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, 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. SinglePlatform, LLC ceased being a Subsidiary Guarantor on December 5, 2019 due to the Company's sale of the SinglePlatform business, including SinglePlatform, LLC. 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, 2019 and March 31, 2020 , and supplemental condensed consolidating results of operations for the three months ended March 31, 2019 and 2020 : 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 and 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 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 stockholders' equity $ 196,974 $ 1,868,247 $ 2,334,408 $ 102,979 $ (1,918,522 ) $ 2,584,086 Condensed Consolidating Balance Sheets March 31, 2020 (unaudited, in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 1,716 $ 1 $ 78,183 $ 31,908 $ — $ 111,808 Restricted cash — — 1,731 — — 1,731 Accounts receivable — — 9,199 1,432 — 10,631 Prepaid domain name registry fees — — 50,407 6,177 — 56,584 Prepaid commissions — — 37,927 494 — 38,421 Prepaid expenses and other current assets — 57 32,223 3,809 — 36,089 Total current assets 1,716 58 209,670 43,820 — 255,264 Intercompany receivables—net 19,229 130,452 (27,304 ) (122,377 ) — — Property and equipment—net — — 79,709 12,475 — 92,184 Operating lease right-of-use assets — — 81,533 3,345 — 84,878 Goodwill — — 1,677,587 156,742 — 1,834,329 Other intangible assets, net — — 226,819 852 (1 ) 227,670 Investment in subsidiaries 171,824 1,725,932 59,193 — (1,956,949 ) — Prepaid commissions, net of current portion — — 51,564 486 — 52,050 Other assets — 1,615 27,818 2,043 — 31,476 Total assets $ 192,769 $ 1,858,057 $ 2,386,589 $ 97,386 $ (1,956,950 ) $ 2,577,851 Liabilities and stockholders' equity Current liabilities: Accounts payable $ — $ — $ 14,283 $ 396 $ — $ 14,679 Accrued expenses and other current liabilities 724 13,282 62,238 6,396 — 82,640 Deferred revenue — — 354,589 22,929 — 377,518 Operating lease liabilities—short term — — 18,328 1,981 — 20,309 Current portion of notes payable — 31,606 — — — 31,606 Current portion of financed equipment — — 6,081 — — 6,081 Deferred consideration—short term — — 2,225 — — 2,225 Total current liabilities 724 44,888 457,744 31,702 — 535,058 Deferred revenue—long term — — 97,181 4,911 — 102,092 Operating lease liabilities—long term — — 71,774 1,566 — 73,340 Notes payable — 1,641,938 — — — 1,641,938 Financed equipment, long-term — — 597 — — 597 Other long-term liabilities — (594 ) 33,361 14 — 32,781 Total liabilities 724 1,686,232 660,657 38,193 — 2,385,806 Equity 192,045 171,825 1,725,932 59,193 (1,956,950 ) 192,045 Total liabilities and stockholders' equity $ 192,769 $ 1,858,057 $ 2,386,589 $ 97,386 $ (1,956,950 ) $ 2,577,851 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2019 (unaudited, in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 268,459 $ 15,593 $ (3,369 ) $ 280,683 Cost of revenue — — 117,032 10,191 (3,369 ) 123,854 Gross profit — — 151,427 5,402 — 156,829 Operating expense: Sales and marketing — — 63,738 2,850 — 66,588 Engineering and development — — 21,602 2,092 — 23,694 General and administrative — 58 31,051 284 — 31,393 Total operating expense — 58 116,391 5,226 — 121,675 (Loss) income from operations — (58 ) 35,036 176 — 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 ) 35,022 311 — (1,769 ) Income tax (benefit) expense — (8,830 ) 10,149 400 — 1,719 (Loss) income before equity earnings of unconsolidated entities — (28,272 ) 24,873 (89 ) — (3,488 ) Equity loss (income) of unconsolidated entities, net of tax 3,488 (24,784 ) 89 — 21,207 — Net (loss) income $ (3,488 ) $ (3,488 ) $ 24,784 $ (89 ) $ (21,207 ) $ (3,488 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (401 ) — (401 ) Unrealized gain (loss) on cash flow hedge, net of taxes — (961 ) — — — (961 ) Total comprehensive (loss) income $ (3,488 ) $ (4,449 ) $ 24,784 $ (490 ) $ (21,207 ) $ (4,850 ) Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2020 (unaudited, in thousands) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 260,579 $ 15,564 $ (3,949 ) $ 272,194 Cost of revenue — — 108,425 11,788 (3,949 ) 116,264 Gross profit — — 152,154 3,776 — 155,930 Operating expense: Sales and marketing — — 65,647 1,544 — 67,191 Engineering and development — — 23,911 2,963 — 26,874 General and administrative 482 61 31,160 (827 ) — 30,876 Total operating expense 482 61 120,718 3,680 — 124,941 (Loss) income from operations (482 ) (61 ) 31,436 96 — 30,989 Interest expense and other income—net — 32,546 120 (102 ) — 32,564 (Loss) income before income taxes and equity earnings of unconsolidated entities (482 ) (32,607 ) 31,316 198 — (1,575 ) Income tax (benefit) expense — (7,759 ) 7,769 659 — 669 (Loss) income before equity earnings of unconsolidated entities (482 ) (24,848 ) 23,547 (461 ) — (2,244 ) Equity loss (income) of unconsolidated entities, net of tax 1,762 (23,088 ) 462 — 20,864 — Net (loss) income $ (2,244 ) $ (1,760 ) $ 23,085 $ (461 ) $ (20,864 ) $ (2,244 ) Comprehensive income (loss): Foreign currency translation adjustments — — — (557 ) — (557 ) Unrealized gain (loss) on cash flow hedge, net of taxes — 372 — — — 372 Total comprehensive (loss) income $ (2,244 ) $ (1,388 ) $ 23,085 $ (1,018 ) $ (20,864 ) $ (2,429 ) |