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 September 30, 2019 , supplemental condensed consolidating results of operations for the three and nine months ended September 30, 2018 and 2019 , and condensed cash flow information for the nine months ended September 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 September 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 284 $ 3 $ 62,433 $ 21,745 $ — $ 84,465 Restricted cash — — 1,832 — — 1,832 Accounts receivable — — 10,753 1,386 — 12,139 Prepaid domain name registry fees — — 50,197 6,358 — 56,555 Prepaid commissions — — 40,008 520 — 40,528 Prepaid expenses and other current assets — 29 31,732 4,446 — 36,207 Total current assets 284 32 196,955 34,455 — 231,726 Intercompany receivables—net 33,264 242,612 (165,492 ) (110,384 ) — — Property and equipment—net — — 72,862 13,456 — 86,318 Operating lease right-of-use assets — — 92,946 5,118 — 98,064 Goodwill — — 1,695,451 159,378 — 1,854,829 Other intangible assets, net — — 270,584 2,745 — 273,329 Investment in subsidiaries 145,011 1,648,822 63,390 — (1,857,223 ) — Prepaid commissions, net of current portion — — 47,300 476 — 47,776 Other assets — 2,022 26,567 1,842 — 30,431 Total assets $ 178,559 $ 1,893,488 $ 2,300,563 $ 107,086 $ (1,857,223 ) $ 2,622,473 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 9,614 $ 557 $ — $ 10,171 Accrued expenses and other current liabilities 131 14,618 62,349 8,694 — 85,792 Deferred revenue — — 351,364 24,365 — 375,729 Operating lease liabilities—short term — — 19,466 3,008 — 22,474 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 2,637 — — 2,637 Deferred consideration—short term — — 2,181 — — 2,181 Total current liabilities 131 46,224 447,611 36,624 — 530,590 Deferred revenue—long term — — 94,333 4,924 — 99,257 Operating lease liabilities—long term — — 82,192 2,402 — 84,594 Notes payable — 1,703,065 — — — 1,703,065 Other long-term liabilities — (812 ) 27,605 (254 ) — 26,539 Total liabilities 131 1,748,477 651,741 43,696 — 2,444,045 Equity 178,428 145,011 1,648,822 63,390 (1,857,223 ) 178,428 Total liabilities and stockholders' equity $ 178,559 $ 1,893,488 $ 2,300,563 $ 107,086 $ (1,857,223 ) $ 2,622,473 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 271,559 $ 15,793 $ (3,582 ) $ 283,770 Cost of revenue — — 121,476 11,051 (3,582 ) 128,945 Gross profit — — 150,083 4,742 — 154,825 Operating expense: Sales and marketing — — 61,386 2,445 — 63,831 Engineering and development — — 20,527 2,156 — 22,683 General and administrative (11 ) 52 25,055 597 — 25,693 Total operating expense (11 ) 52 106,968 5,198 — 112,207 Income (loss) from operations 11 (52 ) 43,115 (456 ) — 42,618 Interest expense and other income—net — 37,305 74 (141 ) — 37,238 Income (loss) before income taxes and equity earnings of unconsolidated entities 11 (37,357 ) 43,041 (315 ) — 5,380 Income tax (benefit) expense — (8,891 ) 22,020 (1,414 ) — 11,715 Income (loss) before equity earnings of unconsolidated entities 11 (28,466 ) 21,021 1,099 — (6,335 ) Equity loss (income) of unconsolidated entities, net of tax 6,346 (22,120 ) (1,099 ) — 16,873 — Net (loss) income $ (6,335 ) $ (6,346 ) $ 22,120 $ 1,099 $ (16,873 ) $ (6,335 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (644 ) — (644 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 812 — — — 812 Total comprehensive (loss) income $ (6,335 ) $ (5,534 ) $ 22,120 $ 455 $ (16,873 ) $ (6,167 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 823,884 $ 49,683 $ (10,671 ) $ 862,896 Cost of revenue — — 371,114 33,154 (10,671 ) 393,597 Gross profit — — 452,770 16,529 — 469,299 Operating expense: Sales and marketing — — 190,154 7,579 — 197,733 Engineering and development — — 58,893 5,666 — 64,559 General and administrative (11 ) 169 127,529 (32,475 ) — 95,212 Total operating expense (11 ) 169 376,576 (19,230 ) — 357,504 Income (loss) from operations 11 (169 ) 76,194 35,759 — 111,795 Interest expense and other income—net — 111,051 539 (387 ) — 111,203 Income (loss) before income taxes and equity earnings of unconsolidated entities 11 (111,220 ) 75,655 36,146 — 592 Income tax (benefit) expense — (26,470 ) 35,897 (601 ) — 8,826 Income (loss) before equity earnings of unconsolidated entities 11 (84,750 ) 39,758 36,747 — (8,234 ) Equity loss (income) of unconsolidated entities, net of tax 8,247 (76,503 ) (36,744 ) 19 104,983 2 Net (loss) income $ (8,236 ) $ (8,247 ) $ 76,502 $ 36,728 $ (104,983 ) $ (8,236 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (2,489 ) — (2,489 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 1,996 — — — 1,996 Total comprehensive (loss) income $ (8,236 ) $ (6,251 ) $ 76,502 $ 34,239 $ (104,983 ) $ (8,729 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended September 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 265,165 $ 15,196 $ (3,168 ) $ 277,193 Cost of revenue — — 113,787 10,136 (3,168 ) 120,755 Gross profit — — 151,378 5,060 — 156,438 Operating expense: Sales and marketing — — 56,595 2,548 — 59,143 Engineering and development — — 25,954 2,303 — 28,257 General and administrative 401 58 29,880 (30 ) — 30,309 Total operating expense 401 58 112,429 4,821 — 117,709 (Loss) income from operations (401 ) (58 ) 38,949 239 — 38,729 Interest expense and other income—net — 35,925 (38 ) (135 ) — 35,752 (Loss) income before income taxes and equity earnings of unconsolidated entities (401 ) (35,983 ) 38,987 374 — 2,977 Income tax (benefit) expense — (8,563 ) 3,616 108 — (4,839 ) (Loss) income before equity earnings of unconsolidated entities (401 ) (27,420 ) 35,371 266 — 7,816 Equity (income) loss of unconsolidated entities, net of tax (8,217 ) (35,635 ) (267 ) — 44,119 — Net income (loss) $ 7,816 $ 8,215 $ 35,638 $ 266 $ (44,119 ) $ 7,816 Comprehensive income (loss): Foreign currency translation adjustments — — — (1,001 ) — (1,001 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 240 — — — 240 Total comprehensive income (loss) $ 7,816 $ 8,455 $ 35,638 $ (735 ) $ (44,119 ) $ 7,055 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 799,637 $ 46,059 $ (9,616 ) $ 836,080 Cost of revenue (including impairment of $17,892) — — 363,049 30,763 (9,616 ) 384,196 Gross profit — — 436,588 15,296 — 451,884 Operating expense: Sales and marketing — — 181,901 9,320 — 191,221 Engineering and development — — 70,471 6,828 — 77,299 General and administrative 1,226 175 90,494 932 (1 ) 92,826 Total operating expense 1,226 175 342,866 17,080 (1 ) 361,346 (Loss) income from operations (1,226 ) (175 ) 93,722 (1,784 ) 1 90,538 Interest expense and other income—net — 109,776 34 (412 ) — 109,398 (Loss) income before income taxes and equity earnings of unconsolidated entities (1,226 ) (109,951 ) 93,688 (1,372 ) 1 (18,860 ) Income tax (benefit) expense — (26,167 ) 27,649 1,558 — 3,040 (Loss) income before equity earnings of unconsolidated entities (1,226 ) (83,784 ) 66,039 (2,930 ) 1 (21,900 ) Equity loss (income) of unconsolidated entities, net of tax 20,674 (63,106 ) 2,930 — 39,502 — Net (loss) income $ (21,900 ) $ (20,678 ) $ 63,109 $ (2,930 ) $ (39,501 ) $ (21,900 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (1,054 ) — (1,054 ) Unrealized gain (loss) on cash flow hedge, net of taxes — (611 ) — — — (611 ) Total comprehensive (loss) income $ (21,900 ) $ (21,289 ) $ 63,109 $ (3,984 ) $ (39,501 ) $ (23,565 ) Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ — $ (88,464 ) $ 184,252 $ 37,805 $ — $ 133,593 Cash flows from investing activities: Purchases of property and equipment — — (22,159 ) (184 ) — (22,343 ) Proceeds from sale of property and equipment — — 6 — — 6 Net cash used in investing activities — — (22,153 ) (184 ) — (22,337 ) Cash flows from financing activities: Proceeds from issuance of term loan and notes, net of original issue discounts — 1,580,305 — — — 1,580,305 Repayments of term loans — (1,656,094 ) — — — (1,656,094 ) Payment of financing costs — (1,580 ) — — — (1,580 ) Payment of deferred consideration — — (4,500 ) — — (4,500 ) Principal payments on financed equipment — — (5,609 ) — — (5,609 ) Proceeds from exercise of stock options 756 — — — — 756 Intercompany loans and investments (641 ) 165,833 (147,328 ) (17,864 ) — — Net cash provided by (used in) financing activities 115 88,464 (157,437 ) (17,864 ) — (86,722 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (2,146 ) — (2,146 ) Net increase in cash and cash equivalents and restricted cash 115 — 4,662 17,611 — 22,388 Cash and cash equivalents and restricted cash: Beginning of period 92 2 57,629 11,395 — 69,118 End of period $ 207 $ 2 $ 62,291 $ 29,006 $ — $ 91,506 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (1,094 ) $ (83,729 ) $ 202,049 $ (1,546 ) $ — $ 115,680 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (8,875 ) — — (8,875 ) Purchases of property and equipment — — (26,796 ) — — (26,796 ) Proceeds from sale of property and equipment — — — 1 — 1 Net cash (used in) provided by investing activities — — (35,671 ) 1 — (35,670 ) Cash flows from financing activities: Repayments of term loans — (75,000 ) — — — (75,000 ) Payment of deferred consideration — — (2,500 ) — — (2,500 ) Principal payments on financed equipment — — (6,332 ) — — (6,332 ) Proceeds from exercise of stock options 26 — — — — 26 Intercompany loans and investments 1,331 158,730 (157,708 ) (2,353 ) — — Net cash provided by (used in) financing activities 1,357 83,730 (166,540 ) (2,353 ) — (83,806 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (483 ) — (483 ) Net increase (decrease) in cash and cash equivalents and restricted cash 263 1 (162 ) (4,381 ) — (4,279 ) Cash and cash equivalents and restricted cash: Beginning of period 21 2 64,427 26,126 — 90,576 End of period $ 284 $ 3 $ 64,265 $ 21,745 $ — $ 86,297 |