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 10 , Notes Payable, 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, and Constant Contact, Inc.(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. SinglePlatform, LLC ceased being a Subsidiary Guarantor on December 5, 2019 due to the Company's sale of the SinglePlatform business, including SinglePlatform, LLC. 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 these changes. 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 December 31, 2019 , and supplemental condensed consolidating results of operations and cash flow information for the years ended December 31, 2017 , 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 & 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 Financed equipment—long term — — — — — — Deferred consideration — — 1,364 — — 1,364 Other long-term liabilities — (612 ) 28,349 (43 ) — 27,694 Total liabilities — 1,826,422 569,166 36,465 — 2,432,053 Equity 174,454 139,839 1,559,254 57,750 (1,756,843 ) 174,454 Total liabilities and equity $ 174,454 $ 1,966,261 $ 2,128,420 $ 94,215 $ (1,756,843 ) $ 2,606,507 Condensed Consolidating Balance Sheets December 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets: Current assets: Cash and cash equivalents $ 195 $ 1 $ 80,642 $ 30,427 $ — $ 111,265 Restricted cash — — 1,732 — — 1,732 Accounts receivable — — 8,762 1,462 — 10,224 Prepaid domain name registry fees — — 48,943 6,294 — 55,237 Prepaid commissions — — 37,910 525 — 38,435 Prepaid expenses & other current assets — 90 26,847 3,756 — 30,693 Total current assets 195 91 204,836 42,464 — 247,586 Intercompany receivables, net 32,845 172,807 (87,398 ) (118,254 ) — — Property and equipment, net — — 72,751 13,174 — 85,925 Operating lease right-of-use assets — — 86,111 4,408 — 90,519 Goodwill — — 1,677,587 157,723 — 1,835,310 Other intangible assets, net — — 243,994 1,008 — 245,002 Investment in subsidiaries 163,934 1,693,565 61,023 — (1,918,522 ) — Prepaid commissions, net of current portion — — 48,289 491 — 48,780 Other assets — 1,784 27,215 1,965 — 30,964 Total assets $ 196,974 $ 1,868,247 $ 2,334,408 $ 102,979 $ (1,918,522 ) $ 2,584,086 Liabilities and stockholders' equity: Current liabilities: Accounts payable $ — $ — $ 9,474 $ 580 $ — $ 10,054 Accrued expenses and other current liabilities 20 23,554 59,695 7,141 — 90,410 Deferred revenue — — 345,116 24,359 — 369,475 Operating lease liabilities—short term — — 18,513 2,680 21,193 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 790 — — 790 Deferred consideration, short-term — — 2,201 — — 2,201 Total current liabilities 20 55,160 435,789 34,760 — 525,729 Deferred revenue, long-term — — 94,471 5,181 — 99,652 Operating lease liabilities—long term — — 76,166 1,985 — 78,151 Notes payable — 1,649,867 — — — 1,649,867 Financed equipment—long term — — — — — — Deferred consideration — — — — — — Other long-term liabilities — (714 ) 34,417 30 — 33,733 Total liabilities 20 1,704,313 640,843 41,956 — 2,387,132 Equity 196,954 163,934 1,693,565 61,023 (1,918,522 ) 196,954 Total liabilities and equity $ 196,974 $ 1,868,247 $ 2,334,408 $ 102,979 $ (1,918,522 ) $ 2,584,086 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 $ — $ — $ 1,080,220 $ 107,385 $ (10,738 ) $ 1,176,867 Cost of revenue — — 540,965 72,425 (9,460 ) 603,930 Gross profit — — 539,255 34,960 (1,278 ) 572,937 Operating expense: Sales and marketing — — 260,516 16,947 (3 ) 277,460 Engineering and development — — 66,113 12,659 — 78,772 General and administrative — 207 159,251 5,142 (628 ) 163,972 Transaction expenses — — 773 — — 773 Impairment of goodwill — — 12,129 — — 12,129 Total operating expense — 207 498,782 34,748 (631 ) 533,106 (Loss) income from operations — (207 ) 40,473 212 (647 ) 39,831 Total other expense (income)—net — 156,144 1,336 (474 ) — 157,006 (Loss) income before income taxes and equity earnings of unconsolidated entities — (156,351 ) 39,137 686 (647 ) (117,175 ) Income tax (benefit) expense — (57,504 ) 39,233 990 — (17,281 ) (Loss) income before equity earnings of unconsolidated entities — (98,847 ) (96 ) (304 ) (647 ) (99,894 ) Net loss (income) attributable to non-controlling interest 106,661 7,814 194 (17 ) (114,762 ) (110 ) Net (loss) income $ (106,661 ) $ (106,661 ) $ (290 ) $ (287 ) $ 114,115 $ (99,784 ) Net loss attributable to non-controlling interest — — 7,524 — — 7,524 Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (106,661 ) $ (106,661 ) $ (7,814 ) $ (287 ) $ 114,115 $ (107,308 ) Comprehensive (loss) income: Foreign currency translation adjustments — — — 3,091 — 3,091 Unrealized gain on cash flow hedge 34 — — — 34 Total comprehensive (loss) income $ (106,661 ) $ (106,627 ) $ (7,814 ) $ 2,804 $ 114,115 $ (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 $ — $ — $ 1,094,463 $ 64,665 $ (13,837 ) $ 1,145,291 Cost of revenue — — 490,966 43,608 (13,837 ) 520,737 Gross profit — — 603,497 21,057 — 624,554 Operating expense: Sales and marketing — — 255,272 10,152 — 265,424 Engineering and development — — 80,095 7,885 — 87,980 General and administrative (12 ) 225 168,560 (44,569 ) — 124,204 Transaction expenses — — — — — — Impairment of goodwill — — — — — — Total operating expense (12 ) 225 503,927 (26,532 ) — 477,608 Income (loss) from operations 12 (225 ) 99,570 47,589 — 146,946 Total other expense (income)—net — 148,411 506 (526 ) — 148,391 Income (loss) before income taxes and equity earnings of unconsolidated entities 12 (148,636 ) 99,064 48,115 — (1,445 ) Income tax (benefit) expense — (35,381 ) 25,253 3,882 — (6,246 ) Income (loss) before equity earnings of unconsolidated entities 12 (113,255 ) 73,811 44,233 — 4,801 Net (income) loss attributable to non-controlling interest (4,522 ) (117,778 ) (43,967 ) 16 166,518 267 Net income (loss) $ 4,534 $ 4,523 $ 117,778 $ 44,217 $ (166,518 ) $ 4,534 Net income (loss) attributable to non-controlling interest — — — — — — Net income (loss) attributable to Endurance International Group Holdings, Inc. $ 4,534 $ 4,523 $ 117,778 $ 44,217 $ (166,518 ) $ 4,534 Comprehensive income (loss): Foreign currency translation adjustments — — — (2,233 ) — (2,233 ) Unrealized loss on cash flow hedge (437 ) — — — (437 ) Total comprehensive income (loss) $ 4,534 $ 4,086 $ 117,778 $ 41,984 $ (166,518 ) $ 1,864 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 1,064,510 $ 61,650 $ (12,882 ) $ 1,113,278 Cost of revenue — — 482,246 40,932 (12,882 ) 510,296 Gross profit — — 582,264 20,718 — 602,982 Operating expense: Sales and marketing — — 245,817 12,202 — 258,019 Engineering and development — — 96,778 9,599 — 106,377 General and administrative 1,628 238 113,983 2,118 — 117,967 Gain on sale of business — — (40,700 ) — — (40,700 ) Transaction expenses — — — — — — Impairment of goodwill 12,333 12,333 Total operating expense 1,628 238 428,211 23,919 — 453,996 (Loss) income from operations (1,628 ) (238 ) 154,053 (3,201 ) — 148,986 Total other expense (income)—net — 144,034 (18 ) (562 ) — 143,454 (Loss) income before income taxes and equity earnings of unconsolidated entities (1,628 ) (144,272 ) 154,071 (2,639 ) — 5,532 Income tax (benefit) expense — (34,336 ) 49,105 3,110 — 17,879 (Loss) income before equity earnings of unconsolidated entities (1,628 ) (109,936 ) 104,966 (5,749 ) — (12,347 ) Equity loss (income) of unconsolidated entities, net of tax 10,719 (99,216 ) 5,750 — 82,747 — Net (loss) income $ (12,347 ) $ (10,720 ) $ 99,216 $ (5,749 ) $ (82,747 ) $ (12,347 ) Net loss attributable to non-controlling interest — — — — — — Net (loss) income attributable to Endurance International Group Holdings, Inc. $ (12,347 ) $ (10,720 ) $ 99,216 $ (5,749 ) $ (82,747 ) $ (12,347 ) Comprehensive (loss) income: Foreign currency translation adjustments — — — (598 ) — (598 ) Unrealized loss on cash flow hedge (279 ) — — — (279 ) Total comprehensive (loss) income $ (12,347 ) $ (10,999 ) $ 99,216 $ (6,347 ) $ (82,747 ) $ (13,224 ) 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 ) $ 281,416 $ 2,034 $ — $ 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 — — (1,933 ) (33 ) — (1,966 ) Net cash used in investing activities — — (40,134 ) (4,364 ) — (44,498 ) Cash flows from financing activities: Proceeds from issuance of term loan and notes, net of original issue discounts — 1,693,007 — — — 1,693,007 Repayments of term loans — (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 ) 193,119 (188,367 ) (2,780 ) — — Net cash provided by (used in) financing activities 77 82,188 (225,307 ) (3,663 ) — (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 (1 ) 15,975 (3,843 ) — 12,220 Cash and cash equivalents and restricted cash: Beginning of period 3 4 41,654 15,237 — 56,898 End of period $ 92 $ 3 $ 57,629 $ 11,394 $ — $ 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 (used in) provided by operating activities $ — $ (103,123 ) $ 246,188 $ 39,487 $ — $ 182,552 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — — — — — Purchases of property and equipment — — (45,694 ) (186 ) — (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 — — (45,696 ) (186 ) — (45,882 ) 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 — (1,681,094 ) — — — (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 ) 205,491 (181,755 ) (22,778 ) — — Net cash (used in) provided by financing activities (71 ) 103,122 (193,694 ) (22,778 ) — (113,421 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (1,791 ) — (1,791 ) Net (decrease) increase in cash and cash equivalents and restricted cash (71 ) (1 ) 6,798 14,732 — 21,458 Cash and cash equivalents and restricted cash: Beginning of period 92 3 57,629 11,394 — 69,118 End of period $ 21 $ 2 $ 64,427 $ 26,126 $ — $ 90,576 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2019 (in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (1,609 ) $ (97,558 ) $ 261,442 $ (302 ) $ — $ 161,973 Cash flows from investing activities: Businesses acquired in purchase transaction, net of cash acquired — — (8,875 ) — — (8,875 ) Purchases of property and equipment — — (39,126 ) — — (39,126 ) Cash paid for minority investments — — — — — — Proceeds from sale of property and equipment — — — — — — Proceeds from note receivable — — — — — — Proceeds from sale of assets — — 51,000 1 — 51,001 Purchases of intangible assets — — — — — — Net cash provided by investing activities — — 2,999 1 — 3,000 Cash flows from financing activities: Proceeds from issuance of term loan and notes, net of original issue discounts — — — — — — Repayments of term loans — (130,980 ) — — — (130,980 ) Payment of financing costs — — — — — — Payment of deferred consideration — — (2,500 ) — — (2,500 ) Principal payments on financed equipment — — (8,189 ) — — (8,189 ) Proceeds from exercise of stock options 31 — — — — 31 Intercompany loans and investments 1,752 228,537 (235,805 ) 5,516 — — Net cash provided by (used in) financing activities 1,783 97,557 (246,494 ) 5,516 — (141,638 ) Net effect of exchange rate on cash and cash equivalents and restricted cash — — — (914 ) — (914 ) Net increase (decrease) in cash and cash equivalents and restricted cash 174 (1 ) 17,947 4,301 — 22,421 Cash and cash equivalents and restricted cash: Beginning of period 21 2 64,427 26,126 — 90,576 End of period $ 195 $ 1 $ 82,374 $ 30,427 $ — $ 112,997 |