — 347,703 24,055 — 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 — 56,979 447,838 31,983 — 536,800 Deferred revenue—long term — — 91,615 4,525 — 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 — 1,826,422 569,166 36,465 — 2,432,053 Equity 174,454 139,839 1,559,254 57,750 (1,756,843 ) 174,454 Total liabilities and stockholders' equity $ 174,454 $ 1,966,261 $ 2,128,420 $ 94,215 $ (1,756,843 ) $ 2,606,507 Condensed Consolidating Balance Sheets June 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 44 $ 4 $ 60,251 $ 30,519 $ — $ 90,818 Restricted cash — — 1,832 — — 1,832 Accounts receivable — — 11,583 1,406 — 12,989 Prepaid domain name registry fees — — 50,867 6,459 — 57,326 Prepaid commissions — — 41,177 527 — 41,704 Prepaid expenses and other current assets — 60 28,264 4,604 — 32,928 Total current assets 44 64 193,974 43,515 — 237,597 Intercompany receivables—net 33,790 301,522 (216,721 ) (118,591 ) — — Property and equipment—net — — 75,359 13,341 — 88,700 Operating lease right-of-use assets — — 98,179 6,031 — 104,210 Goodwill — — 1,695,451 153,498 — 1,848,949 Other intangible assets, net — — 292,017 174 — 292,191 Investment in subsidiaries 128,412 1,605,044 54,500 — (1,787,956 ) — Prepaid commissions, net of current portion — — 44,688 472 — 45,160 Other assets — 2,380 27,036 1,864 — 31,280 Total assets $ 162,246 $ 1,909,010 $ 2,264,483 $ 100,304 $ (1,787,956 ) $ 2,648,087 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 13,672 $ 1,261 $ — $ 14,933 Accrued expenses and other current liabilities 20 24,547 60,754 8,673 — 93,994 Deferred revenue — — 351,292 24,754 — 376,046 Operating lease liabilities—short term — — 19,330 3,153 — 22,483 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 4,583 — — 4,583 Deferred consideration—short term — — 1,408 — — 1,408 Total current liabilities 20 56,153 451,039 37,841 — 545,053 Deferred revenue—long term — — 94,248 5,001 — 99,249 Operating lease liabilities—long term — — 87,778 3,211 — 90,989 Notes payable — 1,725,326 — — — 1,725,326 Other long-term liabilities — (881 ) 26,375 (249 ) — 25,245 Total liabilities 20 1,780,598 659,440 45,804 — 2,485,862 Equity 162,226 128,412 1,605,043 54,500 (1,787,956 ) 162,225 Total liabilities and stockholders' equity $ 162,246 $ 1,909,010 $ 2,264,483 $ 100,304 $ (1,787,956 ) $ 2,648,087 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 274,924 $ 16,146 $ (3,300 ) $ 287,770 Cost of revenue — — 124,129 9,917 (3,300 ) 130,746 Gross profit — — 150,795 6,229 — 157,024 Operating expense: Sales and marketing — — 64,212 2,334 — 66,546 Engineering and development — — 19,917 2,042 — 21,959 General and administrative — 58 64,652 (33,966 ) — 30,744 Total operating expense — 58 148,781 (29,590 ) — 119,249 (Loss) income from operations — (58 ) 2,014 35,819 — 37,775 Interest expense and other income—net — 38,037 202 (120 ) — 38,119 (Loss) income before income taxes and equity earnings of unconsolidated entities — (38,095 ) 1,812 35,939 — (344 ) Income tax (benefit) expense — (9,067 ) 8,337 (216 ) — (946 ) (Loss) income before equity earnings of unconsolidated entities — (29,028 ) (6,525 ) 36,155 — 602 Equity (income) loss of unconsolidated entities, net of tax (627 ) (29,655 ) (36,181 ) — 66,438 (25 ) Net (loss) income $ 627 $ 627 $ 29,656 $ 36,155 $ (66,438 ) $ 627 Comprehensive income (loss): Foreign currency translation adjustments — — — (2,425 ) — (2,425 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 144 — — — 144 Total comprehensive income (loss) $ 627 $ 771 $ 29,656 $ 33,730 $ (66,438 ) $ (1,654 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 552,325 $ 33,890 $ (7,089 ) $ 579,126 Cost of revenue — — 249,638 22,103 (7,089 ) 264,652 Gross profit — — 302,687 11,787 — 314,474 Operating expense: Sales and marketing — — 128,768 5,134 — 133,902 Engineering and development — — 38,366 3,510 — 41,876 General and administrative — 116 102,474 (33,071 ) — 69,519 Total operating expense — 116 269,608 (24,427 ) — 245,297 (Loss) income from operations — (116 ) 33,079 36,214 — 69,177 Interest expense and other income—net — 73,746 465 (246 ) — 73,965 (Loss) income before income taxes and equity earnings of unconsolidated entities — (73,862 ) 32,614 36,460 — (4,788 ) Income tax (benefit) expense — (17,579 ) 13,877 813 — (2,889 ) (Loss) income before equity earnings of unconsolidated entities — (56,283 ) 18,737 35,647 — (1,899 ) Equity loss (income) of unconsolidated entities, net of tax 1,901 (54,382 ) (35,644 ) 16 88,111 2 Net (loss) income $ (1,901 ) $ (1,901 ) $ 54,381 $ 35,631 $ (88,111 ) $ (1,901 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (1,845 ) — (1,845 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 1,184 — — — 1,184 Total comprehensive (loss) income $ (1,901 ) $ (717 ) $ 54,381 $ 33,786 $ (88,111 ) $ (2,562 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 266,013 $ 15,270 $ (3,079 ) $ 278,204 Cost of revenue (including impairment of $17,892) — — 132,230 10,436 (3,079 ) 139,587 Gross profit — — 133,783 4,834 — 138,617 Operating expense: Sales and marketing — — 61,568 3,922 — 65,490 Engineering and development — — 22,915 2,433 — 25,348 General and administrative 824 58 29,563 679 — 31,124 Total operating expense 824 58 114,046 7,034 — 121,962 (Loss) income from operations (824 ) (58 ) 19,737 (2,200 ) — 16,655 Interest expense and other income—net — 36,807 58 (142 ) — 36,723 (Loss) income before income taxes and equity earnings of unconsolidated entities (824 ) (36,865 ) 19,679 (2,058 ) — (20,068 ) Income tax (benefit) expense — (8,774 ) 13,884 1,050 — 6,160 (Loss) income before equity earnings of unconsolidated entities (824 ) (28,091 ) 5,795 (3,108 ) — (26,228 ) Equity loss (income) of unconsolidated entities, net of tax 25,404 (2,689 ) 3,108 — (25,823 ) — Net (loss) income $ (26,228 ) $ (25,402 ) $ 2,687 $ (3,108 ) $ 25,823 $ (26,228 ) Comprehensive income (loss): Foreign currency translation adjustments — — — 348 — 348 Unrealized gain (loss) on cash flow hedge, net of taxes — 110 — — — 110 Total comprehensive (loss) income $ (26,228 ) $ (25,292 ) $ 2,687 $ (2,760 ) $ 25,823 $ (25,770 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 534,472 $ 30,863 $ (6,448 ) $ 558,887 Cost of revenue (including impairment of $17,892) — — 249,262 20,627 (6,448 ) 263,441 Gross profit — — 285,210 10,236 — 295,446 Operating expense: Sales and marketing — — 125,306 6,772 — 132,078 Engineering and development — — 44,517 4,525 — 49,042 General and administrative 824 116 60,614 963 — 62,517 Total operating expense 824 116 230,437 12,260 — 243,637 (Loss) income from operations (824 ) (116 ) 54,773 (2,024 ) — 51,809 Interest expense and other income—net — 73,851 72 (277 ) — 73,646 (Loss) income before income taxes and equity earnings of unconsolidated entities (824 ) (73,967 ) 54,701 (1,747 ) — (21,837 ) Income tax (benefit) expense — (17,604 ) 24,033 1,450 — 7,879 (Loss) income before equity earnings of unconsolidated entities (824 ) (56,363 ) 30,668 (3,197 ) — (29,716 ) Equity loss (income) of unconsolidated entities, net of tax 28,892 (27,473 ) 3,197 — (4,616 ) — Net (loss) income $ (29,716 ) $ (28,890 ) $ 27,471 $ (3,197 ) $ 4,616 $ (29,716 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (53 ) — (53 ) Unrealized gain (loss) on cash flow hedge, net of taxes — (851 ) — — — (851 ) Total comprehensive (loss) income $ (29,716 ) $ (29,741 ) $ 27,471 $ (3,250 ) $ 4,616 $ (30,620 ) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (22 ) $ (60,405 ) $ 105,770 $ 36,909 $ — $ 82,252 Cash flows from investing activities: Purchases of property and equipment — — (13,197 ) (184 ) — (13,381 ) Net cash used in investing activities — — (13,197 ) (184 ) — (13,381 ) Cash flows from financing activities: Proceeds from issuance of term loan and notes, net of original issue discounts — 1,580,305 — — — 1,580,305 Repayments of term loans — (1,630,693 ) — — — (1,630,693 ) Payment of financing costs — (1,295 ) — — — (1,295 ) Payment of deferred consideration — — (4,196 ) — — (4,196 ) Principal payments on financed equipment — — (3,909 ) — — (3,909 ) Proceeds from exercise of stock options 456 — — — — 456 Intercompany loans and investments (376 ) 112,087 (90,165 ) (21,546 ) — — Net cash (used in) provided by financing activities 80 60,404 (98,270 ) (21,546 ) — (59,332 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (1,488 ) — (1,488 ) Net increase (decrease) in cash and cash equivalents and restricted cash 58 (1 ) (5,697 ) 13,691 — 8,051 Cash and cash equivalents and restricted cash: Beginning of period 92 2 57,629 11,395 — 69,118 End of period $ 150 $ 1 $ 51,932 $ 25,086 $ — $ 77,169 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (804 ) $ (49,818 ) $ 126,660 $ (1,309 ) $ — $ 74,729 Cash flows from investing activities: Purchases of property and equipment — — (16,164 ) — — (16,164 ) Net cash used in investing activities — — (16,164 ) — — (16,164 ) Cash flows from financing activities: Repayments of term loans — (50,000 ) — — — (50,000 ) Payment of deferred consideration — — (2,500 ) — — (2,500 ) Principal payments on financed equipment — — (3,861 ) — — (3,861 ) Proceeds from exercise of stock options 22 — — — — 22 Intercompany loans and investments 805 99,820 (106,479 ) 5,854 — — Net cash provided by (used in) financing activities 827 49,820 (112,840 ) 5,854 — (56,339 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (152 ) — (152 ) Net increase (decrease) in cash and cash equivalents and restricted cash 23 2 (2,344 ) 4,393 — 2,074 Cash and cash equivalents and restricted cash: Beginning of period 21 2 64,427 26,126 — 90,576 End of period $ 44 $ 4 $ 62,083 $ 30,519 $ — $ 92,650 |