2015
ANNUAL REPORT
Notice of General Annual Meeting of
Shareholders & Proxy Statement
FINANCIAL AND OPERATING METRICS
GAAP REVENUE
(MM)
$741.3
$629.8
$520.3
FY 2013
FY 2014
FY 2015
ADJUSTED REVENUE*
(MM)
$747.0
$651.9
$528.1
The letter to shareholders contains forward-looking
statements that involve risks and uncertainties,
including, without limitation, statements reflecting
our expectations about the benefits of the Constant
Contact acquisition and our ability to continue to
build scale through acquisitions, effectively integrate
Constant Contact, build our portfolio of growth
products, increase cash flow, and reduce leverage.
These and other statements that are not statements
relating to historical matters should be considered
forward-looking statements. Actual results may differ
materially from those indicated by such
forward-looking statements as a result of numerous
important factors, including those discussed in “Risk
Factors” in our enclosed annual report on Form 10-K.
ADJUSTED EBITDA*
(MM)
$267.5
$235.6
$207.9
FY 2013
FY 2014
FY 2015
FY 2013
FY 2014
FY 2015
SUBSCRIBERS AT PERIOD END
(’000S)
4,669
4,087
3,502
AVERAGE REVENUE PER SUBSCRIBER*
$13.09
$14.48
$14.29
FY 2013
FY 2014
FY 2015
FY 2013
FY 2014
FY 2015
*Adjusted Revenue, Adjusted EBITDA and ARPS are non-GAAP financial measures. Please see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our enclosed annual report on Form 10-K for non-GAAP
reconciliations and definitions, including important information about total subscribers and ARPS.
DEAR FELLOW SHAREHOLDERS
Fiscal 2015 results reflected a sound year both
operationally and financially. The company grew
GAAP revenue by 18 percent to $741.3 million in 2015.
Adjusted revenue grew 15 percent to $747.0 million.
Our subscriber base increased to 4.7 million
subscribers on platform this year, and average
revenue per subscriber was $14.29 for the full year.
Adjusted EBITDA grew 14 percent in the year to
$267.5 million. GAAP cash from operations increased
24 percent to $177.2 million in fiscal 2015 and our
free cash flow, defined as cash flow from operations,
less capital expenditures and capitalized leases, grew
23 percent from last fiscal year, to $141.2 million.
Our double-digit growth in free cash flow was a
result of balancing revenue growth with investments,
this fiscal year and in past years. Investments in the
business, whether through operations or through the
flexibility provided by strong growth in adjusted
EBITDA and free cash flow, have been key to our
success. During fiscal 2015, we continued to invest in
the future through innovative new gateway products
aimed at bringing SMBs online. We launched our
branded mobile website builder, Impress.ly, rolled
out our cloud hosting offer, and continued
investment behind our site builder product. With a
fragmented end market of millions of SMBs, our
go-to-market strategy of offering an array of
solutions through a wide portfolio of brands and
products continues to drive success for Endurance.
During the year, we also continued to invest in
broadening our reach through acquisitions. The
landscape for SMB services is fragmented, and we
believe our size and experience position us well to
continue building scale over time through
acquisitions. We acquired three hosting companies
during the year. We also acquired a data center,
providing us with added flexibility and increased
cost savings. Finally, also in 2015, we signed a
definitive agreement to acquire Constant Contact,
which closed in February of 2016. We believe that
this acquisition positions us firmly as an SMB online
marketing services provider, offering end-to-end
solutions for our subscribers. With Constant Contact,
we also acquired a set of capabilities and a group of
talented employees whose expertise will contribute
to innovation in the SMB online services space. We
are very excited about this acquisition, and look
forward to integration in the coming year.
For 2016, we have three key priorities. First, we will
focus on integrating Constant Contact into our
portfolio of successful brands. Second, we will focus
on profitable growth in 2016. We feel very good about
the prospects for our new growth initiatives built
around our site builder products, our mobile website
builder product, and a range of other new services.
Third, we will focus on increasing free cash flow and
reducing financial leverage over the next few years.
Longer term, our aspiration is to create a fully
integrated solution for our millions of subscribers.
We seek to leverage a broad product set in order to
create solutions that integrate web presence with
mobile, email marketing, social presence
management, security, and other services. We believe
in the importance and strength of SMBs, and intend
to accompany them along their journey, helping them
build, grow and succeed with their ventures. Our
success is tied to their success, and their strength,
resiliency, and desire to expand their businesses are
what keep us motivated.
Another important driver of our success is our base
of talented and dedicated employees. We were able
to serve the SMB market, build scale, and invest back
into our business thanks to their dedication and hard
work. We ended the year with over 2,500 employees
across the United States, United Kingdom, India, Israel
and Brazil. We could not reach our goals and serve
the SMB market with such success if it weren’t for
them and I thank them for their continued efforts.
Finally, the confidence shareholders have afforded to
management over a year of both challenges and
opportunities has allowed us to focus on the business,
work toward meeting our goals, and set strategy for
the future. We are grateful for your support and
continue to work toward longer-term goals in order
to create lasting value for all constituents.
Yours very truly,
Hari Ravichandran
Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015
OR
‘ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
to
Commission File Number: 001-36131
Endurance International Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
10 Corporate Drive, Suite 300
Burlington, Massachusetts
(Address of principal executive offices)
46-3044956
(I.R.S. Employer
Identification No.)
01803
(Zip code)
(781) 852-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.0001 per share
Name of exchange on which registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ‘ No È
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one)
Large accelerated filer È
Non-accelerated filer ‘ (Do not check if a smaller reporting company)
‘
Accelerated filer
Smaller reporting company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
The aggregate market value of common stock held by non-affiliates of the registrant based on the closing price of the registrant’s
common stock as reported on the NASDAQ Global Select Market on June 30, 2015, was $1,250,205,625.
As of February 19, 2016 there were 137,479,304 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2016 Annual Meeting of Stockholders, which the registrant intends to file
pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of
December 31, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I.
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III.
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . .
Item 14. Principal Accountants Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV.
Page
2
13
48
48
49
50
51
53
55
89
90
140
140
144
146
146
146
146
146
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
148
F
o
r
m
1
0
-
K
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, contained in
this Annual Report on Form 10-K, including statements regarding our future results of operations and financial
position, business strategy and plans and objectives of management for future operations, are forward-looking
statements. These statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. The words “anticipate,”
“may,” “believe,” “predict,” “potential,” “continue,” “could,” “should,” “contemplate,” “can” “estimate,”
“intend,” “likely,” “would,” “project,” “seek,” “target,” “might,” “plan,” “strategy,” “will,” “expect” and similar
expressions or variations are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. This Annual Report on Form 10-K includes, among other things,
forward-looking statements regarding our future results, growth and financial position, including, without
limitation, statements about: the expected benefits of our acquisition of Constant Contact, Inc., or Constant
Contact, including our ability to achieve cost savings or synergies from the acquisition in the expected amounts
or timeframes or at all; the expected timing and amount of restructuring charges associated with the Constant
Contact acquisition; our expectations for capital expenditures during the next twelve months; our ability to
increase our total number of subscribers; our ability to increase our average revenue per subscriber, or ARPS,
over the lifetime of a subscriber; our ability to use new product gateways and expand our points of subscriber
engagement to reach new subscribers and sell subscribers additional products and services; our plans to introduce
new products; our plans for additional investment in marketing initiatives; our plans to continue to expand our
international operations and add to our portfolio of brands, including through acquisitions and strategic
investments; our plans to pursue future acquisitions, joint ventures and strategic investments generally; the
expected benefits and results of our acquisitions completed in 2015; our intended approach to defending certain
legal proceedings; and our expectations related to technological change, marketing trends and consumer demand,
including, without limitation, expectations for projected growth in small and medium-sized businesses, or SMBs,
worldwide and an increasing SMB an online presence and related additional products and services that we
believe will drive a market for our solutions.
These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are
subject to a number of risks, uncertainties and assumptions. We may not actually achieve the plans, intentions or
expectations disclosed in our forward-looking statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make as a result of a number of important factors.
These important factors include our “critical accounting policies and estimates” described in Part II, Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting
Policies and Estimates” and the factors set forth in Part I, Item 1A, “Risk Factors” and elsewhere in this Annual
Report on Form 10-K. Our forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments we may make.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking
statements contained herein, and we expressly disclaim any obligation to update or revise any forward-looking
statements, whether as a result of any new information, events, circumstances or otherwise.
As used in this Annual Report on Form 10-K, the terms “Endurance,” “the Company,” “we,” “us,” and
“our” mean Endurance International Group Holdings, Inc. and its subsidiaries unless the context indicates
otherwise.
1
Item 1.
Business
Overview
Part I
We are a leading provider of cloud-based platform solutions designed to help small and medium-sized
businesses, or SMBs, succeed online. Leveraging our proprietary technology platform, we serve approximately
4.7 million subscribers globally with a comprehensive and integrated suite of over 150 products and services that
help SMBs get online, get found and grow their businesses. Historically, our products focused largely on web
hosting and other basic web presence solutions such as domains, but over time we have expanded to offer
security, site backup, SEO and SEM, Google Adwords, mobile solutions, social media enablement, website
analytics, email marketing and productivity and e-commerce tools, among others. More recently, we have
launched additional products and services, including website builders, mobile site builders, cloud hosting
solutions, premium domains and cloud storage solutions, both to satisfy existing subscriber needs and to expand
the product gateways through which new subscribers initially reach us.
Over our 18-year history, we have refined our platform and our analytics to collect insights into the needs
and aspirations of our subscribers. These insights allow us to engage our subscribers in timely and compelling
ways, driving significant business value for them. We believe that our platform delivers cloud-based solutions
quickly, cost-effectively, reliably and securely. These strengths and capabilities help us attract and retain
subscribers, who then demand additional products and services from us over time.
On October 30, 2015, we entered into a definitive agreement pursuant to which we agreed to acquire all of
the outstanding shares of common stock of Constant Contact, Inc., or Constant Contact, for $32.00 per share in
cash, for a total purchase price of approximately $1.1 billion. Constant Contact is a leading provider of online
marketing tools that are designed for small organizations, including small businesses, associations and non-
profits. This acquisition, which closed on February 9, 2016, combines two leaders in small business online
products and services, creating a comprehensive suite of online marketing tools and end-to-end solutions for our
subscribers.
Market Opportunity
Small and medium businesses represent a large and diverse market, both in the United States and
internationally. According to the U.S. Census Bureau, there were approximately 28 million small businesses in
the United States in 2011, of which 22 million were non-employer firms, or companies that do not have paid
employees. Worldwide, there were estimated to be approximately 75 million SMBs in 2014.
We believe the growth in global Internet penetration and the proliferation of mobile devices are changing
the way in which consumers discover and transact with businesses. As a result, SMBs are increasingly adopting
technology to operate and grow their businesses, but the market penetration of web presence and marketing
technologies among SMBs remains limited. Studies indicate that of SMBs in the United States, almost 50% do
not have a website and over 70% of SMBs do not use email marketing. Worldwide, many SMBs, particularly in
emerging markets, are moving online due to wider availability of Internet infrastructure and mobile connectivity.
We believe that these factors result in a significant worldwide market opportunity for us.
Over our 18-year history, we have developed a deep understanding of the diverse needs of SMBs and the
challenges of serving them at scale. We believe SMBs are:
•
Seeking to address fundamental business challenges and opportunities. SMB customers are shifting
their activities online and embracing mobile technologies, social media and e-commerce, which
requires SMBs to deploy technology tools, serve customers and compete for business in new and
innovative ways. As a result, SMBs are seeking to take advantage of new technology solutions to
transform their businesses or build new businesses that were not previously possible.
2
•
In need of informed guidance and support. Most SMBs, particularly those with five or fewer
employees, which represent the majority of our subscribers, have limited technological expertise and
resources. As a result, SMBs require informed advice and support on ways to improve their operations
and take advantage of new opportunities through technology.
• Facing budget constraints limiting their ability to make large capital investments in technology.
SMBs want to leverage modern technology, but are seeking cost-effective solutions that do not require
large upfront investments, especially given their size and available resources.
• Difficult to reach and serve effectively, given their breadth and diversity. SMBs are fragmented in
terms of size, geography, sophistication and type of industry. As a result, it is challenging to effectively
market to, acquire and serve SMB subscribers at scale and in a cost-effective manner.
F
o
r
m
1
0
-
K
Our Strengths
Our passion for empowering diverse SMBs to navigate the rapidly changing technology landscape and our
years of experience serving this large and fragmented market have led us to develop a strong, efficient and
differentiated business model with the following advantages and attributes:
• Attractive subscription model and retention rates. Our revenue is primarily subscription-based. Our
subscriptions require payment in advance, which is typically made by credit card, and Endurance
subscribers have an average term of approximately 16 months. This subscription-based model provides
significant cash flow benefits and revenue visibility. In addition, because our products and services are
typically integral to an SMB having an online presence, we benefit from high revenue retention rates.
•
Integrated and comprehensive suite of products and services. We offer an integrated technology
platform with a wide range of products and services designed to help SMB subscribers get online, get
found and grow their businesses. Our cloud-based offerings allow our subscribers to select a
customized set of solutions from among a broad range of internally developed and third-party products,
which we deliver to subscribers on demand through the cloud.
• Affordable solutions delivered in a cost-effective manner. Our cloud-based delivery model enables
our subscribers to address their business needs with minimal upfront capital investment. We deliver
affordable solutions to our subscribers by operating an integrated, cloud-based technology platform
that permits us to deliver our products and services efficiently, deploy new products and services
quickly and efficiently, and add and serve new subscribers cost-effectively. We have developed
proprietary techniques that help us operate with efficient server configurations, resulting in low capital
expenditures.
•
Intelligent subscriber engagement. We leverage our technology and proprietary data and analytics to
identify subscriber needs and opportunities based on type of business, length of time in business,
geography, products and services previously purchased from us and various other factors. These
insights allow us to engage our subscribers proactively in a timely manner through multiple customer
engagement channels, such as phone, chat and email interactions with our sales and support
organizations, the control panels we make available to our subscribers to manage their websites, our
network of resellers and referral partners, proprietary mobile applications, such as Business on Tapp,
and our application store, Mojo Marketplace. This ongoing multi-channel engagement allows us to
offer and sell relevant and useful additional products and services to our subscribers at opportune
times, driving higher average revenue per subscriber, or ARPS, over the lifetime of our subscribers.
• Multi-brand approach. The SMB market is broad, diverse and fragmented in terms of geography,
industry, size and degree of technological sophistication. As a result, we use a multi-brand approach to
precisely target the SMB universe, identify the best ways to reach different categories of subscribers
and tailor our brands and service offerings specifically toward those audiences. For example, our
Bluehost brand targets SMBs with greater technical expertise and a desire to build their own solutions,
3
while our HostGator brand targets SMBs who value relatively higher levels of support. This
multi-brand approach allows us to manage our subscriber acquisition costs effectively and to provide a
diverse base of subscribers with a highly relevant experience on our platform.
• Cost-effective multi-channel customer acquisition. We attract a significant percentage of our new
subscribers through word-of-mouth referrals, at no cost to us. We actively monitor and manage our Net
Promoter Scores, or NPS, a customer satisfaction metric developed by Bain & Company, and believe
that our favorable NPS scores, along with our large base of subscribers, help drive word-of-mouth
referrals. The majority of our program marketing expense is associated with targeted pay-per-click, or
PPC, based online marketing and with payments to our large network of referral partners, who drive
subscribers to us on a paid referral basis. Payments to our referral partners occur after a subscriber
signs up on our platform and therefore allow us to readily determine the returns on our marketing
spend. In addition to word-of mouth referrals, referral channels and PPC, we have also entered into
strategic partnerships that help us reach additional subscribers, such as the Google “Let’s Put Our
Cities on the Map” initiative in the United States, similar partnerships with Google in India and
Southeast Asia and our strategic alliance with WordPress.
• Multiple gateways for customer acquisition. We believe that SMBs have varying needs and starting
points in their journey to create an online presence and grow their business. Historically, our products
focused largely on web hosting and other basic web presence solutions such as domains, but over time
we have expanded to offer security, site backup, SEO and SEM, Google Adwords, mobile solutions,
social media enablement, website analytics, email marketing and productivity and e-commerce tools,
among others. More recently, we have launched additional products and services, including website
builders, mobile site builders, cloud hosting solutions, premium domains and cloud storage solutions,
both to satisfy existing subscriber needs and to expand the product gateways through which new
subscribers initially reach us.
Our Strategy
Since our formation in 1997, we have focused on helping SMBs establish, manage and grow their
businesses. To fuel our future growth, we plan to continue to increase our scale, broaden our subscriber footprint,
expand our range of product and service offerings and pursue strategic acquisitions.
We believe a combination of increases in total subscribers and growth in ARPS over the lifetime of a
subscriber drives our growth, and we intend to grow both of these metrics by leveraging the strengths of our
approach to serving the SMB market. Additionally, given the fragmented nature of the market, we believe we can
continue to grow through both mergers and acquisitions and strategic investments to expand our subscriber
acquisition funnel, add more brands, expand our suite of products and services, enter new geographies, and grow
our partner channels.
Increasing Total Subscribers
We plan to increase total subscribers by continuing to leverage our multi-channel, multi-brand approach and
invest in multiple gateways to reach new subscribers. Through our launch of additional products and services
such as website builders, mobile site builders, cloud hosting solutions, premium domains and cloud storage
solutions, we have been able to expand the product set through which subscribers initially reach us, and we
expect to continue to introduce new products and services that will serve as entry points to acquire new
subscribers.
We also expect to reach new subscribers by continuing to expand our geographic footprint, particularly in
emerging markets, as more SMBs in these markets come online due to wider availability of Internet
infrastructure and mobile connectivity, and by continuing to add to our portfolio of brands, including through
acquisitions and strategic investments, in order to target specific segments of the SMB market globally.
4
Increasing Average Revenue per Subscriber Over Time
We plan to increase ARPS over the lifetime of a subscriber by offering subscribers relevant additional
products and services at opportune times in the life of their business. These additional products and services
range from lower-priced, more common services such as applications, additional domains and email, to higher-
priced, higher-value items such as advanced hosting services, mobile and productivity solutions and professional
services.
We also expect to expand our points of subscriber engagement to create additional opportunities to educate
our subscribers about the value of our solutions and to allow them to more easily access our products and
services.
F
o
r
m
1
0
-
K
Pursuing Strategic Acquisitions and Investments
We consider acquisitions to be an important tool to enhance the growth of our company and have acquired
and integrated many businesses and assets since our inception. We believe the market for products and services
focused on solutions for SMBs remains fragmented, with multiple providers offering products or services
targeted at meeting the varying needs of SMBs. Given this landscape, we see an opportunity to increase our
subscriber base and broaden our product suite through consolidation of the market. Over the years, we have used
acquisitions to extend our geographic reach, acquire new subscribers, expand our product offerings and
gateways, improve our services, achieve cost savings and scale our operations. We expect to continue to pursue
acquisitions for these and other strategic purposes.
We also regularly make strategic investments in, and enter into joint ventures with, third parties. These
arrangements are typically with small companies focused on developing products that we believe may serve as
effective new gateways to acquire new subscribers or that may appeal to our existing subscriber base. We believe
these arrangements allow us to tap into the product expertise, entrepreneurial energy and agility of smaller
companies to help us efficiently bring innovative new products to market.
Constant Contact Acquisition
On October 30, 2015, we entered into a definitive agreement pursuant to which we agreed to acquire all of
the outstanding shares of common stock of Constant Contact for $32.00 per share in cash, for a total purchase
price of approximately $1.1 billion. The acquisition closed on February 9, 2016.
Expected benefits of the acquisition include:
• Extension of Endurance’s product offerings. We will increase our product portfolio of solutions and
integrated products through the addition of Constant Contact’s suite of online marketing tools such as
email marketing, event management, social media integration and contact management systems. We
expect to offer Constant Contact’s email marketing products alongside our existing products, thereby
expanding our position as a leading provider of end-to-end web presence and marketing solutions for
SMBs.
• Extension of Endurance’s core capabilities. Constant Contact has historically focused heavily on
product development, and specifically on user experience, subscriber analytics and engagement
models. We expect that the combination of this expertise with our historic focus on marketing networks
and distribution platforms will enhance our standing as a leader in online SMB services as we expand
to a more comprehensive suite of products and services for SMBs.
• Continuation of a successful partnership. The acquisition will build on our existing partnership with
Constant Contact, through which we already offer the Constant Contact suite of products along with
other products and services we make available to our subscriber base. Based on the results of this
partnership to date, we believe that there is considerable demand within our subscriber base for
Constant Contact’s suite of products.
5
• Creation of significant operational and financial scale. We expect efficiencies to come from
leveraging our fixed costs, sharing talent in technology and product development, the reduction of
redundant costs and the combined use of our marketing channels. As we grow following the
acquisition, we expect these efficiencies to support longer-term growth and value creation for our
subscribers.
In connection with and concurrently with the acquisition, we entered into a $735 million first lien
incremental term loan facility and a $165 million revolving credit facility (which will replace our existing $125
million senior secured revolving credit facility), and our wholly owned subsidiary EIG Investors issued $350
million aggregate principal amount of 10.875% senior notes due 2024. We refer to the incremental first lien term
loan facility and revolving credit facility, together with our previously existing first lien term loan facility, as the
“Senior Credit Facilities” and to the 10.875% senior notes due 2024 as the “Notes”. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in
Part II, Item 7 of this Annual Report on Form 10-K for additional information on the financing transactions
associated with our acquisition of Constant Contact.
Because our acquisition of Constant Contact was completed in 2016, our financial results and key metrics
presented in this Form 10-K do not reflect this acquisition or the related financing transactions.
During 2015, in addition to entering into the definitive agreement to acquire Constant Contact, we
completed the acquisitions of certain assets of the Verio hosting business of NTT America, Inc., or Verio, and
substantially all of the assets of World Wide Web Hosting, LLC, or World Wide Web Hosting, and Ecommerce,
LLC, or Ecommerce. We expect the acquisitions of these smaller web hosting businesses will extend our reach in
the web presence market and allow us to achieve additional operational efficiencies and economies of scale. We
also purchased our largest data center through transactions with Ace Data Centers, Inc., Ace Holdings, LLC and
its owners, which we expect will provide us with cost efficiencies and increased control over the facility. We
refer to these transactions collectively as the Ace acquisition.
In 2014, we completed several strategic acquisitions that expanded our product portfolio, our gateways to
reach new subscribers and our reach in the web presence market, including acquisitions of domain name
businesses, a website builder, a mobile web builder and a small web hosting company. Also in 2014, we acquired
the web presence business of Directi from Directi Web Technologies Holdings. The Directi acquisition provided
us with an established international presence focused on growing emerging markets such as India, Turkey, China,
Russia and Indonesia, as well as the ability to expand our geographic footprint by taking our existing portfolio of
brands to international markets, as we have done in several emerging markets to date. In addition, we made
strategic investments in AppMachine B.V., or AppMachine, a mobile app builder company, and WZ UK Ltd., a
provider of technology and sales marketing services associated with web builder solutions.
Our Products and Services
We offer an integrated and comprehensive suite of products and services that help SMBs get online, get
found and grow their businesses. Our offerings can be broadly grouped as follows:
Getting SMBs Online
Through a combination of do-it-yourself tools and managed professional services, we provide SMBs an easy
and cost-effective way to create an online presence. We offer the following products and services to get SMBs
online quickly, easily and affordably.
• Web Hosting. By providing a consolidated set of core products, services and resources that share
storage, bandwidth and processing power, our entry-level shared hosting services enable subscribers to
create an initial web presence quickly and cost-effectively.
6
F
o
r
m
1
0
-
K
• Website Builders. We offer a variety of proprietary, third-party and open source website building tools
that enable subscribers with varying degrees of technical sophistication to create a customized web
presence. We also offer various premium elements that subscribers can purchase separately to enhance
their website and provide a more engaging user experience for their customers, including premium
themes, mobile optimization, social networking features, customer interaction tools, embedded videos,
photo galleries, blogs, maps, polls and community forums.
• Domain Registration, Management and Resale. As an accredited domain registrar with over
12.2 million domains under our management at December 31, 2015, we enable our subscribers to
search and purchase available domain names from a wide spectrum of domain registries. We also
maintain a portfolio of premium domains that are available for resale to our subscribers.
•
•
Security. We offer malware protection solutions to help protect our subscribers’ websites from viruses,
malicious code and other threats. Our premium offerings, including a web application firewall, can help
prevent attacks on subscriber websites before they affect subscriber data or operations. For subscribers
that collect personally identifiable information or other private data from their customers and website
visitors, we offer a variety of Secure Socket Layer, or SSL, certificates that encrypt data collected on a
subscriber’s website. We also offer products that help subscribers achieve payment card industry
compliance for maintaining sensitive information.
Site Back-Up. We offer enhanced backup control solutions that enable subscribers to schedule,
maintain, manage and restore backups of their online data and websites to meet their particular
business needs.
Getting SMBs Found
Our marketing solutions enable subscribers to increase their online visibility, attract more customers to their
websites and build customer loyalty.
• Mobile. We offer solutions that allow our subscribers to have their websites rendered on mobile
devices and target mobile customers for their businesses, among other features and functionality. We
also offer third-party applications that enable mobile payments and commerce. During 2014, we
entered into a partnership with, and acquired a 40% interest in, a mobile app builder company,
AppMachine, which allows businesses to create a custom app and make it available in the Apple
AppStore or on Google Play. In 2015, using the AppMachine technology, we launched the Impress.ly
brand, which allows users to quickly and easily create a mobile-ready site for their business.
•
•
Search Engine Optimization (SEO) and Search Engine Marketing (SEM). We offer a variety of
search engine optimization and marketing solutions that can improve a subscriber’s ability to be
discovered by potential customers. These services help a subscriber distribute its business profile to
online directories and manage links and keywords with on-page diagnostic tools. We also offer fully
managed PPC services designed to direct traffic to a subscriber’s website, email or phone.
Social Media. We offer tools and services that enable our subscribers to communicate effectively with
their customers and potential customers through social networks. Our platform enables our subscribers
to easily integrate their website content and sales and marketing efforts into Facebook, Twitter and
other forms of social media. We also enable our subscribers to track the results of their social media
campaigns. Our acquisition of Constant Contact enhances this capability due to the integration of social
media capabilities, including social media campaign and analytics tools, across the Constant Contact
product suite.
• Analytics. We offer control panels and dashboards that enable our subscribers to analyze activity on
their websites and optimize the impact of their web presence design and marketing campaigns to more
effectively reach their customers.
7
Helping SMBs Grow
We offer a wide array of applications and services that can help our subscribers grow their businesses over
time by enabling them to have dedicated processing power to drive their websites, consistently get in front of
their customers, collaborate more efficiently with their employees, partners and customers, better manage their
businesses, and have advanced, secure online payment services.
• Advanced Web Hosting. In addition to providing shared hosting services, we also provide Virtual
Private Server, or VPS, hosting and dedicated hosting solutions. As a subscriber’s business expands
and the demands on its website increase, these more customizable and higher performance solutions
allow our subscribers to build additional functionality into their websites, offer high bandwidth content
and drive more commerce and marketing activities while reducing load times and site speeds.
Subscribers can start with an advanced web hosting solution or upgrade from an existing shared hosting
service.
• Email Marketing. Constant Contact’s email marketing product allows small businesses and other small
organizations to easily create, send and track professional-looking email campaigns, allowing them to
communicate effectively with their customers and potential customers via email. Email marketing
services available to subscribers include building and segmenting mailing lists, designing and
managing email newsletters, coupons and landing pages, scheduling and sending email messages, and
reporting and tracking the results of each campaign.
• Productivity Solutions. We offer our subscribers professional, secure, reliable email capabilities,
including custom mailboxes that reflect a subscriber’s domain name, spam filters, email aliases and
forwarding functionality. Our communications tools also allow a subscriber to unify its email inbox
with other communications streams, such as social media feeds. Through our partnership with Google,
we also offer our customers Google Apps for Work, which includes an integrated suite of email,
collaboration, and file sharing tools.
• E-commerce Enablement. As our subscribers grow their businesses and their demands on e-commerce
increase, we offer products that enable secure and encrypted payments, shopping carts, payment
processing and related services, mobile payments and other forms of e-commerce to expand the way
SMBs conduct business online.
• Professional Services. For subscribers who have extensive demands for web design, content
aggregation and presentation or have unique requirements for their web presence, we offer professional
services with dedicated engineering and web design to help them create their ideal web presence
complete with integration with some of the more advanced e-commerce, productivity and marketing
products we offer.
•
SinglePlatform. Constant Contact’s SinglePlatform product provides local businesses the ability to
create and manage digital storefront listings through one interface. The digital storefront, which may
include menus, photos, services, offers and featured products, is distributed online across over 100
online publishers, including multiple websites and mobile applications such as Yelp, Urbanspoon,
Foursquare, YellowPages, WhitePages and TripAdvisor. SinglePlatform increases a merchant’s reach
and helps small businesses to be found online and via mobile sites by consumers.
Subscriber Support
Our support agents assist our subscribers in a proactive, consultative manner, engaging with an average of
more than 35,000 subscribers per day via phone, email and chat. We leverage our proprietary data and subscriber
management software to deliver differentiated support, which we believe enables us to deepen relationships with
our subscribers and help them succeed as they grow. Our support personnel not only assist subscribers with
technical issues, but also focus on understanding the business goals of each subscriber to help identify the right
products and services to achieve those goals. We believe this contributes to subscriber retention and our ability to
8
sell more products and services. Our primary support centers are located in, Arizona, Colorado, Texas, Utah, the
United Kingdom, Brazil and India, and we have third-party support arrangements in India, the Philippines and
China.
Technology Platform
We have invested significant resources to develop and enhance our technology platform and collect a vast
amount of proprietary data. We use a data-driven approach to design business processes that allow us to innovate,
develop and deploy solutions that meet the demands of SMBs and provide a superior experience for our
subscribers. Our technology platform leverages common services for the benefit of our brands and has the ability
to optimize the specific requirements of individual brands.
F
o
r
m
1
0
-
K
Integrated Platform
We have developed an integrated technology platform for our cloud-based solutions that combines open
source and proprietary software designed to grow with the needs of our subscribers. Our innovative shared
services architecture allows us to operate at a high level of service, with a high degree of customization for each
subscriber’s web presence and with a large number of subscribers per server. In addition, we have built
customized subscriber relationship management, billing and subscriber service support systems to on-board,
serve and track our subscribers at scale, and to enable subscribers to manage their own service experience. Our
subscriber service support systems also help us predict which applications a subscriber may need based on our
experience with similar subscribers, enabling our support personnel to have more informed subscriber
interactions.
Data Analytics and Business Intelligence
Our proprietary data analytics technology enables us to deliver our products and services in a highly
personalized manner and to improve our operational efficiency. We have a dedicated team of software engineers
focused on refining and further developing our proprietary analytics systems. Our use of analytics and continued
investment in developing predictive capabilities allow us to design and deliver the right solutions to our
subscribers at the right time. We believe our analytics capabilities and technology are also key contributors to our
ability to target new subscribers, retain existing subscribers and sell additional products and services to our base
of subscribers.
Applications
We offer an integrated and comprehensive suite of products and services through proprietary applications as
well as third-party technology partners who have integrated their offerings into our technology platform.
Through a combination of common services, integrated platforms, application program interfaces and processes,
we can rapidly develop and deploy new applications across our brands. A significant portion of our over 150
products and services have been internally developed. We regularly retire offerings that are underperforming and
add offerings that we believe will be in high demand based on our data insights.
Infrastructure
We employ various techniques to enhance the stability of our systems and preserve the security of
information contained on them. We utilize monitoring systems and a variety of software components to monitor
and protect our infrastructure against attempts to attack or gain unauthorized entry to our internal systems and
subscriber websites. In addition, we focus on reducing the computational requirements of our services, which
enables us to lower hardware costs. These efforts help us achieve performance capabilities such as high levels of
server density and reduce overall capital expenditures and costs to serve our subscribers. We currently serve most
of our subscribers from U.S.-based data centers, one of which is owned by us and the rest of which are co-
located.
9
Engineering and Development
Our engineering and development activity is focused on enhancing our systems, developing and expanding
product and service offerings, and integrating technology capabilities from our acquisitions. Our engineering and
development expense during 2013, 2014 and 2015 was $23.2 million, $19.5 million and $26.7 million,
respectively.
Subscriber Profile
As of December 31, 2015, we had approximately 4.7 million subscribers. Of subscribers of major
Endurance brands other than Constant Contact, approximately 80% are SMBs, and the majority of SMB
subscribers are businesses with five or fewer employees.
The industries in which our subscribers operate are very diverse, including retail, merchandising, media,
recreation, education, construction, health, beauty and wellness and arts and entertainment, among others.
Geographical Information
We currently maintain offices and conduct operations primarily in the United States, Brazil, India, Israel and
the United Kingdom. We also have third-party support arrangements in India, the Philippines and China.
Information about the geographic location of our long-lived assets and revenue is set forth in Note 20 of our
Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data” of
this Annual Report on Form 10-K.
Competition
The global cloud-based services market for SMBs is highly competitive and constantly evolving. We expect
competition to increase from existing competitors as well as potential new market entrants. Our competitors
include providers of:
•
•
offerings designed to help SMBs establish an initial web presence, such as domain name registrars and
shared hosting providers, such as GoDaddy, Web.com and United Internet; website builders, such as
Squarespace and Wix; website creation and management companies, e-commerce service providers,
security solutions providers and site backup companies;
solutions that help SMBs get found online, such as SEM companies, SEO companies, local directory
listing companies and online and offline business directories; and
• more advanced solutions targeted at growing SMBs, such as companies offering VPS and dedicated
hosting services, advanced e-commerce and security products, email marketing solutions and
productivity tools.
We believe the principal competitive factors in the cloud-based services market for SMBs are:
•
•
•
•
•
size and scale of subscriber base;
integrated cloud-based technology platform that can help target and service subscribers effectively at
scale;
depth and sophistication of data analytics and business insights tools;
cost-effective subscriber acquisition;
scope, scalability, flexibility and compatibility of product and service offerings;
10
F
o
r
m
1
0
-
K
•
•
•
•
quality of subscriber support and subscriber engagement;
brand names, reputation and subscriber satisfaction;
ease of implementation, use and maintenance; and
reliability and security.
We believe that we compete favorably with respect to each of these factors. In some instances, we have
commercial partnerships with providers in the SMB market with whom we otherwise compete.
Seasonality
We have historically experienced increased subscriber billings in the first quarter of our fiscal year as many
subscribers start businesses at the beginning of a new year. We book a significant portion of these billings as
deferred revenue and recognize the deferred revenue throughout the course of the year and beyond based on the
term of the applicable subscription. Consequently, our quarterly subscriber billings and net new subscriber
additions are typically relatively high in the first quarter of our fiscal year, while our GAAP revenue from new
subscriber additions is relatively higher in the fourth quarter of our fiscal year.
Intellectual Property and Proprietary Rights
Our intellectual property and proprietary rights are important to our business. We rely on a combination of
trademark, patent, copyright and trade secret laws, confidentiality and access-related procedures and safeguards
and contractual provisions to protect our proprietary technologies, confidential information, brands and other
intellectual property.
We use open source technologies pursuant to applicable licenses as the basis for our technology platform.
We have also developed, acquired or licensed proprietary technologies for use in our business. As of
December 31, 2015, we have twelve U.S. patents as well as four pending U.S. patent applications and several
pending foreign counterpart applications, relating to aspects of our technology platform and offerings, including
our shared services architecture, predictive analytics methods, virtualization technologies, subscriber migration
technologies and web presence improvement technologies. We believe the duration of our patents is adequate
relative to the expected lives of the technologies they cover.
We have non-disclosure, confidentiality and license agreements with employees, contractors, subscribers
and other third parties, which limit access to and use of our proprietary information. Though we rely in part upon
these legal and contractual protections, as well as various procedural safeguards, we believe that the skill and
ingenuity of our employees, the functionality and frequent enhancements to our solutions and our ability to
introduce new products and features that meet the needs of our subscribers are more important to maintaining our
competitive position in the marketplace.
We have an ongoing trademark and service mark registration program pursuant to which we register our
brand names and product names, taglines and logos in the United States and other countries to the extent we
determine appropriate and cost-effective. We also have common law rights in some unregistered trademarks that
were established over years of use. In addition, we have a trademark and service mark enforcement program
pursuant to which we monitor applications filed by third parties to register trademarks and service marks that
may be confusingly similar to ours, as well as the use of our major brand names in social media, domain names
and other Internet sites.
Despite our efforts to preserve and protect our intellectual property, unauthorized third parties may attempt
to copy, reverse engineer or otherwise obtain access to our proprietary rights, and competitors may attempt to
11
develop solutions that could compete with us in the markets we serve. Unauthorized disclosure of our
confidential information or proprietary technologies by our employees or third parties could also occur. The risk
of unauthorized use of our proprietary and intellectual property rights may increase as we seek to expand outside
of the United States.
Third-party infringement claims are also possible in our industry, especially as functionality and features
expand, evolve and overlap across industries. Third parties, including non-practicing patent holders, have
claimed, and could claim in the future, that our processes, technologies or websites infringe patents they now
hold or might obtain or that might be issued in the future. See “Risk Factors—We could incur substantial costs as
a result of any claim of infringement of another party’s intellectual property rights.”
Employees
As of December 31, 2015, we had 2,593 employees, including 1,671 in support and network operations, 514
in sales and marketing, 183 in engineering and development and 225 in general and administrative. Most of our
employees are based in the United States. None of our employees is represented by a labor union or covered by a
collective bargaining agreement. We have never experienced a strike or similar work stoppage, and we consider
our relations with our employees to be good.
Corporate Information
Our business was founded in 1997 as a Delaware corporation under the name Innovative Marketing
Technologies Incorporated. In December 2011, investment funds and entities affiliated with either Warburg
Pincus or Goldman, Sachs & Co. acquired a controlling interest in our company. Prior to our initial public
offering, or IPO, in October 2013, we were an indirect wholly owned subsidiary of WP Expedition Topco L.P., a
Delaware limited partnership that we refer to as WP Expedition Topco. Pursuant to the terms of a corporate
reorganization that we completed prior to our IPO, WP Expedition Topco dissolved and in liquidation distributed
the shares of Endurance International Group Holdings, Inc. common stock to its partners in accordance with the
limited partnership agreement of WP Expedition Topco.
Our principal executive offices are located at 10 Corporate Drive, Suite 300, Burlington, Massachusetts
01803 and our telephone number at that address is (781) 852-3200.
Information Available on the Internet
We maintain an Internet website at www.endurance.com, and we also operate a number of other websites.
The information on, or that can be accessed through, any of our websites is not incorporated by reference into
this Annual Report on Form 10-K and should not be considered to be a part of this Annual Report on Form 10-K.
Our website address is included in this Annual Report on Form 10-K as inactive textual reference only. Our
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, including our Annual Reports
on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and amendments to
those reports, are accessible through our website, free of charge, as soon as reasonably practicable after these
reports are filed electronically with, or otherwise furnished to, the Securities and Exchange Commission, or the
SEC. We also make available on our website the charters of our audit committee, compensation committee and
nominating and corporate governance committee, as well as our corporate governance guidelines and our code of
business conduct and ethics. In addition, we intend to disclose on our website any amendments to, or waivers
from, our code of business conduct and ethics that are required to be disclosed pursuant to SEC rules.
12
ITEM 1A. Risk Factors
Our business, financial condition, results of operations and future growth prospects could be materially and
adversely affected by the following risks or uncertainties. The risks and uncertainties described below are those
that we have identified as material, but they are not the only risks and uncertainties we face. Our business is also
subject to general risks and uncertainties that affect many other companies, including overall economic and
industry conditions, as well as other risks not currently known to us or that we currently consider immaterial. If
any of such risks and uncertainties actually occurs, our business, financial condition, results of operations and
growth prospects could differ materially from the plans, projections and other forward-looking statements
included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Annual Report and in our other public filings.
F
o
r
m
1
0
-
K
Risks Related to Our Business and Our Industry
Our quarterly and annual operating results may be adversely affected due to a variety of factors, which could
make our future results difficult to predict and could cause our operating results to fall below investor or
analyst expectations.
Our quarterly and annual operating results may be adversely affected due to a variety of factors that could
affect our revenue or our expenses in any particular period. You should not rely on quarter-to-quarter
comparisons of our operating results as an indication of future performance. Factors that may adversely affect
our quarterly and annual operating results may include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to attract new subscribers, and retain existing subscribers;
our ability to acquire subscribers in a cost-effective way;
our ability to increase revenue from our existing subscribers;
our ability to maintain a high level of subscriber satisfaction;
our inability to raise the selling prices for our solutions or reductions in the selling prices for our
solutions;
competition in the market for our products and services, as well as competition for referral sources;
rapid technological change, frequent new product and service introductions, and evolving industry
standards, including with respect to how our products and services are marketed to consumers, in how
consumers find, purchase and use our products and services and in technology intended to block email
marketing;
difficulties in integrating technologies, products and employees from companies we have acquired or
may acquire in the future or in migrating acquired subscribers from an acquired company’s platforms
to our platform;
systems, data center and Internet failures and service interruptions;
network security breaches or sabotage resulting in the unauthorized use or disclosure of, or access to,
personally identifiable information or other confidential information;
loss of key employees;
our ability to drive growth through mergers and acquisitions, joint ventures, or strategic investments;
economic conditions negatively affecting the SMB sector and changes in growth rate of SMBs;
difficulties and costs arising from our international operations and continued international expansion;
difficulties in distributing new products;
shortcomings or errors in, or misinterpretations of, our metrics and data which cause us to fail to
anticipate or identify trends in our market;
13
•
•
•
•
•
•
•
terminations of, disputes with, or material changes to our relationships with third-party partners,
including referral sources, product partners, data center providers, payment processors and landlords;
a shift in subscriber demand to lower margin solutions, which could increase our cost of revenue;
costs or liabilities associated with any past or future acquisitions, strategic investments or joint ventures
that we may make or enter into;
changes in legislation that affect our collection of sales and use taxes or changes to our business that
subject us to taxation in additional jurisdictions;
the amount and timing of capital expenditures, such as investments in our hardware and software
systems, as well as extraordinary expenses, such as litigation or other dispute-related settlement
payments;
changes in regulation or to regulatory bodies, such as the Internet Corporation for Assigned Names and
Numbers, or ICANN, that could affect our business and our industry, or costs of or our failure to
comply with such regulation; and
litigation or governmental enforcement actions against us, including due to failures to comply with
applicable law or regulation.
It is possible that in one or more future quarters, due to any of the factors listed above, a combination of
those factors or other reasons, our operating results may be below our expectations and the expectations of
research analysts and investors. In that event, our stock price could decline substantially.
The acquisition of Constant Contact may not achieve the intended benefits or may disrupt our current plans
and operations.
We may not be able to successfully integrate our business with Constant Contact’s business or realize the
anticipated synergies from the acquisition in the anticipated amounts or within the anticipated timeframes or cost
expectations or at all. The difficulties and risks associated with the integration of Constant Contact, which is
likely to be complex and time-consuming, include:
•
•
•
•
•
•
•
•
•
the potential loss of Constant Contact customers, or difficulties or higher than anticipated costs in
adding new Constant Contact customers, due to the actual or perceived impact of the acquisition and
integration of Constant Contact customers;
possible aggressive targeting of existing and potential Constant Contact customers by Constant
Contact’s competitors seeking to capitalize on potential customer concerns about the acquisition;
possible differences in the standards, controls, procedures, policies, corporate culture and
compensation structures of our company and Constant Contact, which may lead to unanticipated
delays, costs or inefficiencies, employee departures or difficulties consolidating the operations of the
companies;
difficulties and delays in implementing our integration plan, which may result in us failing to achieve
the anticipated synergies from the acquisition in a timely manner or at all;
the potential loss of key employees and the costs associated with our efforts to retain key employees;
difficulties successfully managing relationships with our combined partner and vendor base;
the possibility that we, as a successor owner, may be responsible for actual or contingent liabilities of
Constant Contact that we failed to discover during our due diligence investigation prior to our
agreement to acquire Constant Contact;
obligations that we may have to counterparties of Constant Contact that arise as a result of the change
in control of Constant Contact;
limitations on our ability to utilize Constant Contact’s net operating loss carry-forwards to offset
payments of future federal and state income tax liabilities; and
14
F
o
r
m
1
0
-
K
•
the potential that we or Constant Contact may be adversely affected by other economic, political,
legislative, regulatory, business, competitive or other factors affecting our industry.
Thus, the integration may be unpredictable, or subject to delays or changed circumstances, and we may fail
to realize some or all of the anticipated benefits of the Constant Contact acquisition, such as:
•
•
•
•
cost and revenue synergies,
operational efficiencies,
the ability to cross-sell our products into Constant Contact’s customer base and vice versa, and
the ability to adapt Constant Contact’s products to different segments of the SMB market through our
multi-brand strategy.
The anticipated benefits and synergies we expect from the acquisition are based on various projections and
assumptions, which may not materialize as or when expected or may prove to be inaccurate. A failure to realize
the expected cost and revenue synergies or operational efficiencies related to the acquisition could result in
higher costs and lower combined revenue, adjusted revenue, adjusted EBITDA, unlevered free cash flow or free
cash flow than expected and have an adverse effect on our financial results and prospects. Any such effect on our
financial results may mean that we are not able to meet our expectations for combined adjusted revenue, adjusted
EBITDA, unlevered free cash flow, free cash flow or other financial or operational metrics.
Our business may be negatively impacted following the Constant Contact acquisition if we are unable to
effectively manage our expanded operations. The implementation of our integration plans following the
acquisition will be costly, complex and time consuming and will require significant time and focus from
management and may divert attention from the day-to-day operations of the combined business. Additionally,
consummation of the Constant Contact acquisition could disrupt our plans and operations, which could delay the
achievement of our strategic objectives.
We may not be able to continue to add new subscribers, retain existing subscribers or increase sales to existing
subscribers, which could adversely affect our operating results.
Our growth is dependent on our ability to continue to attract and acquire new subscribers while retaining
existing subscribers and expanding the products and services we sell to them. Growth in the demand for our
products and services may be inhibited, and we may be unable to sustain growth in our subscriber base, for a
number of reasons, including, but not limited to:
•
•
•
•
•
our failure to develop or offer new or additional products and services in a timely manner that keeps
pace with new technologies and the evolving needs of our subscribers;
our inability to market our solutions in a cost-effective manner to new subscribers or to our existing
subscribers and to increase our sales to existing subscribers, including due to changes in regulation, or
changes in the enforcement of existing regulation that would impair our marketing practices, require us
to change our sign-up processes or require us to increase disclosure designed to provide greater
transparency as to how we bill and deliver our services;
our inability to acquire or retain new subscribers through mergers and acquisitions, joint ventures or
strategic investments;
our inability to offer solutions that are adequately integrated and customizable to meet the needs of our
highly diverse and fragmented subscriber base;
changes in search engine ranking algorithms or in search terms used by potential subscribers, either of
which may have the effect of increasing our competitors’ search engine rankings or increasing our
marketing costs to offset lower search engine rankings;
15
•
•
•
•
•
•
•
•
•
•
changes in, or a failure to manage, technology intended to block email marketing;
failure of our third-party development partners, which provide a significant portion of our offerings, to
continue to support existing products and to develop and support new products;
the inability of our subscribers to differentiate our solutions from those of our competitors or our
inability to effectively communicate such distinctions;
our inability to maintain awareness of our brands;
our inability to maintain a consistent user experience and timely and consistent product upgrade
schedule for all of our subscribers due to the fact that not all of our brands, products, or services
operate from the same control panel or other systems;
our inability to penetrate, or adapt to requirements of, international markets, including our inability to
obtain or maintain the required licenses to operate in certain international markets;
our inability to enter into automatically renewing contracts with our subscribers or increase
subscription prices;
the decisions by our subscribers to move the hosting of their Internet sites and web infrastructure to
their own IT systems, into co-location facilities or to our competitors if we are unable to effectively
market the scalability of our solutions;
subscriber dissatisfaction causing our existing subscribers to stop referring prospective subscribers to
us; and
perceived or actual security, integrity, reliability, quality or compatibility problems with our solutions,
including related to unscheduled downtime, outages or network security breaches.
A substantial amount of our revenue growth historically has been derived from increased sales of products
and services to existing subscribers and from introductory subscriptions renewing at regular rates. Our costs
associated with increasing revenue from existing subscribers are generally lower than costs associated with
generating revenue from new subscribers. Therefore, a reduction in the rate of revenue increase from our existing
subscribers, even if offset by an increase in revenue from new subscribers, could reduce our operating margins,
and any failure by us to continue to attract and acquire new subscribers or increase our revenue from existing
subscribers could have a material adverse effect on our operating results.
We expect to leverage our current marketing strategy for Constant Contact’s products and services, but our
strategy may not be as successful for Constant Contact’s products and services as we expect. In particular,
Constant Contact’s strong brand awareness may be diminished if we reduce or discontinue television and radio
advertising in order to pursue the more targeted or success-based marketing methods we typically use for the rest
of our business. If this occurs, we may not acquire new Constant Contact customers at the rate that we expect or
we may need to incur higher than anticipated marketing expenses to acquire new Constant Contact customers,
which could have a material adverse effect on our operating results.
The rate of growth of the SMB market for our solutions could be significantly lower than our estimates. If
demand for our products and services does not meet expectations, our ability to generate revenue and meet
our financial targets could be adversely affected.
Although we expect continued demand in the SMB market for our cloud-based solutions and online
marketing tools, it is possible that the rate of growth may not meet our expectations, or the market may not
continue to grow at all, either of which would adversely affect our business. Our expectations for future revenue
growth are based in part on assumptions reflecting our industry knowledge and experience serving SMBs, as well
as our assumptions regarding demographic shifts, growth in the availability and capacity of Internet
infrastructure internationally and macroeconomic conditions. If any of these assumptions proves to be inaccurate,
then our actual revenue growth could be significantly lower than our expected revenue growth.
16
Our ability to compete successfully depends on our ability to offer an integrated and comprehensive suite of
products and services that enable our diverse base of subscribers to establish, manage and grow their businesses.
Our web presence and commerce offerings are predicated on the assumption that an online presence is, and will
continue to be, an important factor in our subscribers’ abilities to establish, expand, manage and monetize their
businesses quickly, easily and affordably. If we are incorrect in this assumption, for example due to the
introduction of a new technology or industry standard that supersedes the importance of an online presence or
renders our existing or future solutions obsolete, then our ability to retain existing subscribers and attract new
subscribers could be adversely affected, which could harm our ability to generate revenue and meet our financial
targets.
F
o
r
m
1
0
-
K
Our business and operations have experienced rapid growth and organizational change in recent years, which
has placed, and will continue to place, significant demands on our management and infrastructure, especially
our billing systems and operational infrastructure. We have also made significant investments to support our
growth strategy, which may not succeed. If we fail to manage our growth effectively, we may be unable to
execute our business plan, maintain high levels of service, produce accurate financial statements and other
disclosures on a timely basis or address competitive challenges adequately.
As a result of acquisitions and internal growth, we increased our revenue from $520.3 million in the year
ended December 31, 2013 to $629.8 million in the year ended December 31, 2014 to $741.3 million in the year
ended December 31, 2015. The acquisition of Constant Contact, which generated approximately $367.4 million
in revenue in the year ended December 31, 2015, represents a significant expansion in the size and scope of our
business.
Our growth has placed, and will continue to place, a significant strain on our managerial, engineering,
network operations and security, sales and support, marketing, legal, compliance, finance and other resources. In
particular, our growth has placed, and will continue to place, a significant strain on our ability to maintain
effective internal financial and accounting controls and procedures. For example, as a result of our acquisitions,
we have acquired multiple billing systems that we are in the process of integrating, and we may acquire and
integrate additional billing systems with future acquisitions. Any delays or other challenges associated with
billing system build-outs or integrations could lead to inaccurate disclosure, which could prevent us from
producing accurate financial statements on a timely basis and harm our operating results, our ability to operate
our business and our investors’ view of us. In addition, we have identified in the past, and may in the future
identify, errors in our systems, including the business intelligence system, which we use to generate certain
operational and performance metrics. For example, in the third quarter of 2015, we identified errors in our
business intelligence system that impacted three of our performance metrics, as described in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual
Report on Form 10-K. Our operational and performance metrics, which we voluntarily disclose, historically have
not been subject to the same level of reporting controls as our financial statements and other financial
information that we are required to disclose. We are working to improve our controls for these operational and
performance metrics, but further errors with respect to these metrics could still occur. Errors of this type could
result in inaccurate disclosures, negatively impact our business decisions and harm investors’ view of us.
In addition, as a result of our growth, the increase in the number of our total subscribers has required us to
invest in and improve the security, scale and flexibility of our infrastructure and information technology systems,
and the increase in the number of payment transactions that we process for our subscribers has increased the
amount of customer data that we store. Any loss of data or disruption in our ability to provide our product
offerings due to disruptions to, or the inflexibility or lack of scale of, our infrastructure or information technology
systems could harm our business or our reputation.
We have also made significant investments in our growth strategy, which may not succeed. For example, we
have incurred significant expenses relating to our increased investments in product marketing and other
marketing efforts to acquire new subscribers and to sell additional products to existing subscribers, and we intend
17
to continue investing in our product marketing and other marketing efforts. We have also incurred significant
expenses and allocated significant resources, including finance, operational, legal and compliance resources,
related to the growth and continued expansion of our international operations, and we expect that such expenses
and resource allocation will increase in the future. If we do not achieve the benefits anticipated from these
investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.
We intend to further expand our overall business, subscriber base, data center infrastructure, headcount and
operations, both domestically and internationally with no assurance that our business or revenue will continue to
grow. Creating an organization with expanded U.S. and overseas operations and managing a geographically
dispersed workforce will require substantial management effort, the allocation of significant management
resources and significant additional investment in our infrastructure, including our information technology,
operational, financial and administrative infrastructure and systems. We will also have to continue to ensure that
our operational, financial, compliance, risk and management controls and our reporting procedures are in effect
throughout our organization, and make improvements as necessary. As such, we may be unable to manage our
expenses effectively in the future, which may adversely affect our gross margins or operating expenses in any
particular quarter. If we fail to manage our anticipated growth and organizational change in a manner that
preserves the key aspects of our corporate culture, the quality of our solutions may suffer or fail to keep up with
changes in the industry or technological developments, which could adversely affect our brands and reputation
and harm our ability to retain and attract subscribers.
Our recent or potential future acquisitions, joint ventures and other strategic investments could be difficult to
execute and integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and
impair our financial results. We may not be able to complete anticipated acquisitions and may not realize the
expected benefits from our acquisitions, joint ventures or other strategic investments that we have completed
or may complete in the future.
Acquisitions are an important component of our growth strategy. We have in the past acquired, and expect
in the future to acquire, businesses and assets of other companies to increase our growth, enhance our ability to
compete in our core markets or allow us to enter new markets. We also regularly make strategic investments in,
and enter into joint ventures with, third parties. These strategic investment and joint venture arrangements are
typically with small companies focused on developing products that we believe may serve as effective new
gateways to acquire new subscribers or that may appeal to our existing subscriber base. Our ability to execute
these acquisitions, strategic investments and joint venture transactions depends on a number of factors, including
the availability of target companies at prices and on terms acceptable to us, our ability to obtain the necessary
equity, debt or other financing, and regulatory constraints. Our inability to complete anticipated acquisitions,
strategic investments or joint ventures for these or other reasons may negatively impact our ability to achieve our
long-term growth targets.
In addition, these transactions involve numerous risks, any of which could harm our business, including:
•
•
•
•
•
difficulties or delays in integrating the technologies, products, operations, billing systems, personnel or
operations of an acquired business and realizing the anticipated benefits of the combined businesses;
reliance on third parties for transition services prior to subscriber migration or difficulties in supporting
and migrating acquired subscribers, if any, to our platform, causing potential loss of such subscribers
and damage to our reputation;
disruption of our ongoing business and diversion of financial, management, operations and customer
support resources from existing operations;
difficulties in applying our controls and risk management and compliance policies and practices to
acquired companies;
integration and support of redundant solutions or solutions that are outside of our core capabilities;
18
F
o
r
m
1
0
-
K
•
•
•
•
•
•
•
•
•
the incurrence of additional debt in order to fund an acquisition, or assumption of debt or other
liabilities, including litigation risk or risks associated with other unforeseen or undisclosed liabilities,
of the acquired company, or exposure to successor liability for any legal violations of the acquired
company;
to the extent an acquired company has a corporate culture or compensation arrangement different from
ours, difficulty assimilating or integrating the acquired organization and its talent, which could lead to
morale issues, increased turnover and lower productivity than anticipated, and could also adversely
affect the culture of our existing organization;
the price we pay, or other resources that we devote, may exceed the value we realize, or the value we
could have realized if we had allocated the purchase price or other resources to another opportunity, or
unanticipated costs associated with pursuing acquisitions;
potential loss of an acquired business’ strategic alliances and key employees, including those
employees who depart prior to transferring to us, or without otherwise documenting, knowledge and
information that are important to the efficient operation of the acquired business;
potential deployment by an acquired company of its top talent to other of its business units prior to our
acquisition if we do not acquire the entirety of an acquired company’s stock or assets;
difficulties associated with governance, management and control matters in majority or minority
investments and risk of loss of all or a substantial portion of our investment;
disruption of our business due to sellers, former employees, contractors or third-party service providers
of an acquired company or business misappropriating our intellectual property, violating
non-competition agreements, or otherwise causing harm to our company;
adverse tax consequences, including exposure of our entire business to taxation in additional
jurisdictions, exposure to substantial penalties, fees and costs if an acquired company failed to comply,
or is alleged by regulatory authorities to have failed to comply, with relevant tax rules and regulations
prior to our acquisition, or substantial depreciation or deferred compensation charges; and
accounting effects, including potential impairment charges related to long-lived assets and
requirements that we record deferred revenue at fair value.
We rely heavily on the representations and warranties provided to us by the sellers in our acquisitions,
including as they relate to creation, ownership and rights in intellectual property, existence of open source
software and compliance with laws and contractual requirements. If any of these representations and warranties
are inaccurate or breached, we may incur liability for which there may not be adequate recourse against such
sellers, in part due to contractual time limitations and limitations of liability, or we may need to pursue costly
litigation against the sellers. Moreover, acquisitions frequently result in the recording of goodwill and other
intangible assets which are subject to potential impairments in the future that could harm our financial results.
We may also incur expenses related to completing acquisitions, or in evaluating potential acquisitions or
technologies, which may adversely affect our profitability. In addition, if we finance acquisitions by issuing
equity securities, our existing stockholders may be diluted.
If we fail to properly conduct due diligence efforts, evaluate acquisitions or investments or identify
liabilities or challenges associated with the companies, businesses or technologies we acquire, we may not
achieve the anticipated benefits of any such acquisitions and we may incur costs in excess of what we anticipate.
The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address
these risks could materially harm our business and financial results.
The international nature of our business and our continued international expansion expose us to business
risks that could limit the effectiveness of our growth strategy and cause our operating results to suffer.
We currently maintain offices and conduct operations primarily in the United States, Brazil, India, Israel and
the United Kingdom and have third-party support arrangements in India, the Philippines and China. In addition,
19
we have localized versions of our Bluehost and HostGator sites targeted to customers in several countries,
including Brazil, Russia, India, China, Turkey and Mexico. We intend to continue to expand our international
operations, including through mergers and acquisitions.
Any international expansion efforts that we undertake may not be successful. In addition, conducting
operations in international markets or establishing international locations subjects us to new risks that we have
not generally faced in the United States. These risks include:
•
•
•
•
•
•
•
•
•
•
localization of the marketing and deployment of our solutions, including translation into foreign
languages and adaptation for local practices and regulatory requirements;
lack of familiarity with, burdens of, and increased expense relating to, complying with foreign laws,
legal standards, regulatory requirements, tariffs and other barriers, some of which may favor local
competitors, including laws related to employment or labor, laws regarding liability of online service
providers for activities of subscribers, such as defamation, infringement or other illegal activities, and
more stringent laws in foreign jurisdictions relating to the privacy and protection of personal data, as
well as potential damage to our reputation as a result of our compliance or non-compliance with such
requirements;
difficulties in identifying and managing local staff, systems integrators, technology partners, and other
third-party vendors and service providers;
diversion of our management’s attention and resources to explore, negotiate, or close acquisitions and
to integrate, staff and manage geographically remote operations and employees;
longer than expected lead times for, or the failure of, an SMB market for our solutions to develop in the
countries and regions in which we are opening offices and conducting operations;
our inability to effectively market our solutions to SMBs due to our failure to adapt to local cultural
norms, technology standards, billing and collection standards or pricing models;
differing technology practices and needs that we are not able to meet, including an increased demand
from our international subscribers that our cloud-based solutions be easily accessible and operational
on smartphones and tablets;
difficulties in collecting payments from subscribers or in automatically renewing their contracts with
us, especially due to the more limited availability and popularity of credit cards in certain countries;
difficulties in attracting new subscribers, especially in developing countries and regions and those
where the Internet infrastructure is still in its early stages;
greater difficulty in enforcing contracts, including our terms of service and other agreements;
• management, communication and integration problems resulting from cultural or language differences
and geographic dispersion;
•
•
•
•
sufficiency of qualified labor pools and greater influence of organized labor in various international
markets;
competition from companies with international operations, including large international competitors
and entrenched local companies;
changes in global currency systems or fluctuations in exchange rates that may increase the volatility of
or adversely affect our foreign-based revenue;
compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, economic
sanction laws and regulations, including those administered by the U.S. Treasury Department’s Office
of Foreign Assets Control, or OFAC, export controls including the U.S. Commerce Department’s
Export Administration Regulations and other U.S., non-U.S. and local laws and regulations regarding
international and multi-national business operations;
20
•
•
•
potentially adverse tax consequences, including the complexities of foreign value added tax (or sales,
use or other tax) systems, our inadvertent failure to comply with all relevant foreign tax rules and
regulations due to our lack of familiarity with the jurisdiction’s tax laws, and restrictions and
withholdings on the repatriation of earnings;
uncertain political and economic climates; and
reduced or varied protection for intellectual property rights in some countries.
F
o
r
m
1
0
-
K
These factors have caused our international costs of doing business to exceed our comparable domestic costs
and have caused the time and expense required to close our international acquisitions to exceed our comparable
domestic costs. A negative impact from our international business efforts could adversely affect our business,
operating results and financial condition as a whole.
In addition, our ability to expand internationally and attract and retain non-U.S. subscribers may be
adversely affected by concerns about the extent to which U.S. governmental and law enforcement agencies may
obtain data under the Foreign Intelligence Surveillance Act and Patriot Act and similar laws and regulations.
Such non-U.S. subscribers may decide that the privacy risks of storing data with a U.S.-based company outweigh
the benefits and opt to seek solutions from a company based outside of the United States. In addition, certain
foreign governments are beginning to require local storage of their citizens’ data. If we become subject to such
requirements, it may require us to increase the number of non-U.S. data centers or servers we maintain, increase
our costs or adversely affect our ability to attract, retain or cost-effectively serve non-U.S. subscribers.
We have experienced system, software, Internet, data center and customer support center failures and have
not yet implemented a complete disaster recovery plan, and any interruptions, delays or failures in our services
could harm our reputation, cause our subscribers to seek reimbursement for services paid for and not
received, cause our subscribers to stop referring new subscribers to us, or cause our subscribers to seek to
replace us as a provider of their cloud-based and online marketing solutions.
We must be able to operate our applications and systems without interruption. Since our ability to retain and
attract subscribers depends on the performance, reliability and availability of our services, as well as in the
delivery of our products and services to subscribers, even minor interruptions in our service or losses of data
could harm our reputation. Our applications, network, systems, equipment, power supplies, customer support
centers and data centers are subject to various points of failure, including:
•
•
•
•
•
•
•
•
human error or accidents;
power loss;
equipment failure;
Internet connectivity downtime;
improper building maintenance by the landlords of the buildings in which our co-located data centers
are located;
physical or electronic security breaches (see also “—Security and privacy breaches may harm our
business”);
computer viruses;
fire, hurricane, flood, earthquake, tornado and other natural disasters;
• water damage;
•
•
terrorism;
intentional bad acts, such as sabotage and vandalism;
21
•
•
pandemics; and
failure by us or our vendors to provide adequate service to our equipment.
We have experienced system failures, delays and periodic interruptions in service, or outages, due to factors
including power and network equipment failures; storage system failures; power outages; and network
configuration failures. In addition, because our cloud-based platform is complex, we have experienced outages
when new versions, enhancements and updates to applications, software or systems are released by us or third
parties.
We will likely experience future outages that disrupt the operation of our solutions and harm our business
due to factors such as these or other factors, including the accidental or intentional actions of Internet users,
current and former employees and others; cooling equipment failures; other computer failures; or other factors
not currently known to us or that we consider immaterial. While we have experienced increases in subscriber
cancellations and decreases in our NPS following such outages in the past, we cannot be certain these outcomes
are entirely attributable to the outages, and we do not believe that such outages have had a material effect on our
business, financial condition or results of operations.
Our systems are not fully redundant, and we have not yet implemented a complete disaster recovery plan or
business continuity plan. Although the redundancies we do have in place will permit us to respond, at least to
some degree, to failures of applications and systems, our data centers are vulnerable in the event of failure. Most
of our subscribers are hosted across six U.S.-based data centers, one of which is owned by us and the rest of
which are co-located. Our owned data center hosts approximately 40% of our subscribers (excluding Constant
Contact customers). Accordingly, any failure or downtime in these data center facilities would affect a significant
percentage of our subscribers. We do not yet have adequate structures or systems in place to recover from a data
center’s severe impairment or total destruction, and recovery from the total destruction or severe impairment of
any of these data centers would be extremely difficult and may not be possible at all. Closing any of these data
centers without adequate notice could result in lengthy, if not permanent, interruptions in the availability of our
solutions and loss of vast amounts of subscriber data.
Our data centers are also susceptible to impairment resulting from electrical power outages due to the
amount of power and cooling they require to operate. Since we rely on third parties to provide our data centers
with power sufficient to meet our needs, we cannot control whether our data centers will have an adequate
amount of electrical resources necessary to meet our subscriber requirements. We attempt to limit exposure to
system downtime due to power outages by using backup generators and power supplies. However, these
protections may not limit our exposure to power shortages or outages entirely. We also rely on third parties to
provide Internet connectivity to our data centers and any discontinuation or disruption to our connectivity could
affect our ability to provide services to our subscribers.
Our customer support centers are also vulnerable in the event of failure caused by total destruction or severe
impairment. When calling our customer support services, most of our subscribers reach our customer support
teams located in one of our six U.S.-based call centers. Our teams in each call center are trained to provide
support services for a discrete subset of our brands, and they do not currently have complete capability to route
calls from one call center to another call center. Accordingly, if any one of these call centers were to become
non-operational due to severe impairment or total destruction, our ability to re-route calls to operational call
centers or to provide customer support services to any subscribers of the brand or brands that the non-operational
call center had formerly managed would be compromised. A significant portion of our email and chat-based
customer support is provided by an India-based support team, which is employed by a third-party service
provider. Although our email and chat-based customer support can be re-routed to our own centers, a disruption
at our India customer support center could adversely affect our business.
Any of these events could materially increase our expenses or reduce our revenue, damage our reputation,
cause our subscribers to seek reimbursement for services paid for and not received, cause our subscribers to stop
22
F
o
r
m
1
0
-
K
referring new subscribers to us, and cause us to lose current and potential subscribers, which would have a
material adverse effect on our operating results and financial condition. Moreover, the property and business
interruption insurance we carry may not have coverage adequate to compensate us fully for losses that may
occur.
If we are unable to maintain a high level of subscriber satisfaction, demand for our solutions could suffer.
We believe that our future revenue growth depends on our ability to provide subscribers with quality service
that meets our stated commitments, meets or exceeds our subscribers’ expectations and is conducive to our
ability to continue to sell new solutions to existing subscribers. We are not always able to provide our subscribers
with this level of service, and our subscribers occasionally encounter interruptions in service and other technical
challenges, including as a result of outages or human error. If we are unable to provide subscribers with quality
service, this may result in subscriber dissatisfaction, billing disputes and litigation, lower than expected renewal
rates and impairments to our efforts to sell additional products and services to our subscribers, and we could face
damage to our reputation, claims of loss, negative publicity or social media attention, decreased overall demand
for our solutions and loss of revenue, any of which could have a negative effect on our business, financial
condition and operating results.
In addition, we may from time to time fail to meet the needs of specific subscribers in order to best meet the
service expectations of our overall subscriber base. For example, we may suspend a subscriber’s website when it
breaches our terms of service, harms other subscribers’ websites or disrupts servers supporting those websites,
such as when a cyber criminal installs malware on a subscriber’s website without that subscriber’s authorization
or knowledge. Although such service interruptions are not uncommon in a cloud-based or online environment,
we risk subscriber dissatisfaction by interrupting one subscriber’s service to prevent further attacks on or data
breaches for other subscribers, and this could damage our reputation and have an adverse effect on our business.
We face significant competition for our solutions in the SMB market, which we expect will continue to
intensify and which could require us to reduce our selling prices. As a result of such competitive pressures, we
may not be able to maintain or improve our competitive position or market share.
The SMB market for cloud-based technologies and online marketing tools is highly competitive and
constantly evolving. We expect competition to increase from existing competitors, who are also expanding the
variety of solution-based services that they offer to SMBs, as well as potential new market entrants and
competitors that may form strategic alliances with other competitors. Some of our competitors may have greater
resources, more brand recognition and consumer awareness, more diversified product offerings, greater
international scope and larger subscriber bases than we do. As a result, we may not be able to compete
successfully against them. If these companies decide to devote greater resources to the development, promotion
and sale of their products and services, if the products and services offered by these companies are more
attractive to or better meet the evolving needs of SMBs, or if these companies respond more quickly to changing
technologies, greater numbers of SMBs may choose to use these competitors for creating an online presence and
as a general platform for running online business operations. There are also relatively few barriers to entry in this
market, especially for providers of niche services, which often have low capital and operating expenses and the
ability to quickly bring products to market that meet specific subscriber needs. Accordingly, as this market
continues to develop, we expect the number of competitors to increase. The continued entry of competitors into
the markets for cloud-based technologies and online marketing tools, and the rapid growth of some competitors
that have already entered these markets, may make it difficult for us to maintain our market position.
In addition, in an attempt to gain market share, competitors may offer aggressive price discounts or
alternative pricing models, such as so-called “freemium” pricing in which a basic offering is provided for free
with advanced features provided for a fee, on the services they offer, bundle several services at reduced prices, or
increase commissions paid to their referral sources. These pricing pressures may require us to match these
discounts and commissions in order to remain competitive, which would reduce our margins or cause us to fail to
23
attract new subscribers that decide to purchase the discounted service offerings of our competitors. As a result of
these factors, it is difficult to predict whether we will be able to maintain our average selling prices, pricing
models and commissions paid to our referral sources. If we reduce our selling prices, alter our pricing models or
increase commissions paid to our referral sources, it may become increasingly difficult for us to compete
successfully, our profitability may be harmed and our operating results could be adversely affected.
We must keep up with rapid and ongoing technological change, marketing trends and shifts in consumer
demand to remain competitive in a rapidly evolving industry.
The cloud-based technology and online marketing tool industries are characterized by rapid and ongoing
technological change, frequent new product and service introductions and evolving industry standards. Our future
success will depend on our ability to adapt to rapidly changing technologies, to adapt our solutions to evolving
industry standards and consumer needs and to improve the performance and reliability of our applications and
services. We must anticipate subscriber needs, commit significant resources to anticipating those needs and offer
solutions that meet changing subscriber demands quickly and effectively. We may fail to accurately predict
market demand or subscriber preferences, or subscribers may require features and functionality that our current
applications and services do not have or that our platform is not able to support. If we fail to develop solutions
that satisfy subscriber preferences in a timely and cost-effective manner, our ability to retain existing subscribers
and attract new subscribers will be adversely affected, our competitive position will be impaired and we may not
achieve our anticipated revenue growth. In order to develop new solutions or enhancements to existing solutions
that satisfy subscriber preferences, we may be required to incur significant technology, development, marketing
and other expenses, and our revenue and operating results may be adversely affected.
In addition, the manner in which we market to our subscribers and potential subscribers must keep pace with
technological change, marketing trends and shifts in how our solutions are found, purchased and used by
subscribers and potential subscribers. For example, application marketplaces, mobile platforms and new search
engines and search methods are changing the way in which consumers find, purchase and use our solutions. If we
are not able to take advantage of such technologies or anticipate such trends, if existing technologies or systems,
such as the domain name system which directs traffic on the Internet, become obsolete, or if we fail to anticipate
and manage technologies that prevent or harm our offerings, such as technology intended to block email
marketing, we may be unable to continue to attract new subscribers or sell additional solutions to our existing
subscribers.
Our future success will depend on our ability to continue to identify and partner with or acquire third parties
who offer and are able to adapt to new technologies and to develop compelling and innovative solutions that can
be integrated with our platform and brought to market. If we or our third-party partners are unable to adapt to
rapidly changing technologies and develop solutions that meet subscriber requirements, our revenue and
operating results may be adversely affected.
If the delivery of Constant Contact’s customers’ emails is limited or blocked or its customers’ emails are
directed to an alternate or “tabbed” section of the recipient’s inbox, customers may cancel their accounts.
Internet Service Providers, or ISPs, can block emails from reaching the intended recipients. While Constant
Contact continually improves its technology and works closely with ISPs to maintain its deliverability rates, the
implementation of new or more restrictive policies by ISPs may make it more difficult to deliver Constant
Contact’s customers’ emails. In addition, some ISPs have started to categorize as “promotional” emails that
originate from email service providers and, as a result, direct them to an alternate or “tabbed” section of the
recipient’s inbox. If ISPs materially limit or halt the delivery of Constant Contact’s customers’ emails, or if
Constant Contact fails to deliver its customers’ emails in a manner compatible with ISPs’ email handling or
authentication technologies or other policies, or if the open rates of its customers’ emails are negatively impacted
by the actions of ISPs to categorize emails, then customers may question the effectiveness of Constant Contact’s
products and cancel their accounts. This, in turn, could harm our business and financial performance.
24
Security and privacy breaches may harm our business.
We store and transmit large amounts of sensitive, confidential, personal and proprietary information,
including payment card information. Any security breach, virus, accident, employee error, criminal activity or
malfeasance, fraudulent service plan order, impersonation scam perpetrated against us, intentional misconduct by
cyber criminals or similar intrusion, breach or disruption could result in unauthorized access to, usage or
disclosure of, or loss of, confidential information, damage to our platform, and interruptions, delays or cessation
of service to our subscribers, each of which may cause damage to our reputation and result in increased security
costs, litigation, regulatory investigations or other liabilities. The risk that these types of events could seriously
harm our business is likely to increase as we expand the number of technology solutions and services that we
offer and expand our operations in foreign countries.
F
o
r
m
1
0
-
K
In addition, many states and countries in which we have subscribers have enacted regulations requiring us to
notify subscribers in the event that certain subscriber information is accessed, or believed to have been accessed,
without authorization, and in some cases also develop proscriptive policies to protect against such unauthorized
access. Such notifications can result in private causes of action being filed against us. Should we experience a
loss of protected data, efforts to enhance controls, assure compliance and address penalties imposed by such
regulatory regimes could increase our costs.
Organizations generally, and Internet-based organizations in particular, remain vulnerable to targeted
attacks aimed at exploiting network and system applications or weaknesses. Techniques used to obtain
unauthorized access to, or to sabotage, networks and systems often are not recognized until launched against a
target. Cyber criminals are increasingly using powerful new tactics including evasive applications, proxies,
tunneling, encryption techniques, vulnerability exploits, buffer overflows, distributed denial of service attacks, or
DDoS attacks, botnets and port scans. For example, we and Constant Contact are frequently the targets of DDoS
attacks in which attackers attempt to block subscribers’ access to our websites. If we are unable to avert a DDoS
or other attack for any significant period, we could sustain substantial revenue loss from lost sales and subscriber
dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly
evolving types of cyber-attacks. Moreover, we may not be able to immediately detect that such an attack has
been launched, if, for example, unauthorized access to our systems was obtained without our knowledge in
preparation for an attack contemplated to commence in the future. Cyber attacks may target us, our subscribers,
our partners, banks, credit card processors, delivery services, e-commerce in general or the communication
infrastructure on which we depend.
Our support agents are often targeted by, and may be vulnerable to, e-mail scams, phishing, social media or
similar attacks, as well as social engineering tactics used to perpetrate fraud. We have experienced and may in
the future experience security attacks that cause our support agents to divulge confidential information about us
or our subscribers, or to introduce viruses, worms or other malicious software programs onto their computers,
allowing the perpetrators to, among other things, gain access to our systems or our subscribers’ accounts. Our
subscribers may also use weak passwords, accidentally disclose their passwords or store them on a mobile device
that is lost or stolen, or otherwise compromise the security of their data, creating the perception that our systems
are not secure against third-party access. In addition, if third parties with which we work, such as vendors or
developers, violate applicable laws or our policies, such violations may also put our information and our
subscribers’ information at risk and could in turn have an adverse effect on our business and reputation.
If an actual or perceived security breach occurs, the market’s perception of our security measures could be
harmed and we could lose sales and current and potential subscribers. We might also be required to expend
significant capital and resources to investigate, protect against or address these problems. Any significant
violations of data privacy could result in the loss of business, litigation and regulatory investigations and
penalties that could damage our reputation and adversely affect our operating results and financial condition.
Furthermore, if a high profile security breach occurs with respect to another provider of cloud-based technologies
or online marketing tools, our subscribers and potential subscribers may lose trust in the security of these
25
business models generally, which could harm our ability to retain existing subscribers or attract new ones. We
cannot guarantee that our backup systems, regular data backups, security protocols, network protection
mechanisms and other procedures currently in place, or that may be in place in the future, will be adequate to
prevent network and service interruption, system failure, damage to one or more of our systems or data loss in
the event of a security breach or attack on our network.
The success of Constant Contact’s email marketing product depends on the continued growth and acceptance
of email as a communications tool and the related expansion and reliability of the Internet infrastructure. If
consumers do not continue to use email or alternative communications tools, such as social media or text
messaging, gain popularity, demand for this email marketing product may decline.
The future success of Constant Contact’s email marketing product depends on the continued and widespread
adoption of email as a primary means of communication. Security problems such as “viruses,” “worms” and
other malicious programs or reliability issues arising from outages and damage to the Internet infrastructure
could create the perception that email is not a safe and reliable means of communication, which could discourage
businesses and consumers from using email. Use of email by businesses and consumers also depends on the
ability of ISPs to prevent unsolicited bulk email, or “spam,” from overwhelming consumers’ inboxes. In recent
years, ISPs have developed new technologies to filter unwanted messages before they reach users’ inboxes. In
response, spammers have employed more sophisticated techniques to reach consumers’ inboxes. Although
companies in the anti-spam industry have started to address the techniques used by spammers, if security
problems become widespread or frequent or if ISPs cannot effectively control spam, the use of email as a means
of communication may decline as consumers find alternative ways to communicate. In addition, if alternative
communications tools, such as social media or text messaging, gain widespread acceptance, the need for email
may lessen. Any decrease in the use of email would reduce demand for Constant Contact’s email marketing
product and harm our business.
If we do not maintain a low rate of credit card chargebacks and protect against breach of the credit card
information we store, we will face the prospect of financial penalties and could lose our ability to accept credit
card payments from subscribers, which would have a material adverse effect on our business, financial
condition and operating results.
A majority of our revenue is processed through credit card transactions. Under current credit card industry
practices, we are liable for fraudulent and disputed credit card transactions because we do not obtain the
cardholder’s signature at the time of the transaction, even though the financial institution issuing the credit card
may have authorized the transaction. Although we focus on keeping our rate of credit card refunds and
chargebacks low, if our refunds or chargebacks increase, our credit card processors could require us to maintain
or increase reserves, terminate their contracts with us or decline to serve as credit card processors for new joint
ventures or brands, which would have an adverse effect on our financial condition.
We could also incur significant fines or lose our ability to give subscribers the option of using credit cards to
fund their payments or pay their fees to us if we fail to follow payment card industry data security standards,
even if there is no compromise of subscriber information. Although we believe we are in compliance with
payment card industry data security standards and do not believe that there has been a compromise of subscriber
information, we have not always been in full compliance with these standards. Accordingly, we could be fined,
or our services could be suspended, for such failure to comply with payment card industry data security
standards, which would cause us to not be able to process payments using credit cards. If we are unable to accept
credit card payments, our financial condition, results of operations and cash flows would be adversely affected.
Our failure to limit fraudulent transactions conducted on our websites, such as through the use of stolen
credit card numbers, could also subject us to liability or require us to increase reserves with our credit card
processors. Under credit card association rules, penalties may be imposed at the discretion of the association.
Any such potential penalties would be imposed on our credit card processor by the association. Under our
26
F
o
r
m
1
0
-
K
contract with our processor, we are required to reimburse our processor for such penalties. Our current level of
fraud protection, based on our fraudulent and disputed credit card transaction history, is within the guidelines
established by the credit card associations. However, we face the risk that we may fail to maintain an adequate
level of fraud protection or that one or more credit card associations may, at any time, assess penalties against us
or terminate our ability to accept credit card payments from subscribers, which would have a material adverse
effect on our business, financial condition and operating results.
In addition, we could be liable if there is a breach of the credit card or other payment information we store.
Online commerce and communications depend on the secure transmission of confidential information over
public networks. We rely on encryption and authentication technology that we have developed internally, as well
as technology that we license from third parties, to provide security and authentication for the transmission of
confidential information, including subscriber credit card numbers. However, we cannot ensure that this
technology can prevent breaches of the systems that we use to protect subscriber credit card data. Although we
maintain network security insurance, we cannot be certain that our coverage will be adequate for liabilities
actually incurred or that insurance will continue to be available to us on reasonable terms, or at all. In addition,
some of our third-party partners also collect information from transactions with our customers, and we may be
subject to litigation or our reputation may be harmed if our partners fail to protect our subscribers’ information or
if they use it in a manner that is inconsistent with our practices.
Data breaches can also occur as a result of non-technical issues. Under our contracts with our card
processors, if there is unauthorized access to, or disclosure of, credit card information that we store, we could be
liable to the credit card issuing banks for their cost of issuing new cards and related expenses.
Our growing operations in India, use of an India-based service provider and India-based workforce may
expose us to risks that could have an adverse effect on our costs of operations and harm our business.
We currently use India-based third-party service providers to provide certain outsourced services to support
our U.S.-based operations, including email- and chat-based customer and technical support, billing support,
network monitoring and engineering and development services. As our operations grow, we expect to increase
our use of these and other India-based outsourced service providers. Although there are cost advantages to
operating in India, significant growth in the technology sector in India has increased competition to attract and
retain skilled employees and has led to a commensurate increase in compensation costs. In the future, we or our
third-party service providers may not be able to hire and retain such personnel at compensation levels consistent
with our existing compensation and salary structure in India. In addition, we employ our own India-based
workforce. Our use of a workforce in India exposes us to disruptions in the business, political and economic
environment in that region. Our operations in India require us to comply with local laws and regulatory
requirements, which are complex and burdensome and of which we may not always be aware, and expose us to
foreign currency exchange rate risk. Our Indian operations may also subject us to trade restrictions, reduced or
inadequate protection for intellectual property rights, security breaches and other factors that may adversely
affect our business. Negative developments in any of these areas could increase our costs of operations or
otherwise harm our business.
We have a history of losses and may not be able to achieve or maintain profitability.
We have had a net loss in each year since inception. We had a net loss of $159.2 million for fiscal year
2013, a net loss of $42.8 million for fiscal year 2014 and a net loss of $25.8 million for fiscal year 2015 and we
may incur losses in the future. In connection with our acquisitions, we have recorded long-lived assets at fair
value. We record amortization expense in each reporting period related to the long-lived assets, which impacts
the amount of net loss or income we record in each reporting period.
We do not know if we will be able to achieve and maintain profitability in the near future or at all. We have
made and expect to continue to make significant expenditures to develop and expand our business. Our recent
27
growth in revenue and number of subscribers may not be sustainable, and our revenue may be insufficient to
maintain profitability. We may incur significant losses in the future for a number of reasons, including interest
expense related to our substantial indebtedness, and the other risks described in this report, and we may
encounter unforeseen expenses, difficulties, complications and delays and other unknown events.
We may need additional equity, debt or other financing in the future, which we may not be able to obtain on
acceptable terms, or at all, and any additional financing may result in restrictions on our operations or
substantial dilution to our stockholders.
We may need to raise funds in the future, for example, to develop new technologies, expand our business,
respond to competitive pressures, acquire businesses, or respond to unanticipated situations. We may try to raise
additional funds through public or private financings, strategic relationships or other arrangements. Although our
credit agreement limits our ability to incur additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions, and our credit agreement may be amended with the consent of our lenders.
Our ability to obtain debt or equity funding will depend on a number of factors, including market conditions,
interest rates, our operating performance and investor interest. Additional funding may not be available to us on
acceptable terms or at all. If adequate funds are not available, we may be required to reduce expenditures,
including curtailing our growth strategies, foregoing acquisitions or reducing our product development efforts. If
we succeed in raising additional funds through the issuance of equity or convertible securities, then the issuance
could result in substantial dilution to existing stockholders. If we raise additional funds through the issuance of
debt securities or preferred stock, these new securities would have rights, preferences and privileges senior to
those of the holders of our common stock. In addition, any preferred equity issuance or debt financing that we
may obtain in the future could have restrictive covenants relating to our capital raising activities and other
financial and operational matters, which may make it more difficult for us to obtain additional capital and to
pursue business opportunities, including potential acquisitions. Further, to the extent that we incur additional
indebtedness or such other obligations, the risks associated with our substantial leverage described elsewhere in
this report, including our possible inability to service our debt, would increase.
Our business depends on establishing and maintaining strong brands. If we are not able to effectively promote
our brands, or if the reputation of our brands is damaged, our ability to expand our subscriber base will be
impaired and our business and operating results will be harmed.
We market our solutions through various brands, including Bluehost, HostGator, iPage, Domain.com, A
Small Orange, MOJO Marketplace, BigRock, ResellerClub, and, with the acquisition of Constant Contact,
Constant Contact and SinglePlatform, among others.
We believe that establishing and maintaining our brands is critical to our efforts to expand our subscriber
base. If we do not continue to build awareness of our brands, we could be placed at a competitive disadvantage to
companies whose brands are, or become, more recognizable than ours. To attract and retain subscribers and to
promote and maintain our brands in response to competitive pressures, we may have to substantially increase our
financial commitment to creating and maintaining distinct brand loyalty among subscribers or eliminate certain
of our brands. If subscribers, as well as our third-party referral marketing, distribution and reseller partners, do
not perceive our existing solutions to be reliable and of high quality, if we introduce new services or enter into
new business ventures that are not favorably received by such parties, or if our brands become associated with
any fraudulent or deceptive conduct on the part of our subscribers, the value of our brands could be diminished,
thereby decreasing the attractiveness of our solutions to such parties. As a result, our operating results may be
adversely affected by decreased brand recognition and harm to our reputation.
28
F
o
r
m
1
0
-
K
Our success depends in part on our strategic relationships and joint ventures or other alliances with third
parties on whom we rely to acquire subscribers and to offer solutions to our subscribers and from which we
license intellectual property to develop our own solutions.
In order to expand our business, we plan to continue to rely on third-party relationships and alliances, such
as with referrers and promoters of our brands and solutions, as well as with our providers of solutions and
services that we offer to subscribers. Identifying, negotiating, documenting and managing relationships with third
parties in certain cases requires significant time and resources, and it is possible that we may not be able to
devote the time and resources we expect to such relationships. Integrating and customizing third parties’
solutions with our platform also requires us to expend significant time and resources to ensure that each
respective solution works with our platform, as well as with our other products and services. If any of the third
parties on which we rely fails to perform as expected, breaches or terminates their agreement with us, or becomes
engaged in a dispute with us, our reputation could be adversely affected and our business could be harmed.
We rely on third-party referral partners to acquire subscribers. If our third-party referral partners fail to
promote our brands or to refer new subscribers to us, fail to comply with regulations, are forced to change their
marketing efforts in response to new or existing regulations or cease to be viewed as credible sources of
information by our potential subscribers, we may face decreased demand for our solutions and loss of revenue.
Our third-party reseller partners purchase our solutions and resell them to their customer bases. These partners
have the direct contractual relationships with our ultimate subscribers and, therefore, we risk the loss of both our
third-party partners and their customers if our services fail to meet expectations or if our partners fail to perform
their obligations or deliver the level of service to the ultimate subscriber that we expect.
Our ability to offer domain name services to our subscribers depends on certain third-party relationships.
For example, certain of our subsidiaries are accredited by ICANN and various other registries as a domain name
registrar. If we fail to comply with domain name registry requirements or if domain name registry requirements
change, we could lose our accreditation, be required to increase our expenditures, comply with additional
requirements or alter our service offerings, any of which could have a material adverse effect on our business,
financial condition or results of operations.
We also have relationships with product partners whose solutions, including site builders, shopping carts
and security tools, we offer to our subscribers. A majority of our offerings are provided by third parties. We may
be unable to continue our relationship with any of these partners if, for example, they decline to continue to work
with us or are acquired by third parties. In such an event, we may not be able to continue to offer these
third-party tools to our subscribers or we may be forced to find an alternative that may be inferior to the solution
that we had previously offered, which could harm our business and our operating results.
We also rely on software licensed from or hosted by third parties to offer our solutions to our subscribers. In
addition, we may need to obtain future licenses from third parties to use intellectual property associated with the
development of our solutions, which might not be available to us on acceptable terms, or at all. Any loss of the
right to use any software or other intellectual property required for the development and maintenance of our
solutions could result in delays in the provision of our solutions until equivalent technology is either developed
by us, or, if available, is identified, obtained and integrated. Any errors or defects in third-party software could
result in errors or a failure of our solutions which could harm our business and operating results. Further, we
cannot be certain that the owners’ rights in their technologies will not be challenged, invalidated or
circumvented.
Constant Contact relies on some of its partners to create integrations with third-party applications and
platforms used by Constant Contact’s customers. If we fail to encourage these partners to create such integrations
or if we do not adequately facilitate these integrations from a technology perspective, demand for Constant
Contact products could decrease, which could harm our business and operating results.
29
We rely on a limited number of data centers to deliver most of our services. If we are unable to renew our data
center agreements on favorable terms, or at all, our operating margins and profitability could be adversely
affected and our business could be harmed. In addition, our recent purchase of our largest data center
subjects us to potential costs and risks associated with real property ownership.
We currently serve most of our subscribers from six data center facilities located in Massachusetts (three),
Texas, Utah and California. We own one of our data centers and occupy the remaining data centers pursuant to
co-location service agreements with third-party data center facilities which have built and maintain the co-located
data centers for us and other parties. Although we own the servers in these six data centers and engineer and
architect the systems upon which our platform runs, we do not control the operation of the facilities we do not
own.
The terms of our existing co-located data center agreements vary in length and expire over a period ranging
from 2016 through 2018. The owners of these or our other co-located data centers have no obligation to continue
such arrangements beyond their current terms, nor are they obligated to renew their agreements with us on terms
acceptable to us, or at all.
Our existing co-located data center agreements may not provide us with adequate time to transfer operations
to a new facility in the event of early termination or if we were unable to negotiate a short-term transition
arrangement or renew these agreements on terms acceptable to us. If we were required to move our equipment to
a new facility without adequate time to plan and prepare for such migration, we would face significant challenges
due to the technical complexity, risk and high costs of the relocation. Any such migration would result in
significant costs for us and significant downtime for large numbers of our subscribers. This could damage our
reputation and cause us to lose current and potential subscribers, which would harm our operating results and
financial condition.
If we are able to renew the agreements on our existing co-located data center facilities, we expect that the
lease rates will be higher than those we pay under our existing agreements. If we fail to increase our revenue by
amounts sufficient to offset any increases in lease rates for these facilities, our operating results may be
materially and adversely affected.
We currently intend to continue to contract with third-party data center operators, but we could be forced to
re-evaluate those plans depending on the availability and cost of data center facilities, the ability to influence and
control certain design aspects of the data center, and economic conditions affecting the data center operator’s
ability to add additional facilities.
With respect to the data center facility that we own, we are subject to risks, and may incur significant costs,
related to our ownership of the facility and the land on which it is located, including costs or risks related to
building repairs or upgrades and compliance with various federal, state and local laws applicable to real property
owners, including environmental laws.
If our solutions and software contain serious errors or defects, then we may lose revenue and market
acceptance and may incur costs to defend or settle claims.
Complex technology platforms, software applications and systems such as ours often contain errors or
defects, such as errors in computer code or other systems errors, particularly when first introduced or when new
versions, enhancements or updates are released. Because we also rely on third parties to develop many of our
solutions, our products and services may contain additional errors or defects as a result of the integration of the
third party’s product. Despite quality assurance measures, internal testing and beta testing by our subscribers, we
cannot guarantee that our current and future solutions will not be free of serious defects, which could result in
lost revenue or a delay in market acceptance.
30
Since our subscribers use our solutions to maintain an online presence for their business, errors, defects or
other performance problems could result in damage to our subscribers and their businesses. They could elect to
cancel or not to renew their agreements, delay or withhold payments to us, or seek significant compensation from
us for the losses they or their businesses suffer. Although our subscriber agreements typically contain provisions
designed to limit our exposure to certain claims, existing or future laws or unfavorable judicial decisions could
negate or diminish these limitations. Even if not successful, a claim brought against us could be time-consuming
and costly and could seriously damage our reputation in the marketplace, making it harder for us to acquire and
retain subscribers.
F
o
r
m
1
0
-
K
Because we are required to recognize revenue for our subscription-based services over the term of the
applicable subscriber agreement, changes in our sales may not be immediately reflected in our operating
results. In addition, we may not have adequate reserves in the event that our historical levels of refunds
increase, which could adversely affect our liquidity and profitability.
We recognize revenue from our subscribers ratably over the respective terms of their agreements with us in
accordance with U.S. generally accepted accounting principles. These contracts are generally for service periods
of up to 36 months. Accordingly, increases in sales during a particular period do not translate into corresponding
increases in revenue during that same period, and a substantial portion of the revenue that we recognize during a
quarter is derived from deferred revenue from our agreements with subscribers that we entered into during
previous quarters. As a result, we may not generate net earnings despite substantial sales activity during a
particular period, since we are not allowed under applicable accounting rules to recognize all of the revenue from
these sales immediately, and because we are required to record a significant portion of our related operating
expenses during that period. Conversely, the existence of substantial deferred revenue may prevent deteriorating
sales activity from becoming immediately apparent in our reported operating results.
In connection with our domain registration services, as a registrar, we are required under our agreements
with domain registries to prepay the domain registry for the term for which a domain is registered. We recognize
this prepayment as an asset on our consolidated balance sheet and record domain revenue and the domain
registration expense ratably over the term that a domain is registered. This cash payment to the domain registry
may lead to fluctuations in our liquidity that is not immediately reflected in our operating results.
In addition, our standard terms of service permit our subscribers to seek refunds from us in certain instances,
and we maintain reserves to provide such refunds. The amount of such reserves is based on the amount of
refunds that we have provided in the past. If our actual level of refund claims exceeds our estimates and our
refund reserves are not adequate to cover such claims, our liquidity or profitability could be adversely affected.
Furthermore, if we experience an unexpected decline in our revenue, we may not be able to adjust spending in a
timely manner to compensate for such shortfall, and any significant shortfall in revenue relative to planned
expenditures could adversely affect our business and operating results.
We depend on the experience and expertise of our senior management team, and the loss of any member of
our senior management team could have an adverse effect on our business, financial condition and operating
results.
Our success and future performance depends in significant part upon the continued service of our senior
management team, particularly Hari Ravichandran, our founder and chief executive officer. The members of our
senior management team are not contractually obligated to remain employed by us. Accordingly, and in spite of
our efforts to retain our senior management team with long-term equity incentives, any member of our senior
management team could terminate his or her employment with us at any time and go to work for one of our
competitors after the expiration of his or her non-compete period. The replacement of members of our senior
management team likely would involve significant time and expense, and the loss of any member of our senior
management team could significantly delay, prevent the achievement of or make it more difficult for us to
31
pursue and execute on our business objectives, and could have an adverse effect on our business, financial
condition and operating results.
Our growth will be adversely affected if we cannot continue to successfully retain, hire, train and manage our
key employees.
Our ability to successfully pursue our growth strategy will depend on our ability to attract, retain and
motivate key employees across our business. In particular, we are dependent on our platform and software
engineers, those who manage our sales and service employees, and, as we grow internationally, those employees
managing our operations outside of the United States. We face intense competition for these and other employees
from numerous technology, software and manufacturing companies, and we cannot ensure that we will be able to
attract, integrate or retain additional qualified employees in the future or at compensation levels consistent with
our existing compensation and salary structure. In particular, candidates making employment decisions,
particularly in high-technology industries, often consider the value of any equity they may receive in connection
with their employment. As a result, any significant volatility in the market price of our common stock may
adversely affect our ability to attract or retain highly skilled engineers and marketing personnel. In addition, we
invest significant time and expense in training our employees, which increases their value to competitors who
may seek to recruit them.
If we are unable to attract new employees and retain our current employees, we may not be able to develop
and maintain our services at the same levels as our competitors, and we may therefore lose subscribers and
market share. Our failure to attract and retain qualified individuals could have an adverse effect on our ability to
execute on our business objectives and, as a result, our ability to compete could decrease, our operating results
could suffer and our revenue could decrease.
We are subject to governmental regulation and other legal obligations, particularly related to privacy, data
protection and information security, and we are subject to consumer protection laws that regulate our
marketing practices and prohibit unfair or deceptive acts and practices. Our actual or perceived failure to
comply with such obligations could harm our business. Compliance with such laws could also impair our
efforts to maintain and expand our subscriber base and provide certain of our product offerings, and thereby
decrease our revenue.
The U.S. Federal Trade Commission, or FTC, and various state and local governments and agencies regularly
use their authority under laws prohibiting unfair and deceptive marketing and trade practices to investigate and
penalize companies for practices related to the collection, use, handling, disclosure, and security of personal data of
U.S. consumers. In addition, in connection with the marketing and advertisement of our products and services by us
or our affiliates, we could be the target of claims relating to false or deceptive advertising or marketing practices,
including under the auspices of the FTC and state consumer protection statutes.
In the European Union, or EU, and in other jurisdictions outside of the United States, we could be the target
of similar claims under consumer protection laws, regulation of cloud services, ecommerce and distance selling
regulation, advertising regulation, unfair competition rules or similar legislation. Online digital services may be
subject to increased scrutiny in the near future given their rapid growth in recent years. For example, on
December 1, 2015, the UK Competition and Markets Authority, or the CMA, announced that it is conducting a
review of compliance with UK consumer protection laws in the cloud storage sector. As part of that effort, the
CMA contacted a number of cloud storage companies, including our UK subsidiary, JDI Backup Ltd, or JDI,
requesting information be provided on a voluntary basis. The CMA’s review could result in enforcement action,
requests for voluntary change in marketing and business practices and/or new guidance for the cloud storage
industry, among others.
If we are found to have breached any consumer protection, ecommerce and distance selling, advertising,
unfair competition laws or similar legislation in any country or any laws regulating cloud services, we may be
32
F
o
r
m
1
0
-
K
subject to enforcement actions that require us to change our business practices in a manner which may negatively
impact revenue, as well as litigation, fines, penalties and adverse publicity that could cause our subscribers to
lose trust in us, which could have an adverse effect on our reputation and business in a manner that harms our
financial position. We also rely on third parties to provide marketing and advertising of our products and
services, and we could be liable for, or face reputational harm as a result of, their marketing practices if, for
example, they fail to comply with applicable statutory and regulatory requirements.
We collect personally identifiable information and other data from our subscribers and prospective
subscribers. We use this information to provide services to our subscribers, to support, expand and improve our
business and, subject to each subscriber’s or prospective subscriber’s right to decline or opt out, we may use this
information to market other products and services to them. We may also share subscribers’ personally
identifiable information with certain third parties as authorized by the subscriber or as described in the applicable
privacy policy.
The U.S. federal and various state and foreign governments have adopted or proposed guidelines or rules for
the collection, distribution, use and storage of personal information of individuals, and the FTC and many state
attorneys general are applying federal and state consumer protection laws to impose standards for the online
collection, use and dissemination of data. However, these obligations may be interpreted and applied in a manner
that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.
Any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations or
industry standards or any security incident that results in the unauthorized release or transfer of personally
identifiable information or other subscriber data may result in governmental enforcement actions, litigation, fines
and penalties and/or adverse publicity and could cause our subscribers to lose trust in us, which could have an
adverse effect on our reputation and business.
In addition, several foreign countries and governmental bodies, including the countries of the EU and
Canada, have laws and regulations dealing with the collection and use of personal data obtained from their
residents, which are often more restrictive than those in the United States. Laws and regulations in these
jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal information that
identifies or may be used to identify an individual, such as names, contact information, and, in some
jurisdictions, certain unique identifiers.
The data privacy regime in the EU includes certain directives which, among other things, require EU
member states to regulate the processing and movement of personal data, marketing and the use of cookies. Each
EU member state has transposed the requirements of these directives into its own national data privacy regime,
and therefore the laws differ from jurisdiction to jurisdiction.
Future laws or regulations, or modifications to existing laws or regulations, could impair our ability to
collect and/or use user information that we use to provide targeted advertising to our users, thereby impairing our
ability to maintain and grow our subscriber base and increase revenue. Future restrictions on the collection, use,
sharing or disclosure of our subscribers’ data or additional requirements for obtaining the consent of subscribers
for the use and disclosure of such information could require us to modify our solutions and features, possibly in a
material manner, and could limit our ability to develop new services and features.
For example, within the EU, legislators agreed upon the text of a new EU-wide General Data Protection
Regulation, or GDPR, in December 2015 that is expected to come into effect in early 2018 and will replace the
data protection laws of each EU member state. The GDPR will implement more stringent operational
requirements for processors and controllers of personal data, including, for example, expanded disclosures about
how personal information is to be used, limitations on retention of information, increased requirements to erase
an individual’s information upon request, mandatory data breach notification requirements and higher standards
for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. It
also significantly increases penalties for non-compliance. If our privacy or data security measures fail to comply
with applicable current or future laws and regulations, we may be subject to litigation, regulatory investigations,
33
enforcement notices requiring us to change the way we use personal data or our marketing practices, fines or
other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws and
regulations limit our subscribers’ or prospective subscribers’ ability to use and share personal data or our ability
to store, process and share personal data, demand for our solutions could decrease, our costs could increase, and
our business, results of operations and financial condition could be harmed.
In recent years, U.S. and European lawmakers and regulators have expressed concern over the use of third-
party cookies, web beacons and similar technology for online behavioral advertising. In the EU, informed consent is
required for the placement of a cookie on a user’s device. Any failure by us to comply with applicable requirements
may result in governmental enforcement actions, litigation, fines and penalties or adverse publicity which could
have an adverse effect on our reputation and business. Regulation of cookies and web beacons may lead to broader
restrictions on our research activities, including efforts to understand users’ Internet usage. Such regulations may
have a chilling effect on businesses, such as ours, that collect and use online usage information in order to attract
and retain customers and may increase the cost of maintaining a business that collects or uses online usage
information, increase regulatory scrutiny and increase the potential for civil liability under consumer protection
laws. In response to marketplace concerns about the usage of third-party cookies and web beacons to track user
behaviors, providers of major browsers have included features that allow users to limit the collection of certain data
in general or from specified websites, and some regulatory authorities have been advocating the development of
browsers that block cookies by default. These developments could impair our ability to collect user information that
helps us provide more targeted advertising to our users. If such technology is widely adopted, it could adversely
affect our business, given our use of cookies and similar technologies to target our marketing.
Furthermore, the U.S. Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003, or
CAN SPAM Act, establishes certain requirements for commercial email messages and specifies penalties for the
transmission of commercial email messages that are intended to deceive the recipient as to source or content. The
CAN SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the
ability to opt out of receiving future emails from the sender. In addition, some states have passed laws regulating
commercial email practices that are significantly more punitive and difficult to comply with than the CAN
SPAM Act, particularly Utah and Michigan, which have enacted do-not-email registries listing minors who do
not wish to receive unsolicited commercial email that markets certain covered content, such as adult or other
harmful products. Some portions of these state laws may not be pre-empted by the CAN SPAM Act. The ability
of our subscribers’ customers to opt out of receiving commercial emails may minimize the effectiveness of our
products, particularly Constant Contact’s email marketing product. Moreover, non-compliance with the CAN
SPAM Act carries significant financial penalties. If we were found to be in violation of the CAN SPAM Act,
applicable state laws not pre-empted by the CAN SPAM Act, or similar foreign laws regulating the distribution
of commercial email, whether as a result of violations by our subscribers or if we were deemed to be directly
subject to and in violation of these requirements, we could be required to pay penalties, which would adversely
affect our financial performance and significantly harm our business, and our reputation would suffer. We also
may be required to change one or more aspects of the way we operate our business, which could impair our
ability to attract and retain subscribers or could increase our operating costs.
We rely on third parties to carry out a number of services for us, including processing personal data on our
behalf, and while we enter into contractual arrangements to ensure that they only process such data according to
our instructions and have sufficient security measures in place, any security breach or non-compliance with our
contractual terms or breach of applicable law by such third parties could result in governmental enforcement
actions, litigation, fines and penalties or adverse publicity and could cause our subscribers to lose trust in us,
which could have an adverse impact on our reputation and business.
New laws, regulations or standards or new interpretations of existing laws, regulations or standards,
including those in the areas of data security, data privacy, consumer protection and regulation of ISPs, could
require us to incur additional costs and restrict our business operations. In addition, there is a risk that we could
be held subject to legislation in countries where we reasonably thought the laws did not apply to us. Failure by us
34
F
o
r
m
1
0
-
K
to comply with applicable requirements may result in governmental enforcement actions, litigation, fines and
penalties or adverse publicity, which could have an adverse effect on our reputation and business.
Failure to adequately protect and enforce our intellectual property rights could substantially harm our
business and operating results.
We have devoted substantial resources to the development of our intellectual property, proprietary
technologies and related processes. In order to protect our intellectual property, proprietary technologies and
processes, we rely upon a combination of trademark, patent and trade secret law, as well as confidentiality
procedures and contractual restrictions. These afford only limited protection, may not prevent disclosure of
confidential information, may not provide an adequate remedy in the event of misappropriation or unauthorized
disclosure, and may not now or in the future provide us with a competitive advantage. Despite our efforts to
protect our intellectual property rights, unauthorized parties, including employees, subscribers and third parties,
may make unauthorized or infringing use of our products, services, software and other functionality, in whole or
in part, or obtain and use information that we consider proprietary.
Policing our proprietary rights and protecting our brands and domain names is difficult and costly and may
not always be effective. In addition, we may need to enforce our rights under the laws of countries that do not
protect proprietary rights to as great an extent as do the laws of the United States and any changes in, or
unexpected interpretations of, the intellectual property laws in any country in which we operate may compromise
our ability to enforce our intellectual property rights. To the extent we expand our international activities, our
exposure to unauthorized copying and use of our trademarks, products and proprietary information may increase.
We have registered, or applied to register, the trademarks associated with several of our leading brands in
the United States and in certain other countries. Competitors may have adopted, and in the future may adopt,
service or product names similar to ours, which could impede our ability to build our brands’ identities and
possibly lead to confusion. In addition, there could be potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate variations of the terms or
designs of one of our trademarks.
Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities
and administrative bodies in the United States and abroad may be necessary to enforce our intellectual property
rights or to defend against claims of infringement or invalidity. Such litigation or proceedings could be costly,
time-consuming and distracting to our management, result in a diversion of resources, the impairment or loss of
portions of our intellectual property, and have a material adverse effect on our business and operating results.
There can be no assurance that our efforts to enforce or protect our proprietary rights will be adequate or that our
competitors will not independently develop similar technology. In addition, the legal standards relating to the
validity, enforceability and scope of protection of intellectual property rights on the Internet are uncertain and
still evolving. Our failure to meaningfully establish and protect our intellectual property could result in
substantial costs and diversion of resources and could substantially harm our business and operating results.
We could incur substantial costs as a result of any claim of infringement of another party’s intellectual
property rights.
In recent years, there has been significant litigation in the United States and abroad involving patents and
other intellectual property rights. Companies providing Internet-based products and services are increasingly
bringing and becoming subject to suits alleging infringement of proprietary rights, particularly patent rights, and
to the extent we face increasing competition and become increasingly visible as a publicly-traded company, or if
we become more successful, the possibility of intellectual property infringement claims may increase. In
addition, our exposure to risks associated with the use of intellectual property may increase as a result of
acquisitions that we make or our use of software licensed from or hosted by third parties, as we have less
visibility into the development process with respect to such technology or the care taken to safeguard against
35
infringement risks. Third parties may make infringement and similar or related claims after we have acquired or
licensed technology that had not been asserted prior to our acquisition or license.
Many companies are devoting significant resources to obtaining patents that could affect many aspects of
our business. Since we do not have a significant patent portfolio, this may prevent us from deterring patent
infringement claims, and our competitors and others may now and in the future have significantly larger and
more mature patent portfolios than we have.
We have filed several patent applications in the United States and foreign counterpart filings for some of
those applications. Although some of these applications have issued to registration, we cannot assure you that
patents will issue from every patent application, or that we will prosecute every application to registration, that
patents that issue from our applications will give us the protection that we seek, or that any such patents will not
be challenged, invalidated or circumvented. Any patents that may issue in the future from our pending or future
patent applications may not provide sufficiently broad protection and may not be enforceable in actions against
alleged infringers.
The risk of patent litigation has been amplified by the increase in certain third parties, so-called
“non-practicing entities,” whose sole business is to assert patent claims and against which our own intellectual
property portfolio may provide little deterrent value. We could incur substantial costs in prosecuting or defending
any intellectual property litigation and we have incurred such costs in the past. If we sue to enforce our rights or
are sued by a third party that claims that our solutions infringe its rights, the litigation could be expensive and
could divert our management’s time and attention. Even a threat of litigation could result in substantial expense
and time.
Furthermore, because of the substantial amount of discovery required in connection with intellectual
property litigation, there is a risk that some of our confidential information could be compromised by disclosure.
In addition, during the course of any such litigation, there could be public announcements of the results of
hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these
results to be negative, it could have a substantial adverse effect on the price of our common stock.
Any intellectual property litigation to which we might become a party, or for which we are required to
provide indemnification, may require us to do one or more of the following:
•
cease selling or using solutions that incorporate the intellectual property that our solutions allegedly
infringe;
• make substantial payments for legal fees, settlement payments or other costs or damages;
•
•
obtain a license or enter into a royalty agreement, which may not be available on reasonable terms or at
all, to sell or use the relevant technology; or
redesign the allegedly infringing solutions to avoid infringement, which could be costly,
time-consuming or impossible.
If we are required to make substantial payments or undertake any of the other actions noted above as a result
of any intellectual property infringement claims against us, our business or operating results could be harmed.
In addition, some of our agreements with partners and others require us to indemnify those parties for
third-party intellectual property infringement claims, which would increase the cost to us resulting from an
adverse ruling on any such claim.
Our use of “open source” software could adversely affect our ability to sell our services and subject us to
possible litigation.
We use open source software, such as MySQL and Apache, in providing a substantial portion of our
solutions, and we may incorporate additional open source software in the future. Such open source software is
36
F
o
r
m
1
0
-
K
generally licensed by its authors or other third parties under open source licenses. If we fail to comply with these
licenses, we may be subject to certain conditions, including requirements that we offer our solutions that
incorporate the open source software for no cost; that we make available source code for modifications or
derivative works we create based upon, incorporating or using the open source software; and/or that we license
such modifications or derivative works under the terms of the particular open source license. In addition, if a
third-party software provider has incorporated open source software into software that we license from such
provider, we could be required to disclose any of our source code that incorporates or is a modification of such
licensed software. If an author or other third party that distributes such open source software were to allege that
we had not complied with the conditions of one or more of these licenses, we could be required to incur
significant legal expenses defending such allegations and could be subject to significant damages, enjoined from
the sale of our solutions that contained the open source software, and required to comply with the foregoing
conditions, which could disrupt the distribution and sale of some of our solutions. In addition, there have been
claims challenging the ownership of open source software against companies that incorporate open source
software into their products. As a result, we could be subject to suits by parties claiming ownership of what we
believe to be open source software. Such litigation could be costly for us to defend, have a negative effect on our
operating results and financial condition or require us to devote additional research and development resources to
change our products.
We could face liability, or our reputation might be harmed, as a result of the activities of our subscribers, the
content of their websites or the data they store on our servers.
Our role as a provider of cloud-based solutions, including website hosting services and domain registration
services, may subject us to potential liability for the activities of our subscribers on or in connection with their
websites or domain names or for the data they store on our servers. Although our subscriber terms of use prohibit
illegal use of our services by our subscribers and permit us to take down websites or take other appropriate
actions for illegal use, subscribers may nonetheless engage in prohibited activities or upload or store content with
us in violation of applicable law or the subscriber’s own policies, which could subject us to liability.
Several U.S. federal statutes may apply to us with respect to various subscriber activities:
• The Digital Millennium Copyright Act of 1998, or DMCA, provides recourse for owners of
copyrighted material who believe that their rights under U.S. copyright law have been infringed on the
Internet. Under the DMCA, based on our current business activity as an online service provider that
does not monitor, own or control website content posted by our subscribers, we generally are not liable
for infringing content posted by our subscribers or other third parties, provided that we follow the
procedures for handling copyright infringement claims set forth in the DMCA. Generally, if we receive
a proper notice from, or on behalf of, a copyright owner alleging infringement of copyrighted material
located on websites we host, and we fail to expeditiously remove or disable access to the allegedly
infringing material or otherwise fail to meet the requirements of the safe harbor provided by the
DMCA, the copyright owner may seek to impose liability on us. Technical mistakes in complying with
the detailed DMCA take-down procedures could subject us to liability for copyright infringement.
• The Communications Decency Act of 1996, or CDA, generally protects interactive computer service
providers such as us, from liability for certain online activities of their customers, such as the
publication of defamatory or other objectionable content. As an interactive computer services provider,
we do not monitor hosted websites or prescreen the content placed by our subscribers on their sites.
Accordingly, under the CDA, we are generally not responsible for the subscriber-created content
hosted on our servers. However, the CDA does not apply in foreign jurisdictions and we may
nonetheless be brought into disputes between our subscribers and third parties which would require us
to devote management time and resources to resolve such matters and any publicity from such matters
could also have an adverse effect on our reputation and therefore our business.
•
In addition to the CDA, the Securing the Protection of our Enduring and Established Constitutional
Heritage Act, or the SPEECH Act, provides a statutory exception to the enforcement by a U.S. court of
37
a foreign judgment that is less protective of free speech than the United States. Generally, the exception
applies if the law applied in the foreign court did not provide at least as much protection for freedom of
speech and press as would be provided by the First Amendment of the U.S. Constitution or by the
constitution and law of the state in which the U.S. court is located, or if no finding of a violation would
be supported under the First Amendment of the U.S. Constitution or under the constitution and law of
the state in which the U.S. court is located. Although the SPEECH Act may protect us from the
enforcement of foreign judgments in the United States, it does not affect the enforceability of the
judgment in the foreign country that issued the judgment. Given our international presence, we may
therefore, nonetheless, have to defend against or comply with any foreign judgments made against us,
which could take up substantial management time and resources and damage our reputation.
Although these statutes and case law in the United States have generally shielded us from liability for
subscriber activities to date, court rulings in pending or future litigation, or future legislative or regulatory
actions, may narrow the scope of protection afforded us under these laws. Several court decisions arguably have
already narrowed the scope of the immunity provided to interactive computer services in the U.S. under the
CDA. In addition, laws governing these activities are unsettled in many international jurisdictions, or may prove
difficult or impossible for us to comply with in some international jurisdictions. Also, notwithstanding the
exculpatory language of these bodies of law, we may be embroiled in complaints and lawsuits which, even if
ultimately resolved in our favor, add cost to our doing business and may divert management’s time and attention.
Finally, other existing bodies of law, including the criminal laws of various states, may be deemed to apply or
new statutes or regulations may be adopted in the future, any of which could expose us to further liability and
increase our costs of doing business.
Constant Contact’s subscribers could also use Constant Contact’s products or website to transmit negative
messages or website links to harmful applications, reproduce and distribute copyrighted material or the
trademarks of others without permission, or report inaccurate or fraudulent data or information. Any such use of
Constant Contact’s products could damage our reputation and we could face claims for damages, copyright or
trademark infringement, defamation, negligence or fraud. Moreover, Constant Contact’s customers’ promotion of
their products and services through Constant Contact’s products may not comply with federal, state and foreign
laws. We cannot predict whether Constant Contact’s role in facilitating these activities would expose us to
liability under these laws. Even if claims asserted against Constant Contact do not result in liability, we may
incur substantial costs in investigating and defending such claims. If Constant Contact is found liable for its
customers’ activities, we could be required to pay fines or penalties, redesign business methods or otherwise
expend resources to remedy any damages caused by such actions and to avoid future liability.
We may face liability for, or become involved in, disputes in connection with ownership or control of
subscriber accounts, websites or domain names or in connection with domain names we own.
As a provider of cloud-based solutions, including as a registrar of domain names and related services, we
from time to time become aware of disputes over ownership or control of subscriber accounts, websites or
domain names. For example, disputes may arise as a result of a subscriber engaging a webmaster or other third
party to help set up a web hosting account, register or renew a domain name, build a website, upload content, or
set up email or other services.
We could face potential claims of tort law liability for our failure to renew a subscriber’s domain, and we
have faced such liability in the past. We could also face potential tort law liability for our role in the wrongful
transfer of control or ownership of accounts, websites or domain names. The safeguards and procedures we have
adopted may not be successful in insulating us against liability from such claims in the future. In addition, we
face potential liability for other forms of account, website or domain name “hijacking,” including
misappropriation by third parties of subscriber accounts, websites or domain names and attempts by third parties
to operate accounts, websites or domain names or to extort the subscriber whose accounts, websites or domain
names were misappropriated. Furthermore, our risk of incurring liability for a security breach on or in connection
38
F
o
r
m
1
0
-
K
with a subscriber account, website or domain name would increase if the security breach were to occur following
our sale to a subscriber of an SSL certificate that proved ineffectual in preventing it. Finally, we are exposed to
potential liability as a result of our domain privacy service, wherein the identity and contact details for the
domain name registrant are masked. Although our terms of service reserve the right to provide the underlying
WHOIS information and/or to cancel privacy services on domain names giving rise to domain name disputes,
including when we receive reasonable evidence of an actionable harm, the safeguards we have in place may not
be sufficient to avoid liability, which could increase our costs of doing business.
Occasionally a subscriber may register a domain name that is identical or similar to another party’s
trademark or the name of a living person. Disputes involving registration or control of domain names are often
resolved through the Uniform Domain Name Dispute Resolution Policy, or UDRP, ICANN’s administrative
process for domain name dispute resolution, or through litigation under the Anticybersquatting Consumer
Protection Act, or ACPA, or under general theories of trademark infringement or dilution. The UDRP generally
does not impose liability on registrars, and the ACPA provides that registrars may not be held liable for
registering or maintaining a domain name absent a showing of bad faith, intent to profit or reckless disregard of a
court order by the registrar. However, we may face liability if we fail to comply in a timely manner with
procedural requirements under these rules. In addition, these processes typically require at least limited
involvement by us and, therefore, increase our costs of doing business. Moreover, as the owner of domain name
portfolios containing domains that we are providing for resale, we may face liability if one or more domain
names in our portfolios is alleged to violate another party’s trademark. While we screen the domains we acquire
to mitigate the risk of third-party claims of trademark infringement, we may nonetheless inadvertently register or
acquire domains that infringe or allegedly infringe third-party rights. Moreover, advertisements displayed on
websites associated with domains registered by us may contain allegedly infringing content placed by third
parties. As a result, our involvement in domain name disputes may increase in the future.
We are subject to export controls and economic sanctions laws that could impair our ability to compete in
international markets and subject us to liability if we are not in full compliance with applicable laws.
Our business activities are subject to various restrictions under U.S. export controls and trade and economic
sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations and economic
and trade sanctions regulations maintained by OFAC. Failure to comply with these laws and regulations could
subject us to civil or criminal penalties, government investigations, and reputational harm. In addition, if our
third-party resellers fail to comply with these laws and regulations in their dealings, we could face potential
liability or penalties for violations. Furthermore, U.S. export control laws and economic sanctions laws prohibit
certain transactions with U.S. embargoed or sanctioned countries, governments, persons and entities.
Although we take precautions and have implemented, and continue to seek to enhance, compliance
measures to prevent transactions with U.S. sanction targets, from time to time we have identified, and we expect
to continue to identify, instances of non-compliance with these laws, rules and regulations and transactions which
we are required to block and report to OFAC. In addition, as a result of our acquisition activities, we have
acquired, and it is likely that we will continue to acquire, companies for which we could face potential liability or
penalties for violations if they have not implemented sufficient compliance measures to prevent transactions with
U.S. sanction targets. Until we are able to fully integrate our compliance processes into the operations of such
acquired companies, we are at an increased risk of transacting business with U.S. sanction targets. Our failure to
comply with these laws, rules and regulations could result in negative consequences to us, including government
investigations, penalties and reputational harm.
Changes in our solutions or changes in export and import regulations may create delays in the introduction
and sale of our solutions in international markets, prevent our subscribers with international operations from
deploying our solutions or, in some cases, prevent the export or import of our solutions to certain countries,
governments or persons altogether. Any change in export or import regulations, shift in the enforcement or scope
of existing regulations, or change in the countries, governments, persons or technologies targeted by such
39
regulations, could result in decreased use of our solutions or decreased ability to export or sell our solutions to
existing or potential subscribers with international operations. Any decreased use of our solutions or limitation on
our ability to export or sell our solutions could adversely affect our business, financial condition and operating
results.
Due to the global nature of our business, we could be adversely affected by violations of anti-bribery laws.
The global nature of our business requires us to comply with laws and regulations that prohibit bribery and
corruption anywhere in the world. The FCPA, the U.K. Bribery Act 2010, or the Bribery Act, and similar
anti-bribery laws in other jurisdictions where we do business generally prohibit companies and their
intermediaries from making improper payments to government officials and other persons for the purpose of
obtaining or retaining business or an improper business advantage. In addition, the FCPA requires public
companies to maintain records that accurately and fairly represent their transactions and have an adequate system
of internal accounting controls. We currently operate, and plan to expand our operations, in areas of the world
that have a reputation for heightened risks of corruption and, in certain circumstances, compliance with
anti-bribery laws may conflict with local customs and practices. We operate in several countries and sell our
products to subscribers around the world, which requires our employees and business partners acting on our
behalf to comply with all laws, including anti-corruption laws. In addition, changes in laws could result in
increased regulatory requirements and compliance costs which could adversely affect our business, financial
condition and results of operations. We cannot assure that our employees, business partners or other agents will
not engage in prohibited conduct and expose us to the risk of liability under the FCPA, the Bribery Act, or other
anti-bribery laws. If we are found to be in violation of the FCPA, the Bribery Act or other anti-bribery laws, we
could suffer criminal and civil penalties, other sanctions, and reputational damage, which could have a material
adverse effect on our business.
Adverse economic conditions in the United States and international economies could harm our operating
results.
Unfavorable general economic conditions, such as a recession or economic slowdown in the United States
or in one or more of our other major markets, could adversely affect the affordability of, and demand for, our
solutions. The national and global economic downturn in recent years affected many sectors of the economy and
resulted in, among other things, declines in overall economic growth, consumer and corporate confidence and
spending; increases in unemployment rates; and uncertainty about economic stability. Changing macroeconomic
conditions may affect our business in a number of ways, making it difficult to accurately forecast and plan our
future business activities. In particular, SMB spending patterns are difficult to predict and are sensitive to the
general economic climate, the economic outlook specific to the SMB industry, the SMB’s level of profitability
and debt and overall consumer confidence. Our solutions may be considered discretionary by many of our current
and potential subscribers and may be dependent upon levels of consumer spending. As a result, resellers and
consumers considering whether to purchase our solutions may be influenced by macroeconomic factors that
affect SMB and consumer spending.
To the extent conditions in the economy deteriorate, our business could be harmed as subscribers may
reduce or postpone spending and choose to discontinue our solutions, decrease their service level, delay
subscribing for our solutions or stop purchasing our solutions all together. In addition, our efforts to attract new
subscribers may be adversely affected. Weakening economic conditions may also adversely affect third parties
with which we have entered into relationships and upon which we depend in order to grow our business, which
could detract from the quality or timeliness of the products or services such parties provide to us and could
adversely affect our reputation and relationships with our subscribers.
In uncertain and adverse economic conditions, decreased consumer spending is likely to result in a variety
of negative effects such as reduction in revenue, increased costs, lower gross margin percentages and recognition
of impairments of assets, including goodwill and other intangible assets. Uncertainty and adverse economic
40
F
o
r
m
1
0
-
K
conditions may also lead to a decreased ability to collect payment for our solutions and services due primarily to
a decline in the ability of our subscribers to use or access credit, including through credit cards and PayPal,
which is how most of our subscribers pay for our services. We also expect to continue to experience volatility in
foreign exchange rates, which could adversely affect the amount of expenses we incur and the revenue we record
in future periods. If any of the above risks are realized, we may experience a material adverse effect on our
business, financial condition and operating results.
Impairment of goodwill and other intangible assets would result in a decrease in earnings.
Current accounting rules provide that goodwill and other intangible assets with indefinite useful lives may
not be amortized, but instead must be tested for impairment at least annually. These rules also require that
intangible assets with definite useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of such assets may not be recoverable. We have substantial goodwill and other
intangible assets, and we would be required to record a significant charge to earnings in our financial statements
during the period in which any impairment of our goodwill or intangible assets is determined. Any impairment
charges or changes to the estimated amortization periods could have a material adverse effect on our financial
results.
Risks Related to Our Substantial Indebtedness
Our substantial level of indebtedness could materially and adversely affect our financial condition.
We now have, and expect to continue to have, significant indebtedness that could result in a material and
adverse effect on our business. As of December 31, 2015, we had approximately $1,093.4 million of aggregate
indebtedness. As of February 9, 2016, after giving effect to the acquisition of Constant Contact, we had
approximately $2,082.6 million of aggregate indebtedness, net of original issue discount. Under our first lien
term loan facility and our incremental first lien term loan facility entered into in connection with the acquisition
of Constant Contact, we are required to repay approximately $2.6 million and $3.7 million, respectively, of
principal at the end of each quarter and accrued interest upon the maturity of each interest accrual period, which
totaled $52.2 million for the year ended December 31, 2015 and we currently estimate will be $15.8 million and
$11.1 million, respectively, per fiscal quarter for 2016. The interest accrual periods under our Senior Credit
Facilities are typically three months in duration. The actual amounts of our debt servicing payments vary based
on the amounts of indebtedness outstanding, whether we borrow on a LIBOR or base rate basis, the applicable
interest accrual periods and the applicable interest rates, which vary based on prescribed formulas.
We may be able to incur substantial additional debt in the future. The terms of the Senior Credit Facilities
and the indenture governing the Notes permit us to incur additional debt subject to certain conditions. This high
level of debt could have important consequences, including:
• making it more difficult for us to make payments on our indebtedness;
•
•
•
•
•
increasing our vulnerability to general adverse financial, business, economic and industry conditions,
as well as other factors that are beyond our control;
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital
expenditures, acquisitions, research and development efforts and other general corporate purposes;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which
we operate and placing us at a disadvantage compared to our competitors that are less highly leveraged;
restricting our ability to pay dividends on our capital stock or redeem, repurchase or retire our capital
stock or indebtedness;
limiting our ability to borrow additional funds;
41
•
•
•
exposing us to the risk of increased interest rates as certain of our borrowings are, and may in the future
be, at variable interest rates;
requiring us to sell assets or incur additional indebtedness if we are not able to generate sufficient cash
flow from operations to fund our liquidity needs;
requiring us to refinance all or a portion of our indebtedness at or before maturity; and
• making it more difficult for us to fund other liquidity needs.
The occurrence of any one of these events or our failure to generate sufficient cash flow from operations
could have a material adverse effect on our business, financial condition, results of operations and ability to
satisfy our obligations under our indebtedness.
The terms of our Senior Credit Facilities and the indenture governing our outstanding Notes impose
restrictions on our business, reducing our operational flexibility and creating default risks. Failure to comply
with these restrictions, or other events, could result in default under the relevant agreements that could trigger
an acceleration of our indebtedness that we may not be able to repay.
Our Senior Credit Facilities and the Notes require compliance with a set of financial and non-financial
covenants. These covenants contain numerous restrictions on our ability to among other things:
•
incur additional debt;
• make restricted payments (including any dividends or other distributions in respect of our capital stock
and any investments);
sell or transfer assets;
enter into affiliate transactions;
create liens;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
take other actions.
•
•
•
•
•
As a result, we may be restricted from engaging in business activities that may otherwise improve our
business or from financing future operations or capital needs. Failure to comply with the covenants, if not cured
or waived, could result in an event of default that could trigger acceleration of our indebtedness, which would
require us to repay all amounts owing under the Senior Credit Facilities and the Notes and could have a material
adverse impact on our business. Our Senior Credit Facilities and the indenture governing the Notes also contain
provisions that trigger repayment obligations, including in some cases upon a change of control, as well as
various representations and warranties which, if breached, could lead to events of default. We cannot be certain
that our future operating results will be sufficient to ensure compliance with the covenants in our Senior Credit
Facilities or the indenture governing the Notes or to remedy any defaults under our Senior Credit Facilities or the
Notes. In addition, in the event of any event of default and related acceleration, we may not have or be able to
obtain sufficient funds to make any accelerated payments.
EIG Investors, the borrower under our Senior Credit Facilities and the Issuer of the Notes, is a holding
company, and may not be able to generate sufficient cash to service all of its indebtedness.
EIG Investors Corp, or EIG Investors, the borrower under our Senior Credit Facilities and the issuer of the
Notes, has no direct operations and no significant assets other than the stock of its subsidiaries. Because it
conducts its operations through its operating subsidiaries, EIG Investors depends on those entities to generate the
funds necessary to meet its financial obligations, including its required obligations under our Senior Credit
Facilities and the Notes. The ability of our subsidiaries to make transfers and other distributions to EIG Investors
42
F
o
r
m
1
0
-
K
will be subject to, among other things, the terms of any debt instruments of those subsidiaries then in effect,
applicable law, prevailing economic and competitive conditions and certain financial, business and other factors
beyond our control. If transfers or other distributions from our subsidiaries to EIG Investors were eliminated,
delayed, reduced or otherwise impaired, its ability to make payments on its obligations would be substantially
impaired.
Furthermore, if EIG Investors’ cash flows and capital resources are insufficient to fund its debt service
obligations, we may be forced to reduce or delay investments and capital expenditures, seek additional capital,
restructure or refinance EIG Investors’ or our indebtedness, or sell assets. We may not be able to accomplish any
of these alternatives on a timely basis or on satisfactory terms, if at all, which would limit EIG Investors’ ability
to meet its scheduled debt service obligations (including in respect of the Senior Credit Facilities or the Notes).
Our ability to restructure or refinance debt will depend on the condition of the capital markets and the financial
condition of EIG Investors and us at the time. Any refinancing of EIG Investors’ debt could be at higher interest
rates and may require EIG Investors to comply with more onerous covenants, which could further restrict our
business operations. The Senior Credit Facilities and the indenture governing the Notes offered hereby will
restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to
raise capital or sell assets at prices that we believe are fair, and any proceeds that we receive may not be adequate
to meet any debt service obligations then due. In addition, any failure to make payments of interest and principal
on EIG Investors’ outstanding indebtedness on a timely basis would likely result in a reduction of its credit
rating, which could harm our ability to incur additional indebtedness.
EIG Investors may not be able to repurchase the Notes upon a change of control or pursuant to an asset sale
offer, which would cause a default under the indenture governing the Notes and the Senior Credit Facilities.
Upon the occurrence of specific kinds of change of control events, EIG Investors will be required under the
indenture governing the Notes to offer to repurchase all outstanding Notes at 101% of their principal amount plus
accrued and unpaid interest, if any, unless the Notes have been previously called for redemption. The source of
funds for any such purchase of the Notes will be EIG Investors’ available cash or cash generated from its
subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. EIG Investors
may not be able to repurchase the Notes upon a change of control because it may not have sufficient financial
resources to purchase all of the Notes that are tendered upon a change of control. Further, EIG Investors may be
contractually restricted under the terms of the Senior Credit Facilities from repurchasing all of the Notes tendered
by holders upon a change of control. Accordingly, EIG Investors may not be able to satisfy its obligations to
purchase the Notes unless it is able to refinance or obtain waivers under the Senior Credit Facilities. EIG
Investors’ failure to repurchase the Notes upon a change of control would cause a default under the indenture
governing the Notes and a cross default under the Senior Credit Facilities. The Senior Credit Facilities also
provide that a change of control is a default that permits lenders to accelerate the maturity of borrowings
thereunder. Any of EIG Investors’ future debt agreements may contain similar provisions.
In addition, in certain circumstances specified in the indenture governing the Notes, EIG Investors will be
required to commence an asset sale offer, as defined under the indenture governing the Notes, pursuant to which
it will be obligated to offer to purchase the applicable Notes at a price equal to 100% of their principal amount
plus accrued and unpaid interest. EIG Investors’ other debt may contain restrictions that would limit or prohibit
EIG Investors from completing any such asset sale offer. EIG Investors’ failure to purchase any such Notes when
required under the indenture would be an event of default.
Risks Related to Ownership of Our Common Stock
Our stock price has been and may in the future be volatile, which could cause holders of our common stock to
incur substantial losses.
The trading price of our common stock has been and may in the future be subject to substantial price
volatility. As a result of this volatility, our stockholders could incur substantial losses. The market price of our
43
common stock may fluctuate significantly in response to numerous factors, many of which are beyond our
control, including the factors listed below and other factors described in this “Risk Factors” section:
•
•
•
•
•
•
•
•
•
•
•
low trading volume, which could cause even a small number of purchases or sales of our stock to have
an impact on the trading price of our common stock;
price and volume fluctuations in the overall stock market from time to time;
significant volatility in the market price and trading volume of comparable companies;
actual or anticipated changes in our earnings or any financial projections we may provide to the public,
or fluctuations in our operating results or in the expectations of securities analysts;
ratings changes by debt ratings agencies;
short sales, hedging and other derivative transactions involving our capital stock;
announcements of technological innovations, new products, strategic alliances, or significant
agreements by us or by our competitors;
litigation or regulatory proceedings involving us;
investors’ general perception of us;
changes in general economic, industry and market conditions and trends; and
recruitment or departure of key personnel.
In the past, following periods of volatility in the market price of a company’s securities, securities class
action litigation has often been brought against that company. In May 2015, a class action securities lawsuit was
filed against us, and in the future we may be the target of securities litigation. Securities litigation could result in
substantial costs and divert management’s attention and resources from our business.
If securities or industry analysts do not publish, or cease publishing, research or reports about us, our
business or our market, or if they publish negative evaluations of our stock, the price of our stock and trading
volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or
securities analysts or other parties may publish about us, our business, our market or our competitors. We do not
have any control over these parties. If one or more of the analysts covering our business downgrade their
evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our
stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.
Future sales of shares of our common stock could cause the market price of our common stock to drop
significantly, even if our business is doing well.
A substantial portion of our issued and outstanding common stock can be traded without restriction at any
time, and the remaining shares of our issued and outstanding common stock can be sold subject to volume
limitations and other requirements applicable to affiliate sales under the federal securities laws. As such, sales of
a substantial number of shares of our common stock in the public market could occur at any time. These sales, or
the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the
market price of our common stock. In addition, we have registered 18,000,000 shares of common stock that have
been issued or reserved for future issuance under our 2013 Stock Incentive Plan, which we refer to as our 2013
Plan. Of these shares, as of December 31, 2015, a total of 12,754,559 shares of our common stock are subject to
outstanding options, restricted stock units and restricted stock awards, of which 3,502,499 shares are exercisable
or have vested. The exercise of these options or the vesting of restricted stock units and shares of restricted stock
and the subsequent sale of the common stock underlying such options or upon the vesting of such restricted stock
44
units and restricted stock awards could cause a decline in our stock price. These sales also might make it difficult
for us to sell equity securities in the future at a time and at a price that we deem appropriate. We cannot predict
the size of future issuances or the effect, if any, that any future issuances may have on the market price for our
common stock.
In addition, holders of an aggregate of 71,896,177 shares of our common stock have rights, subject to some
conditions, to require us to file registration statements covering their shares or to include their shares in
registration statements that we may file for ourselves or other stockholders. Once we register these shares, they
can be freely sold in the public market upon issuance, subject to any applicable vesting requirements.
F
o
r
m
1
0
-
K
Insiders have substantial control over us, which could limit your ability to influence the outcome of key
transactions, including a change of control.
As of December 31, 2015, our directors, executive officers and their affiliates beneficially own, in the
aggregate, 56.7% of our issued and outstanding common stock. Specifically, investment funds and entities
affiliated with Warburg Pincus own, in the aggregate, 34.9% of our issued and outstanding common stock, and
investment funds and entities affiliated with Goldman Sachs own, in the aggregate, approximately 11.2% of our
issued and outstanding common stock. As a result, these stockholders, if they act together, could have significant
influence over the outcome of matters submitted to our stockholders for approval. Our stockholders agreement
contains agreements among the parties with respect to certain matters, including the election of directors, and
certain restrictions on our ability to effect specified corporate transactions. If these stockholders were to act
together, they could have significant influence over the management and affairs of our company. This
concentration of ownership may have the effect of delaying or preventing a change in control of our company
and might affect the market price of our common stock. In particular, the significant ownership interest of
investment funds and entities affiliated with Warburg Pincus and Goldman Sachs in our common stock could
adversely affect investors’ perceptions of our corporate governance practices.
Anti-takeover provisions in our restated certificate of incorporation, our amended and restated bylaws and our
stockholders agreement, as well as provisions of Delaware law, might discourage, delay or prevent a change in
control of our company or changes in our management and, therefore, depress the trading price of our
common stock.
Our restated certificate of incorporation, our amended and restated bylaws, our stockholders agreement and
Delaware law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in
control that stockholders may consider favorable, including transactions in which you might otherwise receive a
premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our
stockholders to replace or remove our management. Our corporate governance documents include provisions:
•
•
•
•
authorizing blank check preferred stock, which could be issued without stockholder approval and with
voting, liquidation, dividend and other rights superior to our common stock;
limiting the liability of, and providing indemnification to, our directors and officers;
limiting the ability of our stockholders to call and bring business before special meetings; provided that
for so long as investment funds and entities affiliated with Warburg Pincus or Goldman Sachs,
collectively, own a majority of our issued and outstanding capital stock, special meetings of our
stockholders may be called by the affirmative vote of the holders of a majority of our issued and
outstanding voting stock;
providing that any action required or permitted to be taken by our stockholders must be taken at a duly
called annual or special meeting of such stockholders and may not be taken by any consent in writing
by such stockholders; provided that for so long as investment funds and entities affiliated with either
Warburg Pincus or Goldman Sachs, collectively, own a majority of our issued and outstanding capital
stock, a meeting and vote of stockholders may be dispensed with, and the action may be taken without
45
•
•
•
•
•
•
•
•
•
prior notice and without such meeting and vote if a written consent is signed by the holders of issued
and outstanding stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at the meeting of stockholders;
requiring advance notice of stockholder proposals for business to be conducted at meetings of our
stockholders and for nominations of candidates for election to our board of directors; provided that no
advance notice shall be required for nominations of candidates for election to our board of directors
pursuant to our stockholders agreement;
controlling the procedures for the conduct and scheduling of board of directors and stockholder
meetings;
providing our board of directors with the express power to postpone previously scheduled annual
meetings and to cancel previously scheduled special meetings;
establishing a classified board of directors so that not all members of our board are elected at one time;
establishing Delaware as the exclusive jurisdiction for specified types of stockholder litigation
involving us or our directors;
providing that for so long as investment funds and entities affiliated with Warburg Pincus have the
right to designate at least three directors for election to our board of directors, certain actions required
or permitted to be taken by our stockholders, including amendments to our restated certificate of
incorporation or amended and restated bylaws and certain specified corporate transactions, may be
effected only with the affirmative vote of 75% of our board of directors, in addition to any other vote
required by applicable law;
providing that for so long as investment funds and entities affiliated with Warburg Pincus have the
right to designate at least one director for election to our board of directors and for so long as
investment funds and entities affiliated with Goldman Sachs have the right to designate one director for
election to our board of directors, in each case, a quorum of our board of directors will not exist
without at least one director designee of each of Warburg Pincus and Goldman Sachs present at such
meeting; provided that if a meeting of our board of directors fails to achieve a quorum due to the
absence of a director designee of Warburg Pincus or Goldman Sachs, as applicable, the presence of a
director designee of Warburg Pincus or Goldman Sachs, as applicable, will not be required in order for
a quorum to exist at the next meeting of our board of directors;
limiting the determination of the number of directors on our board of directors and the filling of
vacancies or newly created seats on the board to our board of directors then in office; provided that for
so long as investment funds and entities affiliated with either Warburg Pincus or Goldman Sachs have
the right to designate at least one director for election to our board of directors, any vacancies will be
filled in accordance with the designation provisions set forth in our stockholders agreement; and
providing that directors may be removed by stockholders only for cause by the affirmative vote of the
holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual
election of directors; provided that any director designated by investment funds and entities affiliated
with either Warburg Pincus or Goldman Sachs may be removed with or without cause only by
Warburg Pincus or Goldman Sachs, respectively, and for so long as investment funds and entities
affiliated with either Warburg Pincus or Goldman Sachs, collectively, hold at least a majority of our
issued and outstanding capital stock, our directors, other than a director designated by investment funds
and entities affiliated with either Warburg Pincus or Goldman Sachs, respectively, may be removed
with or without cause by the affirmative vote of the holders of a majority of our issued and outstanding
capital stock.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the
Delaware General Corporation Law, which prevents some stockholders holding more than 15% of our issued and
46
F
o
r
m
1
0
-
K
outstanding common stock from engaging in certain business combinations without approval of the holders of
substantially all of our issued and outstanding common stock. Since the investment funds and entities affiliated
with Warburg Pincus and Goldman Sachs became holders of more than 15% of our issued and outstanding
common stock in a transaction that was approved by our board of directors, the restrictions of Section 203 of the
Delaware General Corporation law would not apply to a business combination transaction with any investment
funds or entities affiliated with either Warburg Pincus or Goldman Sachs. In addition, our restated certificate of
incorporation expressly exempts investment funds and entities affiliated with either Warburg Pincus or Goldman
Sachs from the applicability of Section 203 of the Delaware General Corporation Law. Any provision of our
restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of
delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock and could also affect the price that some investors are willing to pay for our
common stock.
The existence of the foregoing provisions and anti-takeover measures could limit the price that investors
might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of
our company, thereby reducing the likelihood that you could receive a premium for your common stock in an
acquisition.
We have incurred and expect to continue to incur increased costs as a result of operating as a public company,
and our management is required to devote substantial time to compliance with our public company
responsibilities and corporate governance practices. We also need to ensure that we have adequate internal
financial and accounting controls and procedures in place so that we can produce accurate financial
statements on a timely basis. Failure to maintain proper and effective internal controls could impair our
ability to produce accurate and timely financial statements, which could harm our operating results, our
ability to operate our business, and our investors’ view of us.
As a public company, we have incurred and expect to continue to incur significant legal, accounting and
other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank
Wall Street Reform and Consumer Protection Act, the listing requirements of The NASDAQ Global Select
Market and other applicable securities rules and regulations impose various requirements on public companies.
Our management and other personnel need to devote a substantial amount of time to comply with these
requirements. Moreover, these rules and regulations have increased our legal and financial compliance costs and
have made some activities more time-consuming and costly. These rules and regulations have made it more
difficult and more expensive for us to obtain director and officer liability insurance, which could make it more
difficult for us to attract and retain qualified members of our board of directors.
One aspect of complying with these rules and regulations as a public company is that we are required to
ensure that we have adequate financial and accounting controls and procedures in place. Our internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with generally accepted accounting
principles. This is a costly and time-consuming effort that needs to be re-evaluated periodically.
Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we evaluate, test and
document our internal controls and, as a part of that evaluation, documentation and testing, identify areas for
further attention and improvement. In order to comply with Section 404, we will need to continue to dedicate
internal resources, and potentially recruit additional finance and accounting personnel or engage outside
consultants, to assess and document the adequacy of internal control over financial reporting, continue steps to
improve control processes as appropriate, validate through testing that controls are functioning as documented
and implement and maintain a continuous reporting and improvement process for internal control over financial
reporting. Implementing and maintaining any appropriate changes to our internal controls may distract our
officers and employees, entail substantial costs to modify our existing processes and take significant time to
complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls.
47
Thus, despite our efforts, there is a risk that in the future we will not be able to conclude that our internal control
over financial reporting is effective as required by Section 404. Any failure to maintain the adequacy of our
internal controls, consequent inability to produce accurate financial statements on a timely basis, or identification
and failure to remediate one or more material weaknesses could result in an adverse reaction in the financial
markets due to a loss of confidence in the reliability of our financial statements and make it more difficult for us
to market and sell our solutions to new and existing subscribers.
Certain of our stockholders have the right to engage or invest in the same or similar businesses as us.
Investment funds and entities affiliated with either Warburg Pincus or Goldman Sachs, together, hold a
controlling interest in our company. Warburg Pincus, Goldman Sachs and their respective affiliates have other
investments and business activities in addition to their ownership of our company. Warburg Pincus, Goldman
Sachs and their respective affiliates have the right, and have no duty to abstain from exercising the right, to
engage or invest in the same or similar businesses as us. To the fullest extent permitted by law, we have, on
behalf of ourselves, our subsidiaries and our and their respective stockholders, renounced any interest or
expectancy in, or in being offered an opportunity to participate in, any business opportunity that may be
presented to Warburg Pincus, Goldman Sachs or any of their respective affiliates, partners, principals, directors,
officers, members, managers, employees or other representatives, and no such person has any duty to
communicate or offer such business opportunity to us or any of our subsidiaries or shall be liable to us or any of
our subsidiaries or any of our or its stockholders for breach of any duty, as a director or officer or otherwise, by
reason of the fact that such person pursues or acquires such business opportunity, directs such business
opportunity to another person or fails to present such business opportunity, or information regarding such
business opportunity, to us or our subsidiaries, unless, in the case of any such person who is a director or officer
of ours, such business opportunity is expressly offered to such director or officer in writing solely in his or her
capacity as a director or officer of ours.
We may not pay any dividends on our common stock for the foreseeable future.
We do not currently anticipate that we will pay any cash dividends to holders of our common stock in the
foreseeable future. Instead, we expect to retain any earnings to maintain and expand our existing operations,
including through mergers and acquisitions, and to invest in the growth of our business. In addition, our ability to
pay cash dividends is currently limited by the terms of our credit agreement and the indenture governing the
Notes, and any future credit agreement may contain terms prohibiting or limiting the amount of dividends that
may be declared or paid on our common stock. Accordingly, investors must rely on sales of their common stock
after price appreciation, which may never occur, to realize any return on their investment.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
As of December 31, 2015, we provided our solutions through various offices and data centers, including:
•
•
•
approximately 77,000 square feet of leased office space located in Burlington, Massachusetts, which
serves as our corporate headquarters, under a lease that expires in March 2026;
approximately 278,000 square feet of additional leased office space in the United States located
primarily in Arizona, Texas, Utah and Washington;
approximately 158,000 square feet of leased office space outside of the United States located primarily
in Brazil, China, India, Israel and the United Kingdom;
48
F
o
r
m
1
0
-
K
•
•
approximately 57,000 square feet of office and data center space we own in Utah, and
leased and co-located data center space located primarily in Massachusetts and Texas, with
approximately 2,750 kilowatts of power under contract.
We believe that our facilities are adequate for our current needs and that suitable additional or substitute
space will be available as needed to accommodate planned expansion of our operations.
ITEM 3. Legal Proceedings
From time to time we are involved in legal proceedings or subject to claims arising in the ordinary course of
our business. We are not presently involved in any such legal proceeding or subject to any such claim that, in the
opinion of our management, would have a material adverse effect on our business, operating results or financial
condition. However, the results of such legal proceedings or claims cannot be predicted with certainty, and
regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion
of management resources and other factors. Neither the ultimate outcome of the matters listed below nor an
estimate of any probable losses or any reasonably possible losses can be assessed at this time.
Endurance
We received a subpoena dated December 10, 2015 from the Boston Regional Office of the SEC, requiring
the production of certain documents, including, among other things, documents related to our financial reporting,
including operating and non-GAAP metrics, refund, sales and marketing practices and transactions with related
parties. We are fully cooperating with the SEC’s investigation, which is still in its preliminary stages. We can
make no assurances as to the time or resources that will need to be devoted to this investigation or its final
outcome, or the impact, if any, of this investigation or any related legal or regulatory proceedings on our
business, financial condition, results of operations and cash flows.
On May 4, 2015, Christopher Machado, a purported holder of our common stock, filed a civil action in the
United States District Court for the District of Massachusetts against us and our chief executive officer and our
former chief financial officer, Machado v. Endurance International Group Holdings, Inc., et al., Civil Action
No. 1:15-cv-11775-GAO. The plaintiff filed an amended complaint on December 8, 2015, alleging claims for
violations of Section 10(b) and 20(a) of the Exchange Act, on behalf of a purported class of purchasers of our
securities between February 25, 2014 and November 2, 2015. Those claims challenged as false or misleading
certain of our disclosures about the number of customers paying over $500 per year for Endurance products and
services, the average number of products sold per subscriber, and our monthly recurring revenue rate. The
plaintiff seeks, on behalf of himself and the purported class, compensatory damages and his costs and expenses
of litigation. The plaintiff has recently been given leave to file a second amended complaint, which will
supersede the current complaint. That filing is due on March 18, 2016. We and the individual defendants intend
to deny any liability or wrongdoing and to vigorously defend all claims asserted. We cannot, however, make any
assurances as to the outcome of this proceeding.
Constant Contact
On December 10, 2015, Constant Contact received a subpoena from the Boston Regional Office of the SEC,
requiring the production of documents pertaining to Constant Contact’s sales, marketing, and customer retention
practices, and periodic public disclosure of financial and operating metrics. We are fully cooperating with the
SEC’s investigation. We can make no assurances as to the time or resources that will need to be devoted to this
investigation or its final outcome, or the impact, if any, of this investigation or any related legal or regulatory
proceedings on our business, financial condition, results of operations and cash flows.
On August 7, 2015, a purported class action lawsuit, William McGee v. Constant Contact, Inc., et al, was
filed in the United States District Court for the District of Massachusetts against Constant Contact and two of its
former officers. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and is premised
49
on allegedly false and/or misleading statements, and non-disclosure of material facts, regarding Constant
Contact’s business, operations, prospects and performance during the proposed class period of October 23, 2014
to July 23, 2015. This litigation is in its very early stages. We and the individual defendants intend to vigorously
defend all claims asserted. We cannot, however, make any assurances as to the outcome of this proceeding.
In September 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited, or
collectively, RPost, filed a complaint in the United States District Court for the Eastern District of Texas that
named Constant Contact as a defendant in a lawsuit. The complaint alleged that certain elements of Constant
Contact’s email marketing technology infringe five patents held by RPost. RPost seeks an award for damages in
an unspecified amount and injunctive relief. In February 2013, RPost amended its complaint to name five of
Constant Contact’s marketing partners as defendants. Under Constant Contact’s contractual agreements with
these marketing partners, it is obligated to indemnify them for claims related to patent infringement. Constant
Contact filed a motion to sever and stay the claims against its partners and multiple motions to dismiss the claims
against it. In January 2014, the case was stayed pending the resolution of certain state court and bankruptcy
actions involving RPost, to which Constant Contact is not a party. The stay was extended by agreement of the
parties in December 2014. This litigation is in its very early stages. We believe we have meritorious defenses to
any claim of infringement and intend to defend against the lawsuit vigorously.
Legal Proceedings Related to the Constant Contact acquisition
On December 11, 2015, a putative class action lawsuit relating to the Constant Contact acquisition,
captioned Irfan Chawdry, Individually and On Behalf of All Others Similarly Situated v. Gail Goodman, et al.
Case No. 11797, or the Chawdry Complaint, and on December 21, 2015, a putative class action lawsuit relating
to the acquisition captioned David V. Myers, Individually and On Behalf of All Others Similarly Situated v. Gail
Goodman, et al. Case No. 11828, or the Myers Complaint (together with the Chawdry Complaint, the
Complaints) filed in the Court of Chancery of the State of Delaware naming Constant Contact, each of Constant
Contact’s directors, Endurance and Paintbrush Acquisition Corporation as defendants. The Complaints generally
allege, among other things, that in connection with the acquisition the directors of Constant Contact breached
their fiduciary duties owed to the stockholders of Constant Contact by agreeing to sell Constant Contact for
purportedly inadequate consideration, engaging in a flawed sales process, omitting material information
necessary for stockholders to make an informed vote, and agreeing to a number of purportedly preclusive deal
protection devices. The Complaints seek, among other things, to rescind the acquisition, as well as award of
plaintiffs’ attorneys’ fees and costs in the action. The defendants have not yet answered or otherwise responded
to either of these Complaints. The defendants believe the claims asserted in the Complaints are without merit and
intend to defend against these lawsuits vigorously.
ITEM 4. Mine Safety Disclosures
Not applicable.
50
Part II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market for Our Common Stock and Related Stockholder Matters
Our common stock is listed on The NASDAQ Global Select Market under the symbol “EIGI”. The
following table shows the high and low sales price per share of our common stock as reported on the NASDAQ
Global Select Market for the periods indicated:
F
o
r
m
1
0
-
K
Year Ended December 31, 2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 31, 2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$16.33
$16.09
$17.00
$19.09
$20.45
$23.49
$22.37
$15.48
$10.98
$11.67
$12.17
$14.02
$15.92
$15.82
$12.11
$10.29
Stockholders
As of February 19, 2016 there were approximately 57 holders of record of our common stock. The actual
number of stockholders is greater than this number of record holders and includes stockholders who are
beneficial owners, but whose shares are held in street name by brokers and other nominees.
Dividend Policy
We currently intend to retain future earnings, if any, to finance the operation and expansion of our business
and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare
dividends will be subject to the discretion of our board of directors and applicable law and will depend on various
factors, including our results of operations, financial condition, prospects and any other factors deemed relevant
by our board of directors. Our credit agreement and the indenture governing the Notes limits our ability to pay
cash dividends on our common stock, and the terms of any future loan agreement into which we may enter or any
additional debt securities we may issue are likely to contain similar restrictions on the payment of dividends.
Securities Authorized for Issuance Under Equity Compensation Plan
The information concerning our equity compensation plan is incorporated by reference from the information
in our Proxy Statement for our 2016 Annual Meeting of Stockholders, which we will file with the SEC within
120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.
51
Stock Performance Graph
The following performance graph and related information shall not be deemed to be “soliciting material”
or “filed” for purposes of Section 18 of the Exchange Act nor shall such information be incorporated by
reference into any filing of Endurance International Group Holdings, Inc. under the Exchange Act or the
Securities Act, except to the extent that we specifically incorporate it by reference in such filing.
The graph set forth below compares the cumulative total return on our common stock to the cumulative total
return of the NASDAQ Composite Index and the RDG Internet Composite from October 25, 2013 (the first date
that shares of our common stock were publicly traded) through December 31, 2015. The comparison assumes
$100 was invested after the market closed on October 25, 2013 in our common stock, and each of the foregoing
indices, and it assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon historical data. We caution that the stock price
performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential
future performance of our common stock.
COMPARISON OF 26 MONTH CUMULATIVE TOTAL RETURN*
Among Endurance International Group Holdings, Inc., the NASDAQ Composite Index,
and the RDG Internet Composite Index
$200
$180
$160
$140
$120
$100
$80
10/13
12/13
3/14
6/14
9/14
12/14
3/15
6/15
9/15
12/15
Endurance International Group Holdings, Inc.
NASDAQ Composite
RDG Internet Composite
*$100 invested on 10/25/13 in stock or 9/30/13 in index, including reinvestment of dividends.
Fiscal year ending December 31.
Endurance International
Group Holdings, Inc.
NASDAQ Composite Index
RDG Internet Composite
10/25/13 12/31/13 3/31/14
6/30/14
9/30/14 12/31/14 3/31/15
6/30/15 9/30/2015 12/31/15
$100.00 $126.04 $115.64 $135.91 $144.62 $163.82 $169.42 $183.64 $118.76 $ 97.16
$100.00 $111.08 $112.01 $117.49 $119.85 $126.27 $130.54 $133.26 $123.28 $133.90
Index
$100.00 $118.06 $112.86 $116.34 $120.15 $115.51 $122.96 $127.23 $131.07 $158.34
52
ITEM 6. Selected Consolidated Financial Data
The consolidated statements of operations data for the years ended December 31, 2013, 2014 and 2015, and
the consolidated balance sheet data as of December 31, 2014 and 2015, are derived from our audited consolidated
financial statements appearing elsewhere in this Annual Report on Form 10-K. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Impact of Sponsor Acquisition” in Part II,
Item 7 of this Annual Report on Form 10-K. The consolidated statement of operations data for the period from
January 1, 2011 through December 21, 2011, the period from December 22, 2011 through December 31, 2011
and the year ended December 31, 2012, and the consolidated balance sheet data as of December 31, 2011, 2012
and 2013, are derived from our audited consolidated financial statements that are not included in this Annual
Report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected in any
future period. You should read the following selected consolidated financial data in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated
financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K.
F
o
r
m
1
0
-
K
Consolidated Statements of
Operations Data:
Revenue . . . . . . . . . . . . . . . . . . . . .
Cost of revenue(2) . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . .
Operating expense:
Sales and marketing . . . . . . . .
Engineering and
development . . . . . . . . . . . .
General and administrative . . .
Total operating expense(3) . . .
Income (loss) from operations . . . .
Total other expense, net . . . . . . . . .
Income (loss) before income taxes
and equity earnings of
unconsolidated entities . . . . . . . .
Income tax expense (benefit) . . . . .
Loss before equity earnings of
unconsolidated entities . . . . . . . .
Equity loss of unconsolidated
entities, net of tax . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to non-
controlling interest . . . . . . . . . . .
Net loss attributable to Endurance
International Group Holdings,
Inc.
. . . . . . . . . . . . . . . . . . . . . . .
Net loss per share attributable to
Endurance International Group
Holdings, Inc. basic and
diluted . . . . . . . . . . . . . . . . . . . . .
Weighted average shares used to
compute net loss per share
attributable to Endurance
International Group Holdings,
Inc. basic and diluted . . . . . . . . .
Predecessor(1)
Period from
January 1
through
December 21,
2011
Period from
December 22
through
December 31,
2011
Successor(1)
Year Ended
December 31,
2012
Year Ended
December 31,
2013
Year Ended
December 31,
2014
Year Ended
December 31,
2015
(in thousands, except share and per share data)
$187,340
133,399
53,941
$
2,967 $
3,901
(934)
292,156 $
237,179
54,977
520,296 $
350,103
170,193
629,845 $
381,488
248,357
741,315
425,035
316,280
54,932
5,538
16,938
77,408
(23,467)
(50,291)
1,482
83,110
117,689
146,797
145,419
101
3,755
5,338
(6,272)
(855)
13,803
48,411
145,324
(90,347)
(126,131)
23,205
92,347
233,241
(63,048)
(98,327)
19,549
69,533
235,879
12,478
(57,083)
26,707
90,968
263,094
53,186
(52,974)
(73,758)
126
(7,127)
(2,746)
(216,478)
(77,203)
(161,375)
(3,596)
(44,605)
6,186
212
11,342
(73,884)
(4,381)
(139,275)
(157,779)
(50,791)
(11,130)
—
—
23
$ (73,884)
$
(4,381) $ (139,298) $
2,067
(159,846) $
61
(50,852) $
14,640
(25,770)
—
—
—
(659)
(8,017)
—
$ (73,884)
$
(4,381) $ (139,298) $
(159,187) $
(42,835) $
(25,770)
$
(0.05) $
(1.44) $
(1.55) $
(0.34) $
(0.20)
96,370,14
96,562,674
102,698,773
127,512,346
131,340,557
53
(1) On December 22, 2011, investment funds and entities affiliated with Warburg Pincus and Goldman, Sachs & Co.
acquired a controlling interest in our company, which we refer to as the Sponsor Acquisition. Our company is referred to
as the “predecessor” for all periods prior to the Sponsor Acquisition and is referred to as the “successor” for all periods
after the Sponsor Acquisition.
Includes stock-based compensation expense of $26,000, $126,000, $0.5 million and $2.0 million, for the years ended
December 31, 2012, 2013, 2014 and 2015, respectively. We recorded no stock-based compensation expense to cost of
revenue in 2011. Also includes amortization expense of $50.4 million for the predecessor period of 2011, $1.7 million
for the successor period of 2011 and $88.1 million, $105.9 million, $102.7 million and $91.1 million for the years ended
December 2012, 2013,2014 and 2015, respectively.
Includes stock-based compensation expense of $1.0 million for the predecessor period of 2011 and, $2.3 million, $10.6
million, $15.5 million and $27.9 million for the years ended December 31, 2012, 2013,2014 and 2015, respectively.
(2)
(3)
2011
2012
2013
2014
2015
As of December 31,
(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . .
Working capital . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Current and long-term debt . . . . . . . . . . . . . .
Current and long-term capital lease
obligations . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable convertible preferred stock . . . .
Total stockholders’ equity . . . . . . . . . . . . . . .
$
16,953
12,216
(70,763)
1,166,213
350,000
$
23,245
34,604
(203,853)
1,538,136
1,130,000
$
66,815
49,715
(160,511)
1,580,938
1,047,375
$
32,379
56,837
(274,726)
1,746,043
1,086,875
$
33,030
75,762
(370,335)
1,803,490
1,093,375
—
149,604
652,540
—
—
70,155
—
—
155,262
8,095
—
174,496
13,081
—
179,674
54
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations together with
our consolidated financial statements and the related notes and other financial information included elsewhere
in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve significant
risks and uncertainties. As a result of many factors, such as those set forth in Part I, Item 1A. “Risk Factors” of
this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these
forward-looking statements.
F
o
r
m
1
0
-
K
Overview
We are a leading provider of cloud-based platform solutions designed to help small and medium-sized
businesses, or SMBs, succeed online. Leveraging our proprietary technology platform, we serve approximately
4.7 million subscribers globally with a comprehensive and integrated suite of over 150 products and services that
help SMBs get online, get found and grow their businesses. Historically, our products focused largely on web
hosting and other basic web presence solutions such as domains, but over time we have expanded to offer
security, site backup, SEO and SEM, Google Adwords, mobile solutions, social media enablement, website
analytics, email marketing and productivity and e-commerce tools, among others. More recently, we have
launched additional products and services, including website builders, mobile site builders, cloud hosting
solutions, premium domains and cloud storage solutions, both to satisfy existing subscriber needs and to expand
the product gateways through which new subscribers initially reach us.
Over our 18-year history, we have refined our platform and our analytics to collect insights into the needs
and aspirations of our subscribers. These insights allow us to engage our subscribers in timely and compelling
ways, driving significant business value for them. We believe that our platform delivers cloud-based solutions
quickly, cost-effectively, reliably and securely. These strengths and capabilities help us attract and retain
subscribers, who then demand additional products and services from us over time.
Our revenue has grown from $520.3 million for fiscal year 2013 to $629.8 million for fiscal year 2014 and
to $741.3 million for fiscal year 2015. This growth in our revenue was driven by acquisitions and by increasing
product offerings and subscribers. Our net loss attributable to Endurance International Group Holdings, Inc. was
$159.2 million for fiscal year 2013, which dropped to $42.8 million for fiscal year 2014, and dropped further to
$25.8 million for fiscal year 2015. The decreases in our net loss are primarily attributable to the growth in our
revenue, and to a lesser extent, one-time costs incurred for our initial public offering in fiscal year 2013.
Recent Developments
Constant Contact Acquisition
On October 30, 2015, we entered into a definitive agreement pursuant to which we agreed to acquire all of
the outstanding shares of common stock of Constant Contact for $32.00 per share in cash, for a total purchase
price of approximately $1.1 billion. Constant Contact is a leading provider of online marketing tools that are
designed for small organizations, including small businesses, associations and non-profits. The acquisition closed
on February 9, 2016.
Expected benefits of the acquisition include:
• Extension of Endurance’s product offerings. We will increase our product portfolio of solutions and
integrated products through the addition of Constant Contact’s suite of online marketing tools such as
email marketing, event management, social media integration and contact management systems. We
expect to offer Constant Contact’s email marketing products alongside our existing products, thereby
expanding our position as a leading provider of end-to-end web presence and marketing solutions for
SMBs.
55
• Extension of Endurance’s core capabilities. Constant Contact has historically focused heavily on
product development, and specifically on user experience, subscriber analytics and engagement
models. We expect that the combination of this expertise with our historic focus on marketing networks
and distribution platforms will enhance our standing as a leader in online SMB services as we expand
to a more comprehensive suite of products and services for SMBs.
• Continuation of a successful partnership. The acquisition will build on our existing partnership with
Constant Contact, through which we already offer the Constant Contact suite of products along with
other products and services we make available to our subscriber base. Based on the results of this
partnership to date, we believe that there is considerable demand within our subscriber base for
Constant Contact’s suite of products.
• Creation of significant operational and financial scale. We expect efficiencies to come from
leveraging our fixed costs, sharing talent in technology and product development, the reduction of
redundant costs and the combined use of our marketing channels. As we grow following the
acquisition, we expect these efficiencies to support longer-term growth and value creation for our
subscribers.
In connection with and concurrently with the acquisition, we entered into a $735 million incremental first
lien term loan facility and a $165 million revolving credit facility (which replaced our existing $125 million
revolving credit facility) and issued $350 million of 10.875% senior notes due 2024. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in
Part II, Item 7 of this Annual Report on Form 10-K for additional information on the financing transactions
associated with our acquisition of Constant Contact.
WZ UK Ltd. Acquisition
On January 6, 2016, we exercised an option to increase our stake in WZ UK Ltd., a provider of technology
and sales marketing services associated with web builder solutions, from 49% to 57.5%, in exchange for a
payment of approximately $2.1 million to the other shareholders of WZ UK Ltd. Subject to certain performance
milestones being met, we have an option to purchase, and the other shareholders of WZ UK Ltd. have an option
to sell to us within three years, the remaining shares of WZ UK Ltd. at a per-share price to be determined based
on a multiple of revenue. The net loss for WZ UK Ltd. for the year ended December 31, 2015 was $28.4 million,
of which our portion, recorded in our statement of operations, was $13.9 million. Our adjusted EBITDA for the
year ended December 31, 2015 does not include our proportionate share of WZ UK Ltd.’s net loss. As a result of
our increased ownership in WZ UK Ltd., we will consolidate WZ UK Ltd. in our future financial statements
starting in the first quarter of 2016 and our adjusted EBITDA will reflect the WZ UK Ltd. net income (loss).
Key Metrics
We did not report monthly recurring revenue, or MRR, retention rate figures in our Quarterly Report on
Form 10-Q for the three and nine months ended September 30, 2014 and 2015 because we had identified errors
in our business intelligence system that impacted MRR and two of our other previously reported performance
metrics, the number of products per subscriber, or PPS, and the number of subscribers paying us $500 or more
per year, or 500+ Subscribers. We undertook to recalculate revised numbers for these metrics using an upgraded
version of the business intelligence system that we believe has corrected these errors. These errors only affected
these three performance metrics and did not impact our GAAP financial results, our adjusted EBITDA, free cash
flow or unlevered free cash flow metrics, ARPS, or total subscriber figures.
In January 2016, we completed our review and recalculation of MRR for all past periods beginning with the
three and nine months ended September 30, 2013 and determined that our previously reported MRR figures for
those periods will remain at 99%. In addition, we determined that MRR for the three and nine months ended
September 30, 2014 and 2015 was 99%.
56
F
o
r
m
1
0
-
K
In February 2016, we completed our review and recalculation of PPS and 500+ Subscribers for all past
periods beginning with the fourth quarter of 2013. Previously reported and revised figures for PPS and 500+
Subscribers are shown in the charts below; however, for both metrics, the previously reported and revised figures
are not directly comparable due to multiple inconsistencies and errors in the calculations used to arrive at the
previously reported figures.
Products per Subscriber(1)
5.1
5.2
4.1
4.3
5.1
4.5
5.0
4.6
5.6
4.7
5.9
4.8
5.8
5.0
5.6
5.5
PPS - Previously Disclosed
PPS - Revised Figures
Q4’13
Q1’14
Q2’14
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
>$500 Spend/Year (in thousands)(1)
106
114
121
142
150
131
85
85
87
88
88
>$500 Spend/Year - Previously Disclosed
>$500 Spend/Year - Revised Figures
90
91
92
99
82
Q4’13
Q1’14
Q2’14
Q3’14
Q4’14
Q1’15
Q2’15
Q3’15
Q4’15
(1) Based on data for our HostGator, BlueHost, iPage, Fatcow, Homestead, A Small Orange and Domain.com
brands and the smaller brands that share a billing platform with those brands, which together accounted for
approximately 80% of our revenue for the twelve months ended December 31, 2015. Previously disclosed
and revised figures are not directly comparable due to inconsistencies which have been corrected in the
revised figures.
We define PPS as the number of products purchased across our platform divided by our subscribers at the
end of the period, whether those products are sold in bundles or individually, and 500+ Subscribers as the number
of subscribers paying us the annualized equivalent of $500 or more as of the measurement date. The PPS and
500+ Subscribers figures cover our HostGator, Bluehost, iPage, Fatcow, Homestead, A Small Orange and
Domain.com brands and the smaller brands that share a billing platform with those brands, which together
accounted for approximately 80% of our revenue for the year ended December 31, 2015. The revised PPS and
500+ Subscriber figures reflect corrections to adjust for the errors identified in our business intelligence system.
In addition, the revised figures only count subscribers who meet our definition of total subscribers for the
covered brands, and reflect a consistent methodology across these brands.
The significant increase in PPS in the fourth quarter of 2014 is attributable to an adjustment to the number
of our total subscribers to eliminate inactive customers that were first identified as inactive in that quarter. The
impact of that adjustment on our total subscriber count in that quarter was offset by our inclusion, beginning in
the fourth quarter of 2014, of customers of subscription-based products other than our hosted web presence
solutions, which at that time consisted mostly of subscribers to our JDI Backup cloud storage and backup
products. Because JDI Backup was not among the brands covered by the PPS calculation, the elimination of the
inactive customers impacted the revised PPS figures.
57
Due to the significant size of the Constant Contact acquisition and the difference in subscriber profile
between Endurance and Constant Contact, we will no longer report PPS or 500+ Subscribers going forward.
Non-GAAP Financial Measures and Key Metrics
In addition to our financial information presented in accordance with GAAP, we use certain “non-GAAP
financial measures” described below to evaluate the operating and financial performance of our business, identify
trends affecting our business, develop projections and make strategic business decisions. Generally, a non-GAAP
financial measure is a numerical measure of a company’s operating performance or financial position that
includes or excludes amounts that are included or excluded from the most directly comparable measure
calculated and presented in accordance with GAAP. We monitor the non-GAAP financial measures described
below, and we believe they are helpful to investors, because we believe they reflect the operating performance of
our business, excluding some recurring and non-recurring expenses that are included in the most directly
comparable measures calculated and presented in accordance with GAAP.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided
by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results
differently, particularly related to adjustments for integration and restructuring expenses. In addition, there are
limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP, may
be different from non-GAAP financial measures used by other companies and exclude expenses that may have a
material impact on our reported financial results. Furthermore, interest expense, which is excluded from some of
our non-GAAP measures, has been and will continue to be for the foreseeable future a significant recurring
expense in our business. The presentation of non-GAAP financial information is not meant to be considered in
isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP
financial measures included below, and not to rely on any single financial measure to evaluate our business.
Key Metrics
We use a number of metrics, including the following key metrics, to evaluate the operating and financial
performance of our business, identify trends affecting our business, develop projections and make strategic
business decisions:
•
•
total subscribers;
average revenue per subscriber;
• monthly recurring revenue retention rate; and
•
adjusted EBITDA.
Historically, we also presented adjusted net income, but starting in the second quarter of 2015, we no longer
present this measure.
The following table summarizes these non-GAAP financial measures and key metrics for the periods
presented (in thousands, except average revenue per subscriber and monthly recurring revenue retention rate):
Year Ended December 31,
2013
2014
2015
Financial and other metrics:
Total subscribers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average subscribers . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average revenue per subscriber . . . . . . . . . . . . . . . . . .
Monthly recurring revenue retention rate . . . . . . . . . .
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,502
3,363
13.09
$
4,087
3,753
14.48
$
4,669
4,358
14.29
$
99%
99%
99%
$207,931
$235,618
$267,452
58
F
o
r
m
1
0
-
K
Total Subscribers
We define total subscribers as those that, as of the end of a period, are identified as subscribing directly to
our products on a paid basis, excluding accounts that access our solutions via resellers or that purchase only
domain names from us.
Historically, in calculating total subscribers, we included the number of end-of-period subscribers we added
through business acquisitions as if those subscribers had subscribed with us since the beginning of the period
presented. Since the first quarter of 2014, we have included subscribers we added through business acquisitions
from the closing date of the relevant acquisition. Additionally, in the fourth quarter of 2014, we modified our
definition of total subscribers to better reflect our expanding product mix by including paid subscribers to all of
our subscription-based products (other than accounts that access our solutions via resellers or that purchase only
domain names from us, rather than limiting the definition to paid subscribers to our hosted web presence
solutions. Subscribers of more than one brand are counted as separate subscribers. Total subscribers for a period
reflects adjustments to add or subtract subscribers as we integrate acquisitions and/or are otherwise able to
identify subscribers that meet, or do not meet, the definition of total subscribers.
Our total subscriber base increased from 3.5 million as of December 31, 2013 to 4.1 million as of
December 31, 2014 and to 4.7 million as of December 31, 2015. The increase in our subscriber base during 2014
was driven primarily by word-of-mouth referrals, our referral and reseller network, on-boarding subscribers from
acquisitions and the inclusion, commencing with the fourth quarter of 2014, of subscribers to all of our
subscription-based products (other than accounts that access our solutions via resellers or that purchase only
domain names from us) rather than just subscribers to our hosted web presence solutions. Of the approximately
582,000 increase in our total subscriber base from December 31, 2014 to December 31, 2015, approximately
158,000, or 27% of the increase, consisted of pre-acquisition subscriber bases of companies we acquired during
2015, and approximately 90,000, or 15% of the increase, consisted of the adjustments described above. The
balance of the increase was due primarily to growth in our business and marketing efforts.
Average Revenue per Subscriber
ARPS is a non-GAAP financial measure that we calculate as the amount of revenue we recognize in a
period, including marketing development funds and other revenue not received from subscribers, divided by the
average of the number of total subscribers at the beginning of the period and at the end of the period, which we
refer to as average subscribers for the period. Historically, we adjusted the amount of revenue to include the
revenue generated from subscribers we added through business acquisitions as if those acquired subscribers had
been our subscribers since the beginning of the period presented. Since the first quarter of 2014, we have
included the revenue we add through business acquisitions from the date of the relevant acquisition. We believe
ARPS is an indicator of our ability to optimize our mix of products and services and pricing and sell products and
services to new and existing subscribers. As we on-board new subscribers, we typically on-board them at
introductory prices, which negatively impacts ARPS. Furthermore, ARPS can be impacted by our acquisitions
since the acquired subscribers may have higher or lower than average ARPS.
In calculating ARPS, we increase revenue for the “purchase accounting adjustment” for acquisitions, which
represents the reduction of post-acquisition revenues from the write-down of deferred revenue to fair value as of
the acquisition date. Post-acquisition, deferred revenues are recognized at the reduced amount, until such time
that the subscription is renewed. The impact generally normalizes within a year following the acquisition.
ARPS does not represent an exact measure of the average amount a subscriber spends with us each month,
since our calculation of ARPS is impacted by revenues generated by non-subscribers. We have three principal
sources of non-subscriber revenue: revenue attributable to customers who purchase only a domain name from us
and do not purchase any other products, or domain-only customers, domain monetization revenue, and marketing
development funds.
59
Domain monetization revenue consists principally of revenue from our BuyDomains brand, which provides
premium domain name products and services, and, to a lesser extent, revenue from advertisements placed on
unused domains (often referred to as “parked” pages) owned by us or our customers. Historically, the
contribution of domain monetization activities to our revenue and adjusted revenue has been insignificant, but
has been increasing beginning in 2014 primarily due to our acquisition of BuyDomains in September 2014. Our
domain monetization revenue (and adjusted revenue) was $3.0 million, $19.2 million and $39.6 million for the
years ended December 31, 2013, 2014 and 2015, respectively, and its exclusion from our ARPS calculation
would have resulted in ARPS being $0.07, $0.43 and $0.76 lower for those periods, respectively.
Marketing development funds are amounts that certain of our partners pay us to assist in and incentivize our
marketing of their products. Our marketing development fund revenue (and adjusted revenue) was $7.5 million,
$9.1 million and $13.0 million for the years ended December 31, 2013, 2014 and 2015, respectively, and its
exclusion from our ARPS calculation would have resulted in ARPS being $0.19, $0.20 and $0.25 lower for those
periods, respectively.
Although we are able to measure the total amount of our revenue from domains, we are not able to further
break down domain revenue into revenue from domain-only customers versus revenue from customers who
purchase domains from us in addition to other products. Total adjusted revenue from domains was $67.1 million,
$111.9 million and $127.4 million for the years ended December 31, 2013, 2014 and 2015, respectively.
The following tables reflect the reconciliation of adjusted revenue from domains to revenue from domains
in accordance with GAAP:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
Purchase accounting adjustment
$66,397
747
(in thousands)
$ 91,300
20,561
$125,190
2,198
Domain adjusted revenue . . . . . . . . . . . . . . . . . . . . . . . .
$67,144
$111,861
$127,388
Year Ended December 31,
2013
2014
2015
A portion of our revenue is generated from customers that resell our services. We refer to these customers as
“resellers.” We consider these resellers (rather than the end user customers of these resellers) to be subscribers
under our total subscribers definition, because we do not have a billing relationship with the end users and cannot
determine the number of end users acquiring our services through a reseller. Additionally, a majority of our
reseller revenues are for the purchase of domains and are included in the figures for adjusted revenue from
domains shown above. Total adjusted revenue from resellers, excluding the portion that relates to domains, for
the years ended December 31, 2013, 2014 and 2015 was $19.3, $23.9 and $25.5 million, respectively.
The following tables reflect the reconciliation of adjusted revenue from resellers to revenue from resellers in
accordance with GAAP:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Purchase accounting adjustment
$19,270
—
(in thousands)
$23,525
350
$25,441
17
Domain adjusted revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
$19,270
$23,875
$25,458
Year Ended December 31,
2013
2014
2015
For the years ended December 31, 2013 and 2014, ARPS increased from $13.09 to $14.48, respectively.
This increase in ARPS was driven primarily by increasing demand for our solutions and the acquisition of Directi
in 2014.
60
For the years ended December 31, 2014 and 2015, ARPS decreased from $14.48 to $14.29, respectively.
This decrease in ARPS was driven primarily by subscribers coming to our platform through new gateway
products, some of which are lower priced than our traditional web presence offerings, and by new subscribers
joining us at low introductory prices for their first year with us. This decrease was partially offset by increased
revenue from non-subscriber based revenue such as domain monetization and marketing development funds.
The following table reflects the reconciliation of ARPS to revenue calculated in accordance with GAAP.
Year Ended December 31,
2013
2014
2015
F
o
r
m
1
0
-
K
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting adjustment
. . . . . . . . . . . . . . . . .
Pre-acquisition revenue from acquired properties . . . .
(in thousands, except ARPS data)
$629,845
22,100
—
$741,315
5,724
—
$520,296
7,311
512
Adjusted revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$528,119
$651,945
$747,039
Total subscribers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average subscribers for the period . . . . . . . . . . . . . . .
ARPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,502
3,363
13.09
$
4,087
3,753
14.48
$
4,669
4,358
14.29
$
Monthly Recurring Revenue Retention Rate
We believe that our ability to retain revenue from our subscribers is an indicator of the long-term value of
our subscriber relationships and the stability of our revenue base. To assess our performance in this area, we
measure our MRR retention rate which reflects both subscriber churn and additional revenue from existing
subscribers due to renewals, upsells and price changes. We calculate MRR retention rate at the end of a period by
taking the retained recurring value of subscription revenue of all active subscribers of our major brands at the end
of the prior period and dividing it into the retained recurring value of subscription revenue for those same
subscribers at the end of the period presented. The brands included in this calculation are our HostGator,
Bluehost, iPage, Fatcow, Homestead, A Small Orange and Domain.com brands and the smaller brands that share
a billing platform with those brands, which together accounted for approximately 80% of our revenue for the
year ended December 31, 2015. A number of our recently acquired and international brands are not included in
MRR, including in particular our Directi brands and our JDI Backup cloud storage brands, because these brands
have not yet been integrated into our business intelligence system and we are not able to produce adequately
reliable MRR data for them. MRR for a period is presented as a rolling average of MRR for the most recent four
quarters. We believe MRR retention rate is an indicator of our ability to retain existing subscribers, upsell
products and services to them and maintain subscriber satisfaction. MRR can be impacted by factors such as
subscriber churn, new subscriber additions, increases in pricing and product uptake.
Our MRR retention rate was 99% for all periods presented.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss) plus (i) changes
in deferred revenue, depreciation, amortization, stock-based compensation expense, loss of unconsolidated
entities, net loss on sale of assets, expenses related to integration of acquisitions and restructurings, transaction
expenses and charges, including preparation for our IPO and any dividend-related payments accounted for as
compensation expense, certain legal advisory expenses, interest expense and income tax expense, less
(ii) earnings of unconsolidated entities, net gain on sale of assets and the impact of purchase accounting related to
reduced fair value of deferred domain registration costs. We view adjusted EBITDA as a performance measure.
Due to our history of acquisitions and financings, we have incurred and will continue to incur charges for
integration, restructuring and transaction expenses that primarily relate to the process of acquiring another
business and integrating that business into our support and/ or technical platforms. We believe that adjusting for
61
these items is useful to investors in evaluating the post-integration performance of our company. We manage our
business based on the cash collected from our subscribers and the cash required to acquire and service those
subscribers. We believe highlighting cash collected and cash spent in a given period provides insight to an
investor to gauge the overall performance of our business. Under GAAP, although subscription fees are paid in
advance, we recognize the associated revenue over the subscription term, which does not fully reflect short-term
trends in our operating results. In order to capture these trends and report our performance consistently with how
we manage our business, we include the change in deferred revenue for the period in our calculation of adjusted
EBITDA for that period.
The following table reflects the reconciliation of adjusted EBITDA to net loss calculated in accordance with
GAAP for the periods presented.
Year Ended December 31,
2013
2014
2015
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss of unconsolidated entities(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in deferred revenue(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of reduced fair value of deferred domain registration costs . . . . . . . . .
Transaction expenses and charges(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration and restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal advisory expenses(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net (excluding impact of amortization of deferred financing
costs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in thousands)
$(159,846) $ (50,852) $ (25,770)
29,925
(155)
9,200
91,057
82
34,241
(2,005)
9,582
16,262
1,349
34,010
11,342
16,043
(168)
61
102,723
83
67,654
(18,782)
4,787
19,927
—
30,956
6,186
10,763
309
2,067
105,915
2,768
51,047
—
45,036
45,594
—
18,615
(3,596)
89,259
57,000
58,332
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 207,931
$235,618
$267,452
(1) The loss of unconsolidated entities is reported on a net basis for the year ended December 31, 2015. The
year ended December 31, 2015 includes our proportionate share of net losses from unconsolidated entities
of $14.6 million, partially offset by the $5.4 million gain for the redemption of our equity interest in World
Wide Web Hosting (Site5).
(2) Changes in deferred revenue were higher in 2014, primarily due to the purchase accounting adjustment
(3)
related to the acquisition of Directi.
Includes loan prepayment penalty of $6.3 million for the year ended December 31, 2014, which is included
in interest expense in the consolidated statements of operations and comprehensive loss.
(4) Consists of legal and related advisory expenses associated with matters that are the subject of a class action
lawsuit filed against us in May 2015 and the SEC subpoena received by us in December 2015.
62
The following table provides a reconciliation of net interest expense included in the adjusted EBITDA table
above to the net interest expense in our consolidated statements of operations and comprehensive loss.
Interest expense, net (excluding impact of deferred financing costs)
Amortization of deferred financing costs
Transaction expense—loan prepayment penalty
Other income
Total other expense, net in consolidated statements of operations and
comprehensive loss
Year Ended December 31,
2013
2014
2015
$89,259
2,768
6,300
—
(in thousands)
$57,000
83
—
—
$58,332
82
—
(5,440)
$98,327
$57,083
$52,974
F
o
r
m
1
0
-
K
Net loss decreased from $159.8 million for the year ended December 31, 2013 to $50.8 million for the year
ended December 31, 2014 primarily as a result of our revenue growth, including revenue growth associated with
acquisitions. Additionally, we incurred lower costs for acquisition, integration and restructuring expenses, and
did not incur the IPO costs incurred in the 2013 period. Net loss decreased from $50.8 million for the year ended
December 31, 2014 to $25.8 million for the year ended December 31, 2015 primarily as a result of our revenue
growth, including revenue growth associated with acquisitions.
Adjusted EBITDA increased from $207.9 million for the year ended December 31, 2013 to $235.6 million
for the year ended December 31, 2014. These increases in adjusted EBITDA were primarily a result of our
revenue growth, including revenue growth associated with acquisitions, increases in the number of subscribers on
our platform and achieving greater scale benefits. During 2014 this growth was impacted by our increased
investments in marketing and by the additional costs we incurred related to being a public company.
Adjusted EBITDA increased from $235.6 million for the year ended December 31, 2014 to $267.5 million
for the year ended December 31, 2015. This increase in adjusted EBITDA was primarily a result of our revenue
growth, including revenue growth associated with acquisitions and a reduction in marketing expenses as we
reduced marketing spend for certain products, including cloud storage products, as our subscriber base became
more familiar with these products. The impact of these factors was partially offset by increased investment in our
data center and subscriber support infrastructure and increases in engineering and development expense and
general and administrative expense.
Components of Operating Results
Revenue
We generate revenue primarily from selling subscriptions for our cloud-based products and services. The
subscriptions we offer are similar across all of our brands and are provided under contracts pursuant to which we
have ongoing obligations to support the subscriber. These contracts are generally for service periods of up to 36
months and typically require payment in advance at the time of initiating the subscription for the entire
subscription period. Typically, we also have arrangements in place to auto renew a subscription at the end of the
subscription period. Due to factors such as introductory pricing, our renewal fees may be higher than our initial
subscription. We sell more subscriptions with 12 month terms than with any other term length. We also earn
revenue from the sale of domain name registrations, premium domains and non-term based products and
services, such as certain online security products and professional technical services as well as through referral
fees and commissions. We expect our revenue to increase in future periods as we expand our subscriber base,
including through acquisitions, and the roll out of new subscriber acquisition channels such as web builders and
mobile applications.
63
Cost of Revenue
Cost of revenue includes costs of operating our subscriber support organization, fees we pay to register
domain names for our subscribers, costs of operating our data center infrastructure, such as technical personnel
costs associated with monitoring and maintaining our network operations, fees we pay to third-party product and
service providers, and merchant fees we pay as part of our billing processes. We also allocate to cost of revenue
the depreciation and amortization related to these activities and the intangible assets we have acquired, as well as
a portion of our overhead costs attributable to our employees engaged in subscriber support activities. In
addition, cost of revenue includes stock-based compensation expense for employees engaged in support and
network operations. We expect cost of revenue to increase in absolute dollars in future periods as we expand our
subscriber base, increase our levels of subscriber support, expand our domain name business and add data center
capacity. Cost of revenue may increase or decrease as a percentage of revenue in a given period, depending on
our ability to manage our infrastructure costs, in particular with respect to data centers and support, the amount of
third-party product and services that we sell and as a result of our amortization expense related to acquisitions.
Gross Profit
Gross profit is the difference between revenue and cost of revenue. Gross profit has fluctuated from period
to period in large part as a result of revenue and cost of revenue adjustments from purchase accounting impacts
related to acquisitions, as well as revenue and cost of revenue impacts from growth in our business. With respect
to revenue, the application of purchase accounting requires us to record purchase accounting adjustments for
acquired deferred revenue, which reduces the revenue recorded from acquisitions for a period of time after the
acquisition. The impact generally normalizes within a year following the acquisition. With respect to cost of
revenue, the application of purchase accounting requires us to defer domain registration costs, which reduces cost
of revenue, and record long-lived assets at fair value, which increases cost of revenue through an increase in
amortization expense over the estimated useful life of the long-lived assets. In addition, our revenue and our cost
of revenue have increased in recent years as our subscriber base has expanded. For a new subscriber that we
bring on to our platform, we typically recognize revenue over the term of the subscription, even though we
collect the subscription fee at the initial billing. As a result, our gross profit may be affected by the prices we
charge for our subscriptions, as well as by the number of new subscribers and the terms of their subscriptions.
We expect our gross profit to increase in absolute dollars in future periods while our gross profit margin may
increase or decrease.
Operating Expense
We classify our operating expense into three categories: sales and marketing, engineering and development,
and general and administrative. Although our operating expenses will increase as a result of the Constant Contact
acquisition, we are planning approximately $55.0 million of annual run rate cost reductions for the combined
business, which we expect will be implemented by the end of 2016, with a majority of those cost reductions
impacting operating expenses. In connection with these cost reduction plans, we expect to incur approximately
$18.0 million to $22.0 million of restructuring charges, consisting of severance and facility exit related charges.
A significant majority of the restructuring charge will be incurred in fiscal year 2016.
Sales and Marketing
Sales and marketing expense primarily consists of costs associated with bounty payments to our network of
online partners, SEM and SEO, general awareness and brand building activities, as well as the cost of employees
engaged in sales and marketing activities. Sales and marketing expense also includes costs associated with sales
of products as well as stock-based compensation expense for employees engaged in sales and marketing
activities. Sales and marketing expense as a percentage of revenue may increase or decrease in a given period,
depending on the cost of attracting new subscribers to our solutions, changes in how we invest in different
subscriber acquisition channels, changes in how we approach search engine marketing and search engine
64
optimization and the extent of general awareness and brand building activities we may undertake, as well as the
efficiency of our sales and support personnel and our ability to sell more products and services to our subscribers
and drive favorable returns on invested marketing dollars.
Engineering and Development
Engineering and development expense includes the cost of employees engaged in enhancing our technology
platform and our systems, developing and expanding product and service offerings, and integrating technology
capabilities from our acquisitions. Engineering and development expense includes stock-based compensation
expense for employees engaged in engineering and development activities. Our engineering and development
expense does not include costs of leasing and operating our data center infrastructure, such as technical personnel
costs associated with monitoring and maintaining our network operations and fees we pay to third-party product
and service providers, which are included in cost of revenue.
F
o
r
m
1
0
-
K
General and Administrative
General and administrative expense includes the cost of employees engaged in corporate functions, such as
finance, human resources, legal affairs and general management. General and administrative expense also
includes all facility and related overhead costs not allocated to cost of revenue, as well as insurance premiums
and professional service fees. We incurred additional expenses in preparing for our IPO during 2013 and will
continue to incur expenses associated with being a publicly traded company and due to our expansion into
international territories, including increased legal, corporate insurance, tax and accounting expenses, and the
additional costs of maintaining compliance with Section 404 of the Sarbanes-Oxley Act and other regulations.
General and administrative expense includes stock-based compensation expense for employees engaged in
general and administrative activities.
Other Income (Expense)
Other income (expense) consists primarily of costs related to, and interest paid on, our indebtedness. We
include the cash cost of interest payments and loan financing fees, the amortization of deferred financing costs
and the amortization of the net present value adjustment which we may apply to some deferred consideration
payments related to our acquisitions in our calculation of interest expense. Interest income consists primarily of
interest income earned on our cash and cash equivalents balances. Our interest expense may increase in future
periods if we continue to finance acquisitions through the issuance of debt. We expect our interest expense to
increase in future periods as a result of the financing transactions we entered into in connection with our
acquisition of Constant Contact. Other income (expense) also includes gains or losses recognized on investments
in unconsolidated entities.
Income Tax Expense (Benefit)
We estimate our income taxes in accordance with the asset and liability method, under which deferred tax
assets and liabilities are recognized based on temporary differences between the assets and liabilities in our
consolidated financial statements and the financial statements that are prepared in accordance with tax
regulations for the purpose of filing our income tax returns, using statutory tax rates. This methodology requires
us to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more
likely than not that some or all of the deferred tax assets will not be realized.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of our
consolidated financial statements requires us to make estimates, judgments and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
65
consolidated financial statements and the reported amounts of revenue and expense during the reported periods.
We base our estimates, judgments and assumptions on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our
actual results may differ from the estimates, judgments and assumptions made by our management. To the extent
that there are differences between our estimates, judgments and assumptions and our actual results, our future
financial statement presentation, financial condition, results of operations and cash flows may be affected.
We believe that the following significant accounting policies, which are more fully described in the notes to
our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, involve a greater
degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in
fully understanding and evaluating our financial condition and results of operations. We believe that our critical
accounting policies and estimates are the assumptions and estimates associated with the following:
•
•
•
•
•
•
•
revenue recognition,
goodwill,
long-lived assets,
derivative instruments,
depreciation and amortization,
income taxes, and
stock-based compensation arrangements.
Revenue Recognition
We generate revenue primarily from selling subscriptions to our cloud-based products and services. The
subscriptions we offer are similar across all of our brands and are provided under contracts pursuant to which we
have ongoing obligations to support the subscriber. These contracts are generally for service periods of up to 36
months and typically require payment in advance. We recognize the associated revenue ratably over the service
period, whether the associated revenue is derived from a direct subscriber or through a reseller. Deferred revenue
represents the liability to subscribers for advance billings for services not yet provided and the fair value of the
assumed liability outstanding for subscriber relationships purchased in an acquisition.
We sell domain name registrations that provide a subscriber with the exclusive use of a domain name. These
domains are obtained either by one of our registrars on the subscriber’s behalf, or by us from third-party
registrars on the subscriber’s behalf. Domain registration fees are non-refundable.
Revenue from the sale of a domain name registration by one of our registrars is recognized ratably over the
subscriber’s service period as we have the obligation to provide support over the domain term. Revenue from the
sale of a domain name registration purchased by us from a third-party registrar is recognized when the subscriber
is billed on a gross basis as we have no remaining obligations once the sale to the subscriber occurs, and we have
full discretion on the sales price and bear all credit risk.
Revenue from the sale of premium domains is recognized when persuasive evidence of an arrangement to
sell such domains exists, delivery of an authorization key to access the domain name has occurred, the fee for the
sale of the premium domain is fixed or determinable, and collection of the fee for the sale of the premium
domain is deemed probable.
66
F
o
r
m
1
0
-
K
We also earn revenue from the sale of non-term based products and services, such as online security
products and professional technical services, referral fees and commissions. We recognize such revenue when the
product is purchased, the service is provided or the referral fee or commission is earned.
A substantial amount of our revenue is generated from transactions that are multiple-element service
arrangements that may include hosting plans, domain name registrations, and other cloud-based products and
services.
We follow the provisions of the Financial Accounting Standards Board, or FASB, Accounting Standards
Update No. 2009-13, or ASU 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force and allocate revenue to each deliverable in
a multiple- element service arrangement based on its respective relative selling price.
Under ASU 2009-13, to treat deliverables in a multiple-element service arrangement as separate units of
accounting, the deliverables must have standalone value upon delivery. If the deliverables have standalone value
upon delivery, we account for each deliverable separately. Hosting services, domain name registrations,
cloud-based products and services have standalone value and are often sold separately.
When multiple deliverables included in a multiple-element service arrangement are separated into different
units of accounting, the total transaction amount is allocated to the identified separate units based on a relative
selling price hierarchy. We determine the relative selling price for a deliverable based on vendor specific
objective evidence, or VSOE, of fair value, if available, or best estimate of selling price, or BESP, if VSOE is not
available. We have determined that third-party evidence of selling price, or TPE, is not a practical alternative due
to differences in our multi-brand offerings compared to competitors and the availability of relevant third-party
pricing information. We have not established VSOE for our offerings due to lack of pricing consistency, the
introduction of new products, services and other factors. Accordingly, we generally allocate revenue to the
deliverables in the arrangement based on the BESP. We determine BESP by considering our relative selling
prices, competitive prices in the marketplace and management judgment; these selling prices, however, may vary
depending upon the particular facts and circumstances related to each deliverable. We analyze the selling prices
used in our allocation of transaction amount, at a minimum, on a quarterly basis. Selling prices will be analyzed
on a more frequent basis if a significant change in our business necessitates a more timely analysis.
We maintain a reserve for refunds and chargebacks related to revenue that has been recognized and is
expected to be refunded. We had a refund and chargeback reserve of $0.6 million and $0.5 million as of
December 31, 2014 and 2015, respectively. The portion of deferred revenue that is expected to be refunded at
December 31, 2014 and 2015 was $2.2 million and $1.8 million, respectively. Based on refund history,
approximately 80% of all refunds happen in the same fiscal month that the customer contract starts or renews,
and approximately 92% of all refunds happen within 45 days of the contract start or renewal date.
Goodwill
Goodwill relates to amounts that arose in connection with our various acquisitions and represents the
difference between the purchase price and the fair value of the identifiable intangible and tangible net assets
when accounted for using the purchase method of accounting. Goodwill is not amortized, but is subject to
periodic review for impairment. Events that would indicate impairment and trigger an interim impairment
assessment include, but are not limited to, current economic and market conditions, a decline in the equity value
of the business, a significant adverse change in certain agreements that would materially affect reported operating
results, business climate or operational performance of the business and an adverse action or assessment by a
regulator.
In accordance with Accounting Standards Update No. 2011-08, or ASU 2011-08, Intangibles—Goodwill
and Other (Topic 350) Testing Goodwill for Impairment, we are required to review goodwill by reporting unit for
67
impairment at least annually or more often if there are indicators of impairment present. Under U.S. GAAP, a
reporting unit is either the equivalent of, or one level below, an operating segment. We have determined that we
operate in one segment and our entire business represents one reporting unit. Changes in operations may cause us
to evaluate our conclusion on operating segments and reporting units. Historically, we have performed our annual
impairment analysis during the fourth quarter of each year. The provisions of ASU 2011-08 require us to perform
a two-step impairment test for goodwill. In the first step, we compare the fair value of each reporting unit to
which goodwill has been allocated to its carrying value. If the fair value of the reporting unit exceeds the carrying
value of the net assets assigned to that reporting unit, goodwill is considered not impaired and we are not
required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds
the fair value of the reporting unit, then we must perform the second step of the impairment test to determine the
implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its
implied fair value, then we record an impairment loss equal to the difference. We have assessed fair value based
on current market capitalization. As of December 31, 2014 and 2015, the fair value of our reporting unit
exceeded the carrying value of the reporting unit’s net assets and, therefore, no impairment existed as of these
dates.
As of December 31, 2015, we had goodwill of $1,207.3 million. We did not recognize any impairments of
goodwill in the years ended December 31, 2013, 2014 or 2015.
Long-Lived Assets
Our long-lived assets consist primarily of intangible assets, including acquired subscriber relationships,
trade names, intellectual property, developed technology, domain names available for sale and in-process
research and development, or IPR&D. We also have long-lived tangible assets, primarily consisting of property
and equipment. The majority of our intangible assets have been recorded in connection with our acquisitions,
including the Sponsor Acquisition described below. We record intangible assets at fair value at the time of their
acquisition. We amortize intangible assets over their estimated useful lives.
Our determination of the estimated useful lives of the individual categories of intangible assets is based on
the nature of the applicable intangible asset and the expected future cash flow to be derived from the intangible
asset. We amortize intangible assets with finite lives in accordance with their estimated projected cash flows.
We evaluate long-lived intangible and tangible assets whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If indicators of impairment are present and
undiscounted future cash flow is less than the carrying amount, then we determine the fair value of the assets and
compare it to the carrying value. If the fair value is less than the carrying value, then we reduce the carrying
value to the estimated fair value and record an impairment loss in the period it is identified. We did not recognize
any impairments of long-lived intangible and tangible assets in the years ended December 31, 2013, 2014 or
2015.
Indefinite life intangibles include domain names that are available for sale which are recorded at cost to
acquire. These assets are not being amortized and are being tested for impairment annually and whenever events
or changes in circumstance indicate that their carrying value may not be recoverable. When a domain name is
sold, we record the cost of the domain in cost of revenue.
Acquired IPR&D, represents the fair value assigned to research and development that we acquire that has
not been completed at the date of acquisition. The acquired IPR&D is capitalized as an intangible asset and
reviewed on a quarterly basis to determine future use. Any impairment loss of the acquired IPR&D is charged to
expense in the period the impairment is identified. Upon commercialization, the acquired fair value of the
IPR&D will be amortized over its useful life. No such impairment losses have been identified during the years
ended December 31, 2013, 2014 or 2015.
68
F
o
r
m
1
0
-
K
Derivative Instruments
Accounting Standards Codification 815, or ASC 815, Derivatives and Hedging, provides the disclosure
requirements for derivatives and hedging activities with the intent to provide users of financial statements with an
enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts
for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are
required that explain our objectives and strategies for using derivatives, as well as quantitative disclosures about
the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative instruments.
As required by ASC 815, we record all derivatives on the balance sheet at fair value. The accounting for
changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to
designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship
has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge
of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular
risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge
of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are
considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a
net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain
or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged
asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged
forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to
economically hedge certain of its risk, even though hedge accounting does not apply or we elect not to apply
hedge accounting.
In accordance with the FASB’s fair value measurement guidance in Accounting Standards Update
No. 2011-04, or ASU 2011-04, Fair Value Measurement (Topic 820), we made an accounting policy election to
measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a
net basis by counterparty portfolio.
Depreciation and Amortization
We purchase or build the servers we place in our data centers, which we occupy pursuant to various lease or
co-location arrangements. We also purchase the computer equipment that is used by our support and sales teams
and employees in our offices. We capitalize the build-out of our facilities as leasehold improvements. Cost of
revenue includes depreciation on data center equipment and support infrastructure. We also include depreciation
in general and administrative expense, which includes depreciation on office equipment and leasehold
improvements.
Amortization expense consists of expense related to the amortization of intangible long-lived assets. In
connection with our acquisitions, we allocate fair value to acquired long-lived intangible assets, which include
subscriber relationships, trade names and developed technology. We use estimates and valuation techniques to
determine the estimated useful lives of our intangible assets and amortize them to cost of revenue.
Income Taxes
We provide for income taxes in accordance with Accounting Standards Codification 740, or ASC 740,
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry-forwards. We measure deferred tax assets and
69
liabilities using enacted tax rates that we expect to apply to taxable income in the years in which we expect those
temporary differences to be recovered or settled. We recognize the effect of changes in tax rates on deferred tax
assets and liabilities in the period that includes the enactment date.
ASC 740 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold that a
tax position is required to meet before being recognized in the financial statements. We recognize the effect of
income tax positions only if those positions are more likely than not to be sustained. We measure recognized
income tax positions at the largest amount that is more likely than not to be realized. We reflect changes in
recognition or measurement in the period in which the change in judgment occurs. There were no unrecognized
tax benefits in the years ended December 31, 2013, 2014 or 2015.
We record interest related to unrecognized tax benefits in interest expense and penalties in operating
expense. We did not recognize any interest or penalties related to unrecognized tax benefits during the years
ended December 31, 2013, 2014 or 2015.
In 2013 and 2014, a significant amount of our GAAP foreign losses were generated by our subsidiaries
organized in the United Kingdom and the United Arab Emirates, or the U.A.E. In 2013 and 2014, the foreign rate
differential predominantly relates to these jurisdictions. Our foreign rate differential in 2014 has a negative
impact on our expected benefit since the majority of the foreign losses are generated in jurisdictions where the
statutory tax rate is lower than the U.S. statutory rate – specifically the United Kingdom, which has a statutory
tax rate of 20% and represents $22.5 million of our foreign losses, and the U.A.E., which has a statutory tax rate
of 0% and represents $6.2 million of our foreign losses.
In 2015, a significant amount of our GAAP foreign losses were generated by our subsidiaries in the U.A.E.
and Israel. The foreign rate differential in 2015 predominantly related to these jurisdictions. Our foreign rate
differential in 2015 had a negative impact on our expected tax expense since the majority of the foreign losses
are generated in jurisdictions where the statutory tax rate is lower than the U.S. statutory rate – specifically the
U.A.E., which has a statutory tax rate of 0% and represents $2.4 million of our foreign losses, and Israel, which
has a statutory tax rate of 26.5% and represents $2.5 million of our foreign losses.
We describe our accounting treatment of taxes more fully in Note 14 of the notes to the consolidated
financial statements in this Annual Report on Form 10-K.
Stock-Based Compensation Arrangements
Accounting Standards Codification 718, or ASC 718, Compensation—Stock Compensation, requires
employee stock-based payments to be accounted for under the fair value method. Under this method, we are
required to record compensation cost based on the estimated fair value for stock-based awards granted over the
requisite service periods for the individual awards, which generally equals the vesting periods. We use the
straight-line amortization method for recognizing stock-based compensation expense.
We estimate the fair value of employee stock options on the date of grant using the Black-Scholes
option-pricing model, which requires the use of highly subjective estimates and assumptions. For restricted stock
awards granted by us we estimate the fair value of each restricted stock award based on the closing trading price
of our common stock as reported on the NASDAQ Global Select Market on the date of grant. There was no
public market for our common stock prior to October 25, 2013, the date our common stock began trading on the
NASDAQ Global Select Market, and as a result, the trading history of our common stock was limited through
December 31, 2015. Therefore, we determined the volatility for options granted by us based on an analysis of
reported data for a peer group of companies that issued options with substantially similar terms. The expected
volatility of options granted by us has been determined using an average of the historical volatility measures of
this peer group of companies. The expected life assumption is based on the “simplified method” for estimating
expected term as we do not have sufficient historical option exercises to support a reasonable estimate of the
expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the
70
expected life of the stock options. We use an expected dividend rate of zero as we currently have no history or
expectation of paying dividends on our common stock. In addition, we have estimated expected forfeitures of
options. If our actual forfeiture rate varies from our estimate, additional adjustments to compensation expense
may be required in future periods.
Given the absence of an active trading market for our common stock prior to the completion of our IPO, the
fair value of the equity interests underlying our stock-based awards was determined by management. In doing so,
valuation analyses were prepared in accordance with the guidelines outlined in the American Institute of
Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation, and were used by our management to assist in determining the fair value of the equity interests
underlying our stock-based awards. Each equity interest was granted with a “threshold amount” meaning that the
recipient of an equity security only participated to the extent that the entity appreciated in value from and after
the date of grant of the equity interest (with the value of the entity as of the grant date being the “threshold
amount”). The assumptions used in the valuation models were based on future expectations combined with
management’s judgment. In the absence of a public trading market, our management exercised significant
judgment and considered numerous objective and subjective factors to determine the fair value of the stock-based
awards as of the date of each award. These factors included:
F
o
r
m
1
0
-
K
•
•
•
•
•
•
•
•
•
•
•
•
contemporaneous or retrospective valuations for our company and our securities;
the rights, preferences, and privileges of the stock-based awards relative to each other as well as to the
existing shareholders;
lack of marketability of our equity securities;
historical operating and financial performance;
our stage of development;
current business conditions and projections;
hiring of key personnel and the experience of our management team;
risks inherent to the development of our products and services and delivery of our solutions;
trends and developments in our industry;
the threshold amount for the stock-based awards and the values at which the stock-based awards would
vest;
the market performance of comparable publicly traded companies;
likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of
our company given prevailing market conditions; and
• U.S. and global economic and capital market conditions.
Impact of Sponsor Acquisition
On December 22, 2011, investment funds and entities affiliated with Warburg Pincus and Goldman,
Sachs & Co. acquired a controlling interest in our company, which we refer to as the Sponsor Acquisition. As a
result, our consolidated financial statements present our operating results and cash flows separately for periods
prior to and after the Sponsor Acquisition. Our company is referred to as the “predecessor” for all periods prior to
the Sponsor Acquisition and is referred to as the “successor” for all periods after the Sponsor Acquisition. The
tables below summarize our operating results for all periods presented in our consolidated financial statements.
The application of purchase accounting required us to record all acquired assets and liabilities, including
deferred revenue, deferred costs and long-lived assets, at fair value, which in some cases was different than their
book values. The total impact of the purchase accounting treatment on our loss from operations resulting from
71
the Sponsor Acquisition for the years ended December 31, 2013, 2014 and 2015 was $26.7 million, $25.9 million
and $35.4 million, respectively. These impacts consisted of the following components:
•
•
Impact on Revenue. We assessed the fair value of acquired deferred revenue to be $57.5 million,
representing a decrease of $73.2 million from its $130.7 million book value. The effect of recording
deferred revenue to fair value was to reduce revenue in successor periods. The impact to revenue for
the years ended December 31, 2013 and 2014 was $5.8 million and $0.5 million, respectively. The
impact to revenue for the year ended December 31, 2015 and future periods is de minimis.
Impact on Cost of Revenue. In conjunction with recording deferred revenue at fair value, we recorded
related deferred domain registration costs at fair value, resulting in a $13.6 million decrease in deferred
costs in successor periods. The impact on cost of revenue from deferring domain registration costs for
the years ended December 31, 2013, 2014 and 2015 was $1.0 million, $0.2 million and $0.1 million,
respectively. In our assessment of fair value of acquired long-lived assets, we recorded the fair value of
our developed technology at $167.0 million, representing an increase of $160.1 million from a book
value of $6.9 million. This increase is being amortized on a straight-line basis over ten years. In
addition, we recorded the fair value of our subscriber relationships and trade names at $221.4 million,
representing an increase of $104.2 million from a book value of $117.2 million. This increase is being
amortized over ten to 15 years. The effect of recording long-lived assets at fair value was an increase in
amortization expense to be recognized in successor periods. The impact on cost of revenue from
amortizing the changes to acquired long lived assets for the years ended December 31, 2013, 2014 and
2015 was $21.8 million, $25.7 million and $35.6 million, respectively.
The following table sets forth the impact of the application of purchase accounting from the Sponsor
Acquisition as described above:
Year Ended December 31,
2013
2014
2015
(in thousands)
Revenue that would have been recognized from December 21, 2011 book
value of deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenue recognized based on fair value of acquired deferred revenue . . . . . . . .
$(16,000) $ (2,917) $ —
—
10,160
2,461
Total impact to revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (5,840) $
(456) $ —
Impact of reduced fair value of deferred domain registration costs . . . . . .
Amortization impact:
Amortization that would have been recognized from December 21,
(978)
(241)
(144)
2011 book value of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . .
Amortization on fair value of acquired long-lived assets recorded . . .
(32,705)
54,541
(20,899)
46,634
Total amortization impact
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total impact to cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,836
20,858
25,735
25,494
(4,764)
40,354
35,590
35,446
Total impact to loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(26,698) $(25,950) $(35,446)
72
F
o
r
m
1
0
-
K
Results of Operations
The following tables set forth our results of operations for the periods presented. The period-to-period
comparison of financial results is not necessarily indicative of future results.
Year Ended December 31,
2013
2014
2015
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 520,296
350,103
(in thousands)
$629,845
381,488
$741,315
425,035
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170,193
248,357
316,280
Operating expense:
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117,689
23,205
92,347
146,797
19,549
69,533
145,419
26,707
90,968
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
233,241
235,879
263,094
Income (loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(63,048)
12,478
53,186
Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(98,327)
(57,083)
(52,974)
Income (loss) before income taxes and equity earnings of unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(161,375)
(3,596)
(44,605)
6,186
212
11,342
Loss before equity earnings of unconsolidated entities . . . . . . . . . . . . . . . . . .
(157,779)
(50,791)
(11,130)
Equity loss of unconsolidated entities, net of tax . . . . . . . . . . . . . . . . . . . . . . .
2,067
61
14,640
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(159,846) $ (50,852) $ (25,770)
Net loss attributable to non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . .
(659)
(8,017)
—
Net loss attributable to Endurance International Group Holdings, Inc.
. . . . . .
$(159,187) $ (42,835) $ (25,770)
Comparison of the Years Ended December 31, 2014 and 2015
Revenue
Year Ended December 31,
Change
2014
2015
Amount
%
(dollars in thousands)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$629,845
$741,315
$111,470
18%
Revenue increased by $111.5 million, or 18%, from $629.8 million for the year ended December 31, 2014
to $741.3 million for the year ended December 31, 2015. Of this increase, $49.4 million is attributable to
revenues, including growth and synergies, from the acquisitions of businesses that were not part of our business
for all or most of the year ended December 31, 2014. The remaining balance of the increase, or $62.1 million, is
attributable primarily to the growth of our business, and to a lesser extent, other factors, including principally the
$14.8 million impact of the purchase accounting adjustment for the Directi acquisition.
Our revenues are generated primarily from our products and services delivered on a subscription basis,
which include web hosting, domains, website builders, search engine marketing and other similar services. We
also generate non-subscription revenues through domain monetization and marketing development funds. Non-
subscription revenues increased from $28.3 million, or 4% of total revenue for the year ended December 31,
2014 to $52.6 million, or 7% of revenue for the year ended December 31, 2015. The increase non-subscription
revenues is primarily due to the acquisitions of Directi and BuyDomains.
73
Cost of Revenue
Year Ended December 31,
2014
2015
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount %
(dollars in thousands)
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$381,488
61% $425,035
57% $43,547
11%
Cost of revenue increased by $43.5 million, or 11%, from $381.5 million for the year ended December 31,
2014 to $425.0 million for the year ended December 31, 2015. Of this increase, domain registration costs
increased by $32.5 million, partially due to the purchase accounting impact of Directi for the year ended
December 31, 2014 and inclusion of domain registration costs related to businesses that we acquired that were
not part of our business for most of the year ended December 31, 2014. In addition, support expenses increased
by $10.8 million due to acquisitions subsequent to December 31, 2014 and investment in new and existing
brands, data center expenses increased by $6.1 million due to acquisitions, subscriber growth and price increases
under certain of our data center contracts, depreciation expense increased by $2.0 million, stock-based
compensation expense increased by $1.4 million and merchant fees increased by $2.4 million. These increases
were partially offset by an $11.7 million decrease in amortization expense.
Our cost of revenue contains a significant portion of non-cash expenses, in particular amortization expense
for the intangible assets we have acquired through our acquisitions and the Sponsor Acquisition. The following
table sets forth the significant non-cash components of cost of revenue.
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . .
$102,723
29,007
547
$91,057
31,170
1,975
Year Ended December 31,
2014
2015
(in thousands)
Gross Profit
Year Ended December 31,
2014
2015
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount %
(dollars in thousands)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$248,357
39% $316,280
43% $67,923
27%
Gross profit increased by $67.9 million, or 27%, from $248.4 million for the year ended December 31, 2014
to $316.3 million for the year ended December 31, 2015. Approximately $56.2 million of the increase was
primarily attributable to increases in our subscriber base, including acquired subscribers. Additionally, $11.7
million was attributable to a net decrease in amortization expense. Our gross profit as a percentage of revenue
increased by four percentage points from 39% for the year ended December 31, 2014 to 43% for the year ended
December 31, 2015. This increase was primarily attributable to lower amortization of intangible assets, which
decreased to 12% of revenue for the year ended December 31, 2015 as compared to 16% for the year ended
December 31, 2014.
74
The following table sets forth gross profit and the significant non-cash components of cost of revenue as a
percentage of revenue:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit % of revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expense % of revenue . . . . . . . . . . . . . . . . .
Depreciation expense % of revenue . . . . . . . . . . . . . . . . .
Stock-based compensation expense % of revenue . . . . . .
Year Ended December 31,
2014
2015
(dollars in thousands)
$629,845
248,357
$741,315
316,280
39%
16%
5%
*
43%
12%
4%
*
F
o
r
m
1
0
-
K
* Less than 1%.
Operating Expense
Year Ended December 31,
2014
2015
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount %
(dollars in thousands)
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . .
$146,797
19,549
69,533
23% $145,419
26,707
3%
90,968
11%
20% $ (1,378)
7,158
4%
21,435
12%
(1)%
37%
31%
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$235,879
37% $263,094
35% $27,215
12%
Sales and Marketing. Sales and marketing expense decreased by $1.4 million, or 1%, from $146.8 million
for the year ended December 31, 2014 to $145.4 million for the year ended December 31, 2015. The decrease in
sales and marketing expense was primarily attributable to lower introductory product marketing spend for certain
products, including cloud storage products, as our subscriber base became more familiar with these products. We
expect to increase marketing expense in the near term by investing in new marketing programs.
Engineering and Development. Engineering and development expense increased by $7.2 million, or 37%,
from $19.5 million for the year ended December 31, 2014 to $26.7 million for the year ended December 31,
2015. Of this increase, $5.2 million was due to an increase in payroll and benefits to support the growth in our
business, $1.1 million was due to an increase in stock-based compensation expense, $1.2 million was due to
consulting costs incurred in connection with our restructuring activities and $0.5 million was due to an increase
in depreciation expense, partially offset by a $0.8 million reduction in integration and restructuring costs.
General and Administrative. General and administrative expense increased by $21.4 million, or 31%, from
$69.5 million for the year ended December 31, 2014 to $90.9 million for the year ended December 31, 2015. The
year-over-year increase consisted of a $3.9 million increase in personnel and facilities related costs to support the
growth of our business, a $9.7 million increase in stock-based compensation, of which $5.9 million is related to
the grant of a performance-based restricted stock award to our chief executive officer. In addition, the increase in
general and administrative expense includes $1.3 million of additional legal advisory expense, a $5.5 million
increase in transaction expenses primarily due to the acquisition of Constant Contact, $0.7 million of follow-on
offering expenses incurred on behalf of the selling stockholders during the March 2015 follow-on offering and a
$0.3 million increase in depreciation expense.
75
Other Income (Expense), Net
Year Ended
December 31,
Change
2014
2015
Amount %
(dollars in thousands)
Other expense, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(57,083)
$(52,974)
$4,109
7%
Other expense, net decreased by $4.1 million, or 7%, from $57.1 million for the year ended December 31,
2014 to $53.0 million for the year ended December 31, 2015. This decrease is primarily due to a $5.4 million
gain as a result of the redemption of our equity interest in World Wide Web Hosting and a $0.1 million decrease
in interest expense related to capital lease obligations. The decrease was partially offset by a $0.5 million
increase in interest expense related to amounts drawn down on our revolving credit facility during the year ended
December 31, 2015 as compared with the year ended December 31, 2014 and $1.1 million of accretion of present
value for the deferred consideration related to the Webzai, BuyDomains and Ace acquisitions.
Income Tax Expense (Benefit)
Year Ended
December 31,
Change
2014
2015
Amount
%
(dollars in thousands)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,186
$11,342
$5,156
83%
Income tax expense increased by $5.2 million, or 83%, from $6.2 million for the year ended December 31,
2014 to $11.3 million for the year ended December 31, 2015. The increase consisted of a net increase in our
deferred tax expense of $3.5 million and a net increase in our current federal, state and foreign income tax
expense of $1.7 million. The net increase in our deferred tax expense from December 31, 2014 to December 31,
2015 was primarily attributable to a $9.9 million increase in federal, state and foreign deferred tax expense,
partially offset by a $6.4 million decrease in provisions for the valuation allowance. In the year ended
December 31, 2015, we had nondeductible expenses primarily related to stock-based compensation, transaction
costs, other foreign permanent differences and a nontaxable gain on the redemption of our equity interest in
World Wide Web Hosting.
Comparison of the Years Ended December 31, 2013 and 2014
Revenue
Year Ended December 31,
Change
2013
2014
Amount
%
(dollars in thousands)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$520,296
$629,845
$109,549
21%
Revenue increased by $109.5 million, or 21%, from $520.3 million for the year ended December 31, 2013
to $629.8 million for the year ended December 31, 2014. Of this increase, $31.3 million was related to revenues
from our acquisition of Directi and $78.2 million was primarily due to an increase in subscribers including
acquired subscribers on our platform as we expanded lead-in products such as back-up and storage and focused
our marketing on attracting new subscribers, and selling more of our products such as our web presence bundle,
domains, site back-up, security and SEO/SEM solutions. In addition, increases in prices paid by our subscribers
at renewals or after expiration of promotional periods contributed to the increase in revenues. Consistent with our
plans, as we completed the integration of the 2012 acquisitions of HostGator and Homestead onto our integrated
technology platform, we were able to increase our marketing spend to drive additional subscriber signups and
also enhance the promotion of our products and services through improved business insight and analytics offered
through the integrated technology platform.
76
F
o
r
m
1
0
-
K
Cost of Revenue
Year Ended December 31,
2013
2014
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount %
(dollars in thousands)
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$350,103
67% $381,488
61% $31,385
9%
Cost of revenue increased by $31.4 million, or 9%, from $350.1 million for the year ended December 31,
2013 to $381.5 million for the year ended December 31, 2014. Of this increase of $31.4 million, $28.5 million
was attributable to the acquisition of Directi, including an amortization charge of $6.0 million and a depreciation
charge of $0.7 million. In addition, depreciation expense increased by $11.1 million to $28.3 million excluding
the depreciation charge attributable to Directi while domain registration costs increased by $5.7 million and costs
attributable to third-party products and services increased by $6.3 million. Stock-based compensation expense
increased by approximately $0.4 million from $0.1 million for the year ended December 31, 2013 to $0.5 million
for the year ended December 31, 2014. In addition, we recorded $1.8 million of facilities costs associated with
closing our office in Englewood, Colorado and a $0.5 million severance charge. These increases were partially
offset by a decrease in data center expenses of $7.7 million and support expenses of $6.0 million, in each case
resulting from the migration of HostGator and Homestead subscribers onto our platform, as well as a $9.2
million decrease in amortization expense from $105.9 million to $96.7 million, excluding the amortization
charge of $6.0 million attributable to Directi.
Our cost of revenue contains a significant portion of non-cash expenses, in particular amortization expense
for the intangible assets we have acquired through our acquisitions and the Sponsor Acquisition. The following
table sets forth the significant non-cash components of cost of revenue.
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . .
$105,915
17,216
126
$102,723
29,007
547
Year Ended December 31,
2013
2014
(in thousands)
Gross Profit
Year Ended December 31,
2013
2014
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount %
(dollars in thousands)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$170,193
33% $248,357
39% $78,164
46%
Gross profit increased by $78.2 million, or 46%, from $170.2 million for the year ended December 31, 2013
to $248.4 million for the year ended December 31, 2014. Our gross profit as a percentage of revenue increased
by six percentage points from 33% for the year ended December 31, 2013 to 39% for the year ended
December 31, 2014. Approximately $77.3 million of the increase, was attributable to increases in our subscriber
base, including acquired subscribers, our sale of additional products and services, increases in prices paid by our
subscribers at renewals or after expiration of promotional periods and our acquisition of Directi in January 2014.
Additionally, $3.2 million was attributable to a net decrease in amortization expense. The increase in our gross
profit was partially offset by $1.8 million of facilities costs associated with closing our office in Englewood,
Colorado and $0.5 million of severance charges incurred during the year ended December 31, 2014.
77
The following table sets forth gross profit and the significant non-cash components of cost of revenue as a
percentage of revenue:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit % of revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expense % of revenue . . . . . . . . . . . . . . . . .
Depreciation expense % of revenue . . . . . . . . . . . . . . . . .
Stock-based compensation expense % of revenue . . . . . .
Year Ended December 31,
2013
2014
(dollars in thousands)
$520,296
170,193
$629,845
248,357
33%
20%
3%
*
39%
16%
5%
*
* Less than 1%.
Operating Expense
Year Ended December 31,
2013
2014
Change
Amount
% of
Revenue
Amount
% of
Revenue
Amount
%
(dollars in thousands)
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development
. . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . .
$117,689
23,205
92,347
23% $146,797
19,549
4%
69,533
18%
23% $ 29,108
(3,656)
3%
(22,814)
11%
25%
(16)%
(25)%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$233,241
45% $235,879
37% $ 2,638
1%
Sales and Marketing. Sales and marketing expense increased by $29.1 million, or 25%, from $117.7
million for the year ended December 31, 2013 to $146.8 million for the year ended December 31, 2014. In
addition to investing in marketing expense for the acquisition of new subscribers, we have increased our
investment in product marketing. The increase in sales and marketing spend is primarily attributable to an
increase of $26.8 million in product marketing spend, $1.2 million in stock-based compensation expense, and
$0.5 million in depreciation expense. In addition, net payroll and commission expense increased by $0.3 million
for the year ended December 31, 2014 as we changed our commission structure, and we also incurred $0.3
million of severance charges as a result of our implementation of plans to consolidated sales and marketing
operations.
Engineering and Development. Engineering and development expense decreased by $3.7 million, or 16%,
from $23.2 million for the year ended December 31, 2013 to $19.5 million for the year ended December 31,
2014. Of this decrease, $5.8 million was due to a reduction in integration and restructuring costs as we completed
our integration of 2012 acquisitions at the end of 2013, and $3.2 million was due to capitalizing certain software
development costs in connection with our investment in improvements to our infrastructure and technology
platform. This was partially offset by $2.5 million of additional expense related to our expansion of our
international footprint, a $1.2 million increase in payroll and benefits and a $0.6 million increase in stock-based
compensation expense from $0.3 million for the year ended December 31, 2013 to $0.9 million for the year
ended December 31, 2014. In addition, we recorded $1.0 million of severance charges for the year ended
December 31, 2014 as a result of our implementation of plans to consolidate our engineering and development
operations.
General and Administrative. General and administrative expense decreased by $22.8 million, or 25%, from
$92.3 million for the year ended December 31, 2013 to $69.5 million for the year ended December 31, 2014. The
year over year decrease consisted of a $9.1 million decrease in transaction expenses and a decrease of $23.6
78
million related to bonus payments made in 2013 in connection with our IPO, partially offset by an increase in
stock-based compensation of $3.1 million from $9.9 million for the year ended December 31, 2013 to $13.0
million for the year ended December 31, 2014, an increase of $6.0 million to support the growth of our business
and an increase of $0.8 million in severance and related facilities costs associated with the closure of our
Redwood City, California offices.
Net Interest Expense
F
o
r
m
1
0
-
K
Year Ended
December 31,
Change
2013
2014
Amount
%
(dollars in thousands)
Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(98,327)
$(57,083)
$41,244
42%
Net interest expense decreased by $41.2 million, or 42%, from $98.3 million for the year ended
December 31, 2013 to $57.1 million for the year ended December 31, 2014. Of this decrease, $33.6 million is
due to lower interest expense resulting from our debt refinancing activities in November 2013, which lowered
our aggregate notes payable and our effective interest rate. We also incurred $6.3 million of debt prepayment
fees in 2013 that we did not have in 2014. The decrease is also due to a $1.7 million reduction in the accretion of
present value for the deferred consideration and deferred bonus payments related to the HostGator acquisition,
paid in January 2014, which was offset by accretion of $0.2 million for the present value for the deferred
consideration in 2014 related to the Webzai and BuyDomains acquisitions, and a $0.3 million reduction in other
interest expense. These decreases were partially offset by $0.5 million related to capitalized lease obligations
which were entered into during the year ended December 31, 2014.
Income Tax Expense (Benefit)
Year Ended
December 31,
Change
2013
2014
Amount
%
(dollars in thousands)
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(3,596)
$6,186
$9,782
272%
The expense for income taxes for the year ended December 31, 2014 decreased by $9.8 million, or 272%,
from a $3.6 million benefit for the year ended December 31, 2013 to a $6.2 million expense for the year ended
December 31, 2014. The decrease consisted of a net increase in our state and foreign income tax expense of $1.4
million and a net increase in our deferred tax expense of $8.4 million. The decrease in our deferred tax benefit
from December 31, 2013 to December 31, 2014 was primarily attributable to the different book and tax treatment
for goodwill and intangible assets recorded due to acquisitions. We expect to continue to incur deferred tax
expenses in the near term. In the year ended December 31, 2014, we had nondeductible expenses primarily
related to stock-based compensation, transaction costs and other foreign permanent differences.
Liquidity and Capital Resources
Sources of Liquidity
We have funded our operations since inception primarily with cash flow generated by operations,
borrowings under our credit facilities and public offerings of our securities. Between the end of 2011 and our
IPO, we raised additional debt through a series of refinancings. Historically, we have used debt primarily to
finance our acquisition related activities. During 2014 and 2015, we used borrowings under our revolving credit
facility to help meet our funding requirements for our acquisitions and minority investments. We expect to
continue to use our revolving credit facility for similar investing and financing activities. In October 2013, we
closed our IPO and received net proceeds of $232.1 million, after deducting underwriting discounts and
79
commissions and offering expenses payable by us. On November 25, 2013, we increased our revolving credit
facility to $125.0 million and entered into a new first lien term loan facility of $1,050.0 million. The proceeds of
the new first lien term loan facility, together with a portion of the net proceeds from our IPO, were used to
refinance our existing first and second lien term loan facilities, which reduced our overall indebtedness by $148.8
million to $1,050.0 million. In November 2014, we raised funds from the sale of 3,000,000 shares of our
common stock in our follow on offering, and received net proceeds of $41.1 million, after deducting
underwriting discounts and commissions and offering related expenses payable by us. We used a portion of the
net proceeds to reduce the outstanding balance of our revolving credit facility and $15.2 million to fund our
investment in a 40% ownership interest in AppMachine.
During 2015, we paid 5.00% interest on our first lien term loan, which is based on adjusted LIBOR plus 400
basis points, subject to a LIBOR floor of 1.00%, and between 7.75% and 8.50% interest on our revolving credit
facility borrowings. As of December 31, 2015, the LIBOR-based interest rates on our first lien term loan facility
and revolving credit facility were 5.00% and 7.75%. During 2015, we were required to make quarterly principal
repayments of $2.6 million under our first lien term loan facility.
As of December 31, 2015, we had cash and cash equivalents totaling $33.0 million and negative working
capital of $370.3 million, which included the $10.5 million current portion of the first lien term loan facility, and
$67.0 million drawn under our $125.0 million revolving credit facility. In addition, we had approximately
$1,015.9 million of long term indebtedness outstanding under our first lien term loan facility, which matures on
November 9, 2019. We also had $365.6 million of short-term and long-term deferred revenue, which is not
expected to be payable in cash.
Constant Contact Acquisition
In connection with our acquisition of Constant Contact on February 9, 2016, we entered into a $735 million
incremental first lien term loan facility and a new $165 million revolving credit facility, and our wholly owned
subsidiary EIG Investors issued $350 million aggregate principal amount of 10.875% senior notes due 2024. We
refer to the incremental first lien term loan facility and new revolving credit facility, together with our previously
existing first lien term loan facility, as the “Senior Credit Facilities,” and to the 10.875% senior notes due 2024 as
the “Notes”.
Incremental First Lien Term Loan Facility
On February 9, 2016, we entered into an incremental first lien term loan amendment to our existing credit
agreement. Pursuant to this amendment, we obtained a seven-year $735 million incremental first lien term loan
facility, which is in addition to our existing first lien term loan facility. The full amount of this incremental first
lien term loan facility was drawn immediately following the effectiveness of the amendment.
This incremental first lien term loan facility will mature in seven years, was issued at a price of 97% of par
(subject to the payment of an additional upfront fee of 1.0% on February 28, 2016 under certain circumstances),
bears interest at a rate of LIBOR plus 5.0% per annum, subject to a LIBOR floor of 1.0% per annum, and has
scheduled amortization of 0.50% per quarter.
As a result of the “most-favored nation” pricing provision in our existing credit agreement, the interest rate
on our existing first lien term loan facility has increased to LIBOR plus 5.23% per annum (and will further step
up to LIBOR plus 5.48% per annum on February 28, 2016 under certain circumstances), subject to a LIBOR
floor of 1.0% per annum. In addition, we are obligated to use commercially reasonable efforts to make voluntary
prepayments on our existing first lien term loan facility to effectively double the amount of each scheduled
amortization payment under that facility (which is 0.25% per quarter of the principal outstanding as of
November 25, 2013).
80
Revolving Credit Facility
Also on February 9, 2016, we entered into a revolving facility amendment to our existing credit agreement.
Pursuant to this amendment, we obtained a five-year $165 million revolving credit facility, which replaced our
existing $125 million revolving credit facility. Loans under the facility will bear interest at a rate of LIBOR plus
4.0% per annum (subject to a leverage-based step-down), without a LIBOR floor. This revolving credit facility
has a “springing” maturity date of August 10, 2019 unless the existing first lien term loan facility has been repaid
in full or otherwise extended to at least 91 days after the maturity of the revolving credit facility.
Loans under the Senior Credit Facilities are also subject to a base rate option, with interest rate spreads of
1.0% per annum less than those applicable to LIBOR-based loans.
The Senior Credit Facilities have been fully and unconditionally guaranteed, on a senior unsecured basis, by
us and certain of our subsidiaries (including Constant Contact and its subsidiaries).
F
o
r
m
1
0
-
K
10.875% Senior Notes due 2024
On February 9, 2016, EIG Investors issued $350 million aggregate principal amount of Notes. The Notes
will mature in February 2024, were issued at a price of 98.065% of par and will bear interest at the rate of
10.875% per annum. The Notes have been fully and unconditionally guaranteed, on a senior unsecured basis, by
us and our subsidiaries that guarantee the Senior Credit Facilities (including Constant Contact and its
subsidiaries).
In connection with the issuance of the Notes, we agreed to assist the initial purchasers of the Notes in
marketing the Notes. In addition, we entered into a registration rights agreement with the initial purchasers of the
Notes, which provides the holders of the Notes certain rights relating to registration of the Notes under the
Securities Act.
Pursuant to the registration rights agreement, we will, among other obligations, use commercially
reasonable efforts to file an exchange offer registration statement with respect to a registered offer, or the
Exchange Offer, to exchange the Notes for substantially identical notes and consummate the Exchange Offer
within 365 days after the issuance of the Notes. We will also, use commercially reasonable efforts to cause to
become effective a shelf registration statement to cover resales of the Notes by the beneficial owners thereof who
satisfy certain conditions relating to the provision of information in connection with the shelf registration
statement. A registration default will occur if, among other things, (1) we fail to consummate the Exchange Offer
or have the shelf registration statement become effective on or before the date that is 365 days after the issue date
or (2) the shelf registration statement becomes effective but thereafter ceases to be effective or usable in
connection with the resale of Notes (subject to certain exceptions) during the periods specified in the registration
rights agreement. If a registration default occurs with respect to the Notes, the annual interest rate of the Notes
will be increased by 0.25% per annum and will increase again by 0.25% per annum 90 days thereafter until all
registration defaults have been cured, up to a maximum amount of additional interest of 0.50% per annum. We
will also use commercially reasonable efforts to cause to become effective a registration statement providing for
the registration of certain secondary transactions in the Notes by Goldman, Sachs & Co. and its affiliates.
Debt Covenants
Senior Credit Facilities
The Senior Credit Facilities require that we comply with a financial covenant to maintain a maximum ratio
of net first lien debt to EBITDA (as defined in our existing credit agreement).
The Senior Credit Facilities contain covenants that limit our ability to, among other things, incur additional
debt or issue certain preferred shares; pay dividends on or make other distributions in respect of capital stock;
81
make other restricted payments; make certain investments; sell or transfer certain assets; create liens on certain
assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
enter into certain transactions with affiliates. Additionally, the Senior Credit Facilities require us to comply with
certain negative covenants and specify certain events of default that could result in amounts becoming payable,
in whole or in part, prior to their maturity dates. We were in compliance with all covenants at December 31,
2015.
With the exception of certain equity interests and other excluded assets under the terms of the Senior Credit
Facilities, substantially all of our assets are pledged as collateral for the obligations under the Senior Credit Facilities.
Notes
The indenture with respect to the Notes contains covenants that limit our ability to, among other things,
incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of
capital stock; make other restricted payments; make certain investments; sell or transfer certain assets; create
liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of
our assets; and enter into certain transactions with affiliates. Upon a change of control as defined in the
Indenture, we or EIG Investors must offer to repurchase the Notes at 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, up to, but not including, the repurchase date. These covenants
are subject to a number of important limitations and exceptions.
The indenture also provides for events of default, which, if any of them occurs, may permit or, in certain
circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately.
Cash and Cash Equivalents
As of December 31, 2015, our cash and cash equivalents were primarily held for working capital purposes
and for required principal and interest payments under our indebtedness. A majority of our cash and cash
equivalents was held in operating accounts. Our cash and cash equivalents increased by $0.6 million from $32.4
million at December 31, 2014 to $33.0 million at December 31, 2015. We used cash on hand at December 31,
2014, along with cash flows from operations and a net draw against our revolving credit facility of $17.0 million
to fund our acquisition and minority investment activity described under financing and investing activities below.
Our future capital requirements will depend on many factors including, but not limited to acquisitions, our
growth rate, expansion of sales and marketing activities, the introduction of new and enhanced products and
services, market acceptance of our solutions and our gross profits and operating expenses. We believe that our
current cash and cash equivalents and operating cash flows will be sufficient to meet our anticipated working
capital and capital expenditure requirements, as well as our required principal and interest payments under our
indebtedness, for at least the next 12 months.
The following table shows our purchases of property and equipment, principal payments on capital lease
obligations, depreciation, amortization and cash flows from operating activities, investing activities and financing
activities for the stated periods:
Years ended December 31,
2013
2014
2015
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . .
Principal payments on capital lease obligations . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows provided by operating activities . . . . . . . . . . . . . . .
Cash flows used in investing activities . . . . . . . . . . . . . . . . . . .
Cash flows provided by (used in) financing activities . . . . . . .
$ (33,523)
—
18,615
110,273
32,616
(73,087)
84,288
(in thousands)
$ (23,904)
(3,608)
30,956
102,989
142,893
(151,315)
(25,936)
$ (31,243)
(4,822)
34,010
92,403
177,228
(133,801)
(41,632)
82
Capital Expenditures
Our capital expenditures on the purchase of property and equipment for the years ended December 31, 2014
and 2015 were $23.9 million and $31.2 million, respectively. The higher property and equipment expenditures in
the year ended December 31, 2015 consisted primarily of an investment in data center infrastructure. In addition,
our capital expenditures during the years ended December 31, 2014 and 2015 includes $3.6 million and $4.8
million, respectively, of principal payments under capital leases for software. The remaining balance payable on
the capital leases is $13.1 million as of December 31, 2015. For the next twelve months, we expect our capital
expenditures to be generally consistent with the combined level of capital expenditures of Endurance and
Constant Contact during 2015.
F
o
r
m
1
0
-
K
Depreciation
Our depreciation expense for the years ended December 31, 2014 and 2015 increased from $31.0 million to
$34.0 million, respectively. This increase was primarily due to expansion in our business by on-boarding
acquisitions as well as investments in data center infrastructure and leasehold improvements. The leasehold
improvements were associated with operating leases as we expanded and revamped our presence in
Massachusetts.
Amortization
Our amortization expense, which includes amortization of other intangible assets, amortization of deferred
financing costs and amortization of net present value of deferred consideration, decreased by $10.6 million from
$103.0 million for the year ended December 31, 2014 to $92.4 million for the year ended December 31, 2015. Of
this decrease in amortization expense, $16.1 million was primarily due to lower amortization expense related to
acquisitions that occurred prior to December 31, 2014, partially offset by $4.4 million of amortization expense
related to intangible assets of businesses that have been acquired since January 1, 2015. In addition, partially
offsetting the decrease was a $1.1 million increase attributable to higher amortization expense of net present
value of deferred consideration as a result of our Webzai, BuyDomains and Ace acquisitions in August
2014, September 2014 and September 2015, respectively.
Operating Activities
Cash provided by operating activities consists primarily of net loss adjusted for certain non-cash items
including depreciation, amortization, stock-based compensation expense and changes in deferred taxes, and the
effect of changes in working capital, in particular in deferred revenue. As we add subscribers to our platform, we
typically collect subscription fees at the time of initial billing and recognize revenue over the terms of the
subscriptions. Accordingly, we generate operating cash flows as we collect cash from our subscribers in advance
of delivering the related products and services, and we maintain a significant deferred revenue balance. As we
add subscribers and sell additional products and services, our deferred revenue balance increases. Our operating
cash flows are net of transaction expenses and charges, including IPO expenses during fiscal year 2013.
Net cash provided by operating activities was $177.2 million for the year ended December 31, 2015
compared with $142.9 million for the year ended December 31, 2014. Net cash provided by operating activities
for the year ended December 31, 2015 consisted of net loss of $25.8 million, non-cash charges of $173.7 million
and a net change of $29.3 million in our operating assets and liabilities. The net change in our operating assets
and liabilities included an increase in deferred revenue of $34.2 million, which was $33.5 million less than in the
same period in 2014 and also included an increase in prepaid domain name registry fees of $8.1 million.
Net cash provided by operating activities was $142.9 million for the year ended December 31, 2014
compared with $32.6 million for the year ended December 31, 2013. The increase in the year ended
December 31, 2014 consisted of a net loss of $50.9 million, offset by non-cash charges of $153.9 million, a cash
83
dividend of $0.2 million from a minority investment and a net change of $39.7 million in our operating assets
and liabilities. The net change in our operating assets and liabilities included an increase in deferred revenue of
$67.7 million, which was $16.7 million greater than in the same period in 2013 and also included an increase in
prepaid domain name registry fees of $30.5 million which was $24.7 million greater than in the same period in
2013. In addition, we reduced our interest payments by $43.4 million.
Net cash provided by operating activities was $32.6 million in the year ended December 31, 2013 which
consisted of a net loss of $159.8 million, offset by non-cash charges of $147.6 million, and a net change of $44.8
million in our operating assets and liabilities. The net change in our operating assets and liabilities included an
increase in deferred revenue of $51.0 million.
Investing Activities
Cash flows used in investing activities consist primarily of purchase of property and equipment, acquisition
consideration payments, and changes in restricted cash balances.
During the year ended December 31, 2015 we used $97.8 million of cash, net of cash acquired, for the
purchase consideration of our acquisitions of Verio, World Wide Web Hosting, Ace and Ecommerce. In addition,
we used $8.5 million to make an additional investment in our joint venture with WZ UK Ltd. We also used $31.1
million of cash to purchase property and equipment, net of proceeds from disposals of $0.1 million, and
purchased intangible assets of $0.1 million. These were partially offset by a net return of $0.1 million of
restricted cash held by a payment processor and $0.2 million of proceeds from sale of assets. In addition, during
the year ended December 31, 2015 we received a $3.5 million repayment on a note receivable related to our
equity ownership in World Wide Web Hosting.
During the year ended December 31, 2014 we used $93.7 million in cash, net of cash acquired, for the
purchase consideration for our acquisitions of the web presence business of Directi, Webzai, the BuyDomains
assets, the assets of Arvixe, LLC and our purchase of a domain name business. In addition, we used $15.0
million to acquire a minority interest in Automattic, Inc., $15.2 million to acquire a 40% minority interest in
AppMachine, and $3.9 million to invest in a joint venture with WZ UK Ltd. and acquire a 49% interest in that
company. We also used $23.9 million of cash to purchase property and equipment and $0.2 million to purchase
certain intangible assets and received proceeds from disposals of $0.2 million. These were partially offset by a
net return of $0.4 million of restricted cash held by a payment processor.
The majority of the cash used during the year ended December 31, 2013 was to purchase $33.5 million of
property and equipment, in particular for the migration of HostGator subscribers to our platform and $31.0
million to obtain a controlling interest in JDI Backup, Ltd. We also used $2.4 million, net of cash acquired, for
initial consideration for an acquisition in Brazil, $5.0 million for a payment to Directi Web Technologies
Holdings in August 2013, upon our agreement to acquire the Directi web presence business, $0.8 million to
purchase intangible assets and a $0.2 million for a net deposit of restricted cash held by a payment processor.
Financing Activities
Cash flow from financing activities consists primarily of the net change in our overall indebtedness,
payment of associated financing costs, payment of deferred consideration for our acquisitions and the issuance or
repurchase of equity.
During the year ended December 31, 2015, cash flows used in financing activities was $41.6 million, which
included a payment of $30.5 million under our agreement to increase our investment in JDI Backup Ltd. from
67% to 100%. We also paid $15.0 million of deferred consideration during the year ended December 31, 2015,
$10.5 million of principal payments under our first lien term loan facility and $4.8 million of principal payments
related to capital lease obligations. These items were partially offset by $2.2 million of proceeds we received
from the exercise of stock options. During the year ended December 31, 2015, we borrowed in aggregate $147.0
million against our revolving credit facility and repaid in aggregate $130.0 million.
84
F
o
r
m
1
0
-
K
During the year ended December 31, 2014, cash flows used in financing activities was $25.9 million, which
includes $98.3 million of deferred consideration paid during the period, the majority of which was for our
Directi, HostGator and domain name business acquisitions, offset by net borrowings against our revolving credit
facility of $50.0 million, principal payments of $10.5 million under our first lien term loan facility, a $4.2 million
payment to increase our investment in JDI Backup Ltd. and $3.6 million of principal payments related to capital
lease obligations. During the year ended December 31, 2014, we borrowed in aggregate $150.0 million against
our revolving credit facility and repaid in aggregate $100.0 million of the amount borrowed. We received gross
proceeds from our follow-on offering of $43.5 million less capitalized issuance costs of $2.2 million. In addition,
we made payments of $0.7 million related to issuance costs from our IPO which were unpaid as of December 31,
2013 and we received $0.1 million of proceeds from the exercise of stock options during the year ended
December 31, 2014. During the year ended December 31, 2014, we entered into a three-year capital lease
agreement for $11.7 million for software licenses which required principal payments of approximately $0.9
million each quarter in 2014.
During the year ended December 31, 2013, cash flow provided by financing activities net of repayments
was $84.3 million. We received gross proceeds from our IPO of $252.6 million less capitalized issuance costs
paid of $17.5 million. An additional $0.7 million of capitalized issuance costs was unpaid as of December 31,
2013. In August of 2013 we increased our first lien term loan by $90.0 million, borrowed in aggregate $57.0
million against our revolving credit facility and repaid in aggregate $72.0 million under that facility as well as
$6.2 million under our first lien term loan facility. In November 2013, we repaid our second lien term loan of
$315.0 million in full and increased our first lien term loan by $166.2 million, resulting in an overall reduction in
our bank debt by $148.8 million to $1,050.0 million. At the end of December 2013, we made a quarterly
principal payment of $2.6 million. In addition, we paid $55.6 million of deferred consideration obligations
outstanding at December 31, 2012, the majority of which was for our HostGator acquisition.
On January 6, 2016, we paid $2.1 million to increase our stake in WZ UK Ltd from 49% to 57.5%, and on
February 9, 2016, we closed the Constant Contact acquisition and concurrently entered into the financing
transactions described above under “Constant Contact Acquisition.”
Net Operating Loss Carry-Forwards
As of December 31, 2015, we had net operating loss, or NOL, carry-forwards available to offset future U.S.
federal taxable income of approximately $97.8 million and future state taxable income of approximately $111.2
million. These NOL carry-forwards expire on various dates through 2034. Approximately $1.6 million of the
U.S. federal NOL carry-forwards and $0.7 million of the state NOL carry-forward are from excess stock-based
compensation, for which the benefit will be recorded to additional-paid in capital when recognized. In addition,
as of December 31, 2015, we had NOL carry-forwards in foreign jurisdictions available to offset future foreign
taxable income by approximately $27.4 million. We have loss carry-forwards in India totaling $2.9 million that
expire in 2021. We also have loss carry-forwards in the United Kingdom, Israel and Singapore of $23.4 million,
$0.9 million, and $0.2 million, respectively, which have an indefinite carry-forward period.
Utilization of the NOL carry-forwards can be subject to an annual limitation due to the ownership
percentage change limitations under Section 382 of the Internal Revenue Code or Section 382 limitation.
Ownership changes can limit the amount of net operating loss and other tax attributes that a company can use
each year to offset future taxable income and taxes payable. In connection with a change in control in 2011 we
were subject to Section 382 annual limitations of $77.1 million against the balance of NOL carry-forwards
generated prior to the change in control in 2011. Through December 31, 2014 we accumulated the unused
amount of Section 382 limitations in excess of the amount of NOL carry-forwards that were originally subject to
limitation. Therefore, these unused NOL carry-forwards are available for future use to offset taxable income. We
completed an analysis of changes in our ownership from 2011, through our IPO, to December 31, 2013 and
concluded that there was not a Section 382 ownership change during this period and therefore any NOLs
generated through December 31, 2013 will not be subject to any new Section 382 annual limitations on NOL
85
carry-forwards. On November 20, 2014, we completed a follow-on offering of 13,000,000 shares of common
stock. The underwriters also exercised their overallotment option to purchase an additional 1,950,000 shares of
common stock from the selling stockholders. We performed an analysis of the impact of this offering and
determined that no Section 382 change in ownership has occurred. As a result, all unused NOL carry-forwards at
December 31, 2014 were available for future use to offset taxable income.
On March 11, 2015, the Company closed a follow-on offering of its common stock, in which selling
stockholders sold 12,000,000 shares of common stock at a public offering price of $19.00 per share. The
underwriter also exercised its overallotment option to purchase an additional 1,800,000 shares of common stock
from the selling stockholders. The Company is currently completing an analysis of its ownership changes from
March 2015 through December 31, 2015, but does not believe the outcome of this analysis will result in an
additional ownership change based on the information available at this time.
Backlog and Deferred Revenue
We define our backlog as the total committed value of our contracts which have not been recognized as
revenue at the end of a period. Since we require prepayments for all our products and services, our backlog is
equal to our deferred revenue balance. Our backlog as of December 31, 2014 and 2015 was $325.4 million and
$365.6 million, respectively. Because revenue for any period is a function of revenue recognized from deferred
revenue under contracts in existence at the beginning of a period, as well as contract renewals and new customer
contracts during the period, backlog at the beginning of any period is not necessarily indicative of future
performance. Our presentation of backlog may differ from other companies in our industry.
Contractual Obligations and Commitments
Our principal commitments consist of obligations under our outstanding debt facilities, which in 2015
included a quarterly principal repayment against our first lien term loan facility of $2.6 million per quarter,
interest payments on our term loan facilities, which are typically three-month LIBOR loans, non-cancelable
leases for our office space, deferred payment obligations related to acquisitions, and purchase obligations under
material contracts. The following table summarizes these contractual obligations as of December 31, 2015:
Long-term debt obligations:
Principal payments on term loan facility . .
Interest payments on term loan
facility(1)
. . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . .
Operating lease obligations . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
Deferred consideration(2)
Purchase commitments . . . . . . . . . . . . . . . . . . . .
Payments due by period
Total
Less
than 1 year
1-3 years
3-5 years
(in thousands)
More
than 5 years
$1,026,375
$ 10,500
$ 21,000
$ 994,875
$ —
198,513
67,000
13,804
71,954
52,301
23,734
51,973
67,000
6,334
9,247
51,488
13,778
102,064
—
7,470
18,980
813
9,123
44,476
—
—
17,555
—
833
—
—
—
26,172
—
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,453,681
$210,320
$159,450
$1,057,739
$26,172
(1) Term loan facility interest rate is based on adjusted LIBOR plus 400 basis points for the first lien term loan
facility, subject to a LIBOR floor of 1.00%. As of December 31, 2015, the interest rates on our first lien
term loan facility and revolving credit facility were 5.00% and 7.75%. The first lien term loan facility
matures on November 9, 2019 and our revolving credit facility had a maturity date of December 22, 2016
prior to its replacement with a new revolving credit facility in connection with the Constant Contact
acquisition.
86
(2) Consists of deferred payment obligations related to acquisitions.
Because this table reflects obligations as of December 31, 2015, it does not reflect the Constant Contact
financing transactions described above.
Under the terms of the investment agreement for AppMachine, we are obligated to purchase the remaining
60% of AppMachine in three tranches of 20% within specified periods if AppMachine achieves a specified
minimum revenue threshold within a designated timeframe. The consideration for each of the three tranches is
calculated as the product of AppMachine’s revenue, as defined in the investment agreement, for the trailing
twelve-month period prior to the applicable determination date times a specified multiple based upon year over
year revenue growth, multiplied by 20%.
F
o
r
m
1
0
-
K
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or
ASU 2014-09, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core
principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers
in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services.
ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgments and
estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In
July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with early adoption to
be permitted as of the original effective date of January 1, 2017. Once this standard becomes effective,
companies may use either of the following transition methods: (i) a full retrospective approach reflecting the
application of the standard in each reporting period with the option to elect certain practical expedients, or (ii) a
retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of
adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending
adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by
which we will adopt the standard.
In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis, or ASU
2015-02. This new guidance provides a revised consolidation model that reporting entities use to evaluate
partnerships and similar entities, evaluate service providers and decision makers as they relate to a variable
interest entity, referred to as a VIE, and examine how related party interests in a VIE can affect the consolidation
of that VIE. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015 with early
adoption permitted. We believe the adoption of ASU 2015-02 does not have an impact on our consolidated
financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest, Simplifying the
Presentation of Debt Issuance Costs, or ASU 2015-03. This new guidance changes the balance sheet presentation
for deferred financing costs from being presented as an asset to being a deduction from the related recognized
liability. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2016. We believe
the adoption of ASU 2015-03 does not have a material impact on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles Goodwill and Other—Internal Use Software
(Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This new
guidance will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement
by providing guidance as to whether an arrangement includes the sale or license of software. ASU 2015-05 is
effective for annual reporting periods beginning after December 15, 2015. We believe the adoption of ASU
2015-05 does not have an impact on our consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying
the Accounting for Measurement-Period Adjustments. This new guidance requires an acquirer to recognize
87
adjustments to provisional amounts that are identified during the measurement period in the reporting period in
which the adjustment amounts are determined. The acquirer needs to record, in the same period’s financial
statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a
result of the provisional amounts, calculated as if the accounting had been completed as of the acquisition date.
ASU 2015-16 is effective for annual reporting periods beginning after December 15, 2015. We believe the
adoption of ASU 2015-16 does not have a material effect on our accounting processes, however the ASU will
affect our disclosures as we are required to disclose the adjustments made during the measurement period and
their effect on the period’s earnings.
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of
Deferred Taxes, or ASU 2015-17. This new guidance requires that deferred tax liabilities and assets be classified
as noncurrent in the balance sheet, in order to simplify the presentation of deferred income taxes. ASU 2015-17
is effective for annual reporting periods beginning after December 15, 2016. We believe the adoption of ASU
2015-17 does not have a material impact on our consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard
establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition in the income statement. The new
standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those
fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases
existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. We are currently evaluating the impact of our pending
adoption of the new standard on our consolidated financial statements.
Off-Balance Sheet Arrangements
We do not have any special purpose entities or off-balance sheet arrangements.
88
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have operations both within the United States and internationally, and we are exposed to market risk in
the ordinary course of our business. These risks include primarily foreign exchange risk, interest rate and
inflation.
Foreign Currency Exchange Risk
A significant majority of our subscription agreements and our expenses are denominated in US dollars. We
do, however, have sales in a number of foreign currencies as well as business operations in Brazil and India and
are subject to the impacts of currency fluctuations in those markets. The impact of these currency fluctuations is
insignificant relative to the overall financial results of our company.
F
o
r
m
1
0
-
K
Interest Rate Sensitivity
We had cash and cash equivalents of $33.0 million at December 31, 2015, the majority of which was held in
operating accounts for working capital purposes and other general corporate purposes which includes payment of
principal and interest under our indebtedness. As of December 31, 2015, we had approximately $1,026.4 million
of indebtedness outstanding under our first lien term loan facility and a revolving credit facility of $125.0
million, of which $67.0 million was available.
The first lien term loan facility bears interest at a rate per annum equal to an applicable credit spread plus, at
our option, (a) adjusted LIBOR or (b) an alternate base rate determined by reference to the greater of (i) the
prime rate, (ii) the federal funds effective rate plus 0.50% and (iii) one-month adjusted LIBOR plus 1.00%. The
term loan is subject to a floor of 1.00% per annum with an applicable credit spread for interest based on adjusted
LIBOR of 4.00%
Under our credit facility, our revolving credit loans that bear interest at the LIBOR reference rate are subject
to a floor of 1.50% per annum with the applicable credit spread for interest based on adjusted LIBOR of 6.25%.
We are also required to pay a commitment fee of 0.50% per annum to the lenders based on the average daily
unused amount of the revolving commitments.
Based on our aggregate indebtedness outstanding under our first lien term loan facility of $1,026.4 million
as of December 31, 2015, a 100 basis point increase in the adjusted LIBOR rate above the LIBOR floor would
result in a $10.4 million increase in our aggregate interest payments over a 12-month period, and a 100 basis
point decrease at the current LIBOR rate would not result in a decrease in our interest payments.
We entered into a three-year interest rate cap on December 9, 2015 as part of our risk management strategy.
This interest rate cap limits our exposure to interest rate increases on $500.0 million of our first lien term loan. If
the LIBOR interest rates for this loan increase more than 140 basis points above the rates at December 31, 2015,
our interest rate cap would begin to protect us on interest charges for $500.0 million of outstanding debt.
The foregoing discussion does not reflect the impact of the financing transactions associated with the
Constant Contact acquisition, which closed on February 9, 2016. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part II, Item 7 of this
Annual Report on Form 10-K for additional information on these transactions.
Inflation Risk
We do not believe that inflation has a material effect on our business, financial condition or results of
operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully
offset such higher costs through price increases. Our inability to do so could harm our business, financial
condition and results of operations.
89
Item 8.
Financial Statements and Supplementary Data
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations and Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
91
92
93
94
95
97
90
F
o
r
m
1
0
-
K
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Endurance International Group Holdings, Inc.
Burlington, Massachusetts
We have audited the accompanying consolidated balance sheets of Endurance International Group Holdings,
Inc. as of December 31, 2014 and 2015 and the related consolidated statements of operations and comprehensive
loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31,
2015. These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Endurance International Group Holdings, Inc. as of December 31, 2014 and 2015, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015
in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Endurance International Group Holdings, Inc.’s internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated
February 29, 2016 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Boston, Massachusetts
February 29, 2016
91
Endurance International Group Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
December 31,
2014
December 31,
2015
Assets
Current assets:
32,379 $
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,325
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,201
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,961
Deferred tax asset—short term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,605
Prepaid domain name registry fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,173
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120,644
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,837
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105,023
410,338
Other intangible assets—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
400
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,447
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,957
Prepaid domain name registry fees, net of current portion . . . . . . . . . . . . . . . . . . . .
4,397
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,030
1,048
12,040
—
55,793
15,675
117,586
75,762
1,207,255
359,786
990
27,905
9,884
4,322
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,746,043 $1,803,490
Liabilities, redeemable non-controlling interest and stockholders’ equity
Current liabilities:
12,280
8,960 $
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
50,869
38,275
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285,945
259,567
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77,500
60,500
Current portion of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,866
3,793
Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,488
13,917
Deferred consideration—short term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,973
10,358
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
487,921
395,370
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,682
Long-term deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65,850
1,015,875
Notes payable—long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,026,375
7,215
4,302
Capital lease obligations—long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,786
35,579
Deferred tax liability—long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
813
10,722
Deferred consideration—long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,524
2,806
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,541,004 $1,623,816
Redeemable non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholders’ equity:
30,543
—
Preferred Stock—par value $0.0001; 5,000,000 shares authorized; no shares issued
or outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common Stock—par value $0.0001; 500,000,000 shares authorized; 130,959,113
and 132,024,558 shares issued at December 31, 2014 and December 31, 2015,
respectively; 130,914,333 and 131,938,485 outstanding at December 31, 2014
14
and December 31, 2015, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
848,740
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,718)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(667,362)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,674
Total liabilities, redeemable non-controlling interest and stockholders’ equity . . . . . . . . $1,746,043 $1,803,490
14
816,591
(517)
(641,592)
174,496
See accompanying notes to consolidated financial statements.
92
F
o
r
m
1
0
-
K
Endurance International Group Holdings, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
Year Ended
December 31,
2013
Year Ended
December 31,
2014
Year Ended
December 31,
2015
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
520,296
350,103
170,193
$
629,845
381,488
248,357
Operating expense:
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117,689
23,205
92,347
233,241
Income (loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
(63,048)
Other income (expense):
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expense—net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
122
(98,449)
(98,327)
Income (loss) before income taxes and equity earnings of
unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit)
(161,375)
(3,596)
146,797
19,549
69,533
235,879
12,478
—
331
(57,414)
(57,083)
(44,605)
6,186
741,315
425,035
316,280
145,419
26,707
90,968
263,094
53,186
5,440
414
(58,828)
(52,974)
212
11,342
Loss before equity earnings of unconsolidated entities . . . . . . . .
(157,779) $
(50,791) $
(11,130)
Equity loss of unconsolidated entities, net of tax . . . . . . . . . . . . .
2,067
61
14,640
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(159,846) $
(50,852) $
(25,770)
Net loss attributable to non-controlling interest
. . . . . . . . . . . . . .
(659)
(8,017)
—
Net loss attributable to Endurance International Group Holdings,
Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(159,187) $
(42,835) $
(25,770)
Comprehensive loss:
Foreign currency translation adjustments . . . . . . . . . . . . . . .
Unrealized gain on cash flow hedge, net of taxes of $0, $0
and $46 for the years ended December 31, 2013, 2014
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss per share attributable to Endurance International Group
Holdings, Inc.—basic and diluted . . . . . . . . . . . . . . . . . . . . . . .
$
$
Weighted-average number of common shares used in computing
net loss per share attributable to Endurance International
Group Holdings, Inc.—basic and diluted . . . . . . . . . . . . . . . . .
(55)
(462)
(1,281)
—
—
80
(159,242) $
(43,297) $
(26,971)
(1.55) $
(0.34) $
(0.20)
102,698,773
127,512,346
131,340,557
See accompanying notes to consolidated financial statements.
93
Endurance International Group Holdings, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(in thousands, except share amounts)
Balance—December 31, 2012 . . . . . . . .
Issuance of common stock in connection
with initial public offering, net of
issuance costs of $18,219,271 . . . . . . .
Fractional share payment
. . . . . . . . . . . .
Vesting of restricted shares . . . . . . . . . . .
Common stock returned to the
Company . . . . . . . . . . . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . .
Non-controlling interest accretion . . . . .
Other comprehensive loss . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
Common Stock
Number
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Stock-
holders’
Equity
96,745,992
$ 10
$509,715
$ —
$(439,570) $ 70,155
21,051,000
(47) —
6,971,595
2
1
234,391
(1)
(1)
(1,996) —
—
—
—
—
—
—
—
—
—
—
—
(24)
(123)
—
(659)
10,763
—
—
—
—
—
—
(55)
—
—
—
—
—
—
—
—
—
(159,187)
—
234,393
(1)
—
—
(24)
(123)
(55)
(159,846)
10,763
Balance—December 31, 2013 . . . . . . . . 124,766,544
$ 13
$754,061
$
(55)
$(598,757) $ 155,262
Vesting of restricted shares . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . .
Shares issued in connection with
866,820
11,390 —
1
(1)
137
acquisitions . . . . . . . . . . . . . . . . . . . . .
2,269,579 —
27,235
Shares issued in follow-on offering, net
of issuance costs of $2,405,176 . . . . .
Non-controlling interest accretion . . . . .
Other comprehensive loss . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
3,000,000 —
—
—
—
—
—
—
—
—
41,095
(13,962)
—
(8,017)
16,043
—
—
—
—
—
(462)
—
—
—
—
—
—
—
—
(42,835)
—
—
137
27,235
41,095
(13,962)
(462)
(50,852)
16,043
Balance—December 31, 2014 . . . . . . . . 130,914,333
$ 14
$816,591
$ (517)
$(641,592) $ 174,496
Vesting of restricted shares . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
838,809 —
185,343 —
—
—
—
—
—
—
—
2,224
—
—
29,925
—
—
(1,201)
—
—
—
—
—
(25,770)
—
—
2,224
(1,201)
(25,770)
29,925
Balance—December 31, 2015 . . . . . . . . 131,938,485
$ 14
$848,740
$(1,718)
$(667,362) $ 179,674
See accompanying notes to consolidated financial statements.
94
Endurance International Group Holdings, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net loss to net cash provided by
$(159,846)
$ (50,852)
$ (25,770)
Year Ended
December 31,
2013
Year Ended
December 31,
2014
Year Ended
December 31,
2015
F
o
r
m
1
0
-
K
operating activities:
Depreciation of property and equipment . . . . . . . . . . . . . . . . .
Amortization of other intangible assets from acquisitions . . .
Amortization of deferred financing costs . . . . . . . . . . . . . . . .
Amortization of net present value of deferred
consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain from unconsolidated entities . . . . . . . . . . . . . . . . . . . . .
Loss of unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . .
Dividend from minority interest . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss from change in deferred consideration . . . . . . . . .
Financing costs expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Businesses acquired in purchase transaction, net of cash
acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for minority investment
. . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of property and equipment . . . . . . . . . . . . . . . .
Proceeds note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (deposits) and withdrawals of principal balances in restricted
18,615
105,915
2,768
30,956
102,723
83
34,010
91,057
82
1,264
29,925
7,120
(155)
(5,440)
14,640
—
1,174
—
(1,659)
(13,187)
9,926
34,241
183
16,043
3,640
(168)
—
61
167
384
—
(691)
(25,675)
(1,615)
67,654
142,893
177,228
(93,698)
(23,904)
(34,140)
94
—
100
(200)
(97,795)
(31,243)
(8,475)
93
3,454
191
(76)
1,590
10,763
(4,777)
309
—
2,067
—
(466)
10,833
(1,075)
(7,147)
2,020
51,047
32,616
(38,659)
(33,523)
—
54
—
23
(751)
cash accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(231)
433
50
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(73,087)
(151,315)
(133,801)
95
Endurance International Group Holdings, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended
December 31,
2013
Year Ended
December 31,
2014
Year Ended
December 31,
2015
Cash flows from financing activities:
Proceeds from issuance of term loan . . . . . . . . . . . . . . . . . . . . . . .
Repayment of term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from borrowing of revolver . . . . . . . . . . . . . . . . . . . . . . .
Repayment of revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of deferred consideration . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of redeemable non-controlling interest liability . . . . . . .
Principal payments on capital lease obligations . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . .
Issuance costs of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,145,000
(1,212,625)
57,000
(72,000)
(12,552)
(55,635)
—
—
—
252,612
(17,512)
—
(10,500)
150,000
(100,000)
(53)
(98,318)
(4,190)
(3,608)
137
43,500
(2,904)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . .
84,288
(25,936)
Net effect of exchange rate on cash and cash equivalents . . . . . . . . . . .
(247)
(78)
—
(10,500)
147,000
(130,000)
—
(14,991)
(30,543)
(4,822)
2,224
—
—
(41,632)
(1,144)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . .
Cash and cash equivalents:
43,570
(34,436)
651
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,245
66,815
32,379
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
66,815
$ 32,379
$ 33,030
Supplemental cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental disclosure of non-cash financing activities:
Shares issued in connection with the acquisition of Directi . . . . . . . . . .
Assets acquired under capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
100,856
1,502
$ 57,418
2,615
$
$ 57,338
4,510
$
— $ 27,235
— $ 11,704
$
$
—
9,795
See accompanying notes to consolidated financial statements.
96
F
o
r
m
1
0
-
K
Endurance International Group Holdings, Inc.
Notes to Consolidated Financial Statements
1. Nature of Business
Formation and Nature of Business
Endurance International Group Holdings, Inc., (“Holdings”) is a Delaware corporation which together with
its wholly owned subsidiary company, EIG Investors Corp. (“EIG Investors”), its primary operating subsidiary
company, The Endurance International Group, Inc. (“EIG”), and other subsidiary companies of EIG, collectively
form the “Company”. The Company is a leading provider of cloud-based platform solutions designed to help
small- and medium-sized businesses succeed online.
EIG and EIG Investors were incorporated in April 1997 and May 2007, respectively, and Holdings was
originally formed as a limited liability company in October 2011 in connection with the acquisition by
investment funds and entities affiliated with Warburg Pincus and Goldman, Sachs & Co. on December 22, 2011
of a controlling interest in EIG Investors, EIG and EIG’s subsidiary companies. On November 7, 2012, Holdings
reorganized as a Delaware limited partnership and on June 25, 2013, Holdings converted into a Delaware C-
corporation and changed its name to Endurance International Group Holdings, Inc.
Stock Split and Restated Certificate of Incorporation
On October 23, 2013, immediately after giving effect to a 105,187.363-for-one stock split, the Company had
105,187,363 shares of common stock issued and outstanding. After giving effect to the Company’s restated
certificate of incorporation filed on October 23, 2013, the Company’s authorized capital stock consists of
500,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par
value $0.0001 per share.
Corporate Reorganization
Pursuant to the terms of a corporate reorganization that was completed following the stock split and prior to
the completion of the Company’s initial public offering, as described below, the former direct owner of
Holdings, a limited partnership, was dissolved and in liquidation distributed the shares of the Company’s
common stock to its limited partners. The distribution of common stock to the limited partners was determined
by the value each partner would have received under the distribution provisions of the limited partnership
agreement, valued by reference to the initial public offering price.
All share data in the consolidated financial statements retroactively reflects the shares of the Company’s
common stock after giving effect to the 105,187.363-for-one stock split and the filing of the restated certificate of
incorporation.
Initial Public Offering
On October 30, 2013, the Company closed an initial public offering (“IPO”) of its common stock, which
resulted in the sale of 21,051,000 shares of its common stock at a public offering price of $12.00 per share. The
offering resulted in gross proceeds to the Company of $252.6 million and net proceeds to the Company of $232.1
million after deducting underwriting discounts, commissions and offering expenses payable by the Company.
Offering expenses include both capitalized and non-capitalized expenses.
Follow-on Offerings
On November 26, 2014, the Company closed a follow-on offering of its common stock, in which the Company
sold 3,000,000 shares of its common stock at a public offering price of $14.50 per share and selling stockholders
97
sold 10,000,000 shares of common stock. The underwriters also exercised their overallotment option to purchase an
additional 1,950,000 shares of common stock from the selling stockholders. The Company did not receive any
proceeds from the sale of shares by the selling stockholders. The follow-on offering resulted in gross proceeds to the
Company of $43.5 million and net proceeds to the Company of $41.1 million after deducting underwriting
discounts and commissions of $1.7 million and other estimated offering expenses of approximately $0.7 million
payable by the Company. The Company incurred an additional $0.3 million of offering expenses on behalf of the
selling stockholders, which was included in general and administrative expense in the consolidated statement of
operations and comprehensive loss for the year ended December 31, 2014.
On March 11, 2015, the Company closed a follow-on offering of its common stock, in which selling
stockholders sold 12,000,000 shares of common stock at a public offering price of $19.00 per share. The
underwriter also exercised its overallotment option to purchase an additional 1,800,000 shares of common stock
from the selling stockholders. The Company did not receive any proceeds from the sale of shares by the selling
stockholders. The Company incurred $0.7 million of offering expenses on behalf of the selling stockholders,
which was included in general and administrative expense in the consolidated statement of operations and
comprehensive loss for the year ended December 31, 2015.
2. Summary of Significant Accounting Policies
Basis of Preparation
The accompanying consolidated financial statements, which include the accounts of the Company and its
subsidiaries, have been prepared using accounting principles generally accepted in the United States of America
(“U.S. GAAP”). All intercompany transactions have been eliminated on consolidation. The Company has
reviewed the criteria of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 280-10, Segment Reporting, and determined that the Company is comprised of only one segment for
reporting purposes.
Use of Estimates
U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the
reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
These estimates, judgments and assumptions used in preparing the accompanying consolidated financial
statements are based on the relevant facts and circumstances as of the date of the consolidated financial
statements. Although the Company regularly assesses these estimates, judgments and assumptions used in
preparing the consolidated financial statements, actual results could differ from those estimates. Changes in
estimates are recorded in the period in which they become known. The more significant estimates reflected in
these consolidated financial statements include estimates of fair value of assets acquired and liabilities assumed
under purchase accounting related to the Company’s acquisitions and when evaluating goodwill and long-lived
assets for potential impairment, the estimated useful lives of intangible and depreciable assets, revenue
recognition for multiple-element arrangements, stock-based compensation, contingent consideration, derivative
instruments, certain accruals, reserves and deferred taxes.
Cash Equivalents
Cash and cash equivalents include all highly liquid investments with remaining maturities of three months
or less at the date of purchase.
Restricted Cash
Restricted cash is composed of certificates of deposits and cash held by merchant banks and payment
processors, which provide collateral against any charge-backs, fees, or other items that may be charged back to
the Company by credit card companies and other merchants.
98
Accounts Receivable
Accounts receivable is primarily composed of cash due from credit card companies for unsettled
transactions charged to subscribers’ credit cards. As these amounts reflect authenticated transactions that are
fully collectible, the Company does not maintain an allowance for doubtful accounts. The Company also accrues
for earned referral fees and commissions, which are governed by reseller or affiliate agreements, when the
amount is reasonably estimable.
Prepaid Domain Name Registry Fees
Prepaid domain name registry fees represent amounts that are paid in full at the time a domain is registered
by one of the Company’s registrars on behalf of a customer. The registry fees are recognized on a straight-line
basis over the term of the domain registration period.
F
o
r
m
1
0
-
K
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, which include cash equivalents, accounts
receivable, accounts payable and certain accrued expenses, approximate their fair values due to their short
maturities. The carrying amount of the Company’s contingent consideration is recorded at fair value. The fair
value of the Company’s notes payable is based on the borrowing rates currently available to the Company for
debt with similar terms and average maturities and approximate their carrying value.
Derivative Instruments and Hedging Activities
FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for
derivatives and hedging activities with the intent to provide users of financial statements with an enhanced
understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for
derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are
required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative
disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-
risk-related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The
accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the
Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether
the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated
and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment
attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated
and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign
currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the
matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes
in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the
earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into
derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting
does not apply or the Company elects not to apply hedge accounting.
In accordance with the FASB’s fair value measurement guidance in ASU 2011-04, Fair Value Measurement
(Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements, the
Company made an accounting policy election to measure the credit risk of its derivative financial instruments
that are subject to master netting agreements on a net basis by counterparty portfolio.
99
Concentrations of Credit and Other Risks
Financial instruments which potentially subject the Company to concentrations of credit risk consist
principally of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained at
accredited financial institutions, and PayPal balances are at times without and in excess of federally insured
limits. The Company has never experienced any losses related to these balances and does not believe that it is
subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
For the years ended December 31, 2013, 2014 and 2015, no subscriber represented 10% or more of the
Company’s total revenue.
Property and Equipment
Property and equipment is recorded at cost or fair value if acquired in an acquisition. The Company also
capitalizes the direct costs of constructing additional computer equipment for internal use, as well as upgrades to
existing computer equipment which extend the useful life, capacity or operating efficiency of the equipment.
Capitalized costs include the cost of materials, shipping and taxes. Materials used for repairs and maintenance of
computer equipment are expensed and recorded as a cost of revenue. Materials on hand and construction-in-
process are recorded as property and equipment. Assets recorded under capital lease are depreciated over the
lease term. Depreciation is computed using the straight-line method over the estimated useful lives of the related
assets as follows:
Building . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . .
Computers and office equipment
. . . .
Furniture and fixtures . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . .
Thirty-five years
Two to three years
Three years
Five years
Shorter of useful life or remaining term of the lease
Software Development Costs
The Company accounts for software development costs for internal use software under the provisions of
ASC 350-40, “Internal-Use Software”. Accordingly, certain costs to develop internal-use computer software are
capitalized, provided these costs are expected to be recoverable. During the years ended December 31, 2013,
2014 and 2015, the Company capitalized internal-use software development costs of $1.2 million, $5.4 million
and $5.5 million, respectively.
Investments
The Company has minority investments in several privately-held companies. Investments in privately-held
companies, in which the Company has a voting interest between 20% and 50% and exercises significant
influence are accounted for using the equity method of accounting. Under this method, the investment balance,
originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee
company as they occur, limited to the extent of the Company’s investment in, advances to and commitments for
the investee. The Company’s share of net earnings or losses of the investee are reflected in equity losses of
unconsolidated entities, net of tax, in the Company’s accompanying consolidated statements of operations.
Investments in which the Company has a voting interest of less than 20% and over which it does not have
significant influence are accounted for under the cost method of accounting.
The Company assesses the need to record impairment losses on its investments and records such losses
when the impairment of an investment is determined to be other than temporary in nature. On October 31, 2013
the Company reduced its 50% voting interest in one of the minority investments to 40% and recorded a $2.6
million impairment charge (see Note 8).
100
F
o
r
m
1
0
-
K
Goodwill
Goodwill relates to amounts that arose in connection with the Company’s various business combinations
and represents the difference between the purchase price and the fair value of the identifiable intangible and
tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but
is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim
impairment assessment include, but are not limited to, current economic and market conditions, including a
decline in the equity value of the business, a significant adverse change in certain agreements that would
materially affect reported operating results, business climate or operational performance of the business and an
adverse action or assessment by a regulator. Additionally, the reorganization or change in the number of
reporting units could result in the reassignment of Goodwill between reporting units and may trigger an
impairment assessment.
In accordance with ASC 350, Intangibles—Goodwill and Other, or ASC 350, the Company is required to
review goodwill by reporting unit for impairment at least annually or more often if there are indicators of
impairment present. Under U.S. GAAP, a reporting unit is either the equivalent of, or one level below, an
operating segment. The Company has determined it operates in one segment and its entire business represents
one reporting unit. Historically, the Company has performed its annual impairment analysis during the fourth
quarter of each year. The provisions of ASC 350 require that a two-step impairment test be performed for
goodwill. In the first step, the Company compares the fair value of its reporting unit to which goodwill has been
allocated to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets
assigned to that reporting unit, goodwill is considered not impaired and the Company is not required to perform
further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the
reporting unit, then the Company must perform the second step of the impairment test in order to determine the
implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its
implied fair value, then the Company would record an impairment loss equal to the difference.
The Company assesses fair value based on current market capitalization. As of December 31, 2014 and,
2015, the fair value of the Company’s reporting unit exceeded the carrying value of the reporting unit’s net
assets. Therefore, no impairment existed as of those dates.
Determining the fair value of a reporting unit, if applicable, requires the Company to make judgments and
involves the use of significant estimates and assumptions. These estimates and assumptions relate to, among
other things, revenue growth rates and operating margins used to calculate projected future cash flows, risk-
adjusted discount rates, future economic and market conditions and determination of appropriate market
comparables. The Company bases its fair value estimates on assumptions it believes to be reasonable but that are
unpredictable and inherently uncertain. Actual future results may differ from those estimates.
The Company had goodwill of $1,105.0 million and $1,207.3 million as of December 31, 2014 and 2015,
respectively, and no impairment charges have been recorded.
Long-Lived Assets
The Company’s long-lived assets consist primarily of intangible assets, including acquired subscriber
relationships, trade names, intellectual property, developed technology, domain names available for sale and in-
process research and development (“IPR&D”). The Company also has long-lived tangible assets, primarily
consisting of property and equipment. The majority of the Company’s intangible assets are recorded in
connection with its various acquisitions. The Company’s intangible assets are recorded at fair value at the time of
their acquisition. The Company amortizes intangible assets over their estimated useful lives.
Determination of the estimated useful lives of the individual categories of intangible assets is based on the
nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible
asset. Amortization of intangible assets with finite lives is recognized in accordance with their estimated
projected cash flows.
101
The Company evaluates long-lived intangible and tangible assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment
are present and undiscounted future cash flows are less than the carrying amount, the fair value of the assets is
determined and compared to the carrying value. If the fair value is less than the carrying value, then the carrying
value of the asset is reduced to the estimated fair value and an impairment loss is charged to expense in the
period the impairment is identified. No such impairment losses have been identified for the years ended
December 31, 2013, 2014 and 2015.
Indefinite life intangible assets include domain names that are available for sale which are recorded at cost
to acquire. These assets are not being amortized and are being tested for impairment annually and whenever
events or changes in circumstance indicate that their carrying value may not be recoverable. When a domain
name is sold, the Company records the cost of the domain in cost of revenue.
Acquired In-Process Research and Development (IPR&D)
Acquired IPR&D represents the fair value assigned to research and development assets that the Company
acquires that have not been completed at the date of acquisition. The acquired IPR&D is capitalized as an
intangible asset and reviewed on a quarterly basis to determine future use. Any impairment loss of the acquired
IPR&D is charged to expense in the period the impairment is identified. No such impairment losses have been
identified for the years ended December 31, 2013, 2014 and 2015. Upon commercialization, the acquired fair
value of the IPR&D will be amortized over its estimated useful life.
During 2014 the Company capitalized $4.6 million of IPR&D in connection with its acquisition of WebZai,
Ltd. (“Webzai”). During the year ended December 31, 2015 $3.2 million was reclassified to developed
technology as of December 31, 2015 and is being amortized over the estimated useful life of 4.0 years. During
2014, the Company did not capitalize any IPR&D in connection with its acquisitions of the web presence
business of Directi (“Directi”), the domain name business, the assets of the BuyDomains business of Name
Media, Inc. (“BuyDomains”) and the assets of Arvixe LLC (“Arvixe”). During 2015, the Company did not
capitalize any IPR&D in connection with its acquisitions of the assets of the U.S. retail portion of the Verio
business of NTT America, Inc. (“Verio”), the assets of World Wide Web Hosting, LLC (“WWWH”), the assets
of Ace Data Centers, Inc. (“Ace DC”) and the ownership interests in Ace Holdings, LLC (“Ace Holdings”),
(these acquired assets and ownership interests, collectively, “Ace”) and the assets of Ecommerce, LLC,
(“Ecommerce”).
Deferred Financing Costs
Deferred financing costs comprise fees and costs incurred by the Company in connection with obtaining
notes payable. Deferred financing costs are amortized over the term of the related debt agreement.
Revenue Recognition
The Company generates revenue primarily from selling subscriptions for cloud-based products and services.
The subscriptions are similar across all of the Company’s brands and are provided under contracts pursuant to
which the Company has ongoing obligations to support the subscriber. These contracts are generally for service
periods of up to 36 months and typically require payment in advance. The Company recognizes the associated
revenue ratably over the service period, whether the associated revenue is derived from a direct subscriber or
through a reseller. Deferred revenue represents the liability to subscribers for advance billings for services not yet
provided and the fair value of the assumed liability outstanding for subscriber relationships purchased in an
acquisition.
The Company sells domain name registrations that provide a subscriber with the exclusive use of a domain
name. These domains are primarily obtained by one of the Company’s registrars on the subscriber’s behalf, or to
a lesser extent by the Company from third-party registrars on the subscriber’s behalf. Domain registration fees
are non-refundable.
102
Revenue from the sale of a domain name registration by a registrar within the Company is recognized
ratably over the subscriber’s service period as the Company has the obligation to provide support over the
domain term. Revenue from the sale of a domain name registration purchased by the Company from a third-party
registrar is recognized when the subscriber is billed on a gross basis as there are no remaining Company
obligations once the sale to the subscriber occurs, and the Company has full discretion on the sales price and
bears all credit risk.
Revenue from the sale of premium domains is recognized when persuasive evidence of an arrangement to
sell such domains exists, delivery of an authorization key to access the domain name has occurred, the fee for the
sale of the premium domain is fixed or determinable, and collection of the fee for the sale of the premium
domain is deemed probable.
F
o
r
m
1
0
-
K
Revenue from the sale of non-term based applications and services, such as certain online security products
and professional technical services, referral fees and commissions, is recognized when the product is purchased,
the service is provided or the referral fee or commission is earned, respectively.
A substantial amount of the Company’s revenue is generated from transactions that are multiple-element
service arrangements that may include hosting plans, domain name registrations, and other cloud-based products
and services.
The Company follows the provisions of the FASB, Accounting Standards Update (“ASU”) No. 2009-13
(“ASU 2009-13”), Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements—a consensus
of the FASB Emerging Issues Task Force and allocates revenue to each deliverable in a multiple-element service
arrangement based on its respective relative selling price.
Under ASU 2009-13, to treat deliverables in a multiple-element service arrangement as separate units of
accounting, the deliverables must have standalone value upon delivery. If the deliverables have standalone value
upon delivery, the Company accounts for each deliverable separately. Hosting services, domain name
registrations, cloud-based products and services have standalone value and are often sold separately.
When multiple deliverables included in a multiple-element service arrangement are separated into different
units of accounting, the total transaction amount is allocated to the identified separate units based on a relative
selling price hierarchy. The Company determines the relative selling price for a deliverable based on vendor
specific objective evidence (“VSOE”) of fair value, if available, or best estimate of selling price (“BESP”), if
VSOE is not available. The Company has determined that third-party evidence of selling price (“TPE”) is not a
practical alternative due to differences in its multi-brand offerings compared to competitors and the lack of
availability of relevant third-party pricing information. The Company has not established VSOE for its offerings
due to lack of pricing consistency, the introduction of new products, services and other factors. Accordingly, the
Company generally allocates revenue to the deliverables in the arrangement based on the BESP. The Company
determines BESP by considering its relative selling prices, competitive prices in the marketplace and
management judgment; these selling prices, however, may vary depending upon the particular facts and
circumstances related to each deliverable. The Company analyzes the selling prices used in its allocation of
transaction amount, at a minimum, on a quarterly basis. Selling prices are analyzed on a more frequent basis if a
significant change in our business necessitates a more timely analysis.
The Company maintains a reserve for refunds and chargebacks related to revenue that has been recognized
and is expected to be refunded. The Company had a refund and chargeback reserve of $0.6 million and $0.5
million as of December 31, 2014 and 2015, respectively. The portion of deferred revenue that is expected to be
refunded at December 31, 2014 and 2015 was $2.2 million and $1.8 million, respectively. Based on refund
history, a significant majority of refunds happen in the same fiscal month that the customer contract starts or
renews. Approximately 80% of all refunds happen in the same fiscal month that the contract starts or renews, and
approximately 92% of all refunds happen within 45 days of the contract start or renewal date.
103
Direct Costs of Revenue
The Company’s direct costs of revenue include only those costs directly incurred in connection with the
provision of its cloud-based products and services. The direct costs of registering domain names with registries
are spread over the terms of the arrangement and the cost of reselling domains of other third-party registrars are
expensed as incurred. Cost of revenue includes depreciation on data center equipment and support infrastructure
and amortization expense related to the amortization of long-lived intangible assets.
Engineering and Development Costs
Engineering and development costs incurred in the development and maintenance of the Company’s
technology infrastructure are expensed as incurred.
Sales and Marketing Costs
The Company engages in sales and marketing through various online marketing channels, which include
affiliate and search marketing as well as online partnerships. The Company expenses sales and marketing costs
as incurred. For the years ended December 31, 2013, 2014 and 2015, the Company’s sales and marketing costs
were $117.7 million, $146.8 million and $145.4 million, respectively.
Foreign Currency
The Company has sales in a number of foreign currencies. In 2013, the Company commenced operations in
foreign locations which report in the local currency. The assets and liabilities of the Company’s foreign locations
are translated into U.S. dollars at current exchange rates as of the balance sheet date, and revenues and expenses
are translated at average monthly exchange rates. The resulting translation adjustments are recorded as a separate
component of stockholders’ equity and have not been material. Foreign currency transaction gains and losses
relate to the settlement of assets or liabilities in another currency.
Foreign currency transaction losses were $1.2 million, $0.8 million and $1.9 million during the years ended
December 31, 2013, 2014 and 2015, respectively. These amounts are recorded in general and administrative
expense in the Company’s consolidated statements of operations and comprehensive loss.
Income Taxes
Income taxes are accounted for in accordance with ASC 740, Accounting for Income Taxes, or ASC 740.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a
tax position is required to meet before being recognized in the financial statements. The Company recognizes the
effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income
tax positions are measured at the largest amount that is more likely than not to be realized. Changes in
recognition or measurement are reflected in the period in which the change in judgment occurs. There were no
unrecognized tax benefits in the years ended December 31, 2013, 2014 and 2015.
The Company records interest related to unrecognized tax benefits in interest expense and penalties in
operating expenses. During the years ended December 31, 2013, 2014 and 2015, the Company did not recognize
any interest and penalties related to unrecognized tax benefits.
104
F
o
r
m
1
0
-
K
Stock-Based Compensation
The Company may issue restricted stock units, restricted stock awards and stock options which vest upon
the satisfaction of a performance condition and/ or a service condition. The Company follows the provisions of
ASC 718, Compensation—Stock Compensation, or ASC 718, which requires employee stock-based payments to
be accounted for under the fair value method. Under this method, the Company is required to record
compensation cost based on the estimated fair value for stock-based awards granted over the requisite service
periods for the individual awards, which generally equals the vesting periods; net of estimated forfeitures. The
Company uses the straight-line amortization method for recognizing stock-based compensation expense. In
addition, for stock-based awards where vesting is dependent upon achieving certain performance goals, the
Company estimates the likelihood of achieving the performance goals against established performance targets.
The Company estimates the fair value of employee stock options on the date of grant using the Black-
Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. For
restricted stock awards granted, the Company estimates the fair value of each restricted stock award based on the
closing trading price of its common stock on the date of grant.
Net Loss per Share
The Company considered ASC 260-10, Earnings per Share, or ASC 260-10, which requires the presentation
of both basic and diluted earnings per share in the consolidated statements of operations and comprehensive loss.
The Company’s basic net loss per share is computed by dividing net loss by the weighted average number of
shares of common stock outstanding for the period, and, if there are dilutive securities, diluted income per share
is computed by including common stock equivalents which includes shares issuable upon the exercise of stock
options, net of shares assumed to have been purchased with the proceeds, using the treasury stock method.
The Company’s potentially dilutive shares of common stock are excluded from the diluted weighted-
average number of shares of common stock outstanding as their inclusion in the computation would be anti-
dilutive due to net losses. For the years ended December 31, 2013, 2014 and 2015, all non-vested shares granted
prior to the Company’s IPO in October 2013, stock options, restricted stock awards and restricted stock units
were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive
as a result of the net losses for these periods.
For the Year Ended December 31,
2013
2014
2015
(in thousands, except share amounts
and per share data)
Computation of basic and diluted net loss per share:
Net loss attributable to Endurance International Group Holdings,
Inc.
$
(159,187) $
(42,835) $
(25,770)
Net loss per share attributable to Endurance International Group
Holdings, Inc.:
Basic and diluted
Weighted average number of common shares used in computing
net loss per share attributable to Endurance International
Group Holdings, Inc.:
$
(1.55) $
(0.34) $
(0.20)
Basic and diluted
102,698,773
127,512,346
131,340,557
105
Guarantees
The Company has the following guarantees and indemnifications:
In connection with its acquisitions of companies and assets from third parties, the Company may provide
indemnification or guarantees to the sellers in the event of damages for breaches or other claims covered by such
agreements.
In connection with various vendor contracts, including those by which a product or service of a third party is
offered to subscribers of the Company, standard guaranty of subsidiary obligations and indemnification
obligations exist.
As permitted under Delaware and other applicable law, the Company’s charter and by-laws and those of its
subsidiary companies provide that the Company shall indemnify its officers and directors for certain liabilities,
including those incurred by reason of the fact that the officer or director is, was, or has agreed to serve as an
officer or director of the Company. The maximum potential amount of future payments the Company could be
required to make under these indemnification provisions is unlimited.
The Company leases office space and equipment under various operating leases. The Company has standard
indemnification arrangements under these leases that require the Company to indemnify the lessor against losses,
liabilities and claims incurred in connection with the premises or equipment covered by the Company’s lease
agreements, the Company’s use of the premises, property damage or personal injury and breach of the agreement.
Through December 31, 2015, the Company had not experienced any losses related to these indemnification
obligations and no claims with respect thereto were outstanding. The Company does not expect significant claims
related to these indemnification obligations and consequently concluded that the fair value of these obligations is
negligible and no related liabilities were established.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or
ASU 2014-09, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core
principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers
in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services.
ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgments and
estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In
July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with early adoption to
be permitted as of the original effective date of January 1, 2017. Once this standard becomes effective,
companies may use either of the following transition methods: (i) a full retrospective approach reflecting the
application of the standard in each reporting period with the option to elect certain practical expedients, or (ii) a
retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of
adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its
pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the
method by which it will adopt the standard.
In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis, or ASU
2015-02. This new guidance provides a revised consolidation model that reporting entities use to evaluate
partnerships and similar entities, evaluate service providers and decision makers as they relate to a variable
interest entity, referred to as a VIE, and examine how related party interests in a VIE can affect the consolidation
of that VIE. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015 with early
adoption permitted. The Company believes the adoption of ASU 2015-02 does not have a material impact on its
consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest, Simplifying the
Presentation of Debt Issuance Costs, or ASU 2015-03. This new guidance changes the balance sheet presentation
106
F
o
r
m
1
0
-
K
for deferred financing costs from being presented as an asset to being a deduction from the related recognized
liability. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2016. The
Company is evaluating the potential impact of ASU 2015-03 and does not believe it will have a material impact
on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles Goodwill and Other—Internal Use Software
(Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This new
guidance will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement
by providing guidance as to whether an arrangement includes the sale or license of software. ASU 2015-05 is
effective for annual reporting periods beginning after December 15, 2015. The Company believes the adoption of
ASU 2015-05 does not have a material impact on its consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying
the Accounting for Measurement-Period Adjustments. This new guidance requires an acquirer to recognize
adjustments to provisional amounts that are identified during the measurement period in the reporting period in
which the adjustment amounts are determined. The acquirer needs to record, in the same period’s financial
statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a
result of the provisional amounts, calculated as if the accounting had been completed as of the acquisition date.
ASU 2015-16 is effective for annual reporting periods beginning after December 15, 2015. The Company believe
the adoption of ASU 2015-16 does not have a material effect on its accounting processes, however the ASU will
affect its disclosures as the Company is required to disclose the adjustments made during the measurement period
and their effect on the period’s earnings.
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of
Deferred Taxes, or ASU 2015-17. This new guidance requires that deferred tax liabilities and assets be classified
as noncurrent in the balance sheet, in order to simplify the presentation of deferred income taxes. ASU 2015-17
is effective for annual reporting periods beginning after December 15, 2016. The Company believes the adoption
of ASU 2015-17 will not have a material impact on its consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard
establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition in the income statement. The new
standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those
fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases
existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. The Company is currently evaluating the impact of its
pending adoption of the new standard on its consolidated financial statements.
3. Acquisitions
The Company accounts for the acquisitions of businesses using the purchase method of accounting. The
Company allocates the purchase price to the tangible and identifiable intangible assets and liabilities assumed
based on their estimated fair values. Purchased identifiable intangible assets typically include subscriber
relationships, trade names, domain names held for sale, developed technology and IPR&D. The methodologies
used to determine the fair value assigned to subscriber relationships and domain names held for sale are typically
based on the excess earnings method that considers the return received from the intangible asset and includes
certain expenses and also considers an attrition rate based on the Company’s internal subscriber analysis and an
estimate of the average life of the subscribers. The fair value assigned to trade names is typically based on the
income approach using a relief from royalty methodology that assumes that the fair value of a trade name can be
measured by estimating the cost of licensing and paying a royalty fee for the trade name that the owner of the
trade name avoids. The fair value assigned to developed technology typically uses the cost approach. The fair
value assigned to IPR&D is based on the cost approach. If applicable, the Company estimates the fair value of
107
contingent consideration payments in determining the purchase price. The contingent consideration is then
adjusted to fair value in subsequent periods as an increase or decrease in current earnings in general and
administrative expense in the consolidated statements of operations.
Acquisitions—2013
During the year ended December 31, 2013, the Company made three small acquisitions. Under the terms of
the purchase agreements, the Company acquired all of the outstanding shares of each entity for an aggregate
purchase price of $5.4 million in cash plus deferred consideration payable of $5.5 million. The Company had
estimated the fair value of the contingent deferred consideration of one acquisition to be $2.7 million. A full and
final payment was subsequently made prior to December 31, 2013 for $2.0 million. The balance of the estimated
earn-out payment of $0.7 million was written-down and recorded as an increase in earnings in general and
administrative expense in the consolidated statements of operations for the year ended December 31, 2013. The
deferred consideration of $2.8 million for one of the other acquisitions is payable three years after the acquisition
date and was recorded as a long-term liability at December 31, 2014 and is recorded as a short-term liability at
December 31, 2015. The purchase price of these acquisitions was allocated to long-lived intangible assets of $5.4
million and goodwill of $7.3 million.
During the year ended December 31, 2013, the Company made an initial investment of $8.8 million to
acquire a 17.5% interest in a privately-held company based in the United Kingdom, JDI Backup Ltd. The
agreement provided for the acquisition of additional equity interests from the shareholders of the non-controlling
interest (“NCI”). In particular, it provided for a call option allowing the Company to acquire an additional equity
interest during pre-specified call periods and a put option (only if the call option is exercised), for the then non-
controlling interest shareholders (“NCI shareholders”) to put the remaining equity interest to the Company within
pre-specified put periods, provided that the call option had been exercised during the appropriate call periods. In
the fourth quarter of 2013, the Company exercised the call option in full for an additional $22.2 million in cash to
acquire a controlling interest in JDI Backup.
Under the put option, the NCI shareholders can put their shares to the Company at a price calculated at the
time of the exercise of the put option, subject to a minimum of $24.0 million. As the NCI is subject to a put
option that is outside the control of the Company, it is deemed redeemable non-controlling interest and not
recorded in permanent equity, and is being presented as mezzanine redeemable non-controlling interest on the
consolidated balance sheet, and is subject to the SEC guidance under ASC 480-10-S99, Accounting for
Redeemable Equity Securities.
Upon the exercise of the call option, the Company estimated the fair value of the assets and liabilities in
accordance with the guidance for business combinations, and estimated that the value of the redeemable non-
controlling interest on December 11, 2013 was $20.6 million. The difference between the initial fair value of the
redeemable non-controlling interest and the value expected to be paid upon exercise of the put option is being
accreted over the period commencing December 11, 2013, and up to the end of the first put option period, which
commences on the eighteen-month anniversary of the acquisition date. During the year ended December 31,
2014, the Company paid $4.2 million to increase its investment in JDI Backup and entered into an amendment to
the put option with the NCI shareholders, which proportionately reduced the value expected to be paid upon
exercise. Adjustments to the carrying amount of the redeemable non-controlling interest are charged to additional
paid-in capital. The estimated value of the redeemable non-controlling interest as of December 31, 2014 was
$30.5 million and was $0 at December 31, 2015 as there was no longer a non-controlling interest. See Note 13 to
the financial statements for additional information.
The estimated purchase price of $31.0 million and minority interest of $20.6 million was allocated primarily
to goodwill of $38.0 million, long-lived intangible assets of $28.5 million and property and equipment of $0.3
million, which were offset by $9.3 million of deferred revenue, other liabilities of $2.6 million, deferred tax
liabilities of $1.9 million and negative net working capital of $1.4 million. Goodwill allocated to the acquisition
is not tax deductible.
108
F
o
r
m
1
0
-
K
Acquisitions—2014
Directi
On January 23, 2014, the Company acquired the web presence business of Directi from Directi Web
Technologies Holdings, Inc. (“Directi Holdings”). Directi provides web presence solutions to small and medium-
sized businesses in various countries, including India, the United States, Turkey, China, Russia and Indonesia.
The acquisition provides the Company with an established international presence focused on growing emerging
markets as well as the ability to expand its geographic footprint by taking its existing portfolio of brands to
international markets.
The final purchase price of $109.8 million consisted of cash payments of $82.6 million in aggregate and the
issuance of 2,269,579 unregistered shares of the Company’s common stock to Directi Holdings equivalent to
$27.2 million or $12.00 per share. 2,123,039 shares of the Company’s common stock were issued at closing and
146,540 shares of the Company’s common stock were issued in May 2014. Cash payments consisted of a $5.0
million advance paid in August 2013, $20.5 million paid at the closing and $57.1 million in deferred
consideration that was paid during the year ended December 31, 2014.
The purchase price of $109.8 million has been allocated to goodwill of $91.2 million, long-lived intangible
assets consisting of subscriber relationships, developed technology, trade names and leasehold interests of $7.7
million, $6.4 million, $7.4 million and $0.3 million, respectively, property and equipment of $2.7 million, other
assets of $4.7 million and working capital of $0.2 million, offset by deferred revenue of $3.0 million, other
payables of $5.4 million and deferred tax liabilities of $2.4 million. The majority of the purchase price was
allocated to goodwill, which is not deductible for tax purposes. The goodwill reflects the value of an established
international business and infrastructure that enables the Company to increase its market penetration in emerging
markets. The intangible assets are being amortized in accordance with their estimated projected cash flows.
Subscriber relationships, developed technology, trade names and leasehold interests are being amortized over 17
years, 7 years, 5 years and 4 years, respectively.
Domain Name Business
In addition, in connection with the acquisition of Directi, the Company was initially obligated to make
additional aggregate payments of up to approximately $62.0 million subject to specified terms, conditions and
operational contingencies. Of this $62.0 million, the Company has committed a total of $36.2 million consisting
of cash payments of $27.2 million and future earn-out payments of $9.0 million to purchase a domain name
business from a company associated with the founders of Directi Holdings pursuant to agreements entered into
during the year ended December 31, 2014. The estimated aggregate purchase price was $36.2 million, which was
allocated on a preliminary basis to long-lived intangible assets of $26.6 million and goodwill of $9.6 million, all
of which is deductible for tax purposes. The intangible assets are being amortized in accordance with their
estimated projected cash flows, using the accelerated method. The goodwill reflects the value of an established
domain portfolio business that enables the Company to monetize that domain portfolio.
During the year ended December 31, 2014 the fair value of the earn-out decreased by $47,000. The
Company recorded this decrease in fair value in general and administrative expense.
Webzai
On August 12, 2014, the Company acquired Webzai, which provides the Company with a simple to use
website builder and mobile website builder product, for an aggregate purchase price of $9.5 million, of which
$7.0 million was paid in cash at the closing. The Company is also obligated to pay additional consideration of
$3.0 million on the second anniversary of the acquisition if certain technological milestones are achieved. The
net present value of the additional consideration is $2.8 million and is included in the aggregate purchase price
and recorded as deferred consideration in the Company’s consolidated balance sheet as of December 31, 2015.
The remaining $0.2 million is being accreted as interest expense.
109
The purchase price of $9.5 million has been allocated to long-lived intangible assets consisting of developed
technology and IPR&D of $4.6 million and $4.6 million, respectively, goodwill of $3.0 million, deferred tax
liability of $2.6 million and negative working capital of $0.1 million. Goodwill related to the acquisition is not
deductible for tax purposes.
BuyDomains
On September 18, 2014, the Company completed the acquisition of substantially all of the assets of the
BuyDomains business of NameMedia, Inc. BuyDomains is a provider of premium domain products. The Company
expects this acquisition will allow it to better serve its subscriber demand for higher priced premium domains.
The aggregate purchase price was $44.9 million, of which $41.1 million was paid in cash at the closing. The
Company is also obligated to pay additional consideration of $4.5 million on the second anniversary of the
acquisition. The net present value of the additional consideration is $4.3 million and is included in the aggregate
purchase price and recorded as deferred consideration in the Company’s consolidated balance sheet as of
December 31, 2015. The remaining $0.3 million will be accreted as interest expense.
The purchase price of $44.9 million has been allocated to intangible assets consisting of developed
technology, trade names and domains available for sale of $7.6 million, $1.9 million and $26.9 million,
respectively, goodwill of $4.2 million, prepaid expenses and other current assets of $4.0 million and property and
equipment of $0.3 million. Goodwill related to the acquisition is deductible for tax purposes.
Arvixe
On October 31, 2014, the Company completed the acquisition of substantially all of the assets of Arvixe,
which is a web presence provider. The Company expects this acquisition will allow it to leverage its reach and
size to generate better economies of scale.
The aggregate purchase price was $22.0 million, of which $17.6 million was paid in cash at the closing. The
Company is also obligated to pay additional consideration of $4.4 million on the twelve-month anniversary of the
acquisition.
The purchase price of $22.0 million has been allocated to intangible assets consisting of developed
technology, trade names and subscriber relationships of $0.1 million, $1.2 million and $8.4 million, respectively
and goodwill of $15.4 million, offset by deferred revenue of $3.1 million. Goodwill related to the acquisition is
deductible for tax purposes.
Acquisitions—2015
Verio
On May 26, 2015, the Company acquired the assets of the U.S. retail portion of the Verio business of NTT
America, Inc., which is a provider of shared, virtual private server (“VPS”) and dedicated hosting services. The
Company expects this acquisition to leverage its reach and generate better economies of scale.
The aggregate purchase price was $13.0 million, of which $10.5 million was paid in cash at the closing. The
Company is obligated to pay the remaining cash consideration of $2.5 million on the first anniversary of the
acquisition, less amounts used to satisfy any obligation determined to be owed to the Company for any indemnity
pursuant to the asset purchase agreement.
The purchase price of $13.0 million has been allocated on a preliminary basis to intangible assets consisting
of subscriber relationships and trade names of $13.1 million and $0.1 million, respectively, and goodwill of $1.2
million, offset by deferred revenue of $1.4 million. Goodwill related to the acquisition is deductible for tax
purposes.
110
F
o
r
m
1
0
-
K
World Wide Web Hosting
On June 25, 2015, the Company acquired substantially all of the assets of WWWH, which is a provider of
web presence solutions doing business under the brand name Site5. The Company previously had an equity
interest in WWWH, which was originally acquired when the Company acquired Hostgator.com LLC on July 13,
2012. The Company expects this acquisition will allow it to leverage its reach and generate better economies of
scale.
The aggregate purchase price was $34.9 million, $23.0 million of which is payable in cash and $11.9 million
of which is the implied value of the pro rata interest in the acquired assets that the Company obtained upon the
seller’s redemption of its 40% equity interest in WWWH. The Company recognized a $5.4 million gain as a
result of this redemption, which is recorded as other income in the Company’s consolidated statement of
operations and comprehensive loss. Of the $23.0 million payable in cash, $18.4 million was paid at the closing
and the Company is obligated to pay the remaining cash consideration of $4.6 million on the first anniversary of
the acquisition, less amounts used to satisfy any obligation determined to be owed to the Company for any
indemnity pursuant to the asset purchase agreement.
The purchase price of $34.9 million has been allocated on a preliminary basis to intangible assets consisting
of subscriber relationships and trade names of $11.0 million and $1.9 million, respectively, goodwill of $23.3
million, and prepaid expenses and other current assets of $1.2 million, offset by deferred revenue of $2.5 million.
Goodwill related to the acquisition is deductible for tax purposes.
Ace Data Center and Ace Holdings
On September 21, 2015, the Company entered into a purchase agreement with Ace DC to acquire
substantially all of the assets of Ace DC and with Ace Holdings and its owners to acquire all of the ownership
interests in Ace Holdings. Ace DC is the manager of a data center that provides colocation, infrastructure and
carrier-neutral connectivity services. This data center is the Company’s largest data center. Ace Holdings owns
the real property, improvements and building at and on which the data center is located, including certain non-
systems equipment and personal property. The Company expects this acquisition will provide cost efficiencies
and increased control over its largest data center.
The aggregate purchase price was $74.0 million, of which $44.4 million was paid in cash at the closing.
Under the terms of the purchase agreement, within approximately 75 days of the closing date of the acquisition,
the purchase consideration was subject to a working capital adjustment and a tax gross up adjustment, which
resulted in an additional $0.7 million payment from the Company on December 2, 2015. The Company is
obligated to pay the remaining cash consideration of $31.5 million on the first anniversary of the acquisition, less
amounts used to satisfy any obligation determined to be owed to the Company for any indemnity pursuant to the
asset purchase agreement. The net present value of the remaining cash consideration is $28.9 million, which was
the amount used to calculate the $74.0 million aggregate purchase price above. An aggregate amount of $0.7
million for the accretion of the present value of the remaining cash consideration is included in interest expense
for the year ended December 31, 2015, resulting in the net present value of the remaining cash consideration at
December 31, 2015 of $29.6 million.
The purchase price of $74.0 million has been allocated on a preliminary basis to property and equipment,
including real property, of $12.1 million, goodwill of $62.2 million, prepaid expenses and other current assets of
$0.2 million and developed technology of $0.1 million, offset by other liabilities of $0.6 million. The goodwill
reflects the value of estimated cost efficiencies gained for the Company by owning its own data center. Goodwill
related to the acquisition is deductible for tax purposes.
111
Ecommerce
On November 2, 2015, the Company acquired the assets of Ecommerce, which is a provider of shared, VPS
and cloud hosting services, domain registration services and add-on products. The Company expects this
acquisition to leverage its reach and generate better economies of scale.
The aggregate purchase price was $28.0 million, of which $23.8 million was paid in cash at the closing. The
Company is obligated to pay the remaining cash consideration of $4.2 million on the first anniversary of the
acquisition, less amounts used to satisfy any obligation determined to be owed to the Company for any indemnity
pursuant to the asset purchase agreement.
The purchase price of $28.0 million has been allocated on a preliminary basis to intangible assets consisting
of subscriber relationships, intellectual property and trade names of $9.4 million, $4.4 million and $0.1 million,
respectively, and goodwill of $16.7 million, offset by deferred revenue of $2.6 million. Goodwill related to the
acquisition is deductible for tax purposes.
For the year ended December 31, 2015, $15.4 million of revenue attributable to 2015 acquisitions was
included in the Company’s consolidated statement of operations and comprehensive loss.
The Company has omitted earnings information related to its acquisitions as it does not separately track
earnings from each of its acquisitions in a manner that would provide meaningful disclosure. The Company
considers it to be impracticable to compile such information on an acquisition-by-acquisition basis since
activities of integration and use of shared costs and services across the Company’s business are not allocated to
each acquisition and are not managed to provide separate identifiable earnings from the dates of acquisition.
For the intangible assets acquired in connection with all acquisitions completed during the year ended
December 31, 2015, subscriber relationships, trademarks, intellectual property and developed technology have
weighted average useful lives of 4.7 years, 3.0 years, 6.3 years and 2.7 years, respectively.
Pro Forma Disclosure
The Company has omitted pro forma disclosures related to its acquisitions completed during 2015 as the pro
forma effect of including the results of these acquisitions since the beginning of 2014 would not be materially
different than the actual results reported.
Summary of Deferred Consideration Related to Acquisitions
Components of deferred consideration short-term and long-term as of December 31, 2014, consisted of the
following:
Mojoness, Inc. (Acquired in 2012) . . . . . . . . . . . . . . . . . . . .
Typepad (Acquired in 2013) . . . . . . . . . . . . . . . . . . . . . . . . .
Domain name business (Acquired in 2014) . . . . . . . . . . . . .
Webzai (Acquired 2014) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BuyDomains (Acquired in 2014) . . . . . . . . . . . . . . . . . . . . .
Arvixe (Acquired in 2014) . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Short-
term
Long-
term
(in thousands)
490
—
9,027
—
—
4,400
$ 1,370
2,800
—
2,617
3,935
—
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$13,917
$10,722
112
Components of deferred consideration short-term and long-term as of December 31, 2015, consisted of the
following:
Short-
term
Long-
term
(in thousands)
Mojoness, Inc. (Acquired in 2012)
. . . . . . . . . . . . . . . . . . . . . .
Typepad (Acquired in 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Webzai (Acquired 2014) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BuyDomains (Acquired in 2014) . . . . . . . . . . . . . . . . . . . . . . . .
Verio (Acquired in 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WWWH (Acquired in 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ace (Acquired in 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecommerce (Acquired in 2015) . . . . . . . . . . . . . . . . . . . . . . . . .
$
657
2,800
2,848
4,283
2,474
4,600
29,626
4,200
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$51,488
$813
—
—
—
—
—
—
—
$813
F
o
r
m
1
0
-
K
4. Fair Value Measurements
The following valuation hierarchy is used for disclosure of the inputs to valuation used to measure fair
value. This hierarchy prioritizes the inputs into three broad levels as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 inputs are quoted prices for similar assets or liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly through market corroboration, for
substantially the full term of the financial instrument.
• Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure
assets and liabilities at fair value.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level
input that is significant to the fair value measurement.
As of December 31, 2014 and 2015, the Company’s financial assets or liabilities required to be measured on
a recurring basis are accrued earn-out consideration payable in connection with the 2012 acquisition of certain
assets of Mojoness, Inc., or Mojo, and the 2014 acquisitions of a domain name business and the 2015 interest rate
cap. The Company has classified its interest rate cap within Level 2 of the fair value hierarchy. The Company has
classified its liabilities for contingent earn-out consideration related to these acquisitions within Level 3 of the
fair value hierarchy because the fair value is determined using significant unobservable inputs, which included
probability weighted cash flows. The Company recorded a $0.7 million change in fair value of the earn-out
consideration related to Mojo and one of the other 2012 acquisitions as of December 31, 2013 in the Company’s
general and administrative expense in the consolidated statement of operations and comprehensive income.
During the year ended December 31, 2014, the Company paid $0.2 million related to the earn-out provisions for
the Mojo acquisition and recorded $23.0 million related to the 2014 domain name business acquisition of which
$14.0 million was paid during the year ended December 31, 2014. The Company recorded a $0.4 million change
in fair value of the earn-out consideration related to Mojo and the 2014 domain name business during the year
ended December 31, 2014. During the year ended December 31, 2015, the Company paid $0.5 million related to
the earn-out provisions for the Mojo acquisition and paid $10.1 million related to the earn-out provisions of the
2014 domain name business acquisition. The Company recorded a $1.2 million change in fair value of the earn-
out consideration related to the earn-out provisions of the Mojo and 2014 domain name business acquisitions
during the year ended December 31, 2015. The earn-out consideration in the table below is included in total
deferred consideration in the Company’s consolidated balance sheets.
113
Basis of Fair Value Measurements
Balance at December 31, 2014:
Financial liabilities:
Contingent earn-out consideration . . . . . .
Balance
$10,887
Total financial liabilities . . . . . . . . . . . . .
$10,887
Balance at December 31, 2015:
Financial assets:
Interest rate cap (included in other
assets) . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,130
Total financial assets . . . . . . . . . . . . . . . .
$ 3,130
Financial liabilities:
Contingent earn-out consideration . . . . . .
$ 1,469
Total financial liabilities . . . . . . . . . . . . .
$ 1,469
Quoted Prices
in Active Markets
for Identical Items
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in thousands)
—
—
—
—
—
—
—
—
$10,887
$10,887
$3,130
$3,130
—
—
$ —
$ —
$ 1,469
$ 1,469
The following table summarizes the changes in the financial liabilities measured on a recurring basis using
Level 3 inputs as of December 31, 2014 and 2015:
Financial liabilities measured using Level 3 inputs at January 1, 2014 . . . . . .
Accrual of contingent earn-out related to 2014 acquisition . . . . . . . . . . . . . . . .
Payment of contingent earn-out related to 22012 and 2014 acquisitions . . . . .
Change in fair value of contingent earn-outs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities measured using Level 3 inputs at December 31, 2014 . . .
Payment of contingent earn-outs related to 2012 and 2014 acquisitions . . . . .
Change in fair value of contingent earn-outs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 1,655
22,987
(14,158)
403
$ 10,887
(10,592)
1,174
Financial liabilities measured using Level 3 inputs at December 31, 2015 . . .
$ 1,469
5. Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions.
The Company principally manages its exposures to a wide variety of business and operational risks through
management of its core business activities. The Company manages economic risks, including interest rate,
liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use
of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to
manage exposures that arise from business activities that result in the receipt or payment of future known and
uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial
instruments are used to manage differences in the amount, timing, and duration of the Company’s known or
expected cash receipts and its known or expected cash payments principally related to the Company’s
investments and borrowings.
114
F
o
r
m
1
0
-
K
Cash Flow Hedges of Interest Rate Risk
The Company entered into a three-year interest rate cap on December 9, 2015 as part of its risk management
strategy. The objective of this interest rate cap, designated as cash flow hedges, involves the receipt of variable
amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront
premium. Therefore, this derivative limits the Company’s exposure if the rate rises, but also allows the Company
to benefit when the rate falls.
The effective portion of changes in the fair value of derivatives that qualify as cash flow hedges is recorded
in Accumulated Other Comprehensive Income (“AOCI”), and is subsequently reclassified into earnings in the
period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other
comprehensive income related to derivatives will be reclassified to interest expense as interest payments are
made on the Company’s variable-rate debt. Any ineffective portion of the change in fair value of the derivatives
is recognized directly in earnings. There was no ineffectiveness recorded in earnings for the year ended
December 31, 2015.
As of December 31, 2015, the Company had one interest rate cap with $500.0 million notional outstanding
that was designated as a cash flow hedge of interest rate risk. The fair value of the interest rate contracts on the
consolidated balance sheet as of December 31, 2015 was $3.1 million, and there has been no effect on the
Company’s consolidated statement of operations. The Company recognized $0.1 million of gain in AOCI, of
which the Company estimates that $7,894 will be reclassified as an increase to interest expense in the next twelve
months.
6. Property and Equipment
Components of property and equipment consisted of the following:
As of December 31,
2014
2015
(in thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computers and office equipment
. . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in process . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
—
22,550
76,274
4,045
7,015
2,378
$
713
5,091
40,336
97,332
5,914
7,126
6,137
Property and equipment—at cost
. . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . .
112,262
(55,425)
162,649
(86,887)
Property and equipment—net . . . . . . . . . . . . . . . . . . . . . .
$ 56,837
$ 75,762
Depreciation expense related to property and equipment for the years ended December 31, 2013, 2014 and
2015, was $18.6 million, $31.0 million, and $34.0 million, respectively.
During the years ended December 31, 2014 and 2015, the Company entered into agreements to lease
software licenses for use on certain data center server equipment for terms ranging from thirty-six months to
thirty-nine months.
115
As of December 31, 2014 and 2015, the Company’s software shown in the above table included the
software assets under a capital lease as follows:
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . .
$11,704
(3,901)
$21,499
(8,412)
Assets under capital lease—net . . . . . . . . . . . . . . . . . . . . . . .
$ 7,803
$13,087
As of December 31,
2014
2015
(in thousands)
At December 31, 2015, the expected future minimum lease payments under the capital lease discussed
above were approximately as follows:
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest
Present value of minimum lease payments (capital lease obligation) . .
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 6,334
6,895
575
13,804
(723)
13,081
5,866
Long-term portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,215
7. Goodwill and Other Intangible Assets
The following table summarizes the changes in the Company’s goodwill balances as of December 31, 2014
and 2015:
Goodwill balance at January 1, 2014 . . . . . . . . . . . . . . . . .
Goodwill adjustments related to 2013 acquisition . . . . . . .
Goodwill related to 2014 acquisitions . . . . . . . . . . . . . . . .
Foreign translation impact . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill balance at December 31, 2014 . . . . . . . . . . . . . .
Goodwill related to 2015 acquisitions . . . . . . . . . . . . . . . .
Foreign translation impact . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 984,207
(2,107)
123,452
(529)
$1,105,023
103,444
(1,212)
Goodwill balance at December 31, 2015 . . . . . . . . . . . . . .
$1,207,255
During the year ended December 31, 2014, the Company completed the purchase accounting related to a
2013 acquisition and allocated an additional $2.1 million to long-lived intangible assets, which had been included
in goodwill on a preliminary basis.
In accordance with ASC 350, the Company reviews goodwill and other indefinite-lived intangible assets for
indicators of impairment on an annual basis and between tests if an event occurs or circumstances change that
would more likely than not reduce the fair value of goodwill below its carrying amount. The Company completed
its annual impairment test of goodwill and other indefinite-lived intangible assets as of December 31, and
determined that there were no indicators of impairment as of December 31, 2014 and 2015.
116
F
o
r
m
1
0
-
K
At December 31, 2014, other intangible assets consisted of the following:
Developed technology . . . . . . . . . . . . . . . . . . . . .
Subscriber relationships . . . . . . . . . . . . . . . . . . .
Trade-names . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intellectual property . . . . . . . . . . . . . . . . . . . . . .
Domain names available for sale . . . . . . . . . . . .
Leasehold interests . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . .
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Useful Life
$202,654
364,724
79,754
29,520
27,019
314
4,634
(dollars in thousands)
$ 57,557
204,950
31,869
2,976
732
197
—
$145,097
159,774
47,885
26,544
26,287
117
4,634
7 years
5 years
6 years
13 years
Indefinite
1 year
—
Total December 31, 2014 . . . . . . . . . . . . . . . . . .
$708,619
$298,281
$410,338
At December 31, 2015, other intangible assets consisted of the following:
Developed technology . . . . . . . . . . . . . . . . . . . . .
Subscriber relationships . . . . . . . . . . . . . . . . . . .
Trade-names . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intellectual property . . . . . . . . . . . . . . . . . . . . . .
Domain names available for sale . . . . . . . . . . . .
Leasehold interests . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . .
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Useful Life
$205,925
397,791
81,792
34,020
27,859
314
1,438
(dollars in thousands)
$ 80,795
256,461
42,080
6,596
3,107
314
—
$125,130
141,330
39,712
27,424
24,752
—
1,438
7 years
5 years
6 years
13 years
Indefinite
1 years
—
Total December 31, 2015 . . . . . . . . . . . . . . . . . .
$749,139
$389,353
$359,786
The estimated useful lives of the individual categories of other intangible assets are based on the nature of
the applicable intangible asset and the expected future cash flows to be derived from the intangible asset.
Amortization of intangible assets with finite lives is recognized over the period of time the assets are expected to
contribute to future cash flows. The Company amortizes finite-lived intangible assets over the period in which
the economic benefits are expected to be realized based upon their estimated projected cash flows.
The Company’s amortization expense is included in cost of revenue in the aggregate amounts of $105.9
million, $102.7 million and $91.1 million, for the years ended December 31, 2013, 2014 and 2015, respectively.
At December 31, 2015, the expected future amortization of the other intangible assets, excluding indefinite
life and in-process research and development intangibles, was approximately as follows:
Year Ending December 31,
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 75,000
62,000
51,000
40,000
34,000
72,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$334,000
117
8. Investments
As of December 31, 2014 and 2015, the Company’s carrying value of investments in privately-held
companies was $40.4 million and $27.9 million, respectively.
In January 2012, the Company made an initial investment of $0.3 million to acquire a 25% interest in
BlueZone Labs, LLC (“BlueZone”), a provider of “do-it-yourself” tools and managed search engine optimization
services.
The Company also has an agreement with BlueZone to purchase products and services. During the years
ended December 31, 2014 and 2015, the Company purchased $0.9 million and $1.1 million, respectively, of
products and services from BlueZone, which is included in the Company’s consolidated statements of operations
and comprehensive loss. As of December 31, 2014 and 2015, $0.1 million and $0.1 million, respectively, relating
to our investment in BlueZone was included in accounts payable and accrued expense in the Company’s
consolidated balance sheet.
In July 2012, the Company assumed a 50% interest in WWWH, a provider of web presence solutions, with a
fair value of $10.0 million. On October 31, 2013, the Company sold 20% of its ownership interest, or 10% of the
capital stock of WWWH, reducing its equity interest to 40%, recorded an additional $1.5 million note receivable
from the buyer for total notes receivable from the buyer of $3.5 million, and decreased its investment in WWWH
by $1.5 million. The Company evaluated its remaining 40% ownership interest in WWWH and recognized a $2.6
million impairment on the remaining investment, which is recorded in equity (income) loss of unconsolidated
entities, net of tax, in the Company’s consolidated statements of operations and comprehensive loss for the year
ended December 31, 2013.
On June 25, 2015, the Company acquired substantially all of the assets of WWWH. In connection with the
asset purchase agreement dated June 25, 2015, the seller redeemed from the Company its 40% equity interest in
exchange for a pro rata interest in the acquired assets, which had an estimated implied value of $11.9 million.
The Company recognized a $5.4 million gain as a result of the redemption of its equity interest, which was
recorded as other income for the year ended December 31, 2015 in the Company’s consolidated statements of
operations and comprehensive loss. In addition, the Company received a $3.5 million repayment of total notes
receivable that were due to the Company from the seller of WWWH prior to the acquisition. For more detail, see
Note 3 to the consolidated financial statements.
In June 2013, the Company made an initial investment of $8.8 million to acquire a 17.5% interest in JDI
Backup Ltd., which provides online desktop backup services. The agreement also provided for a call option for
the acquisition of additional equity interests which the Company exercised on December 11, 2013 to increase its
investment in JDI Backup Ltd. to 60% for $22.2 million, which was paid in cash. On July 7, 2014, the Company
paid an additional $4.2 million to increase its investment in JDI Backup Ltd. to 67%. On January 13, 2015, the
Company entered into an agreement to increase its investment in JDI Backup Ltd. to 100% for $30.5 million,
which was payable in three installments. For more detail see Notes 3 and 13 to the consolidated financial
statements.
In May 2014, the Company made a strategic investment of $15.0 million in Automattic, Inc. (“Automattic”),
which provides content management systems associated with WordPress. The investment represents less than 5%
of the outstanding shares of Automattic and better aligns the Company with an important partner.
In August, 2014, the Company made an aggregate investment of $3.9 million for a joint venture with a 49%
ownership interest in WZ UK Ltd., which is a provider of technology and sales marketing services associated
with web builder solutions. The agreement provides for the acquisition of additional equity interests in WZ UK
Ltd. at the option of the Company.
118
On January 6, 2016, the Company exercised an option to increase its stake in WZ UK Ltd., a provider of
technology and sales marketing services associated with web builder solutions, from 49% to 57.5%. For more
detail see Note 20 to the consolidated financial statements.
The Company has a license agreement with WZ UK Ltd. to license certain technology to WZ UK Ltd. to
enable it to use, develop, market, distribute, host and support website builder applications. Under the terms of the
license agreement, the Company receives a royalty payment in the amount of 4.5% of all billings in the previous
month, net of any refunds, chargebacks and any other credits applied. During the years ended December 31, 2014
and 2015, the Company recognized $0.0 million and $0.4 million, respectively, of royalty revenue under the
terms of the license agreement.
During the years ended December 31, 2014 and 2015, the Company’s proportionate share of net loss from
its investment in WZ UK Ltd. was $0.2 million and $13.9 million, respectively. On July 2, 2015, the Company
and the majority investor made additional equity contributions to WZ UK Ltd. The Company’s share of the
incremental investments was approximately $7.4 million. On December 21, 2015, the Company and the majority
investor made additional equity contributions to WZ UK Ltd. The Company’s share of the incremental
investment was $1.1 million.
The significance of the net loss of WZ UK Ltd., in comparison to the Company’s net loss requires the
disclosure of summarized financial information from the statement of operations and comprehensive loss for WZ
UK Ltd. The following table presents a summary of the statement of operations and comprehensive loss for WZ
UK Ltd. for the years ended December 31, 2014 and 2015:
F
o
r
m
1
0
-
K
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the years ended December 31,
2014
2015
(in thousands)
$
1
$ (96)
$(694)
$(694)
$ 4,053
$ 1,095
$(28,439)
$(28,439)
As of December 31, 2014 and 2015, WZ UK Ltd. had total assets of $5.6 million and $2.1 million,
respectively, and total liabilities of $6.3 million and $6.7 million, respectively.
In December 2014, the Company also made an aggregate investment of $15.2 million to acquire a 40%
ownership interest in AppMachineBV (“AppMachine”), which is a developer of software that allows users to
build mobile applications for smart devices such as phones and tablets. Under the terms of the investment
agreement for AppMachine the Company is obligated to purchase the remaining 60% of AppMachine in three
tranches of 20% within specified periods if AppMachine achieves a specified minimum revenue threshold within
a designated timeframe. The consideration for each of the three tranches is calculated as the product of
AppMachine’s revenue, as defined in the investment agreement, for the trailing twelve-month period prior to the
applicable determination date times a specified multiple based upon year over year revenue growth multiplied by
20%. As of December 31, 2015 there is not a liability recorded related to the purchase obligation.
Investments in which the Company’s interest is less than 20% and which are not classified as available-for-
sale securities are carried at the lower of cost or net realizable value unless it is determined that the Company
exercises significant influence over the investee company, in which case the equity method of accounting is used.
For those investments in which the Company’s voting interest is between 20% and 50%, the equity method of
accounting is used. Under this method, the investment balance, originally recorded at cost, is adjusted to
recognize the Company’s share of net earnings or losses of the investee company, as they occur, limited to the
extent of the Company’s investment in, advances to and commitments for the investee. These adjustments are
reflected in equity (income) loss of unconsolidated entities, net of tax in the Company’s consolidated statements
119
of operations and comprehensive loss. The Company recognized net income of $0.5 million, net loss of $0.1
million and net loss of $14.6 million for the years ended December 31, 2013, 2014 and 2015, respectively,
related to its investments.
From time to time, the Company may make new and follow-on investments and may receive distributions
from investee companies. As of December 31, 2015, the Company was not obligated to fund any follow-on
investments in these investee companies, other than AppMachine as described above.
As of December 31, 2014, the Company did not have an equity method investment in which the Company’s
proportionate share exceeded 10% of the Company’s consolidated assets or income from continuing operations.
As of December 31, 2015, the Company’s proportionate share of the net losses of WZ UK Ltd. exceeded 20% of
the Company’s income from continuing operations.
9. Notes Payable
At December 31, 2014 and 2015 notes payable consisted of a first lien term loan facility with a principal
amount outstanding of $1,036.9 million and $1,026.4 million, respectively, which bore interest at a LIBOR-based
rate of 5.00%. The current portion of the first lien term loan as of December 31, 2014 and 2015 was $10.5
million in both periods. In addition, as of December 31, 2014, notes payable included a bank revolver loan
(“Revolver loan”) of $50.0 million, which bore interest at a LIBOR-based rate of 7.75%. As of December 31,
2015, notes payable included a Revolver loan of $67.0 million, consisting of a loan of $59.0 million which bore
interest at a LIBOR-based rate of 7.75% and a loan of $8.0 million, which bore interest at an alternate base rate
of 8.50%. The amounts outstanding under the Revolver loan as of December 31, 2014 and December 31, 2015 of
$50.0 million and $67.0 million respectively, were classified as current notes payable on the consolidated balance
sheets.
November 9, 2012—November 24, 2013
On November 9, 2012, the Company entered into the November Financing Amendment (“November 2012
Financing Amendment”) for a new first lien term loan in the original principal amount of $800.0 million
(“November 2012 First Lien”), a Revolver loan facility in aggregate principal amount not to exceed $85.0
million and a new Second Lien credit agreement (“November 2012 Second Lien”), for an original principal
amount of $315.0 million. In August 2013, the Company amended its November 2012 First Lien for an
additional $90.0 million of incremental first lien term loan (“August 2013 First Lien”) before refinancing its debt
in November 2013, as described below.
The Company concluded that the November 2012 Financing Amendment was a debt extinguishment in
accordance with ASC 470-50, which requires the term loans be recorded at fair value. At the time of the
November 2012 Financing Amendment, the April 2012 Term Loan, as modified by the July Financing
Amendment, and the Second Lien facility had balances which equaled their fair value of $668.3 million and
$140.0 million, respectively, and as such all expenses paid to and on behalf of the lender were expensed. Third-
party financing related costs of $1.5 million were incurred and recorded as deferred financing costs with an
amortization period based on the remaining terms of the loans. The Company concluded that the August 2013
First Lien was a debt modification in accordance with ASC 470-50, and as such all third-party costs incurred to
modify the debt were expensed and additional financing costs of $1.3 million were incurred and recorded as
deferred financing costs with an amortization period based on the remaining term of the loan.
The Company accrued interest on the LIBOR based November 2012 First Lien and November 2012 Second
Lien of 7.75% and 10.25%, respectively. In addition, the Company accrued interest on LIBOR and reference-
based Revolver loans of 7.75% and 8.50%, respectively.
During the nine months ended September 30, 2013, the Company made mandatory repayments on the term
loan facilities in an aggregate amount of $6.2 million. For the year ended December 31, 2013, amortization of
120
F
o
r
m
1
0
-
K
$0.3 million was included in interest expense in the consolidated statements of operations and comprehensive
loss related to deferred financing costs from the November 2012 Financing Amendment and the August 2013
First Lien.
In connection with the August 2013 First Lien, the interest rates for the term loan and the November 2012
Revolver remained the same as under the November 2012 First Lien.
Debt Refinancing—November 25, 2013
In November 2013, following its IPO, the Company repaid in full its November 2012 Second Lien of $315.0
million and increased the first lien term loan facility (“November 2013 First Lien”) by $166.2 million to $1,050.0
million, thereby reducing its overall indebtedness by $148.8 million. The Company also increased its Revolver
capacity by $40.0 million to $125.0 million, none of which was drawn down at the time of the increase. The
mandatory repayment of principal on the November 2013 First Lien was increased to approximately $2.6 million
at the end of each quarter. During the years ended December 31, 2013, 2014 and 2015, the Company made
aggregate mandatory repayments on the November 2013 First Lien of $2.6 million, $10.5 million and $10.5
million, respectively. As of December 31, 2014 and 2015 the Company had $50.0 million and $67.0 million,
respectively, outstanding under the Revolver loan. There was no change to the maturity dates of the first lien
facility and Revolver loan, which mature on November 9, 2019 and December 22, 2016, respectively. The
Company uses the Revolver loan to assist with cash payments for acquisitions and minority investments.
The Company concluded that the November 2013 First Lien was a debt extinguishment in accordance with
ASC 470-50, which requires the term loans be recorded at fair value. The November 2013 First Lien modified
the August 2013 First Lien and was recorded at face value which equaled fair value, and as such, all expenses
paid to and on behalf of the lender were expensed. Third-party financing related costs of $0.4 million were
incurred and recorded as deferred financing costs with an amortization period based on the remaining term of the
loan.
The loans automatically bear interest at the bank’s reference rate unless the Company gives notice to opt for
LIBOR-based interest rate loans. Effective November 25, 2013, the interest rate for a LIBOR based interest loan
was reduced to 4.00% plus the greater of the LIBOR rate or 1.00%. The interest rate for a reference rate loan was
reduced to 3.00% per annum plus the greater of the prime rate, the federal funds effective rate plus 0.50%, an
Adjusted LIBOR rate or 2.00%. There was no change to the interest rates for a Revolver loan. The interest rate
for an Alternate Base Rate (“ABR”) Revolver loan is 5.25% per annum plus the greater of the prime rate, the
federal funds effective rate plus 0.50%, an adjusted LIBOR rate or 2.25%. The interest rate for a LIBOR based
Revolver loan is 6.25% per annum plus the greater of the LIBOR rate or 1.50%. There is also a non-refundable
fee, equal to 0.50% of the daily unused principal amount of the Revolver payable in arrears on the last day of
each fiscal quarter.
Interest is payable on maturity of the elected interest period for a LIBOR-based interest loan, which can be
one, two, three or six months. Interest is payable at the end of each fiscal quarter for a reference rate loan term
loan or an ABR Revolver loan.
At December 31, 2014 and 2015, notes payable consisted of the following:
For the Year Ended December 31,
2014
2015
(in thousands)
LIBOR First Lien term loan . . . . . . . . . . . . . . . .
LIBOR Revolver loan . . . . . . . . . . . . . . . . . . . . .
$1,036,875
50,000
$1,026,375
67,000
$1,086,875
$1,093,375
121
The maturity of the notes payable at December 31, 2015 is as follows:
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolver
$67,000
—
—
—
First Lien
Term Loan
(in thousands)
10,500
$
10,500
10,500
994,875
Total
$
77,500
10,500
10,500
994,875
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$67,000
$1,026,375
$1,093,375
Interest
The Company recorded $98.5 million, $57.4 million and $58.8 million in interest expense for the years
ended December 31, 2013, 2014 and 2015, respectively.
The following table provides a summary of loan interest rates incurred and interest expense for the years
ended December 31, 2013, 2014 and 2015:
For the Year Ended December 31,
2013
2014
2015
(dollars in thousands)
Interest rate—LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate—reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-refundable fee—unused facility . . . . . . . . . . . . . . . . . . . . . . .
Interest expense and service fees . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing fees . . . . . . . . . . . . . . . . . . . . .
Amortization of net present value of deferred consideration . . . . .
Interest recorded on extinguishment of term loans . . . . . . . . . . . . .
Accretion of present value of deferred bonus payments . . . . . . . . .
Interest expense for capital lease obligations . . . . . . . . . . . . . . . . .
Interest expense for deferred consideration promissory note . . . . .
Other interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
$
$
5.00%-10.25% 5.00%-7.75% 5.00%-7.75%
8.50%
0.50%
8.50%
0.50%
8.50%
0.50%
$
85,327
$
260
$
1,590
$
10,833
111
$
— $
$
267
$
61
$
56,247
$
83
183
$
— $
$
1
$
503
$
280
$
117
98,449
$
57,414
$
56,760
82
1,264
—
—
434
280
8
58,828
Debt Covenants
The November 2013 First Lien term loan facility requires that the Company comply with a financial
covenant to maintain a maximum ratio of net first lien debt to EBITDA (as defined in the existing credit
agreement).
The November 2013 First Lien term loan facility contains covenants that limit the Company’s ability to,
among other things, incur additional debt or issue certain preferred shares; pay dividends on or make other
distributions in respect of capital stock; make other restricted payments; make certain investments; sell or
transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose
of all or substantially all of its assets; and enter into certain transactions with affiliates. Additionally, the
November 2013 First Lien term loan specifies certain events of default that could result in amounts becoming
payable, in whole or in part, prior to their maturity dates. The Company was in compliance with all covenants at
December 31, 2015.
With the exception of certain equity interests and other excluded assets under the terms of the November
2013 First Lien term loan, substantially all of the Company’s assets are pledged as collateral for the obligations
under the November 2013 First Lien term loan.
122
10. Stockholders’ Equity
Preferred Stock
The Company has 5,000,000 shares of authorized preferred stock, par value $0.0001. There were no
preferred shares issued or outstanding as of December 31, 2014 and 2015.
Common Stock
The Company has 500,000,000 shares of authorized common stock, par value $0.0001.
F
o
r
m
1
0
-
K
Voting Rights
All holders of common stock are entitled to one vote per share.
11. Stock-Based Compensation
The Company follows the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”),
which requires employee stock-based payments to be accounted for under the fair value method. Under this
method, the Company is required to record compensation cost based on the estimated fair value for stock-based
awards granted over the requisite service periods for the individual awards, which generally equals the vesting
periods. The Company uses the straight-line amortization method for recognizing stock-based compensation
expense.
The Company estimates the fair value of employee stock options on the date of grant using the Black-
Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. For
restricted stock awards granted, the Company estimates the fair value of each restricted stock award based on the
closing trading price of its common stock on the date of grant.
2012 Restricted Stock Awards
Unless otherwise determined by the Company’s board of directors, stock-based awards granted prior to the
IPO generally vest over a four-year period or had vesting that was dependent on the achievement of specified
performance targets. The fair value of these stock-based awards was determined as of the grant date of each
award using an option-pricing model and assuming no pre-vesting forfeiture of the awards.
Given the absence of an active trading market for the Company’s common stock prior to the completion of
its IPO, the fair value of the equity interests underlying stock-based awards was determined by the Company’s
management. In doing so, valuation analyses were prepared in accordance with the guidelines outlined in the
American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity
Securities Issued as Compensation, and were used by the Company’s management to assist in determining the
fair value of the equity interests underlying its stock-based awards. Each equity interest was granted with a
“threshold amount” meaning that the recipient of an equity security only participated to the extent that the
Company appreciated in value from and after the date of grant of the equity interest (with the value of the entity
as of the grant date being the “threshold amount”). The assumptions used in the valuation models were based on
future expectations combined with management’s judgment. In the absence of a public trading market, the
Company’s management exercised significant judgment and considered numerous objective and subjective
factors to determine the fair value of the stock-based awards as of the date of each award. These factors included:
•
•
•
contemporaneous or retrospective valuations for the Company and its securities;
the rights, preferences, and privileges of the stock-based awards relative to each other as well as to the
existing shareholders;
lack of marketability of the Company’s equity securities;
123
•
•
•
•
•
•
•
•
•
historical operating and financial performance;
the Company’s stage of development;
current business conditions and projections;
hiring of key personnel and the experience of the Company’s management team;
risks inherent to the development of the Company’s products and services and delivery of its solutions;
trends and developments in the Company’s industry;
the threshold amount for the stock-based awards and the values at which the stock-based awards would
vest;
the market performance of comparable publicly traded companies;
likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition of the Company
given prevailing market conditions; and
• U.S. and global economic and capital market conditions.
The Company completed its IPO in October 2013, and determined that the performance targets associated
with the performance-based stock awards were met in full and consequently the performance-based stock awards
would be fully vested. However, effective prior to the first day of public trading of the Company’s common
stock, the Company accelerated the vesting of 2,167,870 shares of common stock issued in respect of the time-
based stock awards and modified the vesting of 3,574,637 shares issued in respect of the performance-based
stock awards so that 2,580,271 shares of common stock were fully vested and 994,366 shares of common stock
will follow the same vesting schedule as the time-based stock awards that were granted on the same date as such
performance-based stock awards.
The Company recognized stock-based compensation expense of approximately $1.4 million for the shares
of common stock issued in respect of the performance-based stock awards that vested at closing of its IPO and
$2.4 million for the acceleration of vesting for a portion of the shares of common stock issued in respect of
previously unvested time-based stock awards.
Total stock-based compensation expense recognized for the time-based vesting stock awards was $6.5
million for the year ended December 31, 2013. Total stock-based compensation expense recognized for the
performance-based stock awards was $1.4 million for the year ended December 31, 2013, since the performance
targets necessary for the performance-based stock awards were met prior to their expiration. The Company will
recognize a recovery of expense if the actual forfeiture rate for the time-based stock awards is higher than
estimated.
The following tables present a summary of the 2012 restricted stock awards activity for the year ended
December 31, 2015 for restricted stock awards that were granted prior to the Company’s IPO:
Non-Vested at December 31, 2014
Forfeitures
Vested
Non-Vested at December 31, 2015
2012 Restricted Stock Awards
759,122
(104,422)
(608,055)
46,645
124
In connection with the IPO the Company granted restricted stock units under the prior equity plan. The
following table provides a summary of the restricted stock units that were granted in connection with the IPO
under this plan and the non-vested balance as of December 31, 2015:
Non-vested at December 31, 2014
Vested and unissued
Non-vested at December 31, 2015
Restricted Stock Units
155,094
(132,936)
22,158
Weighted
Average
Grant Date
Fair Value
$12.00
$12.00
$12.00
F
o
r
m
1
0
-
K
2013 Stock Incentive Plan
The 2013 Stock Incentive Plan (the “2013 Plan”) of the Company became effective upon the closing of our
IPO. The 2013 Plan of the Company provides for the grant of options, stock appreciation rights, restricted stock,
restricted stock units and other stock-based awards to employees, officers, directors, consultants and advisors of
the Company. Under the 2013 Plan, the Company may issue up to 18,000,000 shares of the Company’s common
stock. At December 31, 2015, 5,119,592 shares were available for grant under the 2013 Plan.
For stock options issued under the 2013 Plan, the fair value of each option is estimated on the date of grant,
and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period.
Unless otherwise approved by the Company’s board of directors, stock options typically vest over four years and
the Company recognizes compensation expense on a straight-line basis over the requisite service period of the
award. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option
awards and determine the related compensation expense. The weighted-average assumptions used to compute
stock-based compensation expense for awards granted under the 2013 Stock Incentive Plan during the years
ended December 31, 2013, 2014 and 2015 are as follows:
Risk-free interest rate
Expected volatility
Expected life (in years)
Expected dividend yield
2013
2014
2015
1.9% 2.1% 1.8%
60% 58.3% 56.1%
6.25
—
6.25
—
6.25
—
The risk-free interest rate assumption was based on the U.S. Treasury zero-coupon bonds with maturities
similar to those of the expected term of the award being valued. The Company bases its estimate of expected
volatility using volatility data from comparable public companies in similar industries and markets because there
is currently limited public history for the Company’s common stock, and therefore, a lack of market-based
company-specific historical and implied volatility information. The weighted-average expected life for employee
options reflects the application of the simplified method, which represents the average of the contractual term of
the options and the weighted-average vesting period for all option tranches. The simplified method has been used
since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to
estimate expected term due to a limited history of stock option grants. The assumed dividend yield was based on
the Company’s expectation of not paying dividends in the foreseeable future. In addition, the Company has
estimated expected forfeitures of stock options based on management’s judgment due to the limited historical
experience of forfeitures. The forfeiture rate was not material to the calculation of stock-based compensation
expense.
125
The following table provides a summary of the Company’s stock options as of December 31, 2015 and the
stock option activity for all stock options granted under the 2013 Plan during the year ended December 31, 2015
(dollars in thousands except exercise price):
Outstanding at December 31, 2014
Granted
Exercised
Canceled
Outstanding at December 31, 2015
Exercisable at December 31, 2015
Expected to vest after December 31, 2015(1)
Exercisable as of December 31, 2015 and expected to vest
thereafter(2)
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term
(In years)
Aggregate
Intrinsic
Value(3)
Stock
Options
5,407,959
2,438,105
(185,343)
(709,863)
$12.07
$17.97
$12.00
$15.08
6,950,858
$13.83
2,768,853
$12.10
4,126,179
$14.95
6,895,032
$13.80
8.2
7.8
8.4
8.2
$—
$—
$—
$—
(1) This represents the number of unvested options outstanding as of December 31, 2015 that are expected to
vest in the future, which have been reduced using an estimated forfeiture rate.
(2) This represents the number of vested options as of December 31, 2015 plus the number of unvested options
outstanding as of December 31, 2015 that are expected to vest in the future, which have been reduced using
an estimated forfeiture rate.
(3) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair
value of the Company’s common stock on December 31, 2015 of $10.93 per share, or the date of exercise,
as appropriate, and the exercise price of the underlying options.
Unless otherwise determined by the Company’s board of directors, restricted stock awards granted under the
2013 Plan generally vest annually over a four-year period. Performance-based restricted stock awards are earned
based on the achievement of performance criteria established by the Company’s Compensation Committee and
Board of Directors. The performance criteria are weighted and have threshold, target and maximum performance
goals. The following table provides a summary of the Company’s restricted stock award activity for the 2013
Plan during the year ended December 31, 2015:
Non-vested at December 31, 2014
Granted
Vested
Canceled
Non-vested at December 31, 2015
Restricted Stock Awards
695,312
4,582,728
(230,754)
(197,996)
4,849,290
Weighted
Average
Grant Date
Fair Value
$12.40
$15.56
$12.92
$15.39
$15.24
The performance-based award granted to the Company’s chief executive officer during the year ended
December 31, 2015 provides an opportunity for the participant to earn a fully vested right to up to 3,693,754
shares of the Company’s common stock (collectively, the “Award Shares”) over a three-year period beginning
July 1, 2015 and ending on June 30, 2018 (the “Performance Period”). Award shares may be earned based on the
Company achieving pre-established, threshold, target and maximum performance metrics.
126
Award Shares may be earned during each calendar quarter during the Performance Period (each, a
“Performance Quarter”) if the Company achieves a threshold, target or maximum level of the performance metric
for the Performance Quarter. If the performance metric is less than the threshold level for a Performance Quarter,
no Award Shares will be earned during the Performance Quarter. Award Shares that were not earned during a
Performance Quarter may be earned later during the then current twelve-month period from July 1st to June 30th
during the Performance Period (each, a “Performance Year”) at a threshold, target or maximum level of the
performance metric for the Performance Year. No Award Shares were earned for the Performance Quarter
ending September 30, 2015 because the threshold level for the performance metric was not met. Approximately
195,881 Award Shares were earned for the Performance Quarter ending December 31, 2015 because the target
level for the performance metric was met.
F
o
r
m
1
0
-
K
This performance-based award is evaluated quarterly to determine the probability of its vesting and
determine the amount of stock-based compensation to be recognized. During the year ended December 31, 2015
the Company recognized $5.9 million of stock-based compensation expense related to the performance-based
award.
Unless otherwise determined by the Company’s board of directors, restricted stock units granted under the
2013 Plan generally vest monthly over a four-year period. The following table provides a summary of the
Company’s restricted stock unit activity for the 2013 Plan during the year ended December 31, 2015:
Non-vested at December 31, 2014
Vested and unissued
Non-vested at December 31, 2015
All Plans
Restricted Stock Units
341,161
(120,396)
220,765
Weighted
Average
Grant Date
Fair Value
$12.00
$12.00
$12.00
The following table presents total stock-based compensation expense recorded in the consolidated statement
of operations and comprehensive loss for all 2012 restricted stock awards and units issued prior to the
Company’s IPO in October 2013 and all awards granted under the 2013 Plan in connection with or subsequent to
the IPO:
For the Year Ended December 31,
2013
2014
2015
(in thousands)
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development
. . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . .
$
126
459
267
9,911
$
547
1,585
883
13,028
$ 1,975
3,285
1,988
22,677
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
$10,763
$16,043
$29,925
As of December 31, 2015 the Company has approximately $30.1 million of unrecognized stock-based
compensation expense related to option awards that will be recognized over 2.5 years and approximately $47.4
million of unrecognized stock-based compensation expense related to restricted stock awards to be recognized
that will also be recognized over 2.5 years.
127
12. Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive loss, net of tax were as follows:
Foreign
Currency
Translation
Adjustments
Unrealized Gains
(Losses) on
Cash Flow
Hedges
Balance at December 31, 2013 . . . . . . . . . . . . .
. . . . . . . . . .
Other comprehensive income (loss)
Balance at December 31, 2014 . . . . . . . . . . . . .
$
(55)
(462)
(517)
Other comprehensive income (loss)
. . . . . . . . . .
(1,281)
Balance at December 31, 2015 . . . . . . . . . . . . .
$(1,798)
(in thousands)
$—
—
—
80
80
Total
$
(55)
(462)
(517)
(1,201)
$(1,718)
13. Redeemable Non-Controlling Interest
In connection with a 2013 equity investment in JDI Backup Ltd., where the Company acquired a controlling
interest, the agreement provided for a put option for the then non-controlling interest (“NCI”) shareholders to put
the remaining equity interest to the Company within pre-specified put periods. As the NCI was subject to a put
option that was outside the control of the Company, it was deemed a redeemable non-controlling interest and not
recorded in permanent equity, and was presented as mezzanine redeemable non-controlling interest on the
consolidated balance sheet, and was subject to the guidance of the Securities and Exchange Commission (“SEC”)
under ASC 480-10-S99, Accounting for Redeemable Equity Securities.
The difference between the $20.8 million initial fair value of the redeemable non-controlling interest and the
value that was expected to be paid upon exercise of the put option was being accreted over the period
commencing December 11, 2013 and up to the end of the first put option period, which commenced on the 18-
month anniversary of the acquisition date. Adjustments to the carrying amount of the redeemable non-controlling
interest were charged to additional paid-in capital.
Non-controlling interest arising from the application of the consolidation rules was classified within total
stockholders’ equity with any adjustments charged to net loss attributable to non-controlling interest in a
consolidated subsidiary in the consolidated statement of operations and comprehensive loss.
During the year ended December 31, 2014, the Company paid $4.2 million to increase its investment in JDI
Backup Ltd. and entered into an amendment to the put option with the NCI shareholders. During the year ended
December 31, 2014, due to the Company’s assessment of the financial performance and forecasted profitability
of JDI Backup Ltd., the Company changed its estimate of the expected exercise amount of the put option. The
change in estimate resulted in the fair value of the put option increasing to $30.5 million as of December 31,
2014.
On January 13, 2015, the Company entered into an agreement to acquire the remaining interests owned by
the NCI shareholders for $30.5 million, which was originally payable in three equal installments on January 13,
2015, June 15, 2015 and September 15, 2015. During the year ended December 31, 2015, the Company entered
into amendments to change the dates of the second installment from June 15, 2015 to April 10, 2015 and the date
of the third installment from September 15, 2015 to July 2, 2015. The Company will continue to consolidate JDI
Backup Ltd. for financial reporting purposes, however, because the Company now owns 100% of JDI Backup
Ltd., commencing on January 13, 2015, the Company no longer records a non-controlling interest in the
consolidated statement of operations and comprehensive loss.
128
14. Income Taxes
The Company accounts for income taxes in accordance with authoritative guidance, which requires the use
of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined
based upon the difference between the consolidated financial statement carrying amounts and the tax basis of
assets and liabilities and are measured using the enacted tax rate expected to apply in the years in which the
differences are expected to be reversed.
The domestic and foreign components of income (loss) before income taxes for the periods presented:
F
o
r
m
1
0
-
K
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(158,481)
(2,894)
(in thousands)
$(17,002)
(27,603)
$ 1,258
(1,046)
Total income (loss) before income taxes . . . . . . . .
$(161,375)
$(44,605)
$
212
Year Ended December 31,
2013
2014
2015
The components of the provision (benefit) for income taxes consisted of the following:
Year Ended December 31,
2013
2014
2015
(in thousands)
Current:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
267
914
Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,181
$
781
183
1,582
2,546
$ 1,827
696
1,699
4,222
Deferred:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . .
(50,007)
(8,852)
(1,590)
55,672
(581)
(3,983)
(5,310)
13,514
Total deferred provision . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,777)
3,640
(1,103)
1,952
(818)
7,089
7,120
Total expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (3,596)
$ 6,186
$11,342
During 2013, the Company’s net deferred tax liability was eliminated due mainly to a reduction in a
deferred liability related to definite-lived intangibles and for current period losses resulting in an increase to
offsetting deferred tax assets. On December 22, 2011, the Company was acquired by Holdings. The Company
recorded its intangible assets at fair value as a result of the acquisition. For U.S. GAAP purposes the definite-
lived intangible assets have accelerated amortization, while for tax purposes the intangible assets maintained
their historical basis and lives. As such, a deferred tax liability was established through purchase accounting. The
reversal of the 2012 deferred tax liability in 2013 resulted in a deferred tax benefit in 2013. The Company
established a valuation allowance on substantially all of their deferred tax assets during the year ended
December 31, 2013. The benefit had been reduced after the establishment of the valuation allowance by the
deferred tax expense associated with the tax amortization of assets that have an indefinite life for U.S. GAAP
purposes. The state income tax is primarily driven by states who tax the Company based on a gross margin tax.
The Company also has subsidiaries in Brazil and India that are generating taxable income and are driving the
current foreign tax.
129
The following table presents a reconciliation of the statutory federal rate, and the Company’s effective tax
rate, for the periods presented:
U.S. federal taxes at statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nondeductible stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Nondeductible transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nontaxable gain on redemption of equity interest . . . . . . . . . . . . . . . . . . . .
Other foreign permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign rate differential
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance—U.S.
Change in valuation allowance—foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior year true-up stock-based compensation—U.S. . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2013
2014
2015
34.0% 34.0%
3.2
(0.7)
(1.1)
—
—
—
(0.2)
(34.0)
(0.5)
0.4
—
1.1
5.9
(2.5)
(1.0)
—
(2.5)
0.6
(11.7)
(23.2)
(7.0)
(1.1)
(2.0)
(3.4)
34.0%
685.0
827.3
856.5
(674.9)
187.8
—
299.7
3,398.6
(130.8)
216.5
(132.8)
(217.5)
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2% (13.9)% 5,349.4%
The provision (benefit) for income taxes shown on the consolidated statements of operations differs from
amounts that would result from applying the statutory tax rates to income before taxes primarily because of state
income taxes, the impact of changes in state apportionment, jurisdiction mix of earnings, nondeductible
expenses, as well as the application of valuation allowances against U.S. and foreign assets.
The significant components of the Company’s deferred income tax assets and liabilities are as follows:
Deferred income tax assets:
Net operating loss carry forward . . . . . . . . . . . . . . . . . . . .
Credit carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
2014
2015
$ 70,070
724
910
571
18,385
4,200
5,360
$ 43,698
2,190
6,612
497
21,327
4,895
13,221
Total deferred income tax assets . . . . . . . . . . . . . . . . . . . .
100,220
92,440
Deferred income tax liabilities:
Purchased intangible assets . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax liabilities . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32,315)
(17,404)
(2,852)
(52,571)
(69,271)
(11,098)
(26,062)
(8,361)
(45,521)
(75,705)
Net deferred income tax liabilities . . . . . . . . . . . . . . . . . . .
$ (21,622)
$(28,786)
The Company conducts business globally and, as a result, its subsidiaries file income tax returns in U.S.
federal and state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company
may be subject to examination by taxing authorities throughout the world, including such major jurisdictions as
Brazil, India, the United Kingdom and the United States.
130
The Company files income tax returns in the United States for federal income taxes and in various state
jurisdictions. The Company also files in several foreign jurisdictions. In the normal course of business, the
Company is subject to examination by tax authorities throughout the world. Since the Company is in a loss carry-
forward position, the Company is generally subject to U.S. federal and state income tax examinations by tax
authorities for all years for which a loss carry-forward is utilized. The Company is currently under audit in India
for fiscal year ended March 31, 2015 and Israel for the fiscal years ended December 31, 2012, 2013 and 2014.
The statute of limitations in the Company’s other tax jurisdictions remains open for various periods between
2011 and the present. However, carryforward attributes from prior years may still be adjusted upon examination
by tax authorities if they are used in an open period.
F
o
r
m
1
0
-
K
The Company recognizes, in its consolidated financial statements, the effect of a tax position when it is
more likely than not, based on the technical merits, that the position will be sustained upon examination. The
Company has no unrecognized tax positions at December 31, 2014 and December 31, 2015 that would affect its
effective tax rate. The Company does not expect a significant change in the liability for unrecognized tax benefits
in the next 12 months.
The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of
deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are
more likely than not realizable, the Company evaluated all available positive and negative evidence, and
weighted the evidence based on its objectivity. Evidence the Company considered included:
• Net Operating Losses (“NOL”) incurred from the Company’s inception to December 31, 2015;
• Expiration of various federal and state tax attributes;
• Reversals of existing temporary differences;
• Composition and cumulative amounts of existing temporary differences; and
•
Forecasted profit before tax.
For the year ended December 31, 2015, the Company is in a pre-tax book income position. For the year
ended December 31, 2015, the Company was in a cumulative pre-tax book loss position for the preceding three
years. The Company has generated significant NOLs since inception, and as such, it has no U.S. loss carryback
capacity. In addition, the Company has a history of expiring state NOLs. The Company scheduled out the future
reversals of existing deferred tax assets and liabilities and concluded that these reversals did not generate
sufficient future taxable income to offset the existing net operating losses. After consideration of the available
evidence, both positive and negative, the Company has recorded a valuation allowance of $75.7 million as of
December 31, 2015. This provision for income taxes results from a combination of the activities of the
Company’s domestic and foreign subsidiaries.
For the years ended December 31, 2013, 2014 and 2015, the Company has recognized a tax expense
(benefit) of $(3.6) million, $6.2 million and $11.3 million, respectively, in the consolidated statements of
operations and comprehensive loss. The income tax expense for the year ended December 31, 2015 is primarily
attributable to a provision for federal and state current income taxes of $2.5 million, foreign current tax expense
of $1.7 million, federal and state deferred tax expense of $0.8 million and attributable to a $7.1 million increase
in the valuation allowance, partially offset by a foreign deferred benefit of $0.8 million related to the reductions
of deferred liabilities created in purchase accounting.
The income tax expense for the year ended December 31, 2014 was primarily attributable to a provision for
foreign taxes of $1.8 million, U.S. alternative minimum taxes of $0.5 million and $0.2 million of state taxes. The
remaining balance of $3.6 million for the year ended December 31, 2014 was primarily attributable to an
increase in U.S. deferred tax liabilities due to the differences in the accounting treatment of goodwill under U.S.
131
GAAP and the tax accounting treatment for goodwill of $5.8 million of U.S. federal and state deferred taxes,
partially offset by a foreign deferred benefit of $2.2 million related to the reductions of deferred liabilities created
in purchase accounting.
As of December 31, 2015, the Company had NOL carry-forwards available to offset future U.S. federal
taxable income of approximately $97.8 million and future state taxable income of approximately $111.2 million.
These NOL carry-forwards expire on various dates through 2034. Approximately $1.6 million of the U.S. federal
NOL carry-forwards and $0.7 million of the state NOL carry-forwards are from excess stock-based
compensation, for which the benefit will be recorded to additional paid-in capital when recognized. As of
December 31, 2015, the Company had NOL carry-forwards in foreign jurisdictions available to offset future
foreign taxable income by approximately $27.4 million. The Company has loss carry-forwards in India totaling
$2.9 million that expire in 2021. The Company also has loss carry-forwards in the United Kingdom, Israel and
Singapore of $23.4 million, $0.9 million, and $0.2 million, respectively, which have an indefinite carry-forward
period.
Utilization of the NOL carry-forwards may be subject to an annual limitation due to the ownership
percentage change limitations under Section 382 of the Internal Revenue Code (“Section 382 limitation”).
Ownership changes can limit the amount of net operating loss and other tax attributes that a company can use
each year to offset future taxable income and taxes payable. In connection with a change in control in 2011 the
Company was subject to Section 382 annual limitations of $77.1 million against the balance of NOL carry-
forwards generated prior to the change in control in 2011. Through December 31, 2013 the Company
accumulated the unused amount of Section 382 limitations in excess of the amount of NOL carry-forwards that
were originally subject to limitation. Therefore, these unused NOL carry-forwards are available for future use to
offset taxable income. The Company has completed an analysis of changes in its ownership from 2011, through
its IPO, to December 31, 2013. The Company concluded that there was not a Section 382 ownership change
during this period and therefore any NOLs generated through December 31, 2013, are not subject to any new
Section 382 annual limitations on NOL carry-forwards. On November 20, 2014, the Company completed a
follow-on offering of 13,000,000 shares of common stock. The underwriters also exercised their overallotment
option to purchase an additional 1,950,000 shares of common stock from the selling stockholders. The Company
performed an analysis of the impact of this offering and determined that no Section 382 change in ownership had
occurred.
On March 11, 2015, the Company closed a follow-on offering of its common stock, in which selling
stockholders sold 12,000,000 shares of common stock at a public offering price of $19.00 per share. The
underwriter also exercised its overallotment option to purchase an additional 1,800,000 shares of common stock
from the selling stockholders. The Company is currently completing an analysis of its ownership changes from
March 2015 through December 31, 2015, but does not believe the outcome of this analysis will result in an
additional ownership change based on the information available at this time.
As a result, all unused NOL carry-forwards at December 31, 2015 are available for future use to offset
taxable income.
Permanent Reinvestment of Foreign Earnings
The Company considers the operating earnings of its non-United States subsidiaries to be indefinitely invested
outside the United States under ASC 740-30 based on estimates that future and domestic cash generation will be
sufficient to meet future domestic cash needs. The Company has three cumulatively profitable foreign jurisdictions,
Brazil, India and U.A.E., which have generated approximately $7.3 million of profits outside of the United States. If
the Company were to repatriate these cumulative profits, there would be sufficient United States net operating
losses to offset the tax impact of the repatriation. If the Company decides to repatriate foreign earnings, the
Company would have to adjust the income tax provision in the period it determines that the earnings will no longer
be indefinitely vested outside the United States. In 2015, the Company provided taxes for royalty fees paid to its
U.A.E. subsidiary as Subpart F income subject to taxation under the U.S. Internal Revenue Code.
132
Except for Subpart F income, the Company has not provided taxes for the remaining $7.3 million of
undistributed earnings of its foreign subsidiaries because we plan to keep these amounts permanently reinvested
overseas except for instances where we can remit such earnings to the U.S. without an associated net tax cost. If
the Company decides to repatriate the foreign earnings, it would need to adjust its income tax provision in the
period it determines that the earnings will no longer be indefinitely invested outside the United States. Due to the
timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the
unrecognized deferred tax liability relating to such amounts.
F
o
r
m
1
0
-
K
15. Severance and Other Exit Costs
In connection with acquisitions, the Company may evaluate its data center, sales and marketing, support and
engineering operations and the general and administrative function in an effort to eliminate redundant costs. As a
result, the Company may incur charges for employee severance, exiting facilities and restructuring data center
commitments and other related costs.
During the year ended December 31, 2014, the Company implemented plans to further integrate and
consolidate its data center, support and engineering operations, resulting in severance and facility exit costs. The
severance charges were associated with eliminating approximately 90 positions across primarily support,
engineering operations and sales and marketing. The Company incurred severance costs of $2.3 million in the
year ended December 31, 2014 related to these restructuring activities. The employee-related charges associated
with these restructurings were completed during the year ended December 31, 2014. As of December 31, 2015,
the Company did not have any remaining accrued employee-severance related to these severance costs.
The Company had incurred facility costs associated with closing offices in Redwood City, California and
Englewood, Colorado. At the time of closing these offices, the Company had remaining lease obligations of
approximately $3.0 million for these vacated facilities through March 31, 2018. The Company recorded a
facilities charge for these future lease payments, less expected sublease income, of $2.1 million during the year
ended December 31, 2014. During the year ended December 31, 2015, the Company recorded an adjustment of
$0.6 million as a result of entering an agreement for an early buyout of the lease agreement for the Englewood,
Colorado facility.
The following table provides a summary of the activity for the year ended December 31, 2015 related to the
Company’s facilities exit costs accrual:
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . .
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facilities
(in thousands)
$1,855
(911)
104
(569)
Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . .
$ 479
During the year ended December 31, 2015, the Company implemented plans to enhance operational
efficiencies across the business, resulting in severance costs (the “2015 Restructuring Plan”). The severance
charges were associated with eliminating approximately 67 positions across the business. The Company incurred
severance costs of $2.1 million during the year ended December 31, 2015 related to these restructuring activities.
The Company completed employee-related charges associated with these restructurings during the year ended
December 31, 2015. The Company has paid $0.9 million of severance costs during the year ended December 31,
2015 and accrued a severance liability of $1.2 million as of December 31, 2015. The Company expects payments
to be completed during the year ended December 31, 2016 related to the 2015 Restructuring Plan.
133
The following table provides a summary of the activity for the year ended December 31, 2015 related to the
Company’s 2015 Restructuring Plan severance accrual:
Balance at December 31, 2014 . . . . . . . . . . . . . . . . .
Severance charges . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 Plan
Employee Severance
(in thousands)
$ —
2,058
(857)
Balance at December 31, 2015 . . . . . . . . . . . . . . . . .
$1,201
The following table presents severance charges recorded in the consolidated statement of operations and
comprehensive loss for the periods presented:
For the Year Ended
December 31,
2014
2015
(in thousands)
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 517
301
960
542
$ 524
555
636
343
Total severance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,320
$2,058
16. Commitments and Contingencies
Operating Leases
The Company has operating lease commitments for certain facilities and equipment that expire on various
dates through 2026. The following table outlines future minimum annual rental payments under these leases at
December 31, 2015:
Year Ending December 31,
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 9,247
10,379
8,601
8,892
8,663
26,172
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . .
$71,954
Total net rent expense incurred under non-cancellable operating leases for the years ended December 31,
2013, 2014 and 2015, were $8.9 million, $9.8 million and $8.2 million, respectively. Total sublease income for
the year ended December 31, 2015 was $0.2 million.
Contingencies
From time to time, the Company is involved in legal proceedings or subject to claims arising in the ordinary
course of its business. The Company is not presently a party to any legal proceedings that in the opinion of
management, if determined adversely to the Company, would have a material adverse effect on its business,
financial condition, operating results or cash flow. Regardless of the outcome, litigation can have an adverse
impact on the Company because of defense and settlement costs, diversion of management resources and other
factors.
134
F
o
r
m
1
0
-
K
On May 4, 2015, Christopher Machado, a purported holder of the Company’s stock, filed a civil action in
the United States District Court for the District of Massachusetts against the Company and its chief executive
officer and former chief financial officer, Machado v. Endurance International Group Holdings, Inc., et al, Civil
Action No. 1:15-cv-11775-GAO. The plaintiff filed an amended complaint on December 8, 2015 and the plaintiff
has recently been given leave to file a second amended the complaint, which will supersede the current
complaint.
The Company received a subpoena dated December 10, 2015 from the Boston Regional Office of the SEC,
requiring the production of certain documents, including, among other things, documents related to our financial
reporting, including operating and non-GAAP metrics, refund, sales and marketing practices and transactions
with related parties. The Company is fully cooperating with the SEC’s investigation, which is still in its
preliminary stages. The Company can make no assurances as to the time or resources that will need to be devoted
to this investigation or the final outcome, or the impact, if any, of this investigation on its business, financial
condition, results of operations and cash flows.
Constant Contact
On October 30, 2015, the Company entered into a definitive agreement pursuant to which it agreed to
acquire all of the outstanding shares of common stock of Constant Contact. The acquisition closed on February 9,
2016. Constant Contact contingencies are noted below.
On December 10, 2015, Constant Contact received a subpoena from the Boston Regional Office of the SEC,
requiring the production of documents pertaining to Constant Contact’s sales, marketing, and customer retention
practices, and periodic public disclosure of financial and operating metrics. The Company is fully cooperating
with the SEC’s investigation. The Company can make no assurances as to the time or resources that will need to
be devoted to this investigation or its final outcome, or the impact, if any, of this investigation or any related
legal or regulatory proceedings on the Company’s business, financial condition, results of operations and cash
flows.
On August 7, 2015, a purported class action lawsuit, William McGee v. Constant Contact, Inc., et al, was
filed in the United States District Court for the District of Massachusetts against Constant Contact and two of its
former officers. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and is premised
on allegedly false and/or misleading statements, and non-disclosure of material facts, regarding Constant
Contact’s business, operations, prospects and performance during the proposed class period of October 23, 2014
to July 23, 2015. This litigation is in its very early stages. The Company and the individual defendants intend to
vigorously defend all claims asserted. The Company cannot, however, make any assurances as to the outcome of
this proceeding.
In September 2012, RPost Holdings, Inc., RPost Communications Limited and RMail Limited, or
collectively, RPost, filed a complaint in the United States District Court for the Eastern District of Texas that
named Constant Contact as a defendant in a lawsuit. The complaint alleged that certain elements of Constant
Contact’s email marketing technology infringe five patents held by RPost. RPost seeks an award for damages in
an unspecified amount and injunctive relief. In February 2013, RPost amended its complaint to name five of
Constant Contact’s marketing partners as defendants. Under Constant Contact’s contractual agreements with
these marketing partners, it is obligated to indemnify them for claims related to patent infringement. Constant
Contact filed a motion to sever and stay the claims against its partners and multiple motions to dismiss the claims
against it. In January 2014, the case was stayed pending the resolution of certain state court and bankruptcy
actions involving RPost, to which Constant Contact is not a party. The stay was extended by agreement of the
parties in December 2014. This litigation is in its very early stages. The Company believes it has meritorious
defenses to any claim of infringement and intends to defend against the lawsuit vigorously.
On December 11, 2015, a putative class action lawsuit relating to the Constant Contact acquisition,
captioned Irfan Chawdry, Individually and On Behalf of All Others Similarly Situated v. Gail Goodman, et al.
135
Case No. 11797, or the Chawdry Complaint, and on December 21, 2015, a putative class action lawsuit relating
to the acquisition captioned David V. Myers, Individually and On Behalf of All Others Similarly Situated v. Gail
Goodman, et al. Case No. 11828, or the Myers Complaint (together with the Chawdry Complaint, the
Complaints) filed in the Court of Chancery of the State of Delaware naming Constant Contact, each of Constant
Contact’s directors, Endurance and Paintbrush Acquisition Corporation as defendants. The Complaints generally
allege, among other things, that in connection with the acquisition the directors of Constant Contact breached
their fiduciary duties owed to the stockholders of Constant Contact by agreeing to sell Constant Contact for
purportedly inadequate consideration, engaging in a flawed sales process, omitting material information
necessary for stockholders to make an informed vote, and agreeing to a number of purportedly preclusive deal
protection devices. The Complaints seek, among other things, to rescind the acquisition, as well as award of
plaintiffs’ attorneys’ fees and costs in the action. The defendants have not yet answered or otherwise responded
to either of these Complaints. The defendants believe the claims asserted in the Complaints are without merit and
intend to defend against these lawsuits vigorously.
17. Employee Benefit Plans
The Company has a defined contribution plan established under Section 401(k) of the Internal Revenue
Code (the “401(k) Plan”), which covers substantially all employees. Employees are eligible to participate in the
401(k) Plan beginning on the first day of the month following commencement of their employment. The 401(k)
Plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current
compensation by up to the statutorily prescribed limit, equal to $18,000 in 2015, and have the amount of the
reduction contributed to the 401(k) Plan. Beginning January 1, 2013, the Company matched 100% of each
participant’s annual contribution to the 401(k) plan up to 3% of the participant’s salary and then 50% of each
participant’s contribution up to 2% of each participant’s salary. The match immediately vests 100%. Matching
contributions by the Company to the 401(k) Plan related to the 2013, 2014 and 2015 plan years were
approximately $1.2 million, $2.2 million and $2.5 million, respectively.
In connection with an acquisition in 2011, the Company assumed a defined contribution plan established
under Section 401(k) of the Internal Revenue Code (the “Dotster 401(k) Plan”), in which employees were
eligible to participate upon the date of hire. Under the Dotster 401(k) Plan, the Company matched 100% of each
participant’s annual contribution to the Dotster 401(k) Plan up to 3% of each participant’s salary and then 50% of
each participant’s annual contribution to the Dotster 401(k) Plan up to 2% of each participant’s salary. The match
immediately vested 100%. A matching contribution by the Company related to the 2013 plan year in the amount
of $0.4 million was made to the Dotster 401(k) Plan. The Dotster 401(k) plan merged with the Company’s 401(k)
plan during the year ended December 31, 2014.
In connection with the HostGator acquisition in 2012, the Company assumed a defined contribution plan
established under Section 401(k) of the Internal Revenue Code (the “HostGator 401(k) Plan”), in which
employees were eligible to participate on the date of hire. Under the HostGator 401(k) Plan, the Company
matched 25% of each participant’s annual contribution up to 4% of each participant’s salary, vesting 100% after
three years of service. A matching contribution by the Company related to the 2013 plan year in the amount of
$0.1 million was made to the HostGator 401(k) Plan. The HostGator 401(k) plan merged with the Company’s
401(k) plan during the year ended December 31, 2014.
18. Related Party Transactions
The Company has various agreements in place with related parties. Below are details of related party
transactions that occurred during the years ended December 31, 2013, 2014 and 2015.
Tregaron:
The Company has contracts with Tregaron India Holdings, LLC and its affiliates, including Diya Systems
(Mangalore) Private Limited, Glowtouch Technologies Pvt. Ltd. and Touchweb Designs, LLC, (collectively,
136
“Tregaron”), for outsourced services, including email- and chat-based customer and technical support, network
monitoring, engineering and development support and web design and web building services. These entities are
owned directly or indirectly by family members of the Company’s chief executive officer, who is also a director
and stockholder of the Company.
During 2013 the Company expanded the services provided by Tregaron under the agreements to include
support of a newly formed entity in India related to our acquisition of HostGator India. The Company
inadvertently excluded the support of this Indian entity from its related party disclosures for 2013. The amount
previously reported as expense for the Tregaron services for the year ended December 31, 2013 was $7.3 million,
which is revised in providing prior period comparative amounts in the footnotes to the consolidated financial
statements for the year ended December 31, 2015 to $8.6 million.
F
o
r
m
1
0
-
K
In addition, the Company has revised amounts reported in the related party disclosures for the quarterly
periods during 2014. The full year amounts for Tregaron for 2014 were correctly reported. The following table
includes the revised amounts of related party transactions recorded in the consolidated statements of operations
and comprehensive loss for the years ended December 31, 2013, 2014 and 2015 relating to services provided by
Tregaron and its affiliates under these agreements:
For the Year Ended December 31,
2013
2013
2014
2014
As Reported As Revised As Reported As Revised
2015
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . .
Engineering and development . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . .
Total related party transaction expense . . . . . . . . . . .
$5,200
300
900
900
$7,300
$5,900
300
1,600
800
$8,600
(in thousands)
$ 7,400
600
1,700
700
$ 7,300
500
1,700
900
$10,200
700
1,100
300
$10,400
$10,400
$12,300
The amounts reflected in the consolidated statement of operations and comprehensive loss, consolidated
balance sheet and consolidated statement of cash flows for the Tregaron services for all periods during 2013,
2014 and 2015 were correctly reflected and do not require revision.
As of December 31, 2014, and 2015 approximately $1.4 million and $1.9 million, respectively, was
included in accounts payable and accrued expense relating to services provided by Tregaron.
Innovative Business Services, LLC:
The Company also has agreements with Innovative Business Services, LLC, (“IBS”), which provides multi-
layered third-party security applications that are sold by the Company. IBS is indirectly majority owned by the
Company’s chief executive officer and a director of the Company, each of whom are also stockholders of the
Company. During the year ended December 31, 2014, the Company’s principal agreement with this entity was
amended which resulted in the accounting treatment of expenses being recorded against revenue.
During 2013 the Company expanded the services provided by IBS under the agreements across all of its
entities. The Company inadvertently excluded the expenses related to the expanded relationship with IBS from
related party disclosures for 2013 and 2014. For the year ended December 31, 2013, the Company previously
reported cost of services related to the IBS services of $3.0 million, which is revised to $3.9 million in providing
prior period comparative amounts in the footnote to the consolidated financial statements for the year ended
December 31, 2015.
137
In addition, the Company has revised amounts reported in certain quarterly periods and the annual period
during 2014. The following table includes the revised amounts of related party transactions recorded in the
consolidated statements of operations and comprehensive loss for the years ended December 31, 2013, 2014 and
2015 relating to services provided by IBS under these agreements:
For the Year Ended December 31,
2013
2013
2014
2014
As Reported As Revised As Reported As Revised
2015
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenue (contra) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total related party transaction impact to revenue . . .
$ —
—
$ —
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,000
Total related party transaction expense, net . . . . . . . .
$3,000
$ (100)
—
$ (100)
4,000
$3,900
(in thousands)
$ —
600
$ 600
4,800
$5,400
$ (400)
600
$(1,300)
7,000
$ 200
$ 5,700
4,600
600
$4,800
$ 6,300
For the year ended December 31, 2014, the Company previously reported net expenses related to the IBS
services of $5.4 million, which is revised to $4.8 million, in providing prior period comparative amounts in the
footnotes to the consolidated financial statements for the year ended December 31, 2015.
The amounts reflected in the consolidated statement of operations and comprehensive loss, consolidated
balance sheet and consolidated statement of cash flows for the IBS services for all periods during 2013 and 2014
were correctly reflected and do not require revision.
As of December 31, 2014 and 2015, approximately $0.2 million and $0.2 million, respectively, was
included in prepaid expenses and other current assets relating to the Company’s agreements with IBS.
As of December 31, 2014 and 2015, approximately $0.9 million and $1.1 million, respectively was included
in accounts payable and accrued expense relating to the Company’s agreements with IBS.
As of December 31, 2014 and 2015, approximately $0.1 million and $0.3 million, respectively, was
included in accounts receivable relating to the Company’s agreements with IBS.
The Company entered into a three-year interest rate cap on December 9, 2015 with a subsidiary of Goldman
Sachs. Goldman Sachs is a significant shareholder of the Company. For more detail refer to Note 5 in the
consolidated financial statements.
19. Subsequent Events
With respect to the consolidated financial statements as of and for the year ended December 31, 2015, the
Company performed an evaluation of subsequent events through the date of this filing.
On January 6, 2016, the Company exercised an option to increase its stake in WZ UK Ltd., a provider of
technology and sales marketing services associated with web builder solutions, from 49% to 57.5%, in exchange
for a payment of approximately $2.1 million to the other shareholders of WZ UK Ltd. After certain performance
milestones are met, the Company has an option to purchase, and the other shareholders of WZ UK Ltd. have an
option to sell to the Company within three years, the remaining shares of WZ UK Ltd. at a per-share price to be
determined based on a multiple of revenue.
On October 30, 2015, the Company entered into a definitive agreement pursuant to which it agreed to
acquire all of the outstanding shares of common stock of Constant Contact for $32.00 per share in cash, for a
total purchase price of approximately $1.1 billion. Constant Contact is a leading provider of online marketing
tools that are designed for small organizations, including small businesses, associations and non-profits. The
acquisition closed on February 9, 2016.
138
The purchase price of $1.1 billion is being allocated on a preliminary basis to intangible assets consisting of
subscriber relationships, developed technology and trade names of $267.0 million, $88.0 million and $36.0
million, respectively, goodwill of $556.6 million, property and equipment of $32.0 million, working capital of
$172.0 million and other assets of $0.3 million, offset by deferred revenue of $39.8 million.
In connection with and concurrently with the acquisition, the Company entered into a $735.0 million
incremental first lien term loan facility and a $165.0 million revolving credit facility (which replaced its existing
$125.0 million revolving credit facility) and issued $350.0 million of 10.875% senior notes due 2024.
F
o
r
m
1
0
-
K
The following unaudited information is as if the Constant Contact acquisition was as of January 1, 2014.
The unaudited pro forma results are not necessarily indicative of the actual results that would have occurred had
the transaction actually taken place at the beginning of the period indicated. Unaudited pro forma revenue for the
years ended December 31, 2014 and 2015 is $960.9 million and $1,105.3 million, respectively. Unaudited pro
forma net loss for the years ended December 31, 2014 and 2015 is $135.0 million and $113.0 million,
respectively. The unaudited pro forma net loss includes adjustments for additional interest expense related to the
debt incurred in connection with the acquisition of Constant Contact.
20. Geographic and Other Information
Revenue, classified by the major geographic areas in which our customers are located, was as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$359,889
160,407
(in thousands)
$409,765
220,080
$465,446
275,869
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$520,296
$629,845
$741,315
Year Ended December 31,
2013
2014
2015
The following table presents the amount of tangible long-lived assets by geographic area:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
$55,191
1,646
$72,025
3,737
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$56,837
$75,762
2014
2015
(in thousands)
The Company’s revenues are generated primarily from products and services delivered on a subscription
basis, which include web hosting, domains, website builders, search engine marketing and other similar services.
The Company also generates non-subscription revenues through domain monetization and marketing
development funds. Non-subscription revenues increased from $28.3 million, or 4% of total revenue for the year
ended December 31, 2014 to $52.6 million, or 7% of revenue for the year ended December 31, 2015. The
increase in non-subscription revenues is primarily due to the acquisitions of Directi and BuyDomains.
139
21. Quarterly Financial Data (unaudited)
The following table presents the Company’s unaudited quarterly financial data:
For the three months ended
March 31,
2014
June 30,
2014
Sept. 30,
2014
Dec. 31,
2014
March 31,
2015
June 30,
2015
Sept. 30,
2015
Dec. 31,
2015
(in thousands, except per share data)
$145,750 $151,992 $160,167 $171,936 $177,318 $182,431 $188,523 $193,043
$ 56,559 $ 59,381 $ 62,751 $ 69,666 $ 76,344 $ 77,494 $ 77,750 $ 84,692
$ (5,499) $ (1,085) $
5,254 $ 13,808 $ 17,199 $ 12,548 $
9,113 $ 14,326
$ (19,285) $ (13,448) $ (7,898) $ (2,204) $
884 $ (2,071) $ (15,351) $ (9,232)
$
(0.15) $
(0.11) $
(0.06) $
(0.02) $
0.01 $
(0.02) $
(0.12) $
(0.07)
Revenue
Gross profit
Income (loss) from
operations
Net income (loss)
attributable to
Endurance International
Group Holdings, Inc.
Basic and diluted net
income (loss) per share
attributable to
Endurance International
Group Holdings, Inc.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2015, our management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure
controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls
and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to
the company’s management, including its principal executive and principal financial officers, as appropriate to
allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Based upon that evaluation of our disclosure controls and procedures as of December 31, 2015,
our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and
procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, as a process designed by, or under the supervision of our chief executive and chief financial
officers and effected by our board of directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and disposition of our assets;
140
F
o
r
m
1
0
-
K
•
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorization of our management and
directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
polices or procedures may deteriorate.
Our audited consolidated financial statements include the results of Verio, which we acquired on May 26,
2015, World Wide Web Hosting, which we acquired on June 25, 2015 and Ecommerce, which we acquired on
November 2, 2015. The scope of our assessment of the effectiveness of our internal control over financial
reporting as of December 31, 2015, does not include the internal controls of Verio, World Wide Web Hosting
and Ecommerce as management determined that it would not be practical to conduct a sufficiently
comprehensive assessment of the internal controls of Verio, World Wide Web Hosting and Ecommerce based on
the dates of the acquisitions and management’s other time commitments. Guidance issued by the Securities and
Exchange Commission permits companies to exclude acquisitions from their assessment of internal control over
financial reporting for the first fiscal year in which the acquisition occurred. Verio, World Wide Web Hosting
and Ecommerce represented approximately 2% of our total revenues for the year ended December 31, 2015.
Under the supervision and with the participation of our management, our chief executive officer and chief
financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2015. In making this assessment, we used criteria set forth in the 2013 framework established
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework. Based on our assessment, management (including our Chief Executive Officer and Chief
Financial Officer) has concluded that as of December 31, 2015, our internal control over financial reporting was
effective.
The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited
by BDO USA LLP, an independent registered public accounting firm, as stated in the following report:
141
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Endurance International Group Holdings, Inc.
Burlington, Massachusetts
We have audited Endurance International Group Holdings, Inc.’s internal control over financial reporting as
of December 31, 2015 based on criteria established in Internal Control – Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Endurance
International Group Holdings, Inc.’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management Report on Internal Control Over Financial Reporting appearing
under Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
As indicated in the accompanying Item 9A, Management’s Report on Internal Control Over Financial
Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of Verio, which was acquired on May 26, 2015, World Wide Web
Hosting, which was acquired on June 25, 2015 and Ecommerce which was acquired on November 2, 2015, and
which are included in the consolidated balance sheet of Endurance International Group Holdings, Inc. as of
December 31, 2015, and the related consolidated statement of operations and comprehensive loss, stockholders’
equity, and cash flows for the year then ended. Verio, World Wide Web Hosting and Ecommerce constituted 2%
of revenues for the year ended December 31, 2015. Management did not assess the effectiveness of internal
control over financial reporting of Verio, World Wide Web Hosting and Ecommerce because of the timing of the
acquisitions which were completed during 2015. Our audit of internal control over financial reporting of
Endurance International Group Holdings, Inc. also did not include an evaluation of the internal control over
financial reporting of Verio, World Wide Web Hosting and Ecommerce.
142
In our opinion, Endurance International Group Holdings Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2015, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Endurance International Group Holdings, Inc. as of
December 31, 2014 and 2015, and the related consolidated statements of operations and comprehensive loss,
changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31,
2015 and our report dated February 29, 2016 expressed an unqualified opinion thereon.
F
o
r
m
1
0
-
K
/s/ BDO USA, LLP
Boston, Massachusetts
February 29, 2016
143
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the fiscal quarter ended December 31, 2015 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, or ITRA, which
added Section 13(r) to the Exchange Act, we are required to disclose in our annual or quarterly reports, as
applicable, whether we or any of our affiliates knowingly engaged in certain activities, transactions or dealings
relating to Iran or with individuals or entities that are subject to sanctions under U.S. law. Disclosure is generally
required even where the activities, transactions or dealings were conducted in compliance with applicable law.
On December 2, 2015, we terminated a subscriber account, or the Subscriber Account, that we believe to be
associated with Issam Shammout and Sky Blue Bird Aviation, or Shammout, identified by the Office of Foreign
Assets Control, or OFAC, as a Specially Designated National, or SDN, on May 21, 2015, pursuant to 31 C.F.R.
Part 594. The Subscriber Account was inadvertently migrated to our servers following our acquisition of the
assets of Arvixe, on October 31, 2014. Pursuant to the terms of the asset purchase agreement between the
Company and Arvixe, any customer accounts prohibited by OFAC were expressly excluded from the acquisition.
Accordingly, we do not believe we took legal ownership of the Subscriber Account, and no revenue was
collected in connection with the Subscriber Account since the date on which Shammout was added to the SDN
list. Nonetheless, upon identifying that the Subscriber Account had been migrated to our servers, we promptly
suspended all services and terminated the Subscriber Account. We reported the Subscriber Account to OFAC as
potentially the property of a SDN subject to blocking pursuant to Executive Order 13224. To date, we have not
received any correspondence from OFAC regarding this matter.
In addition, Warburg Pincus LLC, or WP LLC, affiliates of which (i) beneficially own more than 10% of
our outstanding common stock and/or are members of our board of directors and (ii) beneficially own more than
10% of the equity interests of, and have the right to designate members of the board of directors of, Santander
Asset Management Investment Holdings Limited, or SAMIH, has informed us that, during the reporting period,
Santander UK plc, or Santander UK, and Santander ISA Managers Limited, or SIML, each of which are affiliates
of SAMIH and WP LLC, engaged in activities subject to disclosure pursuant to Section 219 of ITRA and
Section 13(r) of the Exchange Act. As a result, we are required to provide disclosure as set forth below pursuant
to Section 219 of ITRA and Section 13(r) of the Exchange Act. WP LLC has informed us that SAMIH has
provided WP LLC with the information below relevant to Section 219 of ITRA and Section 13(r) of the
Exchange Act.
At the time of the events described below, SAMIH and its non-U.S. affiliates, including Santander UK and
SIML, may have been deemed to be under common control with us, but this statement is not meant to be an
admission that common control existed or exists. We have no control over or involvement in the activities of
SAMIH or its non-U.S. affiliates, including Santander UK and SIML, or any of its subsidiaries or predecessor
companies, and we were not involved in the preparation of, nor have we independently verified, the information
provided by SAMIH to WP LLC. The disclosure below does not relate to any activities conducted by us and does
not involve us or our management. The disclosure relates solely to activities conducted by SAMIH and its non-
U.S. affiliates, including Santander UK and SIML. We are not representing to the accuracy or completeness of
the disclosure below, and we undertake no obligation to correct or update this information.
We understand that SAMIH’s affiliates intend to disclose in their next annual or quarterly report that
Santander UK holds frozen savings accounts and one current account for two customers resident in the United
Kingdom who are currently designated by the United States for terrorism. The accounts held by each customer
were blocked after the customer’s designation and have remained blocked and dormant throughout 2015.
Revenue generated by Santander UK on these accounts is negligible.
144
F
o
r
m
1
0
-
K
We also understand that SAMIH’s affiliates intend to disclose in their next annual or quarterly report that an
Iranian national, resident in the United Kingdom, who is currently designated by the United States under the Iran
Financial Sanctions Regulations and the Weapons of Mass Destruction Proliferators Sanctions Regulations, or
the NPWMD sanctions program, holds a mortgage with Santander UK that was issued prior to any such
designation. No further drawdown has been made or would be allowed under this mortgage although Santander
UK continues to receive repayment installments. In 2015, total revenue in connection with the mortgage was
approximately £3,876 while net profits were negligible relative to the overall profits of Santander UK. Santander
UK does not intend to enter into any new relationships with this customer, and any disbursements will only be
made in accordance with applicable sanctions. The same Iranian national also holds two investment accounts
with SIML. The funds within both accounts are invested in the same portfolio fund. The accounts have remained
frozen during 2015. The investment returns are being automatically reinvested, and no disbursements have been
made to the customer. Total revenue for Santander group in connection with the investment accounts was
approximately £188 while net profits in 2015 were negligible relative to the overall profits of Banco Santander,
S.A.
We also understand that SAMIH’s affiliates intend to disclose in their next annual or quarterly report that,
during the third quarter of 2015, two additional Santander UK customers were designated by the United States
for terrorism. First, a United Kingdom national designated by the United States under the Specially Designated
Global Terrorist, or SDGT, sanctions program who is on the United States SDN list holds a bank account which
generated revenue of approximately £180 during the third and fourth quarter of 2015. The account is blocked.
Net profits in the third and fourth quarter of 2015 were negligible relative to the overall profits of Banco
Santander, S.A. Second, a United Kingdom national, also designated by the United States under the SDGT
sanctions program and who is also on the United States SDN list, held a bank account. No transactions were
made in the third and fourth quarter of 2015 and the account is blocked and in arrears.
We also understand that SAMIH’s affiliates intend to disclose in their next annual or quarterly report that,
during the fourth quarter of 2015, Santander UK identified one additional customer who was designated by the
United States for terrorism. A United Kingdom national designated by the United States under the SDGT
sanctions program and who is on the United States SDN list held a bank account which generated negligible
revenue during the fourth quarter of 2015. The account was closed during the fourth quarter of 2015. Net profits
in the fourth quarter of 2015 were negligible relative to the overall profits of Banco Santander, S.A.
145
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this item is incorporated by reference from the information disclosed under the
heading “Management and Corporate Governance” and under the subheading “Section 16(a) Beneficial
Ownership Reporting Compliance” in our definitive proxy statement for the 2016 Annual Meeting of
Stockholders, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this
report relates.
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. The
text of our Code of Business Conduct and Ethics is posted in the Corporate Governance section of our website,
www.endurance.com. We intend to disclose on our website any amendments to, or waivers from, our Code of
Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of
Item 5.05 of Form 8-K.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information disclosed under the
heading “Executive Compensation” and under the subheading “Compensation Committee Interlocks and Insider
Participation” in our definitive proxy statement for the 2016 Annual Meeting of Stockholders, which we intend to
file with the SEC within 120 days of the end of the fiscal year to which this report relates.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item is incorporated by reference to the information disclosed under the
heading “Principal Stockholders” and under the subheading “Equity Compensation Plan Information” in our
definitive proxy statement for the 2016 Annual Meeting of Stockholders, which we intend to file with the SEC
within 120 days of the end of the fiscal year to which this report relates.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to the information disclosed under the
heading “Related Person Transactions” and under the subheading “Director Independence” in our definitive
proxy statement for the 2016 Annual Meeting of Stockholders, which we intend to file with the SEC within 120
days of the end of the fiscal year to which this report relates.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the information disclosed under the
proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive
proxy statement for the 2016 Annual Meeting of Stockholders, which we intend to file with the SEC within 120
days of the end of the fiscal year to which this report relates.
146
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
PART IV
For a list of the consolidated financial statements included herein, which are incorporated into this Item by
reference, see Index to Consolidated Financial Statements on page 90 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
Schedules have been omitted since they are either not required or not applicable or the information is
otherwise included herein.
(3) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately
preceding such exhibits, which Exhibit Index is incorporated herein by reference.
F
o
r
m
1
0
-
K
147
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
Date: February 29, 2016
By: /s/ Hari Ravichandran
Hari Ravichandran
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hari Ravichandran
Hari Ravichandran
/s/ Marc Montagner
Marc Montagner
/s/ Timothy Mathews
Timothy Mathews
/s/ James C. Neary
James C. Neary
/s/ Dale Crandall
Dale Crandall
/s/ Joseph P. DiSabato
Joseph P. DiSabato
/s/ Tomas Gorny
Tomas Gorny
/s/ Michael Hayford
Michael Hayford
/s/ Peter J. Perrone
Peter J. Perrone
/s/ Chandler J. Reedy
Chandler J. Reedy
/s/ Justin L. Sadrian
Justin L. Sadrian
Chief Executive
Officer and Director (Principal
Executive Officer)
February 29, 2016
Chief Financial Officer
(Principal Financial Officer)
February 29, 2016
Chief Accounting Officer
(Principal Accounting Officer)
February 29, 2016
Chairman of the Board
February 29, 2016
Director
Director
Director
Director
Director
Director
Director
148
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
F
o
r
m
1
0
-
K
Exhibit
Number
2.1*
3.1
3.2
4.1
4.2
4.3
10.1#
10.2#
10.3#
EXHIBIT INDEX
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Agreement and Plan of
Merger, dated October
30, 2015, by and
among Constant
Contact, Inc.,
Endurance
International Group
Holdings, Inc., and
Paintbrush Acquisition
Corporation
Restated Certificate of
Incorporation of the
Registrant
Amended and Restated
Bylaws of the
Registrant
Specimen certificate
evidencing shares of
common stock of the
Registrant
Second Amended and
Restated Registration
Rights Agreement by
and among the
Registrant and the
other parties thereto
Stockholders
Agreement by and
among the Registrant
and certain holders of
the Registrant’s
common stock
2013 Stock Incentive
Plan
Form of Stock Option
Agreement under the
2013 Stock Incentive
Plan
Form of Restricted
Stock Agreement
under the 2013 Stock
Incentive Plan
Form
File Number
Date of Filing
Exhibit
Number
8-K
001-36131
November 2, 2015
2.1
S-1/A 333-191061
October 23, 2013
3.3
S-1/A 333-191061
October 23, 2013
3.5
S-1/A 333-191061
October 8, 2013
4.1
10-Q
001-36131
November 7, 2014
4.2
10-Q
001-36131
November 7, 2014
4.3
S-1/A 333-191061
October 11, 2013
10.1
S-1/A 333-191061
October 8, 2013
10.2
S-1/A 333-191061
October 8, 2013
10.3
149
Exhibit
Number
10.4#
10.5#
10.6#
10.7#
10.8#
10.9#
10.10#
10.11#
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Form of Director Stock
Option Agreement
under the 2013 Stock
Incentive Plan
Form of Restricted
Stock Agreement and
Acknowledgment
Form of Modification
to Restricted Stock
Agreement and
Acknowledgment
Stock Option
Agreement between
the Registrant and Hari
Ravichandran, dated
October 25, 2013
Restricted Stock Unit
Agreement between
the Registrant and Hari
Ravichandran, dated
October 25, 2013, as
amended by
Amendment No. 1,
dated as of
December 12, 2013
Restricted Stock Unit
Agreement between
the Registrant and Hari
Ravichandran, dated
October 25, 2013, as
amended by
Amendment No. 1,
dated as of
December 12, 2013
Performance-Based
Restricted Stock
Agreement between
the Registrant and Hari
Ravichandran, dated
September 18, 2015
Letter Agreement
between the Registrant
and Tivanka Ellawala,
dated December 31,
2015
Form
File Number
Date of Filing
Exhibit
Number
S-1/A 333-191061
October 8, 2013
10.29
S-1/A 333-191061
October 8, 2013
10.25
10-K
001-36131
February 28, 2014
10.6
10-K
001-36131
February 28, 2014
10.7
10-K
001-36131
February 28, 2014
10.8
10-K
001-36131
February 28, 2014
10.9
8-K
001-36131 September 21, 2015
10.1
X
150
F
o
r
m
1
0
-
K
Exhibit
Number
10.12#
10.13#
10.14#
10.15#
10.16#
10.17#
10.18#
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
2015 Management
Incentive Plan of the
Registrant
Offer Letter, dated as
of April 11, 2011, by
and between The
Endurance
International Group,
Inc. and Ronald
LaSalvia
Bonus Arrangement
for Ronald LaSalvia
Offer Letter, dated as
of April 30, 2011, by
and between The
Endurance
International Group,
Inc. and John Mone
Employment
Agreement, dated as of
October 10, 2012, by
and among EIG
Investors Corp.,
Tivanka Ellawala and,
solely with respect to
Section 6 thereof, WP
Expedition Topco LLC
Employment
Agreement, dated as of
September 30, 2013,
between Hari
Ravichandran and the
Registrant, as amended
by Amendment No. 1,
dated as of October 11,
2013
Amendment No. 2 to
Ravichandran
Employment
Agreement, dated as of
September 18, 2015,
by and between the
Registrant and Hari
Ravichandran
Form
File Number
Date of Filing
Exhibit
Number
10-K
001-36131
February 27, 2015
10.10
S-1
333-191061
September 9, 2013
10.21
10-Q
001-36131
May 9, 2014
10.2
S-1
333-191061
September 9, 2013
10.22
S-1
333-191061
September 9, 2013
10.23
S-1/A 333-191061
October 11, 2013
10.24
8-K
001-36131 September 21, 2015
10.2
151
Exhibit
Number
10.19#
10.20#
10.21
10.22
10.23
10.24
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Employment
Agreement, dated as of
August 3, 2015, by and
between Endurance
International Group
Holdings, Inc. and
Marc Montagner
Form of
Indemnification
Agreement entered into
between the Registrant
and each director and
executive officer
Gross Lease, dated
May 17, 2012, by and
between The
Endurance
International Group,
Inc. and MEPT
Burlington, LLC, as
amended on June 13,
2013
Second Amendment to
Lease, dated as of
March 28, 2014, by and
between Burlington
Centre Owner LLC and
The Endurance
International Group,
Inc.
Third Amendment to
Lease, dated as of
September 24, 2014, by
and between Burlington
Centre Owner LLC and
The Endurance
International Group,
Inc.
Fourth Amendment to
Lease, dated as of
November 14, 2014, by
and between Burlington
Centre Owner LLC and
The Endurance
International Group,
Inc.
Form
File Number
Date of Filing
Exhibit
Number
8-K
001-36131
August 4, 2015
10.1
S-1/A 333-191061
October 8, 2013
10.19
S-1
333-191061
September 9, 2013
10.5
10-Q
001-36131
May 9, 2014
10.5
10-Q
001-36131
November 7, 2014
10.1
10-K
001-36131
February 27, 2015
10.10
152
F
o
r
m
1
0
-
K
Exhibit
Number
10.25+
10.26+
10.27+
10.28+
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Collocation/
Interconnection
License, dated as of
May 29, 2007, by and
between The
Endurance
International Group,
Inc. and Markley
Boston, LLC, as
amended on June 1,
2007, August 31, 2008,
December 4, 2008,
April 30, 2009,
February 2011 and
February 2, 2012
Collocation/
Interconnection
License, dated as of
February 2, 2012, by
and between The
Endurance International
Group, Inc. and One
Summer Collocation,
LLC, as amended
January 4, 2013
Master Services
Agreement, dated as of
April 30, 2009, by and
between The Endurance
International Group,
Inc. and Switch and
Data Management
Company LLC
Master Service
Agreement (United
States), dated as of
November 28, 2011, by
and between The
Endurance International
Group, Inc. and Equinix
Operating Co., Inc., as
amended by
Replacement Order
110712 and
Replacement Order
112014, each effective
as of December 2, 2014
Form
File Number
Date of Filing
Exhibit
Number
S-1
333-191061
September 9, 2013
10.7
S-1
333-191061
September 9, 2013
10.11
S-1
333-191061
September 9, 2013
10.8
10-K
001-36131
February 27, 2015
10.10
153
Exhibit
Number
10.29+
10.30
10.31
10.32
10.33
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Master Service
Agreement, dated as of
June 20, 2013, by and
between
HostGator.com LLC
and CyrusOne LLC
Refinancing
Amendment, dated as of
November 25, 2013, by
and among the
refinancing lenders
party thereto, the
revolving lenders party
thereto, the Registrant,
EIG Investors Corp.,
and Credit Suisse AG,
as Administrative Agent
Third Amended and
Restated Credit
Agreement, dated as of
November 25, 2013,
by and among the
Registrant, EIG
Investors Corp., as
Borrower, the lenders
party thereto, and
Credit Suisse AG, as
Administrative Agent
Amended and Restated
Collateral Agreement,
dated as of November
25, 2013, by and
among the Registrant,
EIG Investors Corp.,
the other grantors party
thereto, and Credit
Suisse AG, as
Administrative Agent
Amended and Restated
Master Guarantee
Agreement, dated as of
November 25, 2013, by
and among the
Registrant, EIG
Investors Corp., the
other guarantors party
thereto, and Credit
Suisse AG, as
Administrative Agent
Form
File Number
Date of Filing
Exhibit
Number
S-1
333-191061
September 9, 2013
10.26
10-K
001-36131
February 28, 2014
10.23
10-K
001-36131
February 28, 2014
10.24
10-K
001-36131
February 28, 2014
10.25
10-K
001-36131
February 28, 2014
10.26
154
F
o
r
m
1
0
-
K
Exhibit
Number
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Form
File Number
Date of Filing
Exhibit
Number
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
Subsidiaries of the
Registrant
Consent of BDO USA,
LLP
Certification of
Principal Executive
Officer Pursuant to
Rule 13a-14(a)/15d-
14(a) of the Securities
Exchange Act of 1934,
as amended
Certification of
Principal Financial
Officer Pursuant to
Rule 13a-14(a)/15d-
14(a) of the Securities
Exchange Act of 1934,
as amended
Certification of
Principal Executive
Officer Pursuant to 18
U.S.C. § 1350, as
adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of
2002
Certification of
Principal Financial
Officer Pursuant to 18
U.S.C. § 1350, as
adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of
2002
XBRL Instance
Document
XBRL Taxonomy
Extension Schema
Document
XBRL Taxonomy
Extension Calculation
Linkbase Document
155
X
X
X
X
X
X
X
X
X
Exhibit
Number
101.DEF
101.LAB
101.PRE
Description of Exhibit
Incorporated by Reference
Filed
Herewith
Furnished
Herewith
Form
File Number
Date of Filing
Exhibit
Number
XBRL Taxonomy
Extension Definition
Linkbase Document
XBRL Taxonomy
Extension Label
Linkbase Document
XBRL Taxonomy
Extension Presentation
Linkbase Document
X
X
X
*
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Endurance agrees to furnish
supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon
request.
# Management contract or any compensatory plan, contract or agreement.
+
Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed
separately with the Securities and Exchange Commission.
156
P
r
o
x
y
S
t
a
t
e
m
e
n
t
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
10 Corporate Drive, Suite 300
Burlington, Massachusetts 01803
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 26, 2016
The 2016 Annual Meeting of Stockholders of Endurance International Group Holdings, Inc. will be held on
Thursday, May 26, 2016 at 2:00 p.m., Eastern time, at the Boston Marriott Burlington at One Burlington Mall
Road, Burlington, Massachusetts 01803. At the Annual Meeting, stockholders will consider and act upon the
following matters:
1. To elect three Class III directors nominated by our Board of Directors, each to serve for a term ending in
2019, or until his successor has been duly elected and qualified;
2. To approve, in a non-binding advisory “say-on-pay” vote, the compensation of our named executive
officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and
accompanying narrative disclosures in this proxy statement;
3. To recommend, in a non-binding advisory “say-on-frequency” vote, the frequency of future advisory “say-on-
pay” votes;
4. To approve an amendment and restatement of our 2013 Stock Incentive Plan to, among other things,
increase the number of shares of common stock authorized for issuance under the plan from 18,000,000 to
38,000,000;
5. To ratify the appointment of BDO USA, LLP, an independent registered public accounting firm, as our
independent auditors for the year ending December 31, 2016; and
6. To transact such other business as may properly come before the Annual Meeting or any adjournment or
postponement thereof.
Stockholders of record on our books at the close of business on March 31, 2016, the record date for the
Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
If you are a stockholder of record, please vote over the internet at www.proxyvote.com, by telephone at
(800) 690-6903 or, if you elected to receive printed materials, by mail. If your shares are held in “street name,” that
is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that
you must follow for your shares to be voted.
Whether or not you plan to attend the Annual Meeting in person, we urge you to take the time to vote
your shares.
You may obtain directions to the location of the Annual Meeting on our website at
http://ir.endurance.com/events.cfm. We intend to limit attendance at the Annual Meeting to stockholders or their
legal proxies. To be admitted, you must bring photo identification and—if you are a beneficial owner of shares
held in “street name”—proof of stock ownership on the record date. If you plan on attending, please RSVP by
Friday, May 20, 2016 to Angela White at 781-852-3450, or by e-mail to ir@endurance.com.
By Order of the Board of Directors,
DAVID C. BRYSON
Secretary
April 12, 2016
TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING . . . . . . . . . . . . . . . . .
MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RELATED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRINCIPAL STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 1—ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE
COMPENSATION ADVISORY VOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 4—AMENDMENT AND RESTATEMENT OF 2013 STOCK INCENTIVE PLAN . . . . . . . . .
PROPOSAL 5—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS . . . . . . . . . . . . .
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
8
17
24
25
47
51
51
52
53
65
66
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
10 Corporate Drive, Suite 300
Burlington, Massachusetts 01803
PROXY STATEMENT
For the 2016 Annual Meeting of Stockholders on May 26, 2016
This proxy statement and the accompanying proxy card are being furnished in connection with the
solicitation of proxies by our Board of Directors for use at the 2016 Annual Meeting of Stockholders, to be held
on Thursday, May 26, 2016 at 2:00 p.m., Eastern time, at the Boston Marriott Burlington at One Burlington Mall
Road, Burlington, Massachusetts 01803, and at any adjournment or postponement thereof.
All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is
specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Annual
Meeting of Stockholders.
This proxy statement, the accompanying proxy card and our 2015 Annual Report to Stockholders were first
made available to stockholders on or about April 12, 2016.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
For the 2016 Annual Meeting of Stockholders on May 26, 2016
This proxy statement and the 2015 Annual Report to Stockholders are available for viewing, printing
and downloading at www.proxyvote.com.
A copy of our Annual Report on Form 10-K (including financial statements and schedules) for the
year ended December 31, 2015, as filed with the Securities and Exchange Commission, or SEC, except for
exhibits, will be furnished without charge to any stockholder upon written or oral request to:
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Endurance International Group Holdings, Inc.
Attn: Investor Relations
10 Corporate Drive, Suite 300
Burlington, Massachusetts 01803
Telephone: (781) 852-3200
This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2015
are also available on the SEC’s website, www.sec.gov.
1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Q. Why did I receive these proxy
A. We are providing these proxy materials to you in connection with
materials?
the solicitation by our Board of Directors, or Board, of proxies to be
voted at our 2016 Annual Meeting of Stockholders, or Annual
Meeting, to be held at the Boston Marriott Burlington at One
Burlington Mall Road, Burlington, Massachusetts 01803 on
Thursday, May 26, 2016 at 2:00 p.m., Eastern time.
Q. Who can vote at the Annual
A. Our Board has fixed March 31, 2016 as the record date for the
Meeting?
Q. How do I gain admission to
the Annual Meeting?
Annual Meeting. If you were a stockholder of record on the record
date, you are entitled to vote (in person or by proxy) all of the
shares that you held on that date at the Annual Meeting and at any
postponement or adjournment thereof.
On the record date, we had 137,988,527 shares of common stock
outstanding (each of which entitles its holder to one vote per share).
A. We intend to limit attendance at the Annual Meeting to
stockholders or their legal proxies. If you are a record owner and
your shares are registered directly in your name, you must bring a
valid, government-issued photo identification. If you are a
beneficial owner of shares held in “street name,” meaning they are
held for your account by a broker or other nominee, you must bring
a valid, government-issued photo identification and proof of
beneficial ownership, such as: 1) a copy of the voting information
form from your bank or broker with your name on it; 2) a letter
from your bank or broker stating that you owned shares of our
common stock as of the record date; or 3) an original brokerage
account statement indicating that you owned shares of our common
stock as of the record date.
Stockholders are encouraged to attend the meeting. If you plan on
attending, we ask that you please RSVP by Friday, May 20, 2016 to
Angela White at 781-852-3450, or by e-mail to ir@endurance.com.
Q. How do I vote?
A.
If your shares are registered directly in your name, you may
vote:
(1) Over the Internet: Go to the website of our tabulator,
Broadridge Financial Solutions, Inc., or Broadridge, at
www.proxyvote.com, and follow the instructions provided on the
Notice of Internet Availability of Proxy Materials you received.
You must specify how you want your shares voted or your
internet vote cannot be completed and you will receive an error
message. Your shares will be voted according to your
instructions. You must submit your internet proxy before 11:59
p.m., Eastern time, on May 25, 2016, the day before the Annual
Meeting, for your proxy to be valid and your vote to count.
(2) By Telephone: Call (800) 690-6903, toll free from the United
States, Canada and Puerto Rico, and follow the recorded
instructions. You must specify how you want your shares
voted and confirm your vote at the end of the call or your
telephone vote cannot be completed. Your shares will be voted
according to your instructions. You must submit your
telephonic proxy before 11:59 p.m., Eastern time, on May 25,
2016, the day before the Annual Meeting, for your proxy to be
valid and your vote to count.
2
P
r
o
x
y
S
t
a
t
e
m
e
n
t
(3) By Mail: If you elected to receive printed materials, you may
complete and sign your proxy card included with those
materials and mail it in the enclosed postage prepaid envelope
to Broadridge. Broadridge must receive the proxy card not
later than May 25, 2016, the day before the Annual Meeting,
for your proxy to be valid and your vote to count. Your shares
will be voted according to your instructions.
If you do not specify how you want your shares voted, they
will be voted as recommended by our Board.
(4) In Person at the Annual Meeting: If you attend the Annual
Meeting, you may deliver your completed proxy card in person
or you may vote by completing a ballot, which we will provide
to you at the Annual Meeting.
If your shares are held in “street name,” meaning they are held
for your account by a broker or other nominee, you may vote:
(1) Over the Internet or by Telephone: You will receive
instructions from your broker or other nominee if they permit
internet or telephone voting. You should follow those
instructions.
(2) By Mail: If you have elected to receive printed materials, you
will receive instructions from your broker or other nominee
explaining how you can vote your shares by mail. You should
follow those instructions.
(3) In Person at the Meeting: Contact your broker or other
nominee who holds your shares to obtain a legal proxy and
bring it with you to the Annual Meeting. A legal proxy is not
the form of proxy included with this proxy statement. You will
not be able to vote shares you hold in street name in person
at the Annual Meeting unless you have a legal proxy from
your broker or other nominee issued in your name giving
you the right to vote your shares.
If your shares are registered directly in your name, you may
revoke your proxy and change your vote at any time before the
Annual Meeting. To do so, you must do one of the following:
(1) Vote over the internet or by telephone as instructed above.
Only your latest internet or telephone vote is counted. You
may not change your vote over the internet or by telephone
after 11:59 p.m., Eastern time, on May 25, 2016.
(2)
If you have elected to receive printed materials, sign a new
proxy and submit it as instructed above. Only your latest dated
proxy, received by Broadridge not later than May 25, 2016,
will be counted.
(3) Attend the Annual Meeting, request that your proxy be revoked
and vote in person as instructed above. Attending the Annual
Meeting will not revoke your internet vote, telephone vote or
proxy, as the case may be, unless you specifically request it.
If your shares are held in street name, you may submit new
voting instructions by contacting your broker or other nominee.
You may also vote in person at the Annual Meeting if you obtain a
legal proxy as described in the answer above.
3
Q. Can I change my vote?
A.
Q. Will my shares be voted if I
do not return my proxy?
A.
If your shares are registered directly in your name, your shares
will not be voted if you do not vote over the internet, by telephone,
by returning a proxy card via the mail or by ballot at the Annual
Meeting.
If your shares are held in street name, your broker or other
nominee may, under certain circumstances, vote your shares if you
do not timely return your proxy. Brokers can vote their
customers’ unvoted shares on discretionary matters but cannot
vote such shares on non-discretionary matters. If you do not
timely return a proxy to your broker to vote your shares, your
broker may, on discretionary matters, either vote your shares or
leave your shares unvoted.
The election of directors (Proposal 1), the advisory “say-on-
pay” vote (Proposal 2), the advisory “say-on-frequency” vote
(Proposal 3) and the amendment and restatement of our 2013
Stock Incentive Plan (Proposal 4) are non-discretionary
matters. The ratification of the appointment of our independent
auditors (Proposal 5) is a discretionary matter.
We encourage you to provide voting instructions to your broker or
other nominee by giving your proxy to them. This ensures that your
shares will be voted at the Annual Meeting according to your
instructions.
Q. How many shares must be
present to hold the Annual
Meeting?
A. A majority of our outstanding shares of common stock must be
present to hold the Annual Meeting and conduct business. This is
called a quorum. For purposes of determining whether a quorum
exists, we count as present any shares that are voted over the
internet, by telephone, by completing and submitting a proxy
through the mail or that are represented in person at the meeting.
Further, for purposes of establishing a quorum, we will count as
present shares that a stockholder holds even if the stockholder votes
to abstain or only votes on one of the proposals. In addition, we will
count as present shares held in street name by banks, brokers or
nominees that indicate on their proxies that they do not have
authority to vote those shares on non-discretionary matters. If a
quorum is not present, we expect to adjourn the Annual Meeting
until we obtain a quorum.
Q. What vote is required to
A. Proposal 1—Election of Three Class III Directors
approve each proposal and
how are votes counted?
The three nominees for Class III director receiving the highest
number of votes FOR election will be elected as directors. This is
called a plurality. Proposal 1 is a non-discretionary matter.
Therefore, if your shares are held in street name and you do not
vote your shares, your broker or other nominee cannot vote your
shares on Proposal 1. Shares held in street name by brokers or
nominees who indicate on their proxies that they do not have
authority to vote the shares on Proposal 1 will not be counted as
votes FOR or WITHHELD from any nominee and will be treated as
“broker non-votes.” Broker non-votes will have no effect on the
voting on Proposal 1. With respect to Proposal 1, you may:
•
•
vote FOR all nominees;
vote FOR one or more nominees and WITHHOLD your vote
from the other nominee(s); or
• WITHHOLD your vote from all nominees.
4
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Votes that are withheld will not be included in the vote tally for the
election of directors and will not affect the results of the vote.
Proposal 2—Non-Binding Advisory “Say-on-Pay” Vote on the
Compensation of our Named Executive Officers
To approve Proposal 2, stockholders holding a majority of the votes
cast on the matter must vote FOR the approval of the compensation
of our named executive officers, as described in the “Compensation
Discussion and Analysis,” executive compensation tables and
accompanying narrative disclosures in this proxy statement.
Proposal 2 is a non-discretionary matter. Therefore, if your
shares are held in street name and you do not vote your shares, your
broker or other nominee cannot vote your shares on Proposal 2.
Shares held in street name by brokers or nominees who indicate on
their proxies that they do not have authority to vote the shares on
Proposal 2 will not be counted as votes FOR or AGAINST Proposal
2 and will be treated as broker non-votes. Broker non-votes will
have no effect on the voting on Proposal 2. If you vote to
ABSTAIN on this Proposal 2, your shares will not be voted FOR or
AGAINST the proposal and will not be counted as votes cast or
shares withheld on Proposal 2. Voting to ABSTAIN will have no
effect on the voting on Proposal 2. With respect to Proposal 2, you
may:
•
•
vote FOR the non-binding resolution;
vote AGAINST the non-binding resolution; or
• ABSTAIN from voting on the non-binding resolution.
As an advisory vote, this proposal is not binding. The outcome of
this advisory vote will not overrule any decision by us or our Board
(or any committee thereof). However, our Compensation
Committee and our Board value the opinions expressed by our
stockholders in their vote on this proposal and will consider the
outcome of the vote when making future compensation decisions
for our named executive officers.
Proposal 3—Non-Binding Advisory “Say-on-Frequency” Vote
to Recommend Whether Future “Say-on-Pay” Votes Should
Occur Every One, Two or Three Years
To recommend the frequency of future non-binding stockholder
“Say-on-Pay” votes, you may:
•
•
•
vote CHOICE 1 (every year);
vote CHOICE 2 (every two years);
vote CHOICE 3 (every three years); or
• ABSTAIN from voting on the non-binding resolution.
The frequency choice that receives the highest number of votes cast
will be considered to be the preferred frequency of our stockholders
with which we are to hold future advisory “say-on-pay” votes on
executive compensation. Proposal 3 is a non-discretionary
matter. Therefore, if your shares are held in street name and you do
not vote your shares, your broker or other nominee cannot vote your
shares on Proposal 3. Shares held in street name by brokers or
nominees who indicate on their proxies that they do not have
authority to vote the shares on Proposal 3 will not be counted as
5
votes for any of the frequency choices or an abstention from the
proposal. If you vote to ABSTAIN on Proposal 3, your shares will
not be voted for or against the proposal and will also not be counted
as votes cast or shares voting on the proposal. As a result, broker
non-votes and votes to ABSTAIN will have no effect on the voting
on the proposal.
Our Board will take into consideration the outcome of this vote in
determining the frequency of future executive compensation
advisory votes. However, as an advisory vote, this proposal is non-
binding, and our Board may decide that it is in our best interests and
those of our stockholders to hold the advisory “say-on-pay” vote to
approve executive compensation more or less frequently.
Proposal 4—Amendment and Restatement of 2013 Stock
Incentive Plan
To approve Proposal 4, stockholders holding a majority of the votes
cast on the matter must vote FOR the proposal. Proposal 4 is a
non-discretionary matter. Therefore, if your shares are held in
street name and you do not vote your shares, your broker or other
nominee cannot vote your shares on Proposal 4. Shares held in
street name by brokers or nominees who indicate on their proxies
that they do not have authority to vote the shares on Proposal 4 will
not be counted as votes in favor of or against the proposal, and will
also not be counted as votes cast or shares voting on the proposal. If
you vote to ABSTAIN on Proposal 4, your shares will not be voted
for or against the proposal and will also not be counted as votes cast
or shares voting on the proposal. As a result, broker non-votes and
votes to ABSTAIN will have no effect on the voting on the
proposal.
Proposal 5—Ratification of Appointment of Independent
Auditors
To approve Proposal 5, stockholders holding a majority of the votes
cast on the matter must vote FOR the proposal. Proposal 5 is a
discretionary matter. Therefore, if your shares are held in street
name and you do not vote your shares, your broker or other
nominee may vote your unvoted shares on Proposal 5. If you vote to
ABSTAIN on Proposal 5, your shares will not be voted FOR or
AGAINST the proposal and will also not be counted as votes cast
or shares voting on the proposal. Voting to ABSTAIN will have no
effect on the voting on Proposal 5.
Although stockholder approval of our Audit Committee’s
appointment of BDO USA, LLP, or BDO, as our independent
auditors for the year ending December 31, 2016 is not required, we
believe that it is advisable to give stockholders an opportunity to
ratify this appointment. If Proposal 5 is not approved at the Annual
Meeting, our Audit Committee may reconsider its appointment of
BDO as our independent auditors for the year ending December 31,
2016.
6
Q. Are there other matters to be
voted on at the Annual
Meeting?
Q. Where can I find the voting
results?
Q. Who bears the costs of
soliciting these proxies?
A. We do not know of any matters that may come before the Annual
Meeting other than the election of three Class III directors, the
advisory “say-on-pay” vote, the advisory “say-on-frequency” vote,
the approval of the amendment and restatement of our 2013 Stock
Incentive Plan, and the ratification of the appointment of our
independent auditors. If any other matters are properly presented at
the Annual Meeting, the persons named in the accompanying proxy
intend to vote, or otherwise act, in accordance with their judgment
on the matter.
A. We will report the voting results in a Current Report on Form 8-K
within four business days following the adjournment of the Annual
Meeting.
A. We will bear the cost of soliciting proxies. In addition to these
proxy materials, our directors, officers and employees may solicit
proxies without additional compensation. We may reimburse
brokers or persons holding stock in their names, or in the names of
their nominees, for their expenses in sending proxies and proxy
material to beneficial owners.
P
r
o
x
y
S
t
a
t
e
m
e
n
t
7
MANAGEMENT AND CORPORATE GOVERNANCE
Board of Directors
The following table sets forth the name, age and position of each of our directors as of March 18, 2016.
Name
Age
Position
Hari Ravichandran . . . . . . . . . . . . . . . . . . . . . . . . . . .
James C. Neary(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . .
40
51
Chief Executive Officer and Director
Chairman of the Board
Dale Crandall(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74 Director
Joseph P. DiSabato(2)(3)
. . . . . . . . . . . . . . . . . . . . . .
49 Director
Tomas Gorny . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40 Director
Michael Hayford(1)
. . . . . . . . . . . . . . . . . . . . . . . . . .
56 Director
Peter J. Perrone(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48 Director
Chandler J. Reedy(3)
. . . . . . . . . . . . . . . . . . . . . . . . .
35 Director
Justin L. Sadrian(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
43 Director
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Nominating and Corporate Governance Committee
Hari Ravichandran, a founder of our company, has served as a director of our company periodically since
its inception and continuously since 2007 and as our chief executive officer since March 2011. Previously,
Mr. Ravichandran served as our president from December 2009 to February 2016, and prior to that he had
responsibility for a range of strategic, technology, operational and financial matters at our company. We believe
that as a founder, and based on Mr. Ravichandran’s detailed knowledge of our company and our business, his
service as our chief executive officer and his long career in the internet solutions industry, Mr. Ravichandran
provides a critical contribution to our Board.
James C. Neary has served as our chairman since December 2011. Mr. Neary is a managing director and
partner at Warburg Pincus and joined the firm in 2000. Mr. Neary is co-head of the firm’s industrial and business
services group and a member of the firm’s executive management group. From 2010 to 2013, he led the firm’s
late-stage efforts in the technology and business services sectors. From 2004 to 2010, he was co-head of the
firm’s technology, media and telecommunications investment efforts. From 2000 to 2004, he led the firm’s
capital markets activities. Prior to joining Warburg Pincus, Mr. Neary was a managing director at Chase
Securities and worked in the leveraged finance group at Credit Suisse First Boston. Currently, he is a director of
five private companies and a trustee of a not-for-profit institution. Within the last five years, Mr. Neary has
served on the board of Fidelity National Information Services, Inc., a bank technology processing company. We
believe Mr. Neary is qualified to serve on our Board due to his extensive knowledge of strategy and business
development, wide-ranging experience as a director and as chairman of other companies and his deep familiarity
with our company.
Dale Crandall has served as a director of our company since June 2013. Mr. Crandall founded Piedmont
Corporate Advisors, Inc., a private financial consulting firm, in 2003 and currently serves as its president.
Mr. Crandall also serves as a director of Ansell Limited, Bridgepoint Education, Inc. and two private companies.
Previously, Mr. Crandall served as lead trustee of The Dodge & Cox Mutual Funds, and as a director of Coventry
Health Care, Inc. and Metavante Technologies, Inc. We believe Mr. Crandall is qualified to serve on our Board
due to his strong foundation in financial reporting and accounting matters for complex organizations and his
extensive executive leadership and management experience.
8
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Joseph P. DiSabato has served as a director of our company since December 2011. Mr. DiSabato worked
for Goldman Sachs from 1988 to 1991, rejoined Goldman Sachs in 1994 and has served as managing director in
its Principal Investment Area since 2000. Mr. DiSabato serves as a director for four private companies. We
believe Mr. DiSabato is qualified to serve on our Board due to his extensive knowledge of financial and
accounting matters and his familiarity with our company.
Tomas Gorny has served as a director of our company since 2007. Mr. Gorny also co-founded and served as
chief executive officer and chairman of iPower, Inc. from 2001 to 2007 and, following our acquisition of iPower
in 2007, he remained in a senior leadership role at iPower until 2010. Mr. Gorny is the chief executive officer and
chairman of Unitedweb, Inc., a company that invests in internet and technology companies, where he has served
since 2008 when he co-founded the company. In addition to serving as a director of Unitedweb, Mr. Gorny
serves on the board of many of the private companies in which Unitedweb has invested. We believe Mr. Gorny is
qualified to serve on our Board due to his extensive experience in our industry and detailed knowledge of our
company and our business.
Michael D. Hayford has served as a director of our company since June 2013. From October 2009 until his
retirement in June 2013, Mr. Hayford served as the chief financial officer at Fidelity National Information
Services, Inc. Prior to joining Fidelity National Information Services, Mr. Hayford was with Metavante
Technologies, Inc., a bank technology processing company, from 1992 through September 2009. He served as
the chief operating officer at Metavante Technologies from May 2006 through September 2009 and as the
president from November 2008 through September 2009. From November 2007 through October 2009,
Mr. Hayford served on the board of Metavante Technologies. Mr. Hayford is a member of the board of directors
and chairman of the audit committee of West Bend Mutual Insurance Company. We believe Mr. Hayford is
qualified to serve on our Board due to his extensive executive leadership and management experience, as well as
his background in financial reporting and accounting matters.
Peter J. Perrone has served as a director of our company since December 2011. Mr. Perrone is the chief
financial officer at Percolate Industries, Inc., a marketing technology company, where he has served since
December 2015. Previously, Mr. Perrone served as the chief financial officer of Limelight Networks, Inc., a
digital presence management company, from November 2013 to December 2015, and as its senior vice president
from August 2013 to November 2013. Mr. Perrone also served as a director of Limelight Networks from 2006 to
August 2013. From 1999 to August 2013, Mr. Perrone was with Goldman Sachs, where he had served as
managing director in its Principal Investment Area since 2007. Within the last five years, Mr. Perrone has served
on the board of six private companies. We believe Mr. Perrone is qualified to serve on our Board due to his
experience evaluating and providing guidance and strategic advice to technology and software companies, as
well as his deep familiarity with our company.
Chandler J. Reedy has served as a director of our company since December 2011. Mr. Reedy is a managing
director and partner at Warburg Pincus, where he has also served as an associate and as a principal, and joined
the firm in 2004. Mr. Reedy focuses on the firm’s late-stage investments in the technology and business services
sectors. Prior to joining Warburg Pincus, he worked in UBS’ Investment Banking Division where he advised
corporations and financial sponsors on mergers and acquisitions and leveraged financings. Currently, Mr. Reedy
is a director of three private companies. Within the last five years, he has served on the board of three additional
private companies. We believe Mr. Reedy is qualified to serve on our Board due to his extensive knowledge of
strategy and business development, wide-ranging experience as a director and deep familiarity with our
company.
Justin L. Sadrian has served as a director of our company since December 2011. Mr. Sadrian is a managing
director and partner at Warburg Pincus and joined the firm in 2000. Mr. Sadrian leads the firm’s West Coast
office and focuses on media, internet and information investments. Prior to joining the firm, Mr. Sadrian worked
at JP Morgan in its investment banking and private equity groups. Currently, he is a director of Grubhub Inc.,
five private companies and two not-for-profit institutions. Within the last five years, Mr. Sadrian has served on
9
the boards of four additional private companies. We believe Mr. Sadrian is qualified to serve on our Board due to
his extensive knowledge of strategy and business development, wide-ranging experience as a director and deep
familiarity with our company.
There are no family relationships among any of our directors or executive officers.
Composition of the Board of Directors
Our Board currently consists of nine members. The current members of our Board were elected in
compliance with the provisions of a stockholders agreement among our company and certain holders of our
common stock. See “Related Person Transactions—Stockholders Agreement.” In particular, investment funds
and entities affiliated with Warburg Pincus designated Messrs. Neary, Reedy and Sadrian, and may designate up
to one additional director, for election to our Board, and investment funds and entities affiliated with Goldman
Sachs designated Mr. DiSabato, for election to our Board. Our directors hold office until their successors have
been elected and qualified or until the earlier of their resignation or removal.
In accordance with the terms of our restated certificate of incorporation and amended and restated bylaws,
our Board is divided into three classes, each of whose members will serve for staggered three year terms. The
members of the classes are divided as follows:
•
•
•
the Class I directors are Messrs. Hayford, Perrone and Reedy, and their terms will expire at our annual
meeting of stockholders held in 2017;
the Class II directors are Messrs. Crandall, Gorny and Sadrian, and their terms will expire at our annual
meeting of stockholders held in 2018; and
the Class III directors are Messrs. DiSabato, Neary and Ravichandran, and their terms will expire at
this Annual Meeting.
Our stockholders agreement provides that investment funds and entities affiliated with Warburg Pincus are
entitled to designate up to:
•
•
•
four directors for election to our Board for so long as certain investment funds and entities affiliated
with Warburg Pincus hold an aggregate of at least 32,339,279 shares of our common stock, which
represents 50% of the shares of our common stock that they held immediately following the closing of
our initial public offering, or IPO;
three directors for election to our Board for so long as certain investment funds and entities affiliated
with Warburg Pincus hold an aggregate of at least 16,169,640 shares of our common stock, which
represents 25% of the shares of our common stock that they held immediately following the closing of
our IPO; and
one director for election to our Board for so long as certain investment funds and entities affiliated with
Warburg Pincus hold an aggregate of at least 8,084,820 shares of our common stock, which represents
12.5% of the shares of our common stock that they held immediately following the closing of our IPO.
In addition, our stockholders agreement provides that investment funds and entities affiliated with Goldman
Sachs are entitled to designate one director to our Board for so long as investment funds and entities affiliated
with Goldman Sachs hold an aggregate of at least 5,213,194 shares of our common stock, which represents 25%
of the shares of our common stock that they held immediately following the closing of our IPO.
Our restated certificate of incorporation provides that the authorized number of directors may be changed
only by our Board, subject to the rights of any holders of any series of our preferred stock; provided that the
authorized number of directors may not exceed ten as long as investment funds and entities affiliated with either
Warburg Pincus or Goldman Sachs are entitled to designate at least one director. Any additional directorships
resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly
as possible, each class will consist of one-third of the directors. This classification of our Board may have the
effect of delaying or preventing changes in our control or management.
10
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Our stockholders agreement provides that any director designated by investment funds and entities affiliated
with either Warburg Pincus or Goldman Sachs may be removed with or without cause only by investment funds
and entities affiliated with either Warburg Pincus or Goldman Sachs, respectively. In addition, our restated
certificate of incorporation and our amended and restated bylaws provide that our directors may be removed only
for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be
entitled to cast in an annual election of directors; provided that for so long as investment funds and entities
affiliated with either Warburg Pincus or Goldman Sachs, collectively, hold at least a majority of our outstanding
capital stock, our directors, other than a director designated by investment funds and entities affiliated with either
Warburg Pincus or Goldman Sachs, may be removed with or without cause by the affirmative vote of the holders
of a majority of our outstanding capital stock.
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for
a new three-year term at the annual meeting of stockholders in the year in which their term expires. An election
of our directors by our stockholders will be determined by a plurality of the votes cast by the stockholders
entitled to vote on the election.
Director Independence
Our common stock is listed on the NASDAQ Global Select Market. Rule 5605 of the NASDAQ Listing
Rules requires a majority of a listed company’s board of directors to be comprised of independent directors. In
addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed
company’s audit, compensation and nominating and corporate governance committees be independent and that
audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as
an “independent director” if, in the opinion of our Board, that person does not have a relationship that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to
be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may
not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other
board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the
listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its
subsidiaries.
Our Board has undertaken a review of the composition of the Board and its committees and the
independence of each director. Based upon information requested from and provided by each director concerning
his background, employment and affiliations, including family relationships, our Board has determined that each
of our directors, with the exception of Messrs. Ravichandran and Gorny, is an “independent director” as defined
under Rule 5605(a)(2) of the NASDAQ Listing Rules. Our Board also determined that Messrs. Crandall, Hayford
and Perrone, who are members of our Audit Committee, Messrs. DiSabato, Neary and Sadrian, who comprise our
Compensation Committee, and Messrs. DiSabato, Neary and Reedy, who comprise our Nominating and
Corporate Governance Committee, satisfy the respective independence standards for such committees established
by the SEC and the NASDAQ Listing Rules, as applicable. In making such determinations, our Board considered
the relationships that each such non-employee director has with our company and all other facts and
circumstances our Board deemed relevant in determining independence, including the beneficial ownership of
our capital stock by each non-employee director.
Board Leadership Structure
Our corporate governance guidelines provide that the roles of chairman of the Board and chief executive
officer may be separated or combined. Our Board has considered its leadership structure and determined that at
this time the roles of chairman of the Board and chief executive officer should be separate. Separating the
chairman and the chief executive officer positions allows our chief executive officer to focus on running the
11
business, while allowing the chairman of our Board to lead the Board in its fundamental role of providing advice
to and oversight of management. Mr. Neary has been an integral part of the leadership of our company and our
Board since December 2011, and his strategic vision has guided our growth and performance. Our Board
believes that Mr. Neary is best situated to ensure that the Board’s attention and efforts are focused on the most
critical matters. Mr. Ravichandran has served as our chief executive officer since March 2011. As our Board has
determined that each of our directors other than Messrs. Ravichandran and Gorny is independent, our Board
believes that the independent directors provide effective oversight of management. Our Board believes that its
leadership structure is appropriate because it strikes an effective balance between strategy development and
independent leadership and management oversight in the board process.
Board Committees
Our Board has established Audit, Compensation, and Nominating and Corporate Governance Committees,
each of which operates under a charter that has been approved by our Board. A copy of each committee’s charter
has been posted on the corporate governance section of our website, www.endurance.com.
Audit Committee
The Audit Committee’s responsibilities include:
•
•
•
appointing, approving the compensation of, and assessing the independence of our independent
registered public accounting firm;
overseeing the work of our independent registered public accounting firm, including through the
receipt and consideration of reports from such firm;
reviewing and discussing with management and the independent registered public accounting firm our
annual and quarterly financial statements and related disclosures;
• monitoring our internal control over financial reporting, disclosure controls and procedures and code of
business conduct and ethics;
overseeing our internal audit function;
overseeing our risk assessment and risk management policies;
establishing policies regarding hiring employees from the independent registered public accounting
firm and procedures for the receipt and retention of accounting-related complaints and concerns;
•
•
•
• meeting independently with our internal auditing staff, independent registered public accounting firm
and management;
•
•
reviewing and approving or ratifying any related person transactions; and
preparing the Audit Committee report required by SEC rules to be included in our proxy statement for
our annual meeting of stockholders.
All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us
by our independent registered public accounting firm must be approved in advance by our Audit Committee.
The members of our Audit Committee are Messrs. Crandall, Hayford and Perrone. The Audit Committee
met fourteen times during 2015 and acted by written consent three times.
Our Board has determined that Mr. Crandall is an “audit committee financial expert” as defined by
applicable SEC rules.
12
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Compensation Committee
The Compensation Committee’s responsibilities include:
•
•
•
•
•
•
•
•
reviewing and approving, or making recommendations to our Board with respect to, compensation of
our chief executive officer;
reviewing and approving, or making recommendations to our Board with respect to, the compensation
of our other executive officers;
overseeing the evaluation of our senior executives;
overseeing and administering our cash and equity incentive plans;
annually reviewing and making recommendations to our Board with respect to director compensation;
periodically reviewing and making recommendations to the Board with respect to management
succession planning;
reviewing and discussing with management our “Compensation Discussion and Analysis”; and
preparing the Compensation Committee report required by SEC rules to be included in our proxy
statement for our annual meeting of stockholders.
The members of our Compensation Committee are Messrs. DiSabato, Neary and Sadrian. The
Compensation Committee met five times during 2015 and acted by written consent five times. For additional
information about the role and responsibilities of our Compensation Committee, see “Executive Compensation—
Compensation Discussion and Analysis—Setting Executive Compensation—Oversight of Executive
Compensation Program.”
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee’s responsibilities include:
•
•
•
•
identifying individuals qualified to become Board members;
recommending to our Board the persons to be nominated for election as directors and to each of the
Board’s committees;
developing and recommending to the Board corporate governance principles; and
overseeing an annual evaluation of the Board.
The members of our Nominating and Corporate Governance Committee are Messrs. DiSabato, Neary and
Reedy. The Nominating and Corporate Governance Committee met four times during 2015.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves, or served during 2015, as a member of the board of directors or
compensation committee, or other committee serving an equivalent function, of any entity that has one or more
executive officers who serve as members of our Board or our Compensation Committee. None of the members of
our Compensation Committee is an officer or employee of our company, nor has any member ever been an
officer or employee of our company.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and
employees, including our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We have posted a current copy of the code on our website,
www.endurance.com. In addition, we intend to post on our website all disclosures that are required by law or the
NASDAQ Listing Rules concerning any amendments to, or waivers from, any provision of the code.
13
Director Nomination Process
The process followed by our Nominating and Corporate Governance Committee to identify and evaluate
director candidates (other than directors appointed by Warburg Pincus and Goldman Sachs pursuant to our
stockholders agreement) includes requests to Board members and others for recommendations, meetings from
time to time to evaluate biographical information and background material relating to potential candidates and
interviews of selected candidates by members of the Nominating and Corporate Governance Committee and our
Board.
In considering whether to recommend any particular candidate for inclusion in the Board’s slate of
recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria
specified in our corporate governance guidelines. These criteria include the candidate’s integrity, business
acumen, commitment to understanding our business and industry, experience, conflicts of interest and ability to
act in the interests of stockholders. The Nominating and Corporate Governance Committee does not assign
specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee.
Our Board does not have a formal policy with respect to diversity, but our corporate governance guidelines
provide that the backgrounds and qualifications of the directors considered as a group should provide a
significant breadth of experience, knowledge and abilities that will assist the Board in fulfilling its
responsibilities.
The director biographies on pages 8 to 9 indicate each director nominee’s experience, qualifications,
attributes and skills that led the Board to conclude that each should continue to serve as a member of our Board.
Our Board believes that each of the director nominees has had substantial achievement in his professional and
personal pursuits, and possesses talents and experience that will contribute to our success.
Stockholder Nominations
Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for
consideration as potential director candidates by submitting their names, together with appropriate biographical
information and background materials and a statement as to whether the stockholder or group of stockholders
making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of
the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate
Secretary, Endurance International Group Holdings, Inc., 10 Corporate Drive, Suite 300, Burlington, MA 01803.
Assuming that appropriate biographical and background material has been provided on a timely basis, the
Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by
following substantially the same process, and applying the same criteria, as it follows for candidates submitted by
others.
Stockholders also have the right under our bylaws to directly nominate director candidates, without any
action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by
following the procedures set forth under “Stockholder Proposals for 2017 Annual Meeting.” If the Board
determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or
her name will be included in our proxy statement and proxy card for the next annual meeting. Otherwise,
candidates nominated by stockholders in accordance with the procedures set forth in the bylaws will not be
included in our proxy statement and proxy card for the next annual meeting.
Board Meetings and Attendance
Our Board met, either in person or telephonically, nine times during 2015 and acted by written consent
seven times. During 2015, each director attended at least 75% of the aggregate of the number of Board meetings
and the number of meetings held by all committees on which he then served.
14
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Our directors are invited to attend our annual meetings of stockholders, but are not required to do so.
Messrs. Ravichandran, Neary, Crandall, DiSabato, Hayford, Perrone, Reedy and Sadrian attended our 2015
annual meeting of stockholders.
Communicating with the Independent Directors
Our Board will give appropriate attention to written communications that are submitted by stockholders, and
will respond if and as appropriate. The chairman of the Board, with the assistance of our chief legal officer, is
primarily responsible for monitoring communications from stockholders and for providing copies or summaries
to the other directors as he considers appropriate.
Communications are generally forwarded to all directors, or to specified individual directors, if applicable,
if they relate to important substantive matters and include suggestions or comments that our chief legal officer
considers to be important for the directors to know. In general, communications relating to corporate governance
and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs,
personal grievances and matters as to which we receive repetitive or duplicative communications.
Stockholders who wish to send communications to our Board should address such communications to Board
of Directors, c/o Corporate Secretary, Endurance International Group Holdings, Inc., 10 Corporate Drive, Suite
300, Burlington, MA 01803.
Executive Officers Who Are Not Directors
The following table sets forth the name, age and position of each of our executive officers who are not also
directors as of March 18, 2016.
Name
Age
Position
Marc Montagner . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David C. Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
55
50
63
Chief Financial Officer
President and Chief Operating Officer
Chief Administrative Officer
Chief Legal Officer
Marc Montagner has served as our chief financial officer since September 2015. Mr. Montagner was
previously chief financial officer at LightSquared, Inc. from January 2012 until August 2015. Previously, he had
been executive vice president of strategy, development and distribution at LightSquared from 2009 to 2010. On
May 14, 2012, LightSquared filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. From June
2010 to December 2011, Mr. Montagner served as managing partner of DuPont Circle Partners LLC. Prior to
joining LightSquared in February of 2009, Mr. Montagner was managing director and co-head of the Global
Telecom, Media and Technology Merger and Acquisition Group at Banc of America Securities. Until 2006, he
was senior vice president, corporate development and M&A with the Sprint Nextel Corporation. Prior to 2002,
Mr. Montagner was a managing director in the Media and Telecom Group at Morgan Stanley.
Ronald LaSalvia has served as our president since February 2016 and our chief operating officer since May
2013. Previously, Mr. LaSalvia served as our executive vice president, operations from May 2011 through May
2013. Prior to joining Endurance, Mr. LaSalvia was with Decision Strategies International, a global consulting
firm, where he held multiple positions, including chief operating officer from June 2009 to April 2011, director
of operations from December 2008 to May 2009 and senior consultant from July 2007 to December 2008.
Kathy Andreasen has served as our chief administrative officer since February 2016 and our chief people
officer since September 2012. From October 2011 to October 2012, Ms. Andreasen was an independent human
15
resources strategy consultant. From October 2010 to September 2011, she served as chief people officer of AOL
Inc. From December 2009 to October 2010, Ms. Andreasen served as chief human resources officer of Orchard
Brands, a multi-channel retailer. From May 2008 to June 2009, Ms. Andreasen was head of human resources of
Bill Me Later, a division of eBay Inc.
David C. Bryson has served as our chief legal officer since July 2013. He served as an executive vice
president from May 2011 until July 2013 and as our general counsel from April 2005 until July 2013, as well as
from 2000 to 2002. From 2002 to 2004, Mr. Bryson served as chief regulatory counsel at FleetBoston Financial
Corporation.
16
P
r
o
x
y
S
t
a
t
e
m
e
n
t
RELATED PERSON TRANSACTIONS
Other than compensation arrangements for our directors and named executive officers, which are described
elsewhere in the “Executive Compensation” section of this proxy statement, below we describe transactions since
January 1, 2015 to which we were a party or will be a party, in which:
•
•
the amounts involved exceeded or will exceed $120,000; and
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member
of the immediate family of, or person sharing the household with, the foregoing persons, had or will
have a direct or indirect material interest.
Commercial Arrangements With Related Parties
Tregaron India Holdings, LLC, dba GlowTouch Technologies, provides us with a range of India-based
outsourced services, including email- and chat-based customer and technical support, billing support, compliance
monitoring, domain registrar support, marketing support, network monitoring, engineering and development
support and web design and web building services. Certain of these services are provided to us by GlowTouch
Technologies through its affiliates, including Diya Systems (Mangalore) Private Limited, or Diya, Glowtouch
Technologies Pvt. Ltd, or Glowtouch, and Touch Web Designs, LLC, or Touch Web.
Diya provides outsourced sales and support services, as well as electricity and associated IT systems, to
certain of our India-based businesses. Diya also leases office space to us pursuant to a deed of lease which
extends through March 31, 2022, although we may terminate the lease early subject to payment of specified
termination fees. Currently, rent under the lease is approximately $25,000 per month based on current exchange
rates and increases by 5% annually through the end of the term.
Vidya Ravichandran and Indira Ravichandran, Mr. Ravichandran’s sister and mother, respectively, are
majority owners of GlowTouch Technologies. Dr. V. Ravichandran, Mr. Ravichandran’s father, is chief
executive officer of both Diya and Glowtouch and Vidya Ravichandran is president of GlowTouch Technologies
and Touch Web. In 2015, we recorded expenses of $12.3 million for the services provided to us and office space
leased to us by GlowTouch Technologies and its affiliates.
Innovative Business Services, LLC, or IBS, provides website security products that we and IBS offer to our
customer base. Mr. Gorny, Mr. Ravichandran and a business partner of Mr. Gorny indirectly own IBS. Under our
current agreement with IBS, we pay IBS $675,000 per year for specified website security products provided to
our customers and we paid an additional monthly fee of $20,000 through May 2015, at which time our obligation
to pay the additional monthly fee terminated. The agreement also involves revenue share arrangements between
the parties, a minimum sales commitment by IBS and an agreement by us to use IBS as the exclusive external
sales organization for a designated set of website security products for our major U.S. operated brands. The
agreement has an initial term of five years ending in November 2019, although we may terminate it early subject
to payment of specified termination fees. We may also terminate the agreement without penalty if IBS does not
meet its minimum sales commitment for specified periods or in certain other specified circumstances. In 2015,
we recorded expenses of $6.3 million in connection with our relationship with IBS.
Registration Rights Agreement
We entered into a second amended and restated registration rights agreement, dated October 25, 2013, or the
2013 registration rights agreement, with certain holders of our common stock, including our principal
stockholders, pursuant to which we have agreed to register the sale of shares of our common stock under
specified circumstances. As of March 18, 2016, holders of a total of 71,896,177 shares of our common stock
have the right to require us to register these shares under the Securities Act of 1933, as amended, or the Securities
Act, under specified circumstances. After registration pursuant to these rights, these shares will become freely
tradable without restriction under the Securities Act.
17
We may be required by investment funds and entities affiliated with either Warburg Pincus or Goldman
Sachs to register all or part of their shares of common stock in accordance with the Securities Act and the 2013
registration rights agreement. The net aggregate offering price of shares that investment funds and entities
affiliated with either Warburg Pincus or Goldman Sachs propose to sell in any underwritten offering must be at
least $50 million, or such holder must propose to sell all of such holder’s shares if the net aggregate offering
price of such shares is less than $50 million. We are not obligated to effect more than three demand registrations
at the request of investment funds and entities affiliated with Warburg Pincus and one demand registration at the
request of investment funds and entities affiliated with Goldman Sachs, or effect more than one marketed
underwritten offering in any consecutive 90-day period without the consent of investment funds and entities
affiliated with either Warburg Pincus or Goldman Sachs. There is no limitation on the number of unmarketed
underwritten offerings that we may be obligated to effect at the request of investment funds and entities affiliated
with either Warburg Pincus or Goldman Sachs. We have specified rights to delay the filing or initial
effectiveness of, or suspend the use of, any registration statement filed or to be filed in connection with an
exercise of a holder’s demand registration rights.
In addition, if we propose to file a registration statement under the Securities Act with respect to specified
offerings of shares of our common stock, we must allow holders of registration rights to include their shares in
that registration. These registration rights are subject to specified conditions and limitations, including the right
of the underwriters to limit the number of shares to be registered and our right to delay a registration statement
under specified circumstances. Pursuant to the 2013 registration rights agreement, we are required to pay all
registration expenses and indemnify each participating holder with respect to each registration of registrable
shares that is completed.
Stockholders Agreement
We entered into a stockholders agreement, dated October 24, 2013, which we refer to as the stockholders
agreement, with certain holders of our common stock, including investment funds and entities affiliated with
Warburg Pincus and Goldman Sachs. The stockholders agreement contains agreements among the parties with
respect to the election of our directors, certain restrictions on the issuance and transfer of shares and certain
corporate governance matters. The material terms of the stockholders agreement are described below.
Director Designees; Chairman
Under the terms of the stockholders agreement, investment funds and entities affiliated with Warburg
Pincus are entitled to designate up to:
•
•
•
four directors for election to our Board for so long as certain investment funds and entities affiliated
with Warburg Pincus hold an aggregate of at least 32,339,279 shares of our common stock, which
represents 50% of the shares of our common stock that they held immediately following the closing of
our IPO;
three directors for election to our Board for so long as certain investment funds and entities affiliated
with Warburg Pincus hold an aggregate of at least 16,169,640 shares of our common stock, which
represents 25% of the shares of our common stock that they held immediately following the closing of
our IPO; and
one director for election to our Board for so long as certain investment funds and entities affiliated with
Warburg Pincus hold an aggregate of at least 8,084,820 shares of our common stock, which represents
12.5% of the shares of our common stock that they held immediately following the closing of our IPO.
In addition, investment funds and entities affiliated with Goldman Sachs are entitled to designate up to one
director to our Board for so long as investment funds and entities affiliated with Goldman Sachs hold an
aggregate of at least 5,213,194 shares of our common stock, which represents 25% of the shares of our common
stock that they held immediately following the closing of our IPO.
18
P
r
o
x
y
S
t
a
t
e
m
e
n
t
For so long as investment funds and entities affiliated with Warburg Pincus are entitled to designate at least
three directors to our Board, the directors designated by investment funds and entities affiliated with Warburg
Pincus will be entitled to designate the chairman of our Board.
Removal of Directors
Any director designated by investment funds and entities affiliated with either Warburg Pincus or Goldman
Sachs may be removed with or without cause only by investment funds and entities affiliated with either
Warburg Pincus or Goldman Sachs, respectively.
Quorum
For so long as investment funds and entities affiliated with Warburg Pincus have the right to designate at
least one director for election to our Board and for so long as investment funds and entities affiliated with
Goldman Sachs have the right to designate at least one director for election to our Board, in each case, a quorum
of our Board will not exist without at least one director designee of each of Warburg Pincus and Goldman Sachs
present at such meeting; provided that if a meeting of our Board fails to achieve a quorum due to the absence of a
director designee of Warburg Pincus or Goldman Sachs, as applicable, the presence of at least one director
designee of Warburg Pincus or Goldman Sachs, as applicable, will not be required in order for a quorum to exist
at the next meeting of our Board.
Transfer Restrictions
Until December 22, 2016, and except for transfers to permitted transferees, any transfer of our shares of
common stock by investment funds and entities affiliated with either Warburg Pincus or Goldman Sachs will
require the prior written consent of each of the investment funds and entities affiliated with either Warburg
Pincus or Goldman Sachs that have the right to designate at least one director for election to our Board.
Approval Rights
For so long as investment funds and entities affiliated with Warburg Pincus have the right to designate at
least three directors for election to our Board, in addition to any other vote required by applicable law, certain
actions required or permitted to be taken by our stockholders and certain specified corporate transactions may be
effected only with the affirmative vote of 75% of our Board, including:
•
acquisitions or business combination transactions involving any other entity with an enterprise value in
excess of $200 million in the aggregate;
• mergers or other business combinations or other transactions involving a sale of all or substantially all
of our and our subsidiaries’ assets or a “change in control” under our indebtedness documents;
•
•
•
•
•
•
•
dispositions of our or our subsidiaries’ assets with a value in excess of $200 million, other than sales of
inventory or products in the ordinary course of business;
any change in the size of our Board;
any amendment to our restated certificate of incorporation or our amended and restated bylaws;
any termination of our chief executive officer or designation of a new chief executive officer;
any change in the composition of any committee of our Board;
except for ordinary course compensation arrangements, entering into, or modifying, any arrangements
with one of our executive officers or any of our or our executive officers’ affiliates or associates;
issuance of additional shares of our or our subsidiaries’ capital stock, subject to certain limited
exceptions;
19
•
incurrence of indebtedness, in a single transaction or a series of related transactions, that exceeds five
times consolidated EBITDA, as defined in our Third Amended and Restated Credit Agreement, dated
November 25, 2013, by and among us, EIG Investors Corp., as borrower, the lenders party thereto, and
Credit Suisse AG, as administrative agent, as amended or restated from time to time, which we refer to
as the credit agreement, for the preceding 12 months, subject to certain exceptions; and
•
any amendment to the definition of consolidated EBITDA in the credit agreement.
For so long as investment funds and entities affiliated with Goldman Sachs have the right to designate one
director for election to our Board, the approval of the director designated by investment funds and entities
affiliated with Goldman Sachs will be required for amendments to certain agreements with us if such
amendments are disproportionately favorable to investment funds and entities affiliated with Warburg Pincus as
compared to investment funds and entities affiliated with Goldman Sachs.
Corporate Opportunities
To the fullest extent permitted by law, we have, on behalf of ourselves, our subsidiaries and our and their
respective stockholders, renounced any interest or expectancy in, or in being offered an opportunity to participate
in, any business opportunity that may be presented to Warburg Pincus, Goldman Sachs or any of their respective
affiliates, partners, principals, directors, officers, members, managers, employees or other representatives, and no
such person has any duty to communicate or offer such business opportunity to us or any of our subsidiaries.
Further, no such person shall be liable to us or any of our subsidiaries or any of our or its stockholders for breach
of any duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such
business opportunity, directs such business opportunity to another person or fails to present such business
opportunity, or information regarding such business opportunity, to us or our subsidiaries. This exculpation from
liability does not apply in the case of any such person who is a director or officer of ours, where such business
opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or
officer of ours.
Indemnification Agreements
Our restated certificate of incorporation provides that we will indemnify our directors and officers to the
fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all
of our directors and executive officers. These indemnification agreements require us, among other things, to
indemnify each such director and executive officer for some expenses, including attorneys’ fees, judgments, fines
and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our
directors.
Although directors designated for election to our Board by investment funds and entities affiliated with
either Warburg Pincus or Goldman Sachs may have certain rights to indemnification, advancement of expenses
or insurance provided or obtained by investment funds and entities affiliated with either Warburg Pincus or
Goldman Sachs, respectively, we have agreed in our stockholders agreement that we will be the indemnitor of
first resort, will advance the full amount of expenses incurred by each such director and, to the extent that
investment funds and entities affiliated with either Warburg Pincus or Goldman Sachs or their insurers make any
payment to, or advance any expenses to, any such director, we will reimburse those investment funds and entities
and their insurers for such amounts.
March 2015 Offering
In March 2015, we entered into an underwriting agreement with certain selling stockholders and Credit
Suisse Securities (USA) LLC, as underwriter. Pursuant to the underwriting agreement, the selling stockholders
sold an aggregate of 13,800,000 shares of common stock to the underwriter. The offering price of the shares to
the public was $19.00 per share. We did not receive any of the proceeds from the sale of shares by the selling
stockholders. The offering closed on March 11, 2015.
20
The directors, executive officers and 5% stockholders who participated in the offering as selling
stockholders and the number of shares they sold to the underwriter in the offering are included in the table below.
The selling stockholders paid any underwriting discounts and commissions and transfer taxes incurred by the
selling stockholders in disposing of the shares of common stock sold by them. We paid all other costs, fees and
expenses incurred in effecting the registration of the shares of common stock in this offering, including, without
limitation, all registration and filing fees, fees and expenses of our counsel and accountants and fees and
expenses of the selling stockholders’ counsel and accountants, which expenses were approximately $0.7 million,
excluding underwriting discounts and commissions.
Selling Stockholder
Number of
Shares Sold
Investment funds and entities affiliated with Warburg
Pincus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,068,086
Investment funds and entities affiliated with Goldman
Sachs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tomas Gorny . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hari Ravichandran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David C. Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Mone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,923,608
166,750
1,490,526
37,950
16,330
40,250
20,000
25,000
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Transactions with Goldman Sachs
Certain affiliates of The Goldman Sachs Group, Inc., including GS Capital Partners VI Fund, L.P., GS
Capital Partners VI Offshore Fund, L.P. and related entities, or the Goldman Sachs Funds, beneficially own
approximately 11.2% of our outstanding capital stock, and Mr. DiSabato, one of our directors, is a managing
director at Goldman Sachs. See “Principal Stockholders” and “Management and Corporate Governance.”
In December 2015, we entered into a three-year interest rate cap with a subsidiary of Goldman, Sachs & Co.
which limits our exposure to interest rate increases on $500.0 million of our outstanding debt. In 2016, we expect
to pay approximately $3.0 million to a subsidiary of Goldman, Sachs & Co. for this interest rate cap.
In connection with and concurrently with our acquisition of Constant Contact, Inc. in February 2016, we
entered into a $735 million first lien incremental term loan facility, or the Incremental Term Loan Facility, and a
$165 million revolving credit facility, or the New Revolving Facility (which replaced our previously existing
$125 million revolving credit facility), and our wholly owned subsidiary EIG Investors Corp. issued 10.875%
senior notes in the aggregate principal amount of $350.0 million due 2024, or the Notes. An affiliate of Goldman,
Sachs & Co. provided loans in the aggregate principal amount of $312.4 million under the Incremental Term
Loan Facility and a commitment in the aggregate principal amount of $57.6 million under the New Revolving
Facility, and Goldman, Sachs & Co. acted as a book-running manager in our offering of the Notes and purchased
approximately $148.8 million worth of the Notes. The foregoing financing arrangements were provided in
accordance with a commitment letter we entered into with an affiliate of Goldman, Sachs & Co. and certain other
investment banks in November 2015.
In connection with the issuance of the Notes, we entered into a registration rights agreement with the initial
purchasers of the Notes, including Goldman, Sachs & Co. Pursuant to this registration rights agreement, we will,
among other obligations, use commercially reasonable efforts to file an exchange offer registration statement
with respect to a registered offer, or the Exchange Offer, to exchange the Notes for substantially identical notes
and consummate the Exchange Offer within 365 days after the issuance of the Notes. We must also use
commercially reasonable efforts to cause to become effective a shelf registration statement to cover resales of the
21
Notes by the beneficial owners thereof who satisfy certain conditions relating to the provision of information in
connection with the shelf registration statement. A registration default will occur if, among other things, (1) we
fail to consummate the Exchange Offer or have the shelf registration statement become effective on or before the
date that is 365 days after the issue date of the Notes or (2) the shelf registration statement becomes effective but
thereafter ceases to be effective or usable in connection with the resale of Notes (subject to certain exceptions)
during the periods specified in the registration rights agreement. If a registration default occurs with respect to
the Notes, the annual interest rate of the Notes will be increased by 0.25% per annum and will increase again by
0.25% per annum 90 days thereafter until all registration defaults have been cured, up to a maximum amount of
additional interest of 0.50% per annum. We will also use commercially reasonable efforts to cause to become
effective a registration statement providing for the registration of certain secondary transactions in the Notes by
Goldman, Sachs & Co. and its affiliates.
Goldman, Sachs & Co. also served as a financial advisor in connection with our acquisition of Constant
Contact and in 2016 we paid approximately $8.6 million to Goldman, Sachs & Co. in connection with these
services.
Arrangements with Executive Officers and Directors
For a description of the compensation arrangements we have with our executive officers and directors, see
“Executive Compensation—Employment and Compensation Arrangements with Named Executive Officers” and
“Executive Compensation—Director Compensation.”
Policies and Procedures for Related Person Transactions
Our Board has adopted written policies and procedures for the review of any transaction, arrangement or
relationship in which our company is a participant, the amount involved exceeds $120,000, and one of our
executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of
whom we refer to as a “related person,” has a direct or indirect material interest.
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to
as a “related person transaction,” the related person must report the proposed related person transaction to our
chief legal officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed
appropriate, approved by the Audit Committee. Whenever practicable, the reporting, review and approval will
occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee
will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman
of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that
arise between Audit Committee meetings, subject to ratification by the Audit Committee at its next meeting. Any
related person transactions that are ongoing in nature will be reviewed annually.
A related person transaction reviewed under the policy will be considered approved or ratified if it is
authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. As
appropriate for the circumstances, the Audit Committee will review and consider:
•
•
•
the related person’s interest in the related person transaction;
the approximate dollar value of the amount involved in the related person transaction;
the approximate dollar value of the amount of the related person’s interest in the transaction without
regard to the amount of any profit or loss;
• whether the transaction was undertaken in the ordinary course of our business;
• whether the terms of the transaction are no less favorable to us than terms that could have been reached
with an unrelated third party;
22
•
•
the purpose of, and the potential benefits to us of, the transaction; and
any other information regarding the related person transaction or the related person in the context of the
proposed transaction that would be material to investors in light of the circumstances of the particular
transaction.
The Audit Committee may approve or ratify the transaction only if it determines that, under all of the
circumstances, the transaction is in or is not inconsistent with our company’s best interests. The Audit Committee
may impose any conditions on the related person transaction that it deems appropriate.
In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction
disclosure rule, our Board has determined that transactions that are specifically contemplated by provisions of
our restated certificate of incorporation and amended and restated bylaws do not create a material direct or
indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of
this policy.
The policy provides that transactions involving compensation of executive officers shall be reviewed and
approved by the Compensation Committee in the manner specified in its charter.
P
r
o
x
y
S
t
a
t
e
m
e
n
t
23
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors has reviewed the audited financial statements of Endurance
International Group Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2015 and discussed
them with the Company’s management and BDO USA, LLP, the Company’s independent registered public
accounting firm.
The Audit Committee has also received from, and discussed with, the Company’s independent registered
public accounting firm various communications that the Company’s independent registered public accounting
firm is required to provide to the Audit Committee, including the matters required to be discussed by Public
Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees).
The Audit Committee has received the written disclosures and the letter from the Company’s independent
registered public accounting firm required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public accounting firm’s communications with the Audit
Committee concerning independence, and has discussed with the Company’s independent registered public
accounting firm its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the
Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015 for filing with the Securities and Exchange Commission.
By the Audit Committee of the Board of Directors of Endurance International Group Holdings, Inc.
Dale Crandall, Chairman
Michael Hayford
Peter J. Perrone
24
P
r
o
x
y
S
t
a
t
e
m
e
n
t
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes our executive compensation program, including the
2015 compensation of our named executive officers, or NEOs, who are listed below:
Name
Title
Hari Ravichandran . . . . . . . . . . . . . . . . . .
Marc Montagner . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala . . . . . . . . . . . . . . . . . . .
John Mone . . . . . . . . . . . . . . . . . . . . . . . . .
Chief Executive Officer
Chief Financial Officer
President and Chief Operating Officer
Chief Administrative Officer
Chief Legal Officer
Former Chief Financial Officer (through September 15, 2015)
Former Chief Information Officer (through August 7, 2015)
Executive Overview
Business Overview
We are a leading provider of cloud-based platform solutions designed to help small and medium-sized
businesses, or SMBs, succeed online. Leveraging our proprietary technology platform, as of December 31, 2015,
we served approximately 4.7 million subscribers globally with a comprehensive and integrated suite of over 150
products and services that help SMBs get online, get found and grow their businesses. Historically, our products
focused largely on web hosting and other basic web presence solutions such as domains, but over time we have
expanded to offer security, site backup, SEO and SEM, Google Adwords, mobile solutions, social media
enablement, website analytics, email marketing and productivity and e-commerce tools, among others. More
recently, we have launched additional products and services, including website builders, mobile site builders,
cloud hosting solutions, premium domains and cloud storage solutions, both to satisfy existing subscriber needs
and to expand the product gateways through which new subscribers initially reach us.
2015 Performance Highlights
Our fiscal 2015 results reflected a sound year both operationally and financially. During 2015:
• GAAP revenue grew by 18 percent to $741.3 million;
• Adjusted revenue1 grew by 15 percent to $747.0 million;
• Our GAAP net loss was $25.8 million;
• Adjusted EBITDA1 grew 14 percent to $267.5 million;
• GAAP cash from operations grew 24 percent to $177.2 million;
• Unlevered free cash flow (as reported)1 grew 14 percent to $221.7 million;
•
Free cash flow1, defined as GAAP cash from operations less capital expenditures and capital lease
obligations, grew 23 percent to $141.2 million;
1 Adjusted revenue, adjusted EBITDA, unlevered free cash flow (as reported) and free cash flow are financial
measures that are not calculated in accordance with generally accepted accounting principles in the United
States, or non-GAAP financial measures. For definitions and a reconciliation of these non-GAAP financial
measures to their most comparable measures calculated in accordance with GAAP, as well as our definition of
total subscribers, please see Appendix B. The presentation of non-GAAP financial information is not meant to
be considered in isolation or as a substitute for the comparable financial measures prepared in accordance with
GAAP.
25
• Our subscriber base increased during 2015 to approximately 4.7 million total subscribers1 on platform
at year end;
• We entered into a definitive agreement to acquire Constant Contact, and closed that deal on February 9,
2016, positioning us as a leading provider of end-to-end web presence and marketing solutions for
SMBs;
• We completed several other small acquisitions that expanded our scale and provided synergy
opportunities; and
• We launched innovative new products aimed at creating new “gateways” to bring SMBs online,
including a branded mobile site builder and cloud hosting, and continued to invest behind our website
builder product.
Pay Philosophy
We expect our executive officers to initiate and carry out sustainable growth strategies and create long-term
value for our stockholders. Company and individual performance are therefore key factors in our executive
compensation program design. Our executive compensation programs are intended to:
• Link compensation to stockholder value creation and the long-term growth of our company;
• Be aligned with stockholder interests;
• Be market competitive with the firms with which we compete for executives, so that we can attract,
retain and reward the best talent;
•
Support our key financial goals, including adjusted revenue, adjusted EBITDA, and free cash flow
objectives; and
• Reflect each executive’s individual performance and career potential.
Key Features of Executive Compensation Program
Our Compensation Committee has designed our executive compensation program to deliver compensation
in accordance with company and individual performance. For 2015, a significant majority of total compensation
under our program (measured for this purpose as the sum of salary and bonus earned during 2015 plus the grant
date fair value of stock and option awards granted during 2015) was variable and dependent upon performance
actually achieved. Less than 2% of Mr. Ravichandran’s total 2015 compensation was fixed, with the remainder
consisting of a performance-based restricted stock grant under which he earns shares based upon our level of
achievement against a free cash flow per share target metric, as further described below. For our other NEOs who
were serving as executive officers as of the end of 2015 (Messrs. Montagner, LaSalvia and Bryson and
Ms. Andreasen), an average of 16% of their total 2015 compensation was fixed, with the remainder consisting of
an annual bonus that is tied to company performance, stock options whose value depends on stock price
appreciation, and restricted stock that vests over time provided that the executive remains employed with us.
2015 Compensation of
Mr. Ravichandran
Avg. 2015 Compensation of
the Other NEOs
(1)
Base Salary
2%
Restricted
Stock
98%
Base Salary
16%
Variable
Pay
84%
Annual Bonus
8%
Stock Options
47%
Restricted
Stock
29%
(1) Excludes Mr. Ellawala and Mr. Mone, who were not serving as officers at the end of 2015. Mr. Montagner
joined us as Chief Financial Officer on September 15, 2015. To accurately compare fixed and variable
26
P
r
o
x
y
S
t
a
t
e
m
e
n
t
compensation, the percentages shown were calculated by extrapolating Mr. Montagner’s prorated 2015
salary and annual bonus to the amounts he would have received had he been employed by us for the full
year. Excludes Mr. Montagner’s sign-on bonus and relocation payment.
The key elements, compensation objectives and principles of our overall 2015 executive compensation
program, and information on how these relate to company and individual performance, are summarized in the
table below. Mr. Ravichandran’s compensation for 2015 is described in detail below under “2015 Executive
Compensation—Hari Ravichandran—2015 Compensation.”
Compensation Element
Compensation Objectives and Principles
Relation to Performance
Base Salary—fixed annual cash
salary
• Compensates NEOs for services
rendered during the year in the
form of fixed cash
compensation.
•
Annual Bonus—variable cash
payment based on annual
performance achieved
• Base salary levels are set to
reflect each NEO’s role and
responsibilities, value to us,
experience, performance,
internal equity and market
competitiveness.
• Motivate and reward NEOs for
achieving specific company
performance goals over a one-
year period.
Payment is not guaranteed and
payout levels vary according to
company and individual
performance.
•
Increases in base salary
reflect economic conditions,
business conditions, the
Compensation Committee’s
assessment of company and
individual performance over
the prior year, and potential of
the individual to contribute to
our success.
• Company performance
determines the extent to
which the annual bonus will
be funded (if at all)
• Annual bonuses are subject to
adjustment based upon
individual performance.
Long-Term Incentives (LTI)—
equity awards that focus executives
on the long-term performance of the
company
• Align NEOs’ interests with
•
those of our stockholders and
drive long-term value creation.
•
Pay-for-performance focus.
• Reward NEOs for long-term
growth.
• Attract, retain, motivate and
reward NEOs.
•
50% of the LTI value for our
NEOs other than Mr.
Ravichandran is delivered as
stock options, which motivate
them to take actions which
should increase our stock
price.
50% of the LTI value for our
NEOs other than Mr.
Ravichandran is delivered as
restricted stock, which
provides retention incentives
and aligns NEO interests
those of stockholders.
27
Executive Compensation Best Practices
In addition to a general focus on pay-for-performance, our executive compensation program features a
number of best practices that are designed to focus our NEOs on our long-term performance and to align their
interests with those of our stockholders generally:
• None of our NEOs have guaranteed base salary increases or bonuses.
• We do not provide our NEOs with any defined benefit pension or supplemental pension benefits.
• With the exception of modest umbrella liability insurance coverage, all benefits and perquisites offered
to NEOs are consistent with those offered to all full time employees.
• None of our NEOs have “golden parachute” excise tax gross-up arrangements.
• We use an independent compensation consultant and benchmark our compensation practices against a
peer group of similar companies within a reasonable size range of us.
• With the exception of performance-based awards, equity awards granted to our NEOs have “double-
trigger” vesting and will be accelerated only in the event we undergo a change in control and the
executive’s employment is terminated without cause by us, or, if applicable, for good reason by the
executive, within one year of the change in control.
• Our compensation program does not encourage excessive risk taking.
• Our stock incentive plans do not permit repricing or exchange of underwater stock options without
stockholder approval.
• We prohibit hedging of our stock by employees.
Setting Executive Compensation
Oversight of Executive Compensation Program
Our Compensation Committee is responsible for overseeing our executive compensation program. Our
Compensation Committee reviews and approves the compensation of our executive officers after taking into
account such factors as our financial and operational performance, Mr. Ravichandran’s recommendations with
respect to the compensation of his direct reports, the input of Ms. Andreasen, its own assessment of the
performance of each executive officer, market data for comparable positions and prevailing industry
compensation trends and practices. Our Compensation Committee has full discretion to approve, modify or reject
any compensation change recommended by Mr. Ravichandran for the other NEOs.
The Compensation Committee has the ability to delegate certain of its responsibilities to subcommittees, but
has not done so to date. The Compensation Committee may also delegate to executive officers the ability to
approve grants under our stock incentive plans to employees who are not executive officers or directors.
Our Compensation Committee has engaged Exequity, LLP, or Exequity, an independent compensation
consulting firm, to advise it on executive compensation, equity plan design and related corporate governance
matters. In 2015, Exequity advised our Compensation Committee with respect to the composition of our
executive compensation peer group, evaluating and benchmarking our executive compensation programs in
relation to peer group practices, evaluating and analyzing Mr. Ravichandran’s performance-based restricted stock
grant in relation to peer group practices and more broadly, and benchmarking our stock incentive plan utilization
and overhang rates in relation to peer group practices. The Compensation Committee has assessed Exequity’s
independence from management as required by the NASDAQ Listing Rules and has concluded that Exequity’s
engagement does not present a conflict of interest.
28
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Benchmarking of Executive Compensation for 2015
The Compensation Committee evaluates our executive compensation program based on our business and
talent development strategies, the Committee members’ business judgment and a group of peer companies, which
in 2015 consisted of 18 companies that were in similar or complementary industries, had comparable market
capitalizations and revenues, and/or were competitors for key executive talent.
For 2015, the peer group consisted of the following companies:
Bankrate, Inc.
Cogent Communications Group, Inc.
Constant Contact, Inc. (which we acquired in February 2016)
Conversant Inc.
CoStar Group, Inc.
DealerTrack Holdings, Inc.
J2 Global, Inc.
NetSuite Inc.
Pandora Media, Inc.
Rackspace Hosting, Inc.
SolarWinds, Inc.
SS&C Technologies Holdings, Inc.
The Ultimate Software Group, Inc.
VeriSign, Inc.
Cimpress N.V.
Web.com Group, Inc.
WebMD Health Corp.
Yelp, Inc.
We do not target a specific, relative percentile positioning for total direct compensation, or the elements of
total direct compensation, for NEO pay levels. Instead, we review total direct compensation for each position and
the mix of elements to ensure that compensation is adequate to attract and retain key NEOs.
Compensation Risk
We believe that risks arising from our compensation policies and practices are not reasonably likely to have
a material adverse effect on our company, as we believe we have allocated compensation among base salary and
short- and long-term compensation opportunities in a manner that does not encourage excessive risk taking. We
have reached this conclusion based on the following factors:
• Base salaries, including those of our NEOs, are fixed and based on the respective responsibility of the
individual. Base salaries are generally designed to provide a predictable income at market-competitive
levels, regardless of our financial or stock price performance.
• Our annual bonus program, the Management Incentive Plan, or MIP, is based on company-wide
objectives rather than on the objectives of a specific operating geography or operating segment. We
believe this encourages decision making that is in the best interest of our company and stockholders as
a whole.
• Bonuses under the MIP are capped at a maximum payout of 150% of target and payouts are subject to
adjustment based on the Compensation Committee’s discretion. We believe both of these features act
as disincentives to excessive risk taking.
• Long-term compensation opportunities consist of equity-based awards such as restricted stock,
restricted stock units and options that vest over four years in the case of time-based awards, and
performance-based awards that generally require both the achievement of designated metrics and
employment through a specified date. We believe that this encourages our executives to make decisions
that are in the best long-term interests of our company as a whole because the ultimate value of these
awards is realized over time based upon company performance.
2015 Executive Compensation
This section discusses developments in Mr. Ravichandran’s compensation during 2015 and shows the key
components of 2015 compensation for our NEOs generally: base salary, annual bonus and LTI awards.
29
Hari Ravichandran—2015 Compensation
Performance-Based Restricted Stock Award
In September 2015, our Compensation Committee and Board approved the grant of a performance-based
restricted stock award, or PRSA, to Mr. Ravichandran. The PRSA provides an opportunity for Mr. Ravichandran
to earn up to 3,693,754 shares of our common stock, or the Award Shares, over a three-year period beginning on
July 1, 2015 and ending on June 30, 2018, or the Performance Period. Award Shares may be earned based on our
achieving pre-established threshold, target and maximum levels of free cash flow per share, which is defined in
the award agreement as Unlevered Free Cash Flow (as reported)2, as defined in our Form 8-K filed on August 4,
2015, less interest paid, divided by the number of outstanding shares of our common stock (excluding the Award
Shares) at the end of the applicable Performance Quarter or Performance Year, each as defined below.
If free cash flow per share for the Performance Period were at the target level throughout the entire
Performance Period, Mr. Ravichandran would earn 2,350,571 of the Award Shares for the Performance Period. If
free cash flow per share were above the threshold level but below the target level for the Performance Period, he
would earn fewer Award Shares, and if it were above the target level for the Performance Period, he would earn
up to the maximum number of the Award Shares. The threshold, target and maximum levels were designed to be
reasonably attainable, difficult but attainable, and challenging, respectively. The award structure is specifically
designed to incentivize performance in excess of the target level by accelerating the number of Award Shares
Mr. Ravichandran would receive for results above target. Our Board and Compensation Committee believe that
achieving target level performance over the Performance Period would represent meaningful free cash flow per
share growth from levels at the time of grant and would create significant stockholder value, and that achieving
the maximum level would represent exceptional performance.
Award Shares may be earned during each calendar quarter during the Performance Period (each, a
Performance Quarter) if we achieve a threshold, target or maximum level of free cash flow per share for the
Performance Quarter. If free cash flow per share is less than the threshold level for a Performance Quarter, no
Award Shares will be earned during that Performance Quarter. Award Shares that were not earned during a
Performance Quarter may be earned later during the then current twelve month period from July 1st to June 30th
during the Performance Period (each, a Performance Year) at a threshold, target or maximum level of free cash
flow per share for the Performance Year.
For the first Performance Quarter in the Performance Period (July 1, 2015 through September 30, 2015), we
did not reach the threshold level of free cash flow per share of $0.29, and consequently Mr. Ravichandran did not
earn any Award Shares for that Performance Quarter. For the second Performance Quarter (October 1, 2015
through December 31, 2015), we achieved the target level of free cash flow per share of $0.30, which resulted in
Mr. Ravichandran earning 195,881 shares for that Performance Quarter. Mr. Ravichandran may still earn any
Award Shares that were not earned in the first and second Performance Quarters, up to the maximum number of
Award Shares for the current Performance Year (July 1, 2015 through June 30, 2016) if we reach the threshold,
target or maximum level of free cash flow per share for the current Performance Year.
Only one-third of the Award Shares are generally eligible to be earned in any Performance Year while
Mr. Ravichandran is employed by us. In order to account for the potential concentration of growth capital
expenditures in a particular Performance Year, in certain instances free cash flow per share that exceeds the
threshold level for a later Performance Year (in the event that the threshold level for the immediately preceding
Performance Year was not met) or that exceeds the maximum level for a later Performance Year can be applied
to earn Award Shares that were not earned in the immediately preceding Performance Year. However, free cash
flow per share may not be applied to more than one Performance Year.
2 Please see Appendix B for the definition of Unlevered Free Cash Flow (as reported) and a reconciliation to the
nearest comparable GAAP measure.
30
If there is a change in control (as defined in Mr. Ravichandran’s employment agreement) while
Mr. Ravichandran is employed by us or Mr. Ravichandran’s employment is terminated due to death or disability
(as defined in Mr. Ravichandran’s employment agreement) during a given Performance Quarter,
Mr. Ravichandran will be entitled to any Award Shares earned for previous Performance Quarters, together with
a number of Award Shares equal to the target level of Award Shares for that Performance Quarter and for any
additional remaining Performance Quarters during the Performance Period.
If we terminate Mr. Ravichandran’s employment without cause or he resigns for good reason (as such terms
are defined in his employment agreement), Mr. Ravichandran will be entitled to any Award Shares earned for
previous Performance Quarters, together with the number of Award Shares that are earned for the Performance
Quarter in which his employment ends (but no less than the target number of Award Shares for such Performance
Quarter).
Except as described above, Mr. Ravichandran must be employed by us at the end of the Performance Period
(June 30, 2018) in order to become vested in any Award Shares that have been earned under the PRSA. Award
Shares that have been earned based on free cash flow per share performance as described above will be forfeited
if, prior to a change in control, Mr. Ravichandran resigns without good reason or his employment is terminated
by us for cause before the end of the Performance Period.
Our Compensation Committee and Board determined to grant the PRSA based on their assessment of the
importance of retaining and motivating Mr. Ravichandran, whose leadership is valued by the Board, the
Compensation Committee, employees, investors and business partners, and his contributions to us since our IPO
in 2013. For the purposes of evaluating the magnitude of the PRSA, the Board and the Compensation Committee
received relevant information and benchmarking data from the Compensation Committee’s independent
compensation consultant. The Board and Compensation Committee believe that it is in the best interests of
stockholders to retain Mr. Ravichandran and keep him engaged and motivated and that this award achieves that
purpose. Further, the Board and the Compensation Committee believe that making the vast majority of
Mr. Ravichandran’s compensation both performance-based and in the form of restricted stock (as opposed to
cash) better aligns Mr. Ravichandran’s interest with those of other stockholders.
Base Salary and Bonus Changes
In connection with the PRSA and in order to further align Mr. Ravichandran’s compensation with corporate
performance, we and Mr. Ravichandran also amended his employment agreement to reduce his base salary from
$750,000 to $200,000 effective October 1, 2015, and to reduce his annual cash bonus with respect to calendar
years 2015, 2016 and 2017 to zero unless otherwise determined by the Board or the Compensation Committee.
Mr. Ravichandran’s base salary will be reviewed for increase no later than the end of the Performance Period
under the PRSA.
Components of 2015 Executive Compensation Program—Base Salary
During 2015, base salaries for Ms. Andreasen and Mr. Mone were increased to reflect expanded duties and
responsibilities. Base salaries for Mr. Ellawala, Mr. LaSalvia and Mr. Bryson remained the same as in 2014.
Effective October 1, 2015, Mr. Ravichandran’s base salary was decreased to $200,000, as further discussed
above under “2015 Executive Compensation—Hari Ravichandran—2015 Compensation.”
P
r
o
x
y
S
t
a
t
e
m
e
n
t
31
The chart below shows the 2014 and 2015 base salaries for our NEOs:
Name
2014 Base
Salary ($)
2015 Base
Salary ($)
Change
($/%)
Hari Ravichandran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marc Montagner(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Mone(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
750,000
N/A
400,000
325,000
300,000
375,000
300,000
200,000
450,000
400,000
350,000
300,000
375,000
400,000
(73)%
N/A
0%
8%
0%
0%
33%
(1) Mr. Montagner joined us as Chief Financial Officer on September 15, 2015.
(2) Mr. Ellawala served as our Chief Financial Officer through September 15, 2015
(3) Mr. Mone served as our Chief Information Officer through August 7, 2015.
Components of 2015 Executive Compensation Program—Annual Bonus
For 2015, we began to pay bonuses annually rather than quarterly, as we had done in prior years. Our annual
bonuses are granted under the MIP, which is designed to reward our NEOs (other than Mr. Ravichandran, who is
not eligible to receive an annual bonus unless otherwise determined by the Board or the Compensation
Committee as described above under “2015 Executive Compensation—Hari Ravichandran—2015
Compensation”) for our achievement of designated performance targets for a fiscal year. Each of these targets is
assigned a weight, and our percentage achievement against each target is weighted accordingly. The weighted
percentage achievements for each target are then added together to derive a Company Achievement Factor. The
bonus pool under the MIP will not be funded at all unless the Company Achievement Factor is 90% or greater, at
which point the bonus pool will be funded as follows:
Company
Achievement Factor
90%
95%
100%
105%
110%
Bonus Pool
Funding
50%
95%
100%
105%
150%
A Company Achievement Factor from 95% through 105%, inclusive, will result in proportional funding of
the bonus pool. For a Company Achievement Factor that is greater than 90% but less than 95%, or greater than
105% but less than 110%, bonus pool funding will be determined using linear interpolation. If the Company
Achievement Factor is equal to or greater than 110%, the maximum bonus pool funding level under the MIP is
150%.
If the bonus pool is funded, individual bonuses are calculated based upon each individual’s eligible
earnings, target bonus percentage, the Company Achievement Factor and their individual performance. The
target bonus percentage for each NEO at the end of 2015 is shown in the table below. Effective July 1, 2015, the
target bonus percentage for Mr. LaSalvia was increased from 50% to 60% of his base salary and the target bonus
percentage for each of Ms. Andreasen and Mr. Bryson was increased from 40% to 50% of their respective base
salaries. The calculation of 2015 annual bonuses for Mr. LaSalvia, Ms. Andreasen and Mr. Bryson was prorated
to reflect these mid-year modifications, which were intended to reflect expanded responsibilities.
For 2015, the MIP had two targets, an adjusted revenue target of $756.1 million and an adjusted EBITDA
target of $279.8 million, with the adjusted revenue target weighted at 60% and the adjusted EBITDA target
weighted at 40%.
32
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Our actual adjusted revenue for 2015 was $747.0 million, or 98.8% of the adjusted revenue target (the AR
Percentage), and our actual adjusted EBITDA for 2015 was $267.4, or 95.6% of the adjusted EBITDA target (the
AE Percentage). A 60% weight was then applied to the AR Percentage and a 40% weight was applied to the AE
Percentage, and the results were added together to arrive at a Company Achievement Factor of 97.5%, as shown
in the below formula:
(98.8% AR Percentage * 60%) + (95.6% AE Percentage * 40%) = 97.5% Company Achievement Factor
A Company Achievement Factor of 97.5% resulted in 97.5% funding of the bonus pool, such that bonuses
for individual NEOs were calculated by multiplying each person’s eligible earnings by his or her target bonus
percentage and 97.5%. The output of this calculation for each NEO was then reviewed by the Compensation
Committee for increase or decrease based upon its subjective assessment of each individual’s performance,
including input and recommendations from Mr. Ravichandran. The Committee then applied an individual
performance multiplier, which may be less than, equal to or greater than 100%, to adjust the bonuses based on
individual performance. The Committee selected a 100% performance multiplier for all NEOs in 2015, reflecting
its assessment that our 2015 results reflected strong efforts across the executive team.
The following table shows the 2015 annual bonus as calculated under the MIP for each NEO other than
Mr. Ravichandran, Mr. Ellawala and Mr. Mone. Mr. Ravichandran’s bonus arrangement is discussed above
under “2015 Executive Compensation—Hari Ravichandran—2015 Compensation.” Neither Mr. Ellawala nor
Mr. Mone received a bonus for 2015, in Mr. Ellawala’s case because of his transition to a new role at the
company effective September 15, 2015, and in Mr. Mone’s case because he left the company effective
November 1, 2015.
Name
2015 Bonus
Eligible
Earnings ($)
2015 Annual Bonus
Target Percent of
Eligible Earnings
2015 Company
Achievement
Factor
Individual
Performance
Multiplier
Actual 2015
Annual Bonus
Earned ($)
Marc Montagner(1) . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . .
128,077
400,000
343,269
300,000
75%
50% / 60%(2)
40% / 50%(2)
40% / 50%(2)
97.5%
97.5%
97.5%
97.5%
100%
100%
100%
100%
93,656
214,500
150,938
131,625
(1) Mr. Montagner joined us as Chief Financial Officer on September 15, 2015.
(2) Calculations prorated to reflect the impact of an increase to target bonus percentage effective July 1, 2015.
Components of 2015 Executive Compensation Program—Long-Term Incentives
For 2015, we granted annual LTI in the form of stock options and restricted stock. For NEOs other than
Mr. Ravichandran, who is discussed separately under “2015 Executive Compensation—Hari Ravichandran—2015
Compensation,” and Mr. Ellawala, who did not receive an equity grant in 2015, the mix of these awards was 50%
options, 50% restricted stock based on value of the equity awards granted. The number of shares subject to these
equity awards was determined for the restricted stock component by dividing the “Value Delivered as Restricted
Stock” shown below by the closing price of a share of our common stock on the grant date of the relevant award,
and for the stock option component by dividing the “Value Delivered as Stock Options” shown below by one-third
of the closing price of a share of our common stock on the grant date of the relevant award.
Name
Marc Montagner . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . .
John Mone(1) . . . . . . . . . . . . . .
2015 Target
LTI Value ($)
2,500,000
2,000,000
1,000,000
750,000
1,000,000
50% LTI Value
Delivered as Stock
Options ($)
Shares
Underlying Stock
Options (#)
50% LTI Value
Delivered as
Restricted Stock ($)
Shares of
Restricted Stock
(RSAs) (#)
253,036
163,577
81,788
61,341
81,788
1,250,000
1,000,000
500,000
375,000
500,000
84,345
54,526
27,263
20,447
27,263
1,250,000
1,000,000
500,000
375,000
500,000
33
(1) Mr. Mone forfeited all but 22,150 of the shares subject to the stock option award and 6,815 of the shares
subject to the restricted stock award shown in the table above due to his departure from the company
effective November 1, 2015. See “Potential Payments upon Termination or Change in Control” below.
The stock options reflected in the table above were granted with an exercise price equal to the stock price on
the grant date, with 25% vesting on the first anniversary of the grant date and an additional 1/48th vesting
monthly thereafter, and have a term of 10 years. Restricted stock vests over four years, with 25% vesting on each
anniversary of the grant date.
Benefits and Perquisites
For 2015, we provided our NEOs with the same benefits that are provided to all employees generally,
including medical, dental and vision benefits, group term life insurance and participation in our 401(k) plan. We
also provide our NEOs with umbrella liability insurance coverage, at our expense. In 2015, we also provided
Mr. Ellawala with a life insurance policy for his benefit, covering him in the amount of $2 million.
Also in 2015, we paid Mr. Montagner the first installment of his sign-on bonus in the amount of $200,000
and a relocation payment of $250,000 in connection with his joining us as our Chief Financial Officer effective
September 15, 2015. The second installment of Mr. Montagner’s sign-on bonus was paid in January 2016. See
“Employment and Compensation Arrangements with Named Executive Officers” below.
Severance and Change in Control Benefits
We believe that severance protections can play a valuable role in attracting and retaining key executive
officers. In addition, severance protections in a change in control context help ensure leadership continuity and
continued commitment during a time of transition, including a sustained focus on the best interests of
stockholders and our company. Accordingly, we provide severance and change in control protection to Messrs.
Ravichandran, Montagner, LaSalvia and Bryson and Ms. Andreasen pursuant to their respective employment
agreements and equity award agreements.
For detailed information about severance and change in control arrangements for our NEOs, see
“Employment and Compensation Arrangements with Named Executive Officers” and “Potential Payments upon
Termination or Change in Control” below.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax
deduction to public companies for compensation in excess of $1 million paid to each of the company’s chief
executive officer and the three most highly compensated executive officers other than the chief executive officer
and chief financial officer. Certain compensation paid during a transition period following our initial public
offering, or paid after the transition period pursuant to certain equity awards granted during the transition period,
will be exempt from the deduction limitation under Section 162(m) of the Code. In addition, compensation that
constitutes qualified performance-based compensation is not subject to the deduction limitation if certain
requirements are met. We may structure and administer our Amended and Restated 2013 Stock Incentive Plan in
a manner intended to comply with the performance-based compensation exception to Section 162(m).
Nevertheless, there can be no assurance that compensation attributable to awards granted under the Amended and
Restated 2013 Stock Incentive Plan will be treated as qualified performance-based compensation under
Section 162(m). In addition, the Compensation Committee reserves the right to use its judgment to authorize
compensation payments that may be subject to the limit when the Compensation Committee believes such
payments are appropriate and in the best interests of our company and stockholders.
34
2016 Executive Compensation Program Changes
In February 2016, our Compensation Committee approved the grant of performance-based restricted stock
awards, or the 2016 PRSAs, to Mr. Montagner, Mr. LaSalvia and Ms. Andreasen. Mr. Montagner’s 2016 PRSA
provides him with an opportunity to earn up to 223,214 shares of our common stock, with a target of 178,571
shares. Mr. LaSalvia’s 2016 PRSA provides him with an opportunity to earn up to 260,416 shares of our
common stock, with a target of 208,333 shares. Ms. Andreasen’s 2016 PRSA provides her with an opportunity to
earn up to 148,810 shares of our common stock, with a target of 119,048 shares.
The shares subject to the 2016 PRSAs will be earned based on our Constant Contact brand achieving a
performance metric, or the Performance Metric, consisting of a pre-established level of adjusted revenue
(weighted 50%), adjusted EBITDA (weighted 25%) and adjusted free cash flow (weighted 25%), in each case for
the twelve-month period ending December 31, 2016, assuming for this purpose that our acquisition of Constant
Contact had taken place on January 1, 2016. Adjusted free cash flow is defined for purposes of the 2016 PRSAs
as adjusted EBITDA less restructuring charges, capital expenditures, working capital and certain other specified
expenses. Each executive will earn from 0% to 125% of the target number of shares subject to his or her 2016
PRSA based on the level of achievement of the Performance Metric. Shares that are earned based on
achievement of the Performance Metric will vest on March 31, 2017, or the Determination Date, and any
unearned shares as of that date will be forfeited. Achievement of the Performance Metric at the target level is
intended to be difficult but attainable.
If there is a change in control (as defined in the executive’s employment agreement) while such executive is
employed by us, the shares subject to the executive’s 2016 PRSA will vest immediately at the target level of
achievement of the Performance Metric and the remaining shares will be forfeited. If the executive’s employment
is terminated without cause or due to death or disability or he or she resigns for good reason (as such terms are
defined in the executive’s employment agreement) prior to the Determination Date, the shares subject to the
executive’s 2016 PRSA will be reduced pro-rata based on the duration of his or her employment and the reduced
number of shares will vest on the Determination Date based on the actual level of achievement of the
Performance Metric. Except as described above, the executive must be employed on the Determination Date in
order for any shares subject to the 2016 PRSA to vest.
Aside from the grants of these 2016 PRSAs, we anticipate that our 2016 executive compensation program
will be substantially similar to 2015.
Compensation Committee Report
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the
Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be
included in this proxy statement.
By the Compensation Committee of the Board of Directors of Endurance International Group Holdings, Inc.
James C. Neary, Chairman
Joseph P. DiSabato
Justin L. Sadrian
P
r
o
x
y
S
t
a
t
e
m
e
n
t
35
Summary Compensation Table
The following table summarizes the total compensation paid or earned by our NEOs for each of the last three
fiscal years during which the officer was an NEO.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All
Other
Compensation
($)
Total
($)
Hari Ravichandran . . . . . . . . . . . . . . . 2015 618,846
2014 750,000
2013 485,460
Chief Executive Officer
(Principal Executive Officer)
— 35,365,478
—
—
— 12,160,104
—
—
— 750,000
487,500
18,776,813
11,334(4) 35,995,658
1,510,900
10,900
20,608,743(5) 52,518,620
Marc Montagner(6) . . . . . . . . . . . . . . 2015 128,077 200,000(7) 1,249,993
2,024,288
93,656
259,994(8) 3,956,008
Chief Financial Officer
(Principal Financial Officer)
Ronald LaSalvia . . . . . . . . . . . . . . . . . 2015 400,000
—
2014 400,000 200,000
2013 353,205 50,000(9)
President and Chief
Operating Officer
Kathy Andreasen(10) . . . . . . . . . . . . . 2015 343,269
Chief Administrative Officer
David Bryson(10) . . . . . . . . . . . . . . . . 2015 300,000
Chief Legal Officer
Tivanka Ellawala . . . . . . . . . . . . . . . . 2015 375,000
2014 375,000
Former Chief Financial Officer
(Former Principal
—
—
—
—
1,000,007
—
469,572
1,634,134
—
1,525,564
214,500
—
189,983
11,334(4) 3,259,975
610,900
10,900
2,596,104
7,780
500,003
817,062
150,938
11,334(4) 1,822,606
374,998
612,797
131,625
11,334(4) 1,430,754
—
—
—
—
— 220,560
13,032(11)
13,275
388,032
608,835
Financial Officer)
2013 373,317 700,000(12) 776,849
1,525,564
233,322
152,868
3,761,920
John Mone(10) . . . . . . . . . . . . . . . . . . 2015 311,539
—
757,195(13) 1,297,850(14) —
59,673(15) 2,426,257
Former Chief Information Officer
(1) Amounts in this column reflect the aggregate grant date fair value of share-based compensation awarded during
the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting
Standard Codification Topic 718, or FASB ASC 718. The assumptions that we used to calculate these amounts are
discussed in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015.
(2) Amounts in this column reflect the aggregate Black Scholes grant date fair value of stock options awarded during
the year computed in accordance with the provisions of FASB ASC 718. The assumptions that we used to
calculate these amounts are discussed in Note 11 to our consolidated financial statements included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2015.
(3) Amounts in this column represent non-equity incentive plan compensation earned for the years shown based upon
company and individual performance. See “Compensation Discussion and Analysis—2015 Executive
Compensation—Components of 2015 Executive Compensation—Annual Bonus” above.
(4) Amount consists of matching contributions to our 401(k) retirement plan made by us on the named executive
officer’s behalf and premiums paid for an umbrella liability insurance policy and an associated $17 tax gross-up.
(5) Amount consists principally of payments totaling $20.5 million made to Mr. Ravichandran in 2013 (consisting of
$15.0 million intended to assist him with IPO-related tax planning and $5.5 million pursuant to a prior agreement
between us and Mr. Ravichandran). Also includes matching contributions to our 401(k) retirement plan made by
us on Mr. Ravichandran’s behalf and premiums paid for an umbrella liability insurance policy.
(6) Mr. Montagner joined us as Chief Financial Officer on September 15, 2015.
(7) Amount consists of a $200,000 sign-on bonus.
(8) Amount consists of a relocation payment of $250,000 and matching contributions to our 401(k) retirement plan
made by us on Mr. Montagner’s behalf.
(9) Amount represents a bonus paid in connection with the closing of our IPO in October 2013.
(10) Ms. Andreasen and Messrs. Bryson and Mone were determined to be NEOs for purposes of this proxy statement
and were not determined to be NEOs in 2014 or 2013. Therefore, the Summary Compensation Table only includes
compensation information for Ms. Andreasen and Messrs. Bryson and Mone for 2015.
36
(11) Amount consists of matching contributions to our 401(k) retirement plan made by us on Mr. Ellawala’s
behalf and premiums paid on a life insurance policy for Mr. Ellawala’s benefit and an associated $57 tax
gross-up.
(12) Amount consists of a bonus paid in connection with the closing of our IPO in October 2013 and a $275,000
sign-on bonus.
(13) Mr. Mone was awarded 27,263 shares of restricted stock in April 2015, of which 20,448 unvested shares
were forfeited upon his departure from the company in November 2015. On August 2, 2015, the
Compensation Committee modified a portion of Mr. Mone’s unvested restricted stock awards, which would
have otherwise been forfeited upon his departure, to accelerate vesting to November 1, 2015. The total
amount represents the grant date fair value of the April 2015 restricted stock award ($500,003), as well as
the aggregate incremental fair value of the modified awards, computed as of the date of modification in
accordance with the provisions of FASB ASC 718 ($257,192).
(14) Mr. Mone was awarded an option to purchase 81,788 shares of common stock in April 2015, of which
59,638 unvested shares were forfeited upon his departure from the company in November 2015. On
August 2, 2015, the Compensation Committee modified a portion of Mr. Mone’s unvested stock options,
which would have otherwise been forfeited upon his departure, to accelerate vesting to November 1, 2015.
The total amount represents the grant date fair value of the April 2015 stock option grant ($817,062), as well
as the aggregate incremental fair value of the modified awards, computed as of the date of modification in
accordance with the provisions of FASB ASC 718 ($480,788).
(15) Amount consists of matching contributions to our 401(k) retirement plan made by us on Mr. Mone’s behalf,
COBRA premiums and a severance payment of $46,154.
P
r
o
x
y
S
t
a
t
e
m
e
n
t
37
2015 Grants of Plan-Based Awards
The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year
ended December 31, 2015.
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Hari Ravichandran . . . — (5)
9/18/15
1,678,980(6) 2,350,571(6) 3,693,754(6)
Marc Montagner . . . . — (7) 48,029
96,058 144,087
9/15/15
9/15/15
Ronald LaSalvia . . . . —
110,000 220,000 330,000
4/30/15
4/30/15
Kathy Andreasen . . . . —
77,404 154,808 232,212
4/30/15
4/30/15
David Bryson . . . . . . . —
67,500 135,000 202,500
4/30/15
4/30/15
Tivanka Ellawala . . . . — (8) 112,500
225,00 337,500
John Mone . . . . . . . . . — (8) 90,000 180,000 270,000
4/30/15
4/30/15
11/1/15(9)
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
Exercise
or Base
Price of
Option
Awards
($/sh)
84,345
54,526
27,263
20,447
253,036
14.82
163,577
18.34
81,788
18.34
61,341
18.34
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(4)
35,365,478
1,249,993
2,024,288
1,000,007
1,634,134
500,003
817,062
374,998
612,797
27,263
81,778
18.34
12,726(10) 43,708(10)
(10)
500,003
817,062
737,980(10)
(1) The MIP was approved by the Compensation Committee in February 2014. These columns show the potential bonus
payments for each NEO under the MIP as if the financial goals established for 2015 had been achieved at the
threshold, target or maximum levels. The bonus payments under the MIP could range from zero if the threshold level
of financial performance is not achieved, to a maximum of 150% of the target. Actual bonus payments paid to our
NEOs under the MIP for 2015 performance are shown in the Summary Compensation Table above in the column titled
“Non-Equity Incentive Plan Compensation.” For a description of the financial goals under the MIP, see
“Compensation Discussion and Analysis—2015 Executive Compensation—Components of 2015 Executive
Compensation—Annual Bonus” above.
(2) Except as noted in footnote (10), represents restricted stock awards that vest annually over a four year period
beginning on the date of grant, with 25% vesting on the first anniversary of grant and another 25% vesting on each
successive anniversary of that date.
(3) Except as noted in footnote (10), represents stock options that vest over a four-year period beginning on the date of
grant, with 25% vesting on the first anniversary of grant and the remainder vesting in equal monthly installments
thereafter.
(4) Amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with the provisions
of FASB ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 11 to our consolidated
financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
(5) Pursuant to Mr. Ravichandran’s employment agreement, Mr. Ravichandran was not eligible for an annual bonus for
2015, see “Compensation Discussion and Analysis—2015 Executive Compensation—Hari Ravichandran—2015
Compensation—Base Salary and Bonus Changes” above.
(6) Represents the aggregate number of shares underlying Mr. Ravichandran’s PRSA that may be earned if the threshold,
target or maximum performance goals are achieved. For a description of the PRSA, see “Compensation Discussion
and Analysis—2015 Executive Compensation—Hari Ravichandran—2015 Compensation” above.
38
(7) Mr. Montagner was eligible to receive a bonus payment under the MIP for 2015 that was prorated for the amount
of time Mr. Montagner was employed by us in 2015.
(8) The threshold, target and maximum amounts included in the table for Messrs. Ellawala and Mone represent the
amounts they would have been entitled to had they remained executive officers through 2015. Due to
Mr. Ellawala’s transition to a new role at the company and Mr. Mone’s departure from the company during the
year, they were not eligible for a payout under the MIP in 2015.
(9) The equity acceleration described in footnote (10) was approved by the Compensation Committee on August 2,
2015.
(10) As described in the Summary Compensation Table, a portion of Mr. Mone’s equity awards was modified to
accelerate vesting to November 1, 2015, the date of his departure from the company. The amount in the Grant
Date Fair Value of Stock and Option Awards column represents the aggregate incremental fair value of the
modified awards, computed as of the date of modification in accordance with the provisions of FASB ASC 718.
The assumptions that we used to calculate these amounts are discussed in Note 11 to our consolidated financial
statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Outstanding Equity Awards at 2015 Fiscal Year-End
The following table sets forth information regarding outstanding stock awards held as of December 31, 2015 by
our NEOs.
Name
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of Stock
that Have Not
Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested of
Stock That
Have Not
Vested($)(1)
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested($)(1)
P
r
o
x
y
S
t
a
t
e
m
e
n
t
1,483,099(6) 16,210,272
Hari Ravichandran . . . . . . 1,477,308
1,250,880(2)
12.00 10/25/23
Marc Montagner . . . . . . .
—
253,036(7)
14.82
9/15/25
Ronald LaSalvia . . . . . . .
120,100
—
101,639(9)
163,577(10) 18.34
12.00 10/25/23
4/30/25
Kathy Andreasen . . . . . . .
80,062
—
67,764(9)
81,788(10) 18.34
12.00 10/25/23
4/30/25
David Bryson . . . . . . . . . .
80,062
—
67,764(9)
61,341(10) 18.34
12.00 10/25/23
4/30/25
Tivanka Ellawala . . . . . . .
120,100
John Mone . . . . . . . . . . . .
107,790
22,150
—
—
—
12.00 10/25/23
12.00 10/25/23
4/30/25
18.34
220,765(3)
22,158(4)
195,881(5)
2,412,961
242,187
2,140,979
84,345(8)
921,891
19,567(11)
54,526(12)
213,867
595,969
9,403(13)
13,045(11)
27,263(12)
102,775
142,582
297,985
13,045(11)
20,447(12)
142,582
223,486
19,567(11)
213,867
(1) Represents the fair market value of shares that were unvested as of December 31, 2015, based on the closing
market price of $10.93 on that date.
39
(2) These stock options vest in equal monthly installments over a four-year period beginning on October 25,
2013.
(3) Represents restricted stock units, or RSUs, which vest in equal monthly installments over a four-year period
beginning on October 25, 2013. The common stock represented by these RSUs will not be delivered to
Mr. Ravichandran until the earlier to occur of November 24, 2017, the closing of a change in control of the
company, 30 days following his death or disability, or three days after the termination of his service with us.
(4) Represents RSUs which vest in equal monthly installments through February 22, 2016. The common stock
represented by these RSUs will not be delivered to Mr. Ravichandran until the earlier to occur of
October 30, 2016, the closing of a change in control of the company, 30 days following his death or
disability, or three days after the termination of his service with us.
(5) Represents the aggregate number of shares underlying Mr. Ravichandran’s PRSA that were earned by
Mr. Ravichandran through December 31, 2015. Mr. Ravichandran must remain employed by us through
June 30, 2018 in order for the shares to vest, except in the following circumstances: Mr. Ravichandran’s
employment is terminated due to death or disability; we terminate Mr. Ravichandran’s employment without
cause or he resigns for good reason; or a change in control of our company occurs while Mr. Ravichandran
is employed by us. Upon the occurrence of any of the foregoing events, the shares will vest immediately.
For a description of the PRSA, see “Compensation Discussion and Analysis—2015 Executive
Compensation—Hari Ravichandran—2015 Compensation” above.
(6) Represents the remaining number of shares that may be earned by Mr. Ravichandran based on achievement
of threshold performance pursuant to Mr. Ravichandran’s PRSA. For a description of the PRSA, see
“Compensation Discussion and Analysis—2015 Executive Compensation—Hari Ravichandran—2015
Compensation” above.
(7) These stock options vest over a four-year period beginning on September 15, 2015, with 25% vesting on
September 15, 2016 and the remainder vesting in equal monthly installments thereafter.
(8) These restricted shares vest annually over a four-year period beginning on September 15, 2015, with 25%
vesting on September 15, 2016 and 25% vesting on each successive anniversary of that date through
September 15, 2019.
(9) These stock options vest over a four-year period beginning on October 25, 2013, with 25% having vested on
October 25, 2014 and the remainder vesting in equal monthly installments thereafter.
(10) These stock options vest over a four-year period beginning on April 1, 2015, with 25% vesting on April 1,
2016 and the remainder vesting in equal monthly installments thereafter.
(11) These restricted shares vest annually over a four-year period beginning on October 25, 2013, with 25%
having vested on October 25, 2014 and 25% vesting on each successive anniversary of that date through
October 25, 2017.
(12) These restricted shares vest annually over a four-year period beginning on April 1, 2015, with 25% vesting
on April 30, 2016 and 25% vesting on each successive anniversary of that date through April 1, 2019.
(13) These restricted shares vest in equal monthly installments through September 15, 2016.
2015 Option Exercises and Stock Vested
The following table sets forth information regarding stock acquired upon vesting by our NEOs during the
year ended December 31, 2015.
Name
Stock Awards
Number of Shares Acquired
on Vesting (#)(1)
Value Realized on Vesting
($)(2)
Hari Ravichandran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marc Montagner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Mone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253,332(3)
—
45,243
19,025
41,983
93,194
49,884(4)
4,438,328
—
774,732
319,518
725,111
1,622,911
837,425
40
P
r
o
x
y
S
t
a
t
e
m
e
n
t
(1) The number of shares acquired on vesting of stock awards reflects the gross number of shares vested,
including shares that were sold to cover the payment of withholding taxes pursuant to the terms of the 2013
Stock Incentive Plan.
(2) Value determined by multiplying the number of vested shares by the closing market price of our common
stock on the vesting date.
(3) Amount represents vested RSUs of which (i) 120,396 shares of common stock will not be delivered to
Mr. Ravichandran until the earlier to occur of November 24, 2017, the closing of a change in control of the
company, 30 days following his death or disability, or three days after the termination of his service with us
and (ii) 132,936 shares of common stock will not be delivered to Mr. Ravichandran until the earlier to occur
of October 30, 2016, the closing of a change in control of the company, 30 days following his death or
disability, or three days after the termination of his service with us.
(4) As described in the Summary Compensation Table, a portion of Mr. Mone’s unvested restricted stock
awards was modified to accelerate vesting to November 1, 2015, the date of his departure from the
company. Amount includes 12,726 shares acquired as a result of such accelerated vesting.
Employment and Compensation Arrangements with Named Executive Officers
Hari Ravichandran
Employment Agreement
We are party to an employment agreement with Mr. Ravichandran dated September 30, 2013. This
agreement has an initial term of three years and then automatically renews for successive one-year terms, unless
either we or Mr. Ravichandran provides written notice of non-renewal to the other party at least 90 days prior to
the expiration of the then-current term, or if it is terminated earlier in accordance with its terms. Other material
terms of the agreement are summarized below.
Base Salary, Bonus and Equity
In September 2015, we and Mr. Ravichandran amended his employment agreement to reduce his base salary
from $750,000 to $200,000 effective October 1, 2015, and to reduce his annual cash bonus with respect to
calendar years 2015, 2016 and 2017 to zero unless otherwise determined by the Board or the Compensation
Committee. Prior to this amendment, Mr. Ravichandran was entitled to receive an annual base salary of $750,000
and an annual bonus with a target opportunity of 100% of his base salary, with a maximum of 200% of his base
salary.
The employment agreement, as amended, provides that Mr. Ravichandran’s base salary will be reviewed for
increase no later than June 30, 2018, which is the end of the Performance Period under the PRSA granted to him
by our Compensation Committee and Board in September 2015. For more information regarding the PRSA and
the amendment to the employment agreement, please see “Compensation Discussion and Analysis—2015
Executive Compensation—Hari Ravichandran—2015 Compensation” above.
Payments upon Termination of Employment
If Mr. Ravichandran’s employment is terminated without cause or he resigns his employment for good
reason, as such terms are defined in his employment agreement, he is entitled under his employment agreement
to the following severance payments:
•
•
continued payment of his base salary for a period of 24 months;
payment of an amount equal to two times the prior year’s annual bonus (or if the termination occurs
within the one-year period following a change in control, an amount equal to the greater of the prior
year’s annual bonus or his target annual bonus);
41
•
•
a lump sum payment in an amount that, after applicable taxes, is equal to the monthly COBRA
premium that Mr. Ravichandran would be required to pay to continue group health insurance coverage
for a period of 18 months following his termination; and
in the event that the termination occurs within the one-year period following a change in control, full
acceleration of all unvested equity awards held by Mr. Ravichandran as of his termination date.
In order to receive these severance payments, Mr. Ravichandran must sign a general release in favor of us
and our affiliates and abide by specified restrictive covenants, including two-year non-competition and non-
solicitation covenants, as well as confidentiality and non-disparagement obligations.
In addition, if Mr. Ravichandran’s employment is terminated due to death or disability, he (or his estate or
beneficiaries) will be entitled to exercise any vested stock options until the earlier of 3 years following the
termination date or the final date such options are exercisable by their terms.
Please see “Compensation Discussion and Analysis—2015 Executive Compensation—Hari Ravichandran—
2015 Compensation” for a discussion of the treatment of his PRSA upon termination of employment or a change
in control.
Marc Montagner
Employment Agreement
We are party to an employment agreement with Mr. Montagner dated August 3, 2015. Mr. Montagner’s
employment agreement has an initial term of two years, beginning on September 15, 2015, and then it
automatically renews for successive one-year terms, unless either we or Mr. Montagner provides written notice
of non-renewal to the other party at least 90 days prior to the expiration of the then-current term, or if it is
terminated earlier in accordance with its terms. The material terms of Mr. Montagner’s employment agreement
are summarized below.
Base Salary and Bonuses; Relocation Benefits
Mr. Montagner’s annual base salary is $450,000 and he is eligible to earn an annual bonus in accordance
with the MIP, with a target opportunity of 75% of his base salary. Pursuant to his employment agreement,
Mr. Montagner was also entitled to a sign-on bonus of $400,000 which was paid in two installments over 2015
and 2016, a relocation bonus of $250,000, and certain other relocation-related reimbursements.
Payments upon Termination of Employment
In the event Mr. Montagner is terminated without cause or he resigns his employment for good reason (as
such terms are defined in his employment agreement), he will be entitled to continued payment of his base salary
for a period of 12 months, or if the termination occurs within the one-year period following a change in control
(as such terms are defined in his employment agreement) (as such terms are defined in his employment
agreement), 24 months; payment of his annual bonus at target over a period of 12 months, or if the termination
occurs within the one-year period following a change in control, 24 months; and reimbursement on a monthly
basis for the COBRA premiums that he would be required to pay to continue group health insurance coverage for
a period of up to 18 months following his termination. In order to receive these severance payments,
Mr. Montagner must sign a general release in favor of us and our affiliates and abide by specified restrictive
covenants, including 18-month non-competition and non-solicitation covenants, as well as confidentiality and
non-disparagement obligations.
Equity Acceleration upon a Change in Control
The award agreements governing Mr. Montagner’s equity awards provide that in the event we undergo a change
in control and Mr. Montagner’s employment is terminated without cause by us within the one-year period following
the change in control, any remaining unvested portion of his equity awards will vest in full as of his termination date.
42
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Ronald LaSalvia, Kathy Andreasen and David Bryson
We are party to employment agreements effective February 22, 2016, which we refer to in this section as the
Employment Agreements, with each of Mr. LaSalvia, Ms. Andreasen and Mr. Bryson, each of whom we refer to
in this section as an Executive. With the exception of base salary and target bonus percentage, which are
summarized in the table below, each of the Employment Agreements has substantially identical terms.
Base Salary and Bonus
Name
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base Salary
($)
400,000
350,000
300,000
Annual Target
Bonus Opportunity
under the MIP
60%
50%
50%
Term
Each of the Employment Agreements has an initial term of two years and then automatically renews for
successive one-year terms, unless either we or the Executive provides written notice of non-renewal to the other
party at least 90 days prior to the expiration of the then-current term, or if it is terminated earlier in accordance
with its terms.
Payments upon Termination of Employment
In the event the Executive is terminated without cause or resigns his or her employment for good reason (as
such terms are defined in the applicable employment agreement), the Executive will be entitled to continued
payment of his or her base salary for a period of 12 months, or if the termination occurs within the one-year
period following a change in control (as defined in the applicable employment agreement), 18 months; payment
of annual bonus at target over a period of 12 months, or if the termination occurs within the one-year period
following a change in control, 18 months; and reimbursement on a monthly basis for the COBRA premiums that
the Executive would be required to pay to continue group health insurance coverage for a period of up to 18
months following his or her termination. In order to receive these severance payments, the Executive must sign a
general release in favor of us and our affiliates and abide by specified restrictive covenants, including 18-month
non-competition and non-solicitation covenants, as well as confidentiality and non-disparagement obligations.
Equity Acceleration upon a Change in Control
The award agreements governing each Executive’s equity awards provide that in the event we undergo a
change in control and the Executive’s employment is terminated without cause by us within the one-year period
following the change in control (as such terms are defined in the applicable award agreement), any remaining
unvested portion of his or her equity awards will vest in full as of his or her termination date. In addition, if
Ms. Andreasen resigns for good reason (as defined in her award agreement) during the one-year period following
a change in control, the shares described in footnote 13 to the “Outstanding Equity Awards at 2015 Fiscal Year-
End” table above will vest in full as of her termination date.
Tivanka Ellawala
Mr. Ellawala resigned from his position as our Chief Financial Officer effective September 15, 2015 for
family-related reasons. As of that date, our previous employment agreement with Mr. Ellawala terminated.
Mr. Ellawala remains an employee and has transitioned to a new role as head of e-commerce. In connection
with this role transition, we entered into a letter agreement with Mr. Ellawala providing that he would have no
43
further rights to certain shares of restricted stock and stock options that were unvested as of December 31, 2015,
with the exception of the 19,567 shares of restricted stock that are reflected in the “Outstanding Equity Awards at
2015 Fiscal Year-End” table above. The award agreement governing these shares provides that in the event we
undergo a change in control and Mr. Ellawala’s employment is terminated without cause by us within the one-
year period following the change in control, as such terms are defined in his award agreement, any portion of
these shares that remain unvested as of his termination date will vest in full.
John Mone
Mr. Mone ceased serving as our Chief Information Officer as of August 7, 2015 and his employment with
us terminated effective November 1, 2015. In connection with the termination of Mr. Mone’s employment, we
entered into a Separation Agreement that provided for continued payment of Mr. Mone’s base salary for a period
of 12 months, reimbursement on a monthly basis for the COBRA premiums that he would be required to pay to
continue group health insurance coverage for a period of 12 months following his termination, and accelerated
vesting of a total of 12,726 restricted shares and 43,708 shares subject to stock options. Please see “Potential
Payments Upon Termination or Change in Control” table below.
Potential Payments Upon Termination or Change in Control
The table below shows the benefits potentially payable to each of our NEOs if his or her employment were
terminated by us without cause or by the NEO for good reason, if there were a change in control of our company
or in the event of the NEO’s death or disability, and if he or she were terminated within 12 months following a
change in control. Except as otherwise indicated, these amounts are calculated on the assumption that the
employment termination and change in control both took place on December 31, 2015.
Benefits Payable Upon Termination
Without Cause/Good Reason
Benefits Payable Upon a
Change in Control or
Termination due to Death
or Disability
Additional Benefits Payable
Upon Termination Within 12
Months of a Change in Control
Name
Severance
Payments ($)
COBRA
($)(1)
Hari Ravichandran . . . . . . .
Marc Montagner . . . . . . . .
Ronald LaSalvia . . . . . . . .
Kathy Andreasen . . . . . . . .
David Bryson . . . . . . . . . . .
Tivanka Ellawala . . . . . . . .
. . . . . . . . . .
John Mone(3)
1,900,000
787,500
640,000
525,000
450,000
—
400,000
17,511
17,511
1,790
17,511
17,511
—
17,511
Equity
Acceleration
($)
2,140,979(2)
—
—
—
—
—
198,310(4)
Equity Acceleration
($)
Severance
Payments ($)
23,550,773(2)
—
—
—
—
—
—
—
450,000
200,000
—
150,000
—
—
Equity
Acceleration
($)(2)
2,655,148
921,891
809,836
543,341
366,068
213,867
—
(1) Calculated based on the estimated cost to us of providing these benefits.
(2) Amounts represent the fair market value as of December 31, 2015 of any shares that would vest, using a per
share fair market value equal to $10.93, the closing market price per share of our common stock on
December 31, 2015. The value of any option shares that would vest is reported as $0 because the exercise
price of each option was higher than the closing market price per share of our common stock on
December 31, 2015.
(3) Amounts shown for Mr. Mone are the actual amounts paid or payable to him under his Separation
Agreement with us. See “Employment and Compensation Arrangements with Named Executive Officers—
John Mone.”
(4) Amount represents the (i) the fair market value as of October 30, 2015 of the shares that vested in
connection with Mr. Mone’s termination and (ii) the aggregate amount by which the fair market value as of
October 30, 2015 of the option shares that vested in connection with Mr. Mone’s termination exceeded the
aggregate exercise price of the options, in each case using a per share fair market value equal to $13.33, the
closing market price per share of our common stock on October 30, 2015, the trading day immediately
preceding Mr. Mone’s termination.
44
Director Compensation
We compensate our directors who are neither employees of our company nor affiliates of Warburg Pincus or
Goldman Sachs, or our eligible directors, for their service as directors. Accordingly, Mr. Ravichandran, our Chief
Executive Officer, does not receive any additional compensation for his service as a director. In addition, neither
Messrs. Neary, Reedy and Sadrian, each of whom is affiliated with Warburg Pincus, nor Mr. DiSabato, who is
affiliated with Goldman Sachs, receive any compensation for their service as directors.
Cash Retainers. Our eligible directors are entitled to receive cash retainer fees in consideration of their
Board service as follows:
Annual retainer fee for service on our Board . . . . . . . . . . . . . .
Additional annual retainer fees for committee service:
$80,000
Committee chair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Committee member (other than chair) . . . . . . . . . . . . . . .
$20,000
$10,000
Per-Meeting Fees. In the event the Board holds more than five Board meetings in a calendar year (including
special meetings held in person but excluding all telephonic Board meetings and all committee meetings), each
eligible director will receive a per-meeting attendance fee of $5,000 for each Board meeting in excess of five that
he attends in person during that calendar year. In 2015, the Board did not hold more than five in-person meetings,
and therefore we did not pay any per-meeting fees to our directors.
Each member of our Board is entitled to reimbursement for reasonable travel and other expenses incurred in
connection with attending Board meetings and meetings for any committee on which he serves.
2015 Eligible Director Compensation
The following table sets forth information regarding the compensation of our eligible directors for their
service on our Board in 2015:
Name
Fees
Earned
or Paid in
Cash
($)
Stock
Awards
($)
Option
Awards(1)
($)
All Other
Compensation
($)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dale Crandall
Tomas Gorny . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Hayford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peter Perrone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100,000 —
80,000 —
90,000 —
90,000 —
—
—
—
—
—
—
—
—
Total
($)
100,000
80,000
90,000
90,000
(1) As of December 31, 2015, each of Mr. Crandall, Mr. Gorny, Mr. Hayford and Mr. Perrone held outstanding
options to purchase 78,250 shares of our common stock.
P
r
o
x
y
S
t
a
t
e
m
e
n
t
45
Equity Compensation Plan Information
The following table provides information as of December 31, 2015 about the securities authorized for
issuance under our equity compensation plans.
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights
Weighted
Average
Exercise Price
of Outstanding
Options
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans(1)
Equity Compensation Plans Approved by Security Holders . . .
Equity Compensation Plans Not Approved by Security
7,432,481(2)
$13.83(3)
5,119,592
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
531,719(4)
7,964,200
N/A
$13.83
—
5,119,592
(1) Consists of shares available for future issuance pursuant to the 2013 Stock Incentive Plan.
(2) Consists of 6,950,858 shares subject to outstanding stock options and 481,623 shares issuable pursuant to
RSUs granted in 2013 to Mr. Ravichandran, in each case issued under the 2013 Stock Incentive Plan.
(3) This figure does not take into account the shares issuable pursuant to RSUs, which have no exercise price.
(4) Consists of shares issuable pursuant to RSUs granted in 2013 to Mr. Ravichandran.
46
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the beneficial ownership of our common stock, as
of March 18, 2016, by:
•
•
•
•
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our
common stock;
each of our directors;
each of our NEOs; and
all of our executive officers and directors as a group.
The number of shares beneficially owned by each stockholder is determined under SEC rules and includes
voting or investment power with respect to securities. Under these rules, beneficial ownership includes any
shares as to which the individual or entity has sole or shared voting power or investment power. In computing the
number of shares beneficially owned by an individual or entity and the percentage ownership of that person,
shares of common stock subject to options, warrants or other rights held by such person that are currently
exercisable or will become exercisable within 60 days after March 18, 2016 are considered outstanding, although
these shares are not considered outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise indicated, the address of all listed stockholders is c/o Endurance International Group
Holdings, Inc., 10 Corporate Drive, Suite 300, Burlington, Massachusetts 01803. Each of the stockholders listed
has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless
noted otherwise, subject to community property laws where applicable. Beneficial ownership representing less
than 1% is denoted with an asterisk (*).
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Name of Beneficial Owner
5% Stockholders
Number of
Shares
Beneficially
Owned
Percentage of
Shares
Beneficially
Owned
Investment funds and entities affiliated with Warburg Pincus(1) . . . . . . .
FMR LLC(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds and entities affiliated with Goldman Sachs(3) . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
T. Rowe Price Associates, Inc.(4)
47,697,956
20,293,241
15,378,539
11,628,134
Executive Officers and Directors
Hari Ravichandran(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marc Montagner(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kathy Andreasen(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Bryson(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Mone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
James C. Neary(11)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dale Crandall(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joseph P. DiSabato(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tomas Gorny(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Hayford(12)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peter J. Perrone(12)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chandler J. Reedy(11)
Justin L. Sadrian(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All executive officers and directors as a group (15 persons) . . . . . . .
12,049,438
307,559
658,182
339,105
442,796
182,744
141,737
47,697,956
48,902
15,378,539
2,368,906
49,772
63,902
47,697,956
47,697,956
79,729,538
34.6%
14.7%
11.2%
8.4%
8.6%
*
*
*
*
*
*
34.6%
*
11.2%
1.7%
*
*
34.6%
34.6%
56.5%
(1) Consists of (i) 34,034,036 shares of our common stock owned by Warburg Pincus Private Equity X, L.P.
and (ii) 1,088,808 shares of our common stock owned by Warburg Pincus X Partners, L.P., both Delaware
47
limited partnerships (together, the “WP X Funds”) and (iii) 12,575,112 shares of our common stock owned
by WP Expedition Co-Invest L.P., a Delaware limited partnership (“WP Co-Invest” and together with the
WP X Funds, the “Warburg Pincus entities”). Warburg Pincus X, L.P., a Delaware limited partnership (“WP
X LP”), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited
partnership (“WP X GP”), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability
company (“WPP GP”) is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware
limited partnership (“WP Partners”), is the managing member of WPP GP and the general partner of WP
Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”) is
the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership (“WP”), is the
managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company (“WP
LLC”), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each managing general
partners of WP and managing members and co-chief executive officers of WP LLC and may be deemed to
control the Warburg Pincus entities. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP
Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy have shared voting and investment control of all of
the shares owned by the WP X Funds. WP Co-Invest, WP Partners, WP Partners GP, WP, Mr. Kaye and
Mr. Landy have shared voting and investment control of all of the shares owned by WP Co-Invest. The
business address of the Warburg Pincus entities is c/o Warburg Pincus LLC, 450 Lexington Avenue, New
York, New York 10017.
(2) Based on the Amendment No. 2 to Schedule 13G filed on February 12, 2016 by FMR LLC, a parent holding
company of Fidelity Management & Research (Hong Kong) Limited and certain other investment adviser
entities, and Abigail P. Johnson. In such filing, (i) FMR LLC discloses it has sole voting power over
337,645 shares of our common stock and sole dispositive power over 20,293,241 shares of our common
stock and (ii) Ms. Johnson discloses she has sole dispositive power over 20,293,241 shares of our common
stock. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of
FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners,
directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting
power of FMR LLC, and through their ownership of voting common shares and a shareholders’ voting
agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR
LLC. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(3) Consists of (i) 6,656,301 shares of our common stock owned by GS Capital Partners VI Fund, L.P., a
Delaware limited partnership; (ii) 5,536,478 shares of our common stock owned by GS Capital Partners VI
Offshore Fund L.P., a Cayman Islands exempted limited partnership; (iii) 1,830,369 shares of our common
stock owned by GS Capital Partners VI Parallel, L.P., a Delaware limited partnership; (iv) 236,565 shares of
our common stock owned by GS Capital Partners VI GmbH & Co. KG, a German limited partnership;
(v) 534,373 shares of our common stock owned by Bridge Street 2011, L.P., a Delaware limited partnership;
(vi) 234,533 shares of our common stock owned by Bridge Street 2011 Offshore, L.P., a Cayman Islands
exempted limited partnership; (vii) 349,502 shares of our common stock owned by MBD 2011 Holdings,
L.P., a Cayman exempted limited partnership (collectively, the “GS Entities”) and (viii) 418 shares of our
common stock owned by Goldman, Sachs & Co. (“GS”). GS is the investment manager for certain of the
GS Entities; for a description of transactions between the Company and GS, see the “Related Person
Transactions” section of this proxy statement. GS is a direct and indirect wholly owned subsidiary of The
Goldman Sachs Group, Inc. (“GSG”). The GS Entities, of which affiliates of GSG are the general partner,
managing general partner or investment manager, share voting and investment power with certain of its
respective affiliates. All voting and investment decisions for the GS Entities are made by the Merchant
Banking Division Corporate Investment Committee of GS, which is currently comprised of Richard A.
Friedman, Joseph H. Gleberman, Thomas G. Connolly, John F. Daly, Joseph P. DiSabato, Elizabeth C.
Fascitelli, Bradley J. Gross, Martin A. Hintze, Stephanie Hui, Adrian M. Jones, Michael E. Koester, Scott
Lebovitz, Sanjeev Mehra, Kenneth A. Pontarelli, Sumit Rajpal, James H. Reynolds, Ankur Sahu and
Andrew E. Wolff, through voting by the committee members. The business address of GS and the GS
Entities is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282.
(4) Based on the Amendment No. 1 to Schedule 13G filed on February 11, 2016 by T. Rowe Price Associates,
Inc. (“TRP”) and T. Rowe Price New Horizons Fund, Inc. (“TRP New Horizons”). In such filing, (i) TRP
48
P
r
o
x
y
S
t
a
t
e
m
e
n
t
(5)
discloses it has sole voting power over 2,238,500 shares of our common stock and sole dispositive power
over 11,628,134 shares of our common stock and (ii) TRP New Horizons discloses it has sole voting power
over 8,006,474 shares of our common stock. The business address of TRP and TRP New Horizons is 100 E.
Pratt Street, Baltimore, Maryland 21202.
Includes 8,621,311 shares of our common stock directly owned by Mr. Ravichandran and an aggregate of
890,678 shares of our common stock held by the 2013 Ravichandran Family GST Trust, the Hari
Ravichandran 2014 Grantor Retained Annuity Trust and the Hari Ravichandran 2015 Grantor Retained
Annuity Trust (together, the “Trusts”). Mr. Ravichandran has sole voting and dispositive power with respect
to the shares held by the Trusts. Also includes 3,497,873 shares of our common stock that remain subject to
vesting as of March 18, 2016, 832,709 shares of our common stock underlying restricted stock units that
have vested as of March 18, 2016 or will become vested within 60 days of that date, and 1,704,740 shares of
our common stock subject to stock options that are exercisable or will become exercisable within 60 days of
March 18, 2016.
(6) Consists of 307,559 shares of our common stock that remain subject to vesting as of March 18, 2016.
(7) Consists of 154,427 shares of our common stock that have vested as of March 18, 2016, 320,878 shares of
our common stock that remain subject to vesting as of that date and 182,877 shares of our common stock
subject to stock options that are exercisable or will become exercisable within 60 days of March 18, 2016.
(8) Consists of 38,081 shares of our common stock that have vested as of March 18, 2016, 186,496 shares of
our common stock that remain subject to vesting as of that date and 114,528 shares of our common stock
subject to stock options that are exercisable or will become exercisable within 60 days of March 18, 2016.
(9) Consists of 305,425 shares of our common stock that have vested as of March 18, 2016, 28,381 shares of
our common stock that remain subject to vesting as of that date and 108,990 shares of our common stock
subject to stock options that are exercisable or will become exercisable within 60 days of March 18, 2016.
(10) Consists of 43,077 shares of our common stock that have vested as of March 18, 2016, 19,567 shares of our
common stock that remain subject to vesting as of that date and 120,100 shares of our common stock subject
to stock options that are exercisable or will become exercisable within 60 days of March 18, 2016.
(11) Messrs. Neary, Reedy and Sadrian are partners of WP and managing directors and members of WP LLC.
All shares indicated as owned by Messrs. Neary, Reedy and Sadrian are included because of their affiliation
with the Warburg Pincus entities. Charles R. Kaye and Joseph P. Landy are managing general partners of
WP and managing members and co-presidents of WP LLC and may be deemed to control the Warburg
Pincus entities.
(12) Includes 48,902 shares of our common stock subject to stock options that are exercisable or will become
exercisable within 60 days of March 18, 2016.
(13) GS is a direct and indirect wholly owned subsidiary of GSG. The shares are owned by GS and the GS
Entities. The GS Entities, of which affiliates of GSG are the general partner, managing general partner or
investment manager, share voting and investment power with certain of its respective affiliates.
Mr. DiSabato is a managing director of GS.
(14) Mr. Gorny is the grantor and trustee of The Tomas and Aviva Gorny Family Trust and the grantor of each of
The Tomas and Aviva Gorny Irrevocable Trust and The Gorny 2013 Irrevocable Trust (collectively, the
“Gorny Trusts”). As a result, Mr. Gorny may have voting and investment control over, and may be deemed
to be the beneficial owner of, an aggregate of 2,302,782 shares of our common stock owned by the Gorny
Trusts. The number of shares beneficially owned by Mr. Gorny also includes 48,902 shares of our common
stock subject to stock options that are exercisable or will become exercisable within 60 days of March 18,
2016.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, officers and beneficial owners of more than 10%
of our common stock to file reports of ownership and changes of ownership with the SEC on Forms 3, 4 and 5.
We believe that during 2015, our directors, officers and beneficial owners of more than 10% of our common
stock timely complied with all applicable filing requirements, except that (1) a Form 4 was filed late on behalf of
Timothy Mathews in connection with an equity grant of our common stock on July 27, 2015, and (2) the Forms 4
49
were not filed on behalf of Michael Hayford in connection with certain shares that were inadvertently acquired
and sold by Mr. Hayford’s advisers in a series of twenty transactions, contrary to Mr. Hayford’s instructions,
pursuant to a discretionary investment management agreement. The shares inadvertently acquired and sold by
Mr. Hayford were reported on a Form 5 filed with the SEC on February 16, 2016. In making these disclosures,
we relied solely on a review of copies of such reports filed with the SEC and furnished to us and written
representations that no other reports were required.
50
P
r
o
x
y
S
t
a
t
e
m
e
n
t
PROPOSAL 1
ELECTION OF DIRECTORS
Our certificate of incorporation provides for a classified board. This means our Board is divided into three
classes, with each class having as nearly as possible an equal number of directors. The term of service of each
class of directors is staggered so that the term of one class expires at each annual meeting of the stockholders.
Our Board currently consists of nine members, divided into three classes as follows:
• Class I consists of Michael Hayford, Peter Perrone and Chandler Reedy, each with a term ending at the
2017 annual meeting;
• Class II consists of Dale Crandall, Tomas Gorny and Justin Sadrian, each with a term ending at the
2018 annual meeting; and
• Class III consists of Joseph DiSabato, James Neary and Hari Ravichandran, each with a term ending at
this Annual Meeting.
At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those
directors whose terms are expiring. Messrs. DiSabato, Neary and Ravichandran are current directors whose terms
expire at the Annual Meeting. Messrs. DiSabato, Neary and Ravichandran are each nominated for re-election as a
Class III director, with a term ending in 2019.
Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of all of the Class III
nominees identified above to a three-year term ending in 2019, each such nominee to hold office until his
successor has been duly elected and qualified. Each of the nominees has indicated his willingness to serve on our
Board, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy
for a substitute nominee designated by our Board. We do not expect that any of the nominees will be unable to
serve if elected.
A plurality of the combined voting power of the shares of common stock present in person or represented by
proxy at the Annual Meeting and entitled to vote is required to elect each nominee as a director.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF
MESSRS. DISABATO, NEARY AND RAVICHANDRAN.
PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing our stockholders the opportunity to vote to approve, on a non-binding advisory basis, the
compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC’s rules. This
proposal, which is commonly referred to as “say-on-pay,” is required by Section 14A of the Exchange Act.
Our executive compensation program is designed to attract, retain and reward the best possible executive
talent and to align our executives’ incentives with our business goals, the creation of stockholder value, and the
long-term growth of our company. Key features of our executive compensation program include:
• Long-term incentives in the form of stock options, restricted stock and restricted stock units account for
a significant majority of our executives’ compensation, which link executive and stockholder interests
and reward executives for appreciation in our stock price.
51
• Mr. Ravichandran’s 2015 compensation consists almost entirely of performance-based restricted stock,
which is earned based upon our achievement of specified free cash flow per share goals.
• Our annual cash bonus program, the Management Incentive Plan, is tied to the achievement of
designated company performance targets, as well as to individual performance.
• Our executive compensation is benchmarked annually by our independent compensation consultant
against a peer group of companies within a reasonable size range of us.
• Our NEOs do not have guaranteed base salary increases, bonuses, pension benefits, or “golden
parachute” excise tax gross-up arrangements.
• With very limited exceptions, we do not provide any benefits or perquisites to NEOs that are not also
available to other employees.
We encourage stockholders to closely read the “Executive Compensation” section of this proxy statement
beginning with the “Compensation Discussion and Analysis” on page 25, which describes in detail our executive
compensation program, certain best practices that it features, and the decisions made by our Compensation
Committee and our Board with respect to executive compensation for the year ended December 31, 2015.
Our Board is asking stockholders to approve, on a non-binding advisory basis, the following resolution:
RESOLVED, that the compensation paid to the named executive officers of Endurance International
Group Holdings, Inc., as disclosed pursuant to the compensation disclosure rules of the SEC, including
the Compensation Discussion and Analysis, the compensation tables and any related material disclosed
in the proxy statement of Endurance International Group Holdings, Inc., is hereby approved.
As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any
decision by us or our Board (or any committee thereof). However, our Compensation Committee and Board
value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of
the vote when making future compensation decisions for NEOs.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” PROPOSAL 2.
PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION
ADVISORY VOTES
In Proposal 2, we are providing our stockholders the opportunity to vote to approve, on a non-binding
advisory basis, the compensation of our NEOs. In this Proposal 3, we are asking our stockholders to cast a non-
binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders
may vote for a frequency of every one, two or three years, or may abstain.
After careful consideration, our Board believes that an executive compensation advisory vote should be held
every year. Our Board believes that an annual executive compensation advisory vote will facilitate more direct
stockholder input about executive compensation. An annual executive compensation advisory vote is also
consistent with our policy of reviewing our compensation programs annually. For these reasons, we believe an
annual vote would be the best governance practice for our company at this time.
The frequency choice that receives the highest number of votes cast will be considered to be the preferred
frequency of our stockholders with which we are to hold future non-binding stockholder advisory “say-on-pay”
votes on executive compensation.
52
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Our Board will take into consideration the outcome of this vote in determining the frequency of future
executive compensation advisory votes. However, because this vote is non-binding and advisory, our Board may
decide that it is in our best interests and those of our stockholders to hold the advisory vote to approve executive
compensation more or less frequently.
OUR BOARD BELIEVES THAT HOLDING THE EXECUTIVE COMPENSATION ADVISORY VOTE
EVERY YEAR IS IN OUR BEST INTERESTS AND THOSE OF OUR STOCKHOLDERS AND
RECOMMENDS THAT STOCKHOLDERS VOTE FOR A FREQUENCY OF EVERY “ONE YEAR.”
Stockholders are not voting to approve or disapprove our Board’s recommendation. Stockholders may
choose among the four choices available.
PROPOSAL 4
AMENDMENT AND RESTATEMENT OF 2013 STOCK INCENTIVE PLAN
Introduction
We are asking our stockholders to approve an amendment and restatement of our 2013 Stock Incentive Plan,
or the 2013 Plan, at the Annual Meeting. Our 2013 Plan was originally adopted by our Board and approved by
our stockholders on October 23, 2013. On March 31, 2016, our Board approved an amendment and restatement
of our 2013 Plan, subject to the approval of our stockholders, which we refer to as the Amended and Restated
2013 Plan.
The Amended and Restated 2013 Plan contains five material changes to the 2013 Plan. In particular, the
amendments included in the Amended and Restated 2013 Plan:
•
•
•
•
•
increase the aggregate number of shares of our common stock authorized for issuance under the plan
by 20,000,000 shares (which is approximately 14.5% of our shares outstanding as of the record date for
the Annual Meeting);
limit the number of shares of our common stock subject to awards that may be granted to any
individual non-employee director under the Amended and Restated 2013 Plan to 250,000 per calendar
year and impose a $500,000 limit per calendar year on the cash compensation paid to any non-
employee director for services as a director;
for purposes of Section 162(m) of the Code, (i) add a limit on the number of shares that may be made
subject to awards granted per participant under the Amended and Restated 2013 Plan per calendar year;
and (ii) add performance criteria upon which performance goals may be based with respect to
performance awards granted under the Amended and Restated 2013 Plan;
provide that awards made under the Amended and Restated 2013 Plan that are subject to the
achievement of performance goals pursuant to the Amended and Restated 2013 Plan may not provide
for cash payments in excess of $8,000,000 per participant, per calendar year; and
extend the term of the 2013 Plan so that the Amended and Restated 2013 Plan expires 10 years
following the date on which the Amended and Restated 2013 Plan is approved by our stockholders.
Why We Are Requesting Stockholder Approval of the Amended and Restated 2013 Plan
The approval by our stockholders of the Amended and Restated 2013 Plan will allow us to continue to grant
incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock
units and other stock-based awards to our employees, officers and directors, as well as consultants and advisors.
We believe that our ability to grant this broad array of equity incentives is critical to secure, retain and incent our
talented service providers and to respond to market conditions and best practices.
53
The approval by our stockholders of the Amended and Restated 2013 Plan will also constitute approval of
the terms and conditions of the plan that allow us to grant awards that are intended to qualify as “performance-
based compensation” under Section 162(m) of the Code. This would enable us to grant awards that are not
subject to the deduction limitations of Section 162(m) of the Code. In general, Section 162(m) limits to $1
million the deduction that a public company may take with respect to compensation paid to each of its chief
executive officer and its three most highly compensated officers (other than the chief executive officer and chief
financial officer). Because the 2013 Plan was approved by our Board and our stockholders prior to our initial
public offering, and the 2013 Plan was disclosed to our investors as part of the initial public offering, certain
compensation attributable to grants made under the 2013 Plan during a transition period following our initial
public offering is exempt from the deduction limitations under Section 162(m). However, the transition period
will expire at the Annual Meeting. In order for the compensation attributable to grants made under the Amended
and Restated 2013 Plan following the expiration of the transition period to be eligible to be exempt from the
deduction limitations of Section 162(m), such grants must qualify as “performance-based compensation” meeting
the requirements of Section 162(m). One of the requirements of “performance based” compensation under
Section 162(m) is that the “material terms” of the performance goals under which compensation may be paid to
our executives be disclosed to and approved by our stockholders. For purposes of Section 162(m), “material
terms” include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on
which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an
individual under the performance goal. Each of these aspects is discussed below, and stockholder approval of this
Proposal 4 will constitute approval of each of these aspects of our Amended and Restated 2013 Plan for purposes
of the approval requirements of Section 162(m). While our Amended and Restated 2013 Plan will allow us to
grant awards that are intended to be exempt from Section 162(m), our Board may, in its judgment, grant awards
under our Amended and Restated 2013 Plan that are not exempt from Section 162(m) when it believes that such
awards are appropriate to attract and retain executive talent and are in the best interests of our stockholders.
We believe that our future success depends, in large part, upon our ability to maintain a competitive position
in attracting, retaining and motivating persons who are expected to make important contributions to us and by
providing such persons with equity ownership opportunities and performance-based incentives that are intended
to align their interests with those of our stockholders.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF OUR 2013 STOCK INCENTIVE PLAN AS DISCLOSED IN
THIS PROXY STATEMENT.
Information Regarding Overhang and Dilution
Overhang is a measure of potential dilution and is defined as the sum of (i) the total number of shares
underlying all equity awards outstanding under all of our plans and (ii) the total number of shares available for
future award grants under all of our plans, divided by the sum of (a) the total number of shares underlying all
equity awards outstanding under all of our plans, (b) the total number of shares available for future award grants
under all of our plans and (c) the number of shares outstanding. Our overhang at March 18, 2016 was 17.3%,
which falls slightly above the 75th percentile of our peer group. If the 20,000,000 shares proposed to be
authorized for grant under the Amended and Restated 2013 Plan are included in the calculation, our overhang at
March 18, 2016 would have been 26.4%, which falls above the 75th percentile of our peer group.
Run rate provides a measure of the potential dilutive impact of our equity award program and is calculated
by dividing the number of shares subject to equity awards granted during the year by the basic weighted average
number of shares outstanding. For 2015 and 2014, our run rate was 5.35% and 0.35%, respectively. Our three-
year average run rate for the years 2013, 2014 and 2015 was 4.40%, which falls above the 75th percentile of our
peer group, based on peer group figures for fiscal year 2014. These run rate figures reflect shares subject to
Mr. Ravichandran’s PRSA as if the maximum level of performance under that award were to be achieved. If run
rate is calculated using only the number of shares that have actually been earned by Mr. Ravichandran under the
54
P
r
o
x
y
S
t
a
t
e
m
e
n
t
PRSA, our run rate for 2015 and 2014 was 2.68% and 0.35%, respectively, and our three-year average run rate
for the years 2013, 2014 and 2015 was 3.51%, which falls slightly above the 75th percentile of our peer group,
based on peer group figures for fiscal year 2014.
We believe our relatively high three-year average run rate, as well as our relatively high overhang after
giving effect to this Proposal 4, is due primarily to the fact that our initial public offering took place within the
last three years, unlike the majority of our peer group, and to our emphasis on long-term equity incentives as a
key component of executive compensation in order to link executive and stockholder interests and reward
executives for appreciation in our stock price.
We expect the shares available for future grant under the Amended and Restated 2013 Plan, after giving
effect to the 20,000,000 additional shares to be authorized for grant under this proposal, will last for at least three
years.
Description of the Amended and Restated 2013 Plan
The following brief description of the Amended and Restated 2013 Plan is qualified in its entirety by
reference to the Amended and Restated 2013 Plan, a copy of which is attached as Appendix A to this proxy
statement. References to our Board in this summary shall include the Compensation Committee or any similar
committee appointed by our Board to administer the Amended and Restated 2013 Plan.
Types of Awards; Shares Available for Awards; Share Counting Rules
The Amended and Restated 2013 Plan allows for the issuance of incentive stock options intended to qualify
under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, or SARs, restricted stock
awards, restricted stock units, other stock-based awards and performance awards, which we refer to collectively
as awards. Subject to adjustment in the event of stock splits, stock dividends or similar events, awards may be
made under the Amended and Restated 2013 Plan for up to 38,000,000 shares of our common stock.
The maximum number of shares of common stock with respect to which awards may be granted under the
Amended and Restated 2013 Plan to any participant is 4,000,000 per calendar year. For this purpose, the
combination of an option in tandem with an SAR will be treated as a single award. Awards made under the
Amended and Restated 2013 Plan that are subject to the achievement of performance goals pursuant to the
Amended and Restated 2013 Plan can provide for cash payments of up to $8,000,000 per calendar year per
individual. In addition, the Amended and Restated 2013 Plan provides that in any calendar year, the maximum
number of shares of common stock with respect to which awards may be granted under the Amended and
Restated 2013 Plan to any non-employee director is 250,000 per calendar year and the maximum cash
compensation paid to any non-employee director for services as a director may not exceed $500,000 per calendar
year.
For purposes of counting the number of shares available for the grant of awards under the Amended and
Restated 2013 Plan, all shares of common stock covered by SARs will be counted against the number of shares
available for the grant of awards and against the sublimits of the Amended and Restated 2013 Plan. However,
SARs that may be settled only in cash will not be so counted, and if we grant an SAR in tandem with an option
for the same number of shares of our common stock and provide that only one such award may be exercised,
which we refer to as a tandem SAR, only the shares covered by the option, and not the shares covered by the
tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore
shares to the Amended and Restated 2013 Plan.
Shares covered by awards under the Amended and Restated 2013 Plan that expire or are terminated,
surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part (including as the
result of shares subject to such award being repurchased by us at the original issuance price pursuant to a
55
contractual repurchase right) or that result in any shares not being issued (including as a result of an SAR that
was settleable either in cash or in stock actually being settled in cash) will again be available for the grant of
awards under the Amended and Restated 2013 Plan (subject, in the case of incentive stock options, to any
limitations under the Code). In the case of the exercise of an SAR, the number of shares counted against the
shares available for the grant of awards and against the sublimits of the Amended and Restated 2013 Plan will be
the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised,
regardless of the number of shares actually used to settle the SAR upon exercise, and the shares covered by a
tandem SAR will not again become available for grant upon the expiration or termination of the tandem SAR.
Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to us by a
participant to purchase shares of common stock upon exercise of an award or to satisfy tax withholding
obligations (including shares retained from the award creating the tax obligation) will be added back to the
number of shares available for the future grant of awards under the Amended and Restated 2013 Plan.
In connection with a merger or consolidation of an entity with us or our acquisition of property or stock of
an entity, our Board may grant awards under the Amended and Restated 2013 Plan in substitution for any options
or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as our Board
determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the Amended
and Restated 2013 Plan. Any such substitute awards shall not count against the overall share limits or the
sublimits described above, except as required by reason of Section 422 and related provisions of the Code.
Shares issued under the Amended and Restated 2013 Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.
Descriptions of Awards.
Options. Optionees receive the right to purchase a specified number of shares of our common stock at a
specified option price and subject to such other terms and conditions as are specified in connection with the
option grant. Only our employees or employees of our subsidiaries may receive “incentive stock options” as
defined in Section 422 of the Code. An option that is not intended to be an “incentive stock option” is a
“nonstatutory stock option”. Options may not be granted at an exercise price that is less than 100% of the fair
market value of our common stock on the date of grant; provided, however, that if our Board approves the grant
of an option with an exercise price to be determined on a future date, the exercise price may not be less than
100% of the fair market value of our common stock on such future date. Under present law, incentive stock
options may not be granted at an exercise price less than 110% of the fair market value in the case of stock
options granted to optionees holding more than 10% of the total combined voting power of all classes of our
stock or any of our subsidiaries. Under the terms of the Amended and Restated 2013 Plan, options may not be
granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options
granted to optionees holding greater than 10% of the total combined voting power of all classes of our stock or
any of our subsidiaries). The Amended and Restated 2013 Plan permits participants to pay the exercise price of
options using one or more of the following manners of payment: (i) payment by cash, by check or, except as may
otherwise be provided in the applicable option agreement or approved by our Board, in connection with a
“cashless exercise” through a broker, (ii) to the extent provided in the applicable option agreement or approved
by our Board, and subject to certain conditions, by delivery of shares of common stock to us owned by the
participant valued at their fair market value, (iii) to the extent provided in an applicable nonstatutory stock option
agreement or approved by our Board, by delivery of a notice of “net exercise” as a result of which we will retain
a number of shares of common stock otherwise issuable pursuant to the stock option equal to the aggregate
exercise price for the portion of the option being exercised divided by the fair market value of our common stock
on the date of exercise, (iv) to the extent provided in the applicable option agreement or approved by our Board,
by any other lawful means, or (v) by any combination of these forms of payment.
Stock Appreciation Rights. An SAR is an award entitling the holder, upon exercise, to receive a number of
shares of our common stock, or cash (or a combination of shares of our common stock and cash) determined by
56
P
r
o
x
y
S
t
a
t
e
m
e
n
t
reference to appreciation, from and after the date of grant, in the fair market value of a share of our common
stock over the measurement price. The Amended and Restated 2013 Plan provides that the measurement price of
an SAR may not be less than the fair market value of our common stock on the date the SAR is granted
(provided, however, that if our Board approves the grant of an SAR effective as of a future date, the
measurement price shall not be less than 100% of the fair market value on such future date) and that SARs may
not be granted with a term in excess of 10 years.
Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is
approved by stockholders or otherwise permitted under the terms of the Amended and Restated 2013 Plan in
connection with certain changes in capitalization and reorganization events, we may not (1) amend any
outstanding option or SAR granted under the Amended and Restated 2013 Plan to provide an exercise price or
measurement price per share that is lower than the then-current exercise price or measurement price per share of
such outstanding option or SAR, (2) cancel any outstanding option or SAR (whether or not granted under the
Amended and Restated 2013 Plan) and grant in substitution therefor new awards under the Amended and
Restated 2013 Plan (other than certain substitute awards described above) covering the same or a different
number of shares of our common stock and having an exercise price or measurement price per share lower than
the then-current exercise price or measurement price per share of the canceled option or SAR, (3) cancel in
exchange for a cash payment any outstanding option or SAR with an exercise price or measurement price per
share above the then-current fair market value of our common stock, or (4) take any other action under the
Amended and Restated 2013 Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ
Stock Market.
Restricted Stock Awards. Restricted stock awards entitle recipients to acquire shares of our common stock,
subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or
to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable
award are not satisfied prior to the end of the applicable restriction period established for such award. Unless
otherwise provided in the applicable award agreement, any dividend declared and paid by us with respect to a
share of restricted stock shall be paid to the participant only if and when such shares of restricted stock become
free from any applicable restrictions on transferability and forfeitability.
Restricted Stock Unit Awards. Restricted stock units, or RSUs, entitle the recipient to receive shares of our
common stock, or cash equal to the fair market value of such shares, to be delivered at the time such award vests
pursuant to the terms and conditions established by our Board. Our Board may, in its discretion, provide that
settlement of an RSU will be deferred, on a mandatory basis or at the election of the participant in a manner that
complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. Our Board
may provide that a grant of RSUs may provide the participant with the right to receive an amount equal to any
dividends or other distributions declared and paid on an equal number of outstanding shares of our common
stock. Any such dividend equivalents may be settled in cash and/or shares of our common stock and will be
subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend
equivalents are awarded.
Other Stock-Based Awards. Under the Amended and Restated 2013 Plan, our Board may grant other awards
of shares of our common stock, and other awards that are valued in whole or in part by reference to, or are
otherwise based on, shares of our common stock or other property, having such terms and conditions as our
Board may determine. We refer to these types of awards as other stock-based awards. Other stock-based awards
may be available as a form of payment in settlement of other awards granted under the Amended and Restated
2013 Plan or as payment in lieu of compensation to which a participant is otherwise entitled. Other stock-based
awards may be paid in shares of our common stock or in cash, as our Board may determine.
Performance Awards. Restricted stock awards, RSUs and other stock-based awards under the Amended and
Restated 2013 Plan may be made subject to the achievement of performance goals. We refer to such awards as
performance awards. Performance awards can also provide for cash payments of up to $8,000,000 per calendar
year per individual. Performance awards intended to qualify as “performance-based compensation” under
57
Section 162(m) of the Code will be made only by a committee (or subcommittee) of our Board comprised solely
of two or more directors eligible to serve on a committee making awards qualifying as “performance-based
compensation” under Section 162(m). For any award intended to qualify as “performance-based compensation,”
the committee will specify that the degree of granting, vesting and/or payout will be subject to the achievement
of one or more objective performance measures established by the committee, which will be based on the relative
or absolute attainment of specified levels of one or any combination of the following, which may be determined
pursuant to generally accepted accounting principles, or GAAP, or on a non-GAAP or other basis, as determined
by the committee: Net income (loss); earnings per share; earnings before or after discontinued operations,
interest, taxes, depreciation, amortization, and/or stock based compensation; operating income (loss) before or
after discontinued operations and/or taxes; net income (loss) plus (i) changes in deferred revenue, depreciation,
amortization, stock-based compensation expense, loss of unconsolidated entities, net loss on sale of assets,
expenses related to integration of acquisitions and restructurings, transaction expenses and charges, legal
advisory and litigation expenses, interest expense and income tax expense, less (ii) earnings of unconsolidated
entities, net gain on sale of assets and the impact of purchase accounting related to reduced fair value of deferred
domain registration costs; margins; revenue; revenue adjusted to exclude the impact of any fair value adjustments
to deferred revenue resulting from acquisitions; deferred revenue; billings; monthly recurring revenue retention
rate; total subscribers; net subscriber additions; subscriber churn; average revenue per subscriber; subscriber
lifetime value; cash flow; cash position; free cash flow; free cash flow per share; unlevered free cash flow;
unlevered free cash flow per share; free cash flow plus integration and restructuring expenses, transaction
expenses and charges, legal advisory and litigation expenses, and dividend related payments (“FCF as reported”);
FCF as reported per share; unlevered free cash flow plus integration and restructuring expenses, transaction
expenses and charges, legal advisory and litigation expenses, and dividend related payments (“UFCF as
reported”); UFCF as reported per share; net debt; capital expenditures; cash return on invested capital; return on
sales, assets, equity or investment; stock price; market share; value based financial metrics; improvement of
financial ratings; achievement of balance sheet or income statement objectives; total stockholder return; effective
budgeting and financial planning; customer satisfaction; service levels; product development and release goals;
operational efficiencies; expenses and cost reduction goals; debt reduction; completion of strategic acquisitions/
dispositions; and growth or improvement in any of the foregoing metrics.
Such performance goals may reflect absolute entity or business unit performance or a relative comparison to
the performance of a peer group of entities or other external measure of the selected performance criteria and
may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or
otherwise situated. The committee may specify that such performance measures shall be adjusted to exclude any
one or more of (i) extraordinary or nonrecurring items, (ii) gains or losses on the dispositions of discontinued
operations, (iii) the cumulative effects of changes in accounting principles, (iv) non-cash compensation expenses,
(v) the writedown of any asset, (vi) fluctuation in foreign currency exchange rates, and (vii) charges for
restructuring, integration and rationalization programs. Such performance measures (x) may vary by participant
and may be different for different awards, (y) may be particular to a participant or the department, branch, line of
business, subsidiary or other unit in which the participant works and may cover such period as may be specified
by the committee, and (z) will be set by the committee within the time period prescribed by, and will otherwise
comply with the requirements of, Section 162(m) of the Code. The committee may adjust downwards, but not
upwards, the cash or number of shares payable pursuant to such a performance award, and the committee may
not waive the achievement of applicable performance measures except in the case of death or disability of the
participant or a change in control of us. Performance awards that are not intended to qualify as “performance-
based compensation” under Section 162(m) may be based on these or other performance measures as determined
by our Board.
Transferability of Awards
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom
they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution
or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the
58
P
r
o
x
y
S
t
a
t
e
m
e
n
t
life of the participant, awards are exercisable only by the participant. However, our Board may permit or provide
in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate
family member, family trust or other entity established for the benefit of the participant and/or an immediate
family member thereof if, with respect to such proposed transferee, we would be eligible to use a Form S-8 for
the registration of the sale of the common stock subject to such award under the Securities Act of 1933, as
amended. Further, we are not required to recognize any such transfer until such time as the participant and such
permitted transferee have, as a condition to such transfer, delivered to us a written instrument in form and
substance satisfactory to us confirming that such transferee will be bound by all of the terms and conditions of
the award.
Eligibility to Receive Awards
All of our employees, officers, and directors, as well as our consultants and advisors, are eligible to receive
awards under the Amended and Restated 2013 Plan. However, incentive stock options may only be granted to
our employees, employees of our present or future parent or subsidiary corporations, and employees of any other
entities the employees of which are eligible to receive incentive stock options under the Code.
Plan Benefits
Existing Plan Benefits: As of March 18, 2016, approximately 3,910 persons were eligible to receive awards
under our 2013 Plan, including our executive officers and non-employee directors. The following table shows,
for each of the individuals and groups indicated, the number of shares subject to stock options, restricted stock
awards and restricted stock units that have been granted (even if not currently outstanding) under our 2013 Plan
since it was approved by our stockholders on October 23, 2013 through March 18, 2016.
Name
Shares Underlying
Stock Options
Granted
Shares Underlying
Restricted Stock
Awards Granted
Shares Underlying
Restricted Stock
Units Granted
Hari Ravichandran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marc Montagner
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald LaSalvia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Katherine Andreasen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Bryson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tivanka Ellawala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Mone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All current executive officers as a group(1) . . . . . . . . . . . . . .
All current directors who are not executive officers as a
2,729,188
253,036
385,316
229,614
209,167
221,739
254,252
3,806,321
group(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All employees who are not executive officers as a group . . . .
234,750
3,594,664
3,693,754
307,559
354,073
202,160
46,534
39,131
57,698
4,604,080
22,222
1,658,101
481,623
—
—
—
—
—
—
481,623
—
—
(1) Consists of Mr. Ravichandran, Mr. Montagner, Mr. LaSalvia, Ms. Andreasen and Mr. Bryson.
(2) Under our director compensation program, only Messrs. Crandall, Gorny, Hayford and Perrone are eligible
for equity awards. See “Executive Compensation—Director Compensation.”
In addition, consistent with our usual schedule for granting annual equity awards, in late April our Board
expects to grant options and restricted stock awards covering approximately 6.0 million shares of our common
stock under the Amended and Restated 2013 Plan. Approximately 1.6 million of the shares subject to these
awards are expected to be used for grants to NEOs other than Mr. Ravichandran, one other officer, and the four
non-employee directors listed in the table above, and approximately 4.4 million of the shares are expected to be
used for grants to approximately 220 non-executive employees.
59
New Plan Benefits. The granting of awards under the Amended and Restated 2013 Plan is discretionary, and
except as noted above, we cannot now determine the number or type of awards to be granted in the future to any
particular person or group. However, of the 6.0 million shares of common stock expected to be granted in late
April, our Board expects to grant options to purchase an aggregate of approximately 3.2 million shares of our
common stock under the Amended and Restated 2013 Plan to approximately 220 employees, none of whom are
NEOs or directors, subject to our receipt of stockholder approval of the Amended and Restated 2013 Plan.
If we do not obtain stockholder approval of the Amended and Restated 2013 Plan within 12 months of the
date on which such options were granted, they will be immediately terminated and forfeited. In addition, no such
option may be exercised or otherwise result in the issuance of shares of our common stock prior to our receipt of
stockholder approval of the Amended and Restated 2013 Plan.
On March 18, 2016, the last reported sale price of our common stock at the close of business on the
NASDAQ Global Select Market was $10.37.
Administration
The Amended and Restated 2013 Plan will be administered by our Board. Our Board has the authority to
grant awards, to adopt, amend and repeal the administrative rules, guidelines and practices relating to the
Amended and Restated 2013 Plan that it deems advisable and to construe and interpret the provisions of the
Amended and Restated 2013 Plan and any award agreements entered into under the Amended and Restated 2013
Plan. Our Board may correct any defect, supply any omission or reconcile any inconsistency in the Amended and
Restated 2013 Plan or any award in the manner and to the extent it deems expedient to carry the Amended and
Restated 2013 Plan into effect and will be the sole and final judge of such expediency. All decisions by our
Board will be made in our Board’s sole discretion and will be final and binding on all persons having or claiming
any interest in the Amended and Restated 2013 Plan or in any award.
Pursuant to the terms of the Amended and Restated 2013 Plan, our Board may delegate any or all of its
powers under the Amended and Restated 2013 Plan to one or more committees or subcommittees of our Board.
Our Board has authorized our Compensation Committee to administer certain aspects of the Amended and
Restated 2013 Plan, including the granting of awards to executive officers.
In addition, subject to any requirements of applicable law, our Board may delegate to one or more of our
officers the power to grant awards (subject to any limitations under the Amended and Restated 2013 Plan) to our
employees or officers and to exercise such other powers under the Amended and Restated 2013 Plan as our
Board may determine. Our Board will fix the terms of any awards to be granted by such officers, the maximum
number of shares subject to awards that the officers may grant, and the time period in which such awards may be
granted. No officer will be authorized to grant awards to any “executive officer” (as defined by Rule 3b-7 under
the Exchange Act) or to any “officer” (as defined by Rule 16a-1 under the Exchange Act).
Subject to any applicable limitations contained in the Amended and Restated 2013 Plan (including with
respect to performance awards), our Compensation Committee generally selects the recipients of awards and
determines the following with respect to such awards:
•
•
•
•
the number of shares of our common stock, cash or other consideration covered by awards and the
terms and conditions of such awards, including the dates upon which such awards becomes exercisable
or otherwise vest;
the exercise or measurement price of awards, if any;
the duration of awards; and
the effect on awards of a change in control of us.
60
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Each award under the Amended and Restated 2013 Plan may be made alone or in addition or in relation to
any other award. The terms of each award need not be identical, and our Board need not treat participants
uniformly. Our Board will determine the effect on an award of the disability, death, termination or other
cessation of employment, authorized leave of absence or other change in the employment or other status of a
participant, and the extent to which, and the period during which, the participant (or the participant’s legal
representative, conservator, guardian or designated beneficiary) may exercise rights under the award.
In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or
distribution to holders of our common stock, other than an ordinary cash dividend, we are required to make
equitable adjustments (or make substituted awards, as applicable), in the manner determined by our Board, to
(i) the number and class of securities available under the Amended and Restated 2013 Plan, (ii) the share
counting rules set forth in the Amended and Restated 2013 Plan, (iii) the sublimits contained in the Amended and
Restated 2013 Plan, (iv) the number and class of securities and exercise price per share of each outstanding
option, (v) the share- and per-share provisions and the measurement price of each outstanding SAR, (vi) the
number of shares subject to and the repurchase price per share subject to each outstanding award of restricted
stock or RSU award, and (vi) the share- and per-share-related provisions and the purchase price, if any, of each
outstanding other stock-based award.
We will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power
relating to the administration or interpretation of the Amended and Restated 2013 Plan has been or will be
delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in
settlement of a claim with our Board’s approval) arising out of any act or omission to act concerning the
Amended and Restated 2013 Plan unless arising out of such person’s own fraud or bad faith.
Amendment of Awards. Except as otherwise provided under the Amended and Restated 2013 Plan with
respect to repricing outstanding stock options or SARs, or actions requiring stockholder approval, our Board may
amend, modify or terminate any outstanding award, including but not limited to, substituting therefor another
award of the same or a different type, changing the date of exercise or realization, and converting an incentive
stock option to a nonstatutory stock option, provided that the participant’s consent to any such action will be
required unless our Board determines that the action, taking into account any related action, does not materially
and adversely affect the participant’s rights under the Amended and Restated 2013 Plan or the change is
otherwise permitted under the terms of the Amended and Restated 2013 Plan in connection with a change in
capitalization or reorganization event.
Reorganization Events
The Amended and Restated 2013 Plan contains provisions addressing the consequences of any
reorganization event. A reorganization event is defined under the Amended and Restated 2013 Plan as (a) any
merger or consolidation of us with or into another entity as a result of which all of our common stock is
converted into or exchanged for the right to receive cash, securities or other property, or is cancelled, (b) any
transfer or disposition of all of our common stock for cash, securities or other property pursuant to a share
exchange or other transaction or (c) our liquidation or dissolution.
Awards Other than Restricted Stock; Options Available to our Board. Under the Amended and Restated
2013 Plan, if a reorganization event occurs, our Board may take any one or more of the following actions as to all
or any (or any portion of) outstanding awards other than restricted stock on such terms as our Board determines
(except to the extent specifically provided otherwise in an applicable award agreement or another agreement
between a participant and us): (1) provide that such awards shall be assumed, or substantially equivalent awards
shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (2) upon written notice to
a participant, provide that all of the participant’s unexercised awards will terminate immediately prior to the
consummation of such reorganization event unless exercised by the participant (to the extent then exercisable)
within a specified period following the date of such notice, (3) provide that outstanding awards shall become
61
exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior
to or upon such reorganization event, (4) in the event of a reorganization event under the terms of which holders
of our common stock will receive, upon consummation thereof, a cash payment for each share surrendered in the
reorganization event, which we refer to as the Acquisition Price, make or provide for a cash payment to
participants with respect to each award held by a participant equal to (A) the number of shares of our common
stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs
upon or immediately prior to such reorganization event) multiplied by (B) the excess, if any, of (I) the
Acquisition Price over (II) the exercise, measurement or purchase price of such award and any applicable tax
withholdings, in exchange for the termination of such award, (5) provide that, in connection with our liquidation
or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the
exercise, measurement or purchase price thereof and any applicable tax withholdings) and (6) any combination of
the foregoing. Our Board is not obligated to treat all awards, all awards held by a participant, or all awards of the
same type, identically.
The Amended and Restated 2013 Plan also provides, however, that for RSUs that are subject to
Section 409A of the Code: (A) if the applicable RSU agreement provides that the RSUs shall be settled upon a
“change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the
reorganization event constitutes such a “change in control event,” then no assumption or substitution of the RSU
shall be permitted, and the RSUs shall instead be settled in accordance with the terms of the applicable RSU
agreement; and (B) our Board may only undertake the actions set forth in clauses (3), (4) or (5) above; if the
reorganization event is a “change in control event” as so defined under the Treasury Regulation and such action
is permitted or required by Section 409A of the Code. If the reorganization event does not constitute a “change in
control event” as defined in the Treasury Regulation or such action is not permitted or required by Section 409A
of the Code, and the acquiring or succeeding corporation does not assume or substitute the RSUs pursuant to
clause (1) above, then the unvested RSUs shall terminate immediately prior to the consummation of the
reorganization event without any payment in exchange therefor.
Provisions Applicable to Restricted Stock. Upon the occurrence of a reorganization event other than our
liquidation or dissolution, our repurchase and other rights with respect to outstanding restricted stock will inure
to the benefit of our successor and will, unless our Board determines otherwise, apply to the cash, securities or
other property which our common stock was converted into or exchanged for pursuant to such reorganization
event in the same manner and to the same extent as they applied to such restricted stock. However, our Board
may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument
evidencing any restricted stock or any other agreement between a participant and us, either initially or by
amendment. Upon the occurrence of a reorganization event involving our liquidation or dissolution, except to the
extent specifically provided to the contrary in the instrument evidencing any award of restricted stock or any
other agreement between the participant and us, all restrictions and conditions on all Restricted Stock then
outstanding shall automatically be deemed terminated or satisfied.
Provisions for Foreign Participants
Our Board may from time to time establish one or more sub-plans under the Amended and Restated 2013
Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. Our Board shall
establish such sub-plans by adopting supplements to the Amended and Restated 2013 Plan containing any
limitations on our Board’s discretion under the Amended and Restated 2013 Plan as our Board shall deem
necessary or desirable and any additional terms and conditions not otherwise inconsistent with the Amended and
Restated 2013 Plan that our Board shall deem necessary or desirable. All supplements adopted by our Board shall
be deemed to be part of the Amended and Restated 2013 Plan, but each supplement shall apply only to
participants within the affected jurisdiction.
62
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Amendment or Termination
If we receive stockholder approval of the Amended and Restated 2013 Plan, no award may be granted under
the Amended and Restated 2013 Plan after May 25, 2026; otherwise, no award may be granted under the 2013
Plan after October 22, 2023, but, in either case, awards previously granted may extend beyond that date. Our
Board may amend, suspend or terminate the Amended and Restated 2013 Plan or any portion thereof at any time,
except that (i) to the extent required by Section 162(m) of the Code, no award granted to a participant that is
intended to comply with Section 162(m) after the date of such amendment will become exercisable, realizable or
vested, as applicable, unless and until such amendment has been approved by our stockholders in the manner
required by Section 162(m) and (ii) no amendment that would require stockholder approval under the rules of the
NASDAQ stock market may be made effective unless and until such amendment has been approved by our
stockholders. If at any time the approval of our stockholders is required as to any other modification or
amendment under Section 422 of the Code or any successor provision with respect to incentive stock options, our
Board may not effect such modification or amendment without such approval. Unless otherwise specified in the
amendment, any amendment to the Amended and Restated 2013 Plan adopted in accordance with the procedures
described above shall apply to, and be binding on the holders of, all awards outstanding under the Amended and
Restated 2013 Plan at the time the amendment is adopted, provided that our Board determines that such
amendment, taking into account any related action, does not materially and adversely affect the rights of
participants under the Amended and Restated 2013 Plan. No award shall be made that is conditioned on
stockholder approval of any amendment to the Amended and Restated 2013 Plan unless the award provides that
(i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more
than 12 months from the date the award was granted and (ii) it may not be exercised or settled (or otherwise
result in the issuance of shares of our common stock) prior to the receipt of such stockholder approval.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax consequences that generally will arise
with respect to awards granted under the Amended and Restated 2013 Plan. This summary is based on the federal
tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are
exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred
compensation. Changes to these laws or assumptions could alter the tax consequences described below.
Incentive Stock Options
A participant will not have income upon the grant of an incentive stock option. Also, except as described
below, a participant will not have income upon exercise of an incentive stock option if the participant has been
employed by us or our corporate parent or 50% or more-owned corporate subsidiary at all times beginning with
the option grant date and ending three months before the date the participant exercises the option. If the
participant has not been so employed during that time, then the participant will be taxed as described below
under “Nonstatutory Stock Options.” The exercise of an incentive stock option may subject the participant to the
alternative minimum tax.
A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit
(if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the
stock. If a participant sells the stock more than two years after the option was granted and more than one year
after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock
prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and
a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-
term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant
sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This
capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-
term.
63
Nonstatutory Stock Options
A participant will not have income upon the grant of a nonstatutory stock option. A participant will have
compensation income upon the exercise of a nonstatutory stock option equal to the fair market value of the stock
on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will
have capital gain or loss equal to the difference between the sales proceeds and the fair market value of the stock
on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the
stock for more than one year and otherwise will be short-term.
Stock Appreciation Rights
A participant will not have income upon the grant of an SAR. A participant generally will recognize
compensation income upon the exercise of an SAR equal to the amount of the cash and the fair market value of
any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the
difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital
gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-
term.
Restricted Stock Awards
A participant will not have income upon the grant of restricted stock unless an election under Section 83(b)
of the Code is made within 30 days of the date of grant. If a timely Section 83(b) election is made, then a
participant will have compensation income equal to the fair market value of the stock less the purchase price, if
any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales
proceeds and the fair market value of the stock on the date of grant. If the participant does not make a
Section 83(b) election, then when the stock vests the participant will have compensation income equal to the fair
market value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will
have capital gain or loss equal to the sales proceeds less the fair market value of the stock on the vesting date.
Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise
will be short-term.
Restricted Stock Units
A participant will not have income upon the grant of an RSU. A participant is not permitted to make a
Section 83(b) election with respect to an RSU award. When the RSU vests, the participant will have income on
the vesting date in an amount equal to the fair market value of the stock on such date less the purchase price, if
any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the
value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock
for more than one year and otherwise will be short-term.
Other Stock-Based Awards
The tax consequences associated with any other stock-based award granted under the Amended and
Restated 2013 Plan will vary depending on the specific terms of such award. Among the relevant factors are
whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to
forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under
the award and the participant’s holding period and tax basis for the award or underlying common stock.
Tax Consequences to Us
There will be no tax consequences to us with respect to awards made under the Amended and Restated 2013
Plan, except that we will be entitled to a deduction when a participant has compensation income. Any such
deduction will be subject to the limitations of Section 162(m) of the Code.
64
P
r
o
x
y
S
t
a
t
e
m
e
n
t
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF OUR 2013 STOCK INCENTIVE PLAN AS DISCLOSED IN
THIS PROXY STATEMENT.
PROPOSAL 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee has appointed the firm of BDO USA, LLP, or BDO, an independent registered public
accounting firm, to audit our books, records and accounts for the year ending December 31, 2016. This
appointment is being presented to the stockholders for ratification at the Annual Meeting.
BDO has no direct or indirect material financial interest in our company or our subsidiaries. Representatives
of BDO are expected to be present at the Annual Meeting and will be given the opportunity to make a statement
on the firm’s behalf if they so desire. The representatives also will be available to respond to questions as
appropriate.
The following table summarizes BDO’s fees billed to us for each of the last two fiscal years. For the fiscal
year ended December 31, 2015, audit fees include amounts not yet billed of approximately $488,000.
Fee Category
2014
2015
Audit Fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,344,202
—
$
$1,342,698
$2,686,900
—
$1,388,290
$
$ 947,975
$2,336,265
(1) Audit fees consist of fees for the audit of our financial statements, the review of the interim financial
statements included in our quarterly reports on Form 10-Q and other professional services provided in
connection with statutory and regulatory filings or engagements.
(2) Audit-related fees consist of fees for assurance and related services that are reasonably related to the
performance of the audit and the review of our financial statements and which are not reported under “Audit
Fees”. We did not incur any audit-related fees for the fiscal years ended December 31, 2014 and
December 31, 2015.
(3) Tax fees consist of the fees for the following two general service categories: tax compliance and return
preparation and tax planning and consulting. For the fiscal years ended December 31, 2014 and
December 31, 2015, we incurred fees of approximately $505,006 and $775,812, respectively, for tax
compliance and return preparation, and fees of approximately $837,692 and $172,162, respectively, for tax
planning and consulting.
Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit
services that are to be performed by our independent registered public accounting firm. This policy generally
provides that we will not engage our independent registered public accounting firm to render audit or non-audit
services unless the service is specifically approved in advance by our Audit Committee or the engagement is
entered into pursuant to one of the pre-approval procedures described below.
From time to time, our Audit Committee may pre-approve specified types of services that are expected to be
provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-
approval is detailed as to the particular service or type of services to be provided and is also generally subject to a
maximum dollar amount.
65
Our Audit Committee has also delegated to the chairman of our Audit Committee the authority to approve
any audit or non-audit services to be provided to us by our independent registered public accounting firm. Any
approval of services by the chairman of our Audit Committee pursuant to this delegated authority is reported on
at the next meeting of our Audit Committee.
Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the ratification unless
stockholders specify otherwise. Although stockholder ratification is not required, we believe that it is advisable
to give stockholders an opportunity to ratify this appointment. If Proposal 5 is not approved at the Annual
Meeting, our Audit Committee may reconsider its appointment of BDO as our independent auditors for the year
ending December 31, 2016. Even if the appointment is ratified, our Board and the Audit Committee in their
discretion may direct the appointment of a different independent registered public accounting firm at any time
during the year if they determine that such a change would be in the best interests of our company and our
stockholders.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF
THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.
OTHER MATTERS
As of the date of this proxy statement, we know of no matter not specifically referred to above as to which
any action is expected to be taken at the Annual Meeting. The persons named as proxies will vote the proxies,
insofar as they are not otherwise instructed, regarding such other matters and the transaction of such other
business as may be properly brought before the meeting, as seems to them to be in the best interest of our
company and our stockholders.
Stockholder Proposals for 2017 Annual Meeting
Stockholder Proposals Included in Proxy Statement
To be considered for inclusion in the proxy statement and proxy card relating to our Annual Meeting of
Stockholders to be held in 2017, or the 2017 Annual Meeting, stockholder proposals must include the
information set forth in our bylaws and be received at our principal executive offices no later than December 13,
2016. However, if the date of next year’s annual meeting is changed by more than 30 days from the anniversary
date of this year’s annual meeting on May 26, then the deadline is a reasonable time before we begin to print and
mail proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such
proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of
proxies.
Stockholder Proposals Not Included in Proxy Statement
We must receive notice of other proposals of stockholders (including director nominations) intended to be
presented at the 2017 Annual Meeting but not included in the proxy statement by February 25, 2017, but not
before January 26, 2017. However, in the event the 2017 Annual Meeting is scheduled to be held on a date before
May 6, 2017, or after July 25, 2017, then these notices may be received by us at our principal executive office not
earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (1) the
90th day before the scheduled date of such annual meeting and (2) the 10th day after the day on which notice of
the date of such annual meeting was mailed or we first make a public announcement of the date of such annual
meeting, whichever first occurs. All such notices must contain the information required by our bylaws, and any
proposals we do not receive in accordance with the above standards will not be voted on at the 2017 Annual
Meeting.
66
Householding of Proxy Statement
Some banks, brokers and other nominee record holders may be participating in the practice of
“householding” proxy statements and annual reports. This means that if you elected to receive printed materials,
only one copy of this proxy statement may have been sent to multiple stockholders in your household. We will
promptly deliver a separate copy of this proxy statement to you if you call us at (781) 852-3200 or write us at the
following address or phone number: Corporate Secretary, Endurance International Group Holdings, Inc., 10
Corporate Drive, Suite 300, Burlington, Massachusetts 01803. If you would like to receive separate copies of our
proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to
receive only one copy for your household, you should contact your bank, broker, or other nominee record holder,
or you may contact us at the above address and phone number.
P
r
o
x
y
S
t
a
t
e
m
e
n
t
67
P
r
o
x
y
S
t
a
t
e
m
e
n
t
APPENDIX A
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN
1.
Purpose
The purpose of this Amended and Restated 2013 Stock Incentive Plan (the “Plan”) of Endurance
International Group Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the
Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are
expected to make important contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to better align the interests of such persons with
those of the Company’s stockholders. This Plan amends and restates the 2013 Stock Incentive Plan that was
originally adopted by the Board of Directors of the Company (the “Board”) and approved by our stockholders on
October 23, 2013 and was amended by the Board on March 31, 2016 and approved by our stockholders on
, 2016 (such last date, the “Effective Date”). Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the
“Code”) and any other business venture (including, without limitation, joint venture or limited liability company)
in which the Company has a controlling interest, as determined by the Board.
2.
Eligibility
All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company
(as such terms are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended
(the “Securities Act”), or any successor form) are eligible to be granted Awards under the Plan. Each person who
is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5),
SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in
Section 7) and Other Stock-Based Awards (as defined in Section 8).
3. Administration and Delegation
(a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any
Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be
the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion
and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.
(b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or
all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All
references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred
to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such
Committee or officers.
(c) Delegation to Officers. Subject to any requirements of applicable law (including as applicable Sections
152 and 157(c) of the General Corporation Law of the State of Delaware), the Board may delegate to one or more
officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or
officers of the Company and to exercise such other powers under the Plan as the Board may determine, provided
that the Board shall fix the terms of Awards to be granted by such officers, the maximum number of shares
subject to Awards that the officers may grant, and the time period in which such Awards may be granted; and
A-1
provided further, that no officer shall be authorized to grant Awards to any “executive officer” of the Company
(as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to
any “officer” of the Company (as defined by Rule 16a-1(f) under the Exchange Act).
4.
Stock Available for Awards
(a) Number of Shares; Share Counting.
(1) Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under
the Plan (any or all of which Awards may be in the form of Incentive Stock Options, as defined in Section 5(b))
for up to 38,000,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common
Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(2) Share Counting. For purposes of counting the number of shares available for the grant of Awards
under the Plan under this Section 4(a) and under the sublimits contained in Section 4(b):
(A) all shares of Common Stock covered by SARs shall be counted against the number of shares
available for the grant of Awards under the Plan and against the sublimits referenced in the first clause of this
Section 4(a)(2); provided, however, that (i) SARs that may be settled only in cash shall not be so counted and
(ii) if the Company grants an SAR in tandem with an Option for the same number of shares of Common Stock
and provides that only one such Award may be exercised (a “Tandem SAR”), only the shares covered by the
Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one in
connection with the other’s exercise will not restore shares to the Plan;
(B) if any Award (i) expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such
Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase
right) or (ii) results in any Common Stock not being issued (including as a result of an SAR that was settleable
either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall
again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the
foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the
number of shares counted against the shares available under the Plan and against the sublimits referenced in the
first clause of this Section 4(a)(2) shall be the full number of shares subject to the SAR multiplied by the
percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR
upon exercise and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the
expiration or termination of such Tandem SAR; and
(C) shares of Common Stock delivered (either by actual delivery, attestation, or net exercise) to
the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award or
(ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation)
shall be added back to the number of shares available for the future grant of Awards.
(b) Sublimits. Subject to adjustment under Section 9, the following sublimits on the number of shares
subject to Awards shall apply:
(1) Section 162(m) Per-Participant Limit. The maximum number of shares of Common Stock with
respect to which Awards may be granted to any Participant under the Plan shall be 4,000,000 per calendar year.
For purposes of the foregoing limit, the combination of an Option in tandem with an SAR shall be treated as a
single Award. The per-Participant limit described in this Section 4(b)(1) shall be construed and applied
consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder
(“Section 162(m)”).
A-2
P
r
o
x
y
S
t
a
t
e
m
e
n
t
(2) Limits Applicable to Non-Employee Directors. The maximum number of shares of Common Stock
with respect to which Awards may be granted to any individual non-employee director under the Plan shall be
250,000 per calendar year and the maximum cash compensation paid to any non-employee director for services
as a director shall not exceed $500,000 per calendar year.
(c) Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any
options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may
be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations
on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in
Section 4(a)(1) or any sublimit contained in the Plan, except as may be required by reason of Section 422 and
related provisions of the Code.
5.
Stock Options
(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine
the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.
(b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in
Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Endurance
International Group Holdings, Inc., any of Endurance International Group Holdings, Inc.’s present or future parent
or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of
which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive
Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is
not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock
Option.
(c) Exercise Price. The Board shall establish the exercise price of each Option or the formula by which such
exercise price will be determined. The exercise price shall be specified in the applicable Option agreement. The
exercise price shall be not less than 100% of the fair market value per share of Common Stock as determined by
(or in a manner approved by) the Board (“Fair Market Value”) on the date the Option is granted; provided that if
the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise
price shall be not less than 100% of the Fair Market Value on such future date.
(d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and
conditions as the Board may specify in the applicable Option agreement; provided, however, that no Option will
be granted with a term in excess of 10 years.
(e) Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form
(which may be electronic) approved by the Company, together with payment in full (in the manner specified in
Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common
Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.
(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the
Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as may otherwise be provided in the applicable Option agreement or approved by the Board,
in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to
A-3
deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and
any required tax withholding;
(3) to the extent provided for in the applicable Option agreement or approved by the Board, in its sole
discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the
Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under
applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant
for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(4) to the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by
the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the
Participant would receive (i) the number of shares underlying the portion of the Option being exercised, less
(ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being
exercised divided by (B) the Fair Market Value on the date of exercise;
(5) to the extent permitted by applicable law and provided for in the applicable Option agreement or
approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may
determine; or
(6) by any combination of the above permitted forms of payment.
(g) Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company
may not (except as provided for under Section 9): (1) amend any outstanding Option granted under the Plan to
provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding
Option, (2) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution
therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a
different number of shares of Common Stock and having an exercise price per share lower than the then-current
exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any outstanding
Option with an exercise price per share above the then-current Fair Market Value, or (4) take any other action
under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market.
6.
Stock Appreciation Rights
(a) General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the
holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be
determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair
Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(b). The
date as of which such appreciation is determined shall be the exercise date.
(b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the
applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the
date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the
measurement price shall be not less than 100% of the Fair Market Value on such future date.
(c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions
as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with
a term in excess of 10 years.
(d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form
(which may be electronic) approved by the Company, together with any other documents required by the Board.
A-4
P
r
o
x
y
S
t
a
t
e
m
e
n
t
(e) Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company
may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan to
provide a measurement price per share that is lower than the then-current measurement price per share of such
outstanding SAR, (2) cancel any outstanding stock appreciation right (whether or not granted under the Plan) and
grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c))
covering the same or a different number of shares of Common Stock and having a measurement price per share
lower than the then-current measurement price per share of the cancelled stock appreciation right, (3) cancel in
exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current
Fair Market Value, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning
of the rules of the NASDAQ Stock Market.
7. Restricted Stock; Restricted Stock Units
(a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock
(“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue
price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the
recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the Board for such Award. The Board may also
grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such
Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein
as a “Restricted Stock Award”).
(b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and
the issue price, if any.
(c) Additional Provisions Relating to Restricted Stock.
(1) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether
paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock
(“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the
restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends
will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that
class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on
transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.
(2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares
of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in
escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At
the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates
no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated
Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the
Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the
Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.
(d) Additional Provisions Relating to Restricted Stock Units.
(1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with
respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company the number
of shares of Common Stock specified in the Award agreement or (if so provided in the applicable Award
agreement) an amount of cash equal to the Fair Market Value of such number of shares of Common Stock. The
Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory
basis or at the election of the Participant in a manner that complies with Section 409A of the Code.
A-5
(2) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.
(3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants
with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal
number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settled
in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfer and forfeitability
as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award
agreement.
8. Other Stock-Based Awards; Performance Awards
(a) Other Stock-Based Awards Generally; Terms and Conditions. Other Awards of shares of Common
Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of
Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”).
Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other
Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to
the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award,
including any purchase price applicable thereto.
(b) Performance Awards.
(1) Grants. Restricted Stock, Restricted Stock Units and Other Stock-Based Awards under the Plan
may be made subject to the achievement of performance goals pursuant to this Section 8(b) (“Performance
Awards”). Performance Awards can also provide for cash payments of up to $8,000,000 per calendar year per
individual.
(2) Committee. Grants of Performance Awards to any Covered Employee (as defined below) intended
to qualify as “performance-based compensation” under Section 162(m) (“Performance-Based Compensation”)
shall be made only by a Committee (or a subcommittee of a Committee) comprised solely of two or more
directors eligible to serve on a committee making Awards qualifying as “performance-based compensation”
under Section 162(m). In the case of such Awards granted to Covered Employees, references to the Board or to a
Committee shall be treated as referring to such Committee (or subcommittee). “Covered Employee” shall mean
any person who is, or whom the Committee, in its discretion, determines may be, a “covered employee” under
Section 162(m)(3) of the Code.
(3) Performance Measures. For any Award that is intended to qualify as Performance-Based
Compensation, the Committee shall specify that the degree of granting, vesting and/or payout shall be subject to
the achievement of one or more objective performance measures established by the Committee, which shall be
based on the relative or absolute attainment of specified levels of one or any combination of the following, which
may be determined in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP or
other basis, as determined by the Committee: net income (loss); earnings per share; earnings before or after
discontinued operations, interest, taxes, depreciation, amortization, and/or stock based compensation; operating
income (loss) before or after discontinued operations and/or taxes; net income (loss) plus (i) changes in deferred
revenue, depreciation, amortization, stock-based compensation expense, loss of unconsolidated entities, net loss
on sale of assets, expenses related to integration of acquisitions and restructurings, transaction expenses and
charges, legal advisory and litigation expenses, interest expense and income tax expense, less (ii) earnings of
unconsolidated entities, net gain on sale of assets and the impact of purchase accounting related to reduced fair
value of deferred domain registration costs; margins; revenue; revenue adjusted to exclude the impact of any fair
value adjustments to deferred revenue resulting from acquisitions; deferred revenue; billings; monthly recurring
revenue retention rate; total subscribers; net subscriber additions; subscriber churn; average revenue per
subscriber; subscriber lifetime value; cash flow; cash position; free cash flow; free cash flow per share; unlevered
free cash flow; unlevered free cash flow per share; free cash flow plus integration and restructuring expenses,
A-6
P
r
o
x
y
S
t
a
t
e
m
e
n
t
transaction expenses and charges, legal advisory and litigation expenses, and dividend related payments (“FCF as
reported”); FCF as reported per share; unlevered free cash flow plus integration and restructuring expenses,
transaction expenses and charges, legal advisory and litigation expenses, and dividend related payments (“UFCF
as reported”); UFCF as reported per share; net debt; capital expenditures; cash return on invested capital; return
on sales, assets, equity or investment; stock price; market share; value based financial metrics; improvement of
financial ratings; achievement of balance sheet or income statement objectives; total stockholder return; effective
budgeting and financial planning; customer satisfaction; service levels; product development and release goals;
operational efficiencies; expenses and cost reduction goals; debt reduction; completion of strategic acquisitions/
dispositions; and growth or improvement in any of the foregoing metrics. Such goals may reflect absolute entity
or business unit performance or a relative comparison to the performance of a peer group of entities or other
external measure of the selected performance criteria and may be absolute in their terms or measured against or
in relationship to other companies comparably, similarly or otherwise situated. The Committee may specify that
such performance measures shall be adjusted to exclude any one or more of (i) extraordinary or nonrecurring
items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in
accounting principles, (iv) non-cash compensation expenses, (v) the writedown of any asset, (vi) fluctuation in
foreign currency exchange rates, and (vii) charges for restructuring, integration and rationalization programs.
Such performance measures: (x) may vary by Participant and may be different for different Awards; (y) may be
particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the
Participant works and may cover such period as may be specified by the Committee; and (z) shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with the requirements of,
Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may be based on
these or such other performance measures as the Board may determine.
(4) Adjustments. Notwithstanding any provision of the Plan, with respect to any Performance Award
that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not
upwards, the cash or number of shares payable pursuant to such Award, and the Committee may not waive the
achievement of the applicable performance measures except in the case of the death or disability of the
Participant or a change in control of the Company.
(5) Other. The Committee shall have the power to impose such other restrictions on Performance
Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for
Performance-Based Compensation.
9. Adjustments for Changes in Common Stock and Certain Other Events
(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in
capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash
dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules and
sublimits set forth in Sections 4(a) and 4(b), (iii) the number and class of securities and exercise price per share
of each outstanding Option, (iv) the share and per-share provisions and the measurement price of each
outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each
outstanding Restricted Stock Award and (vi) the share and per-share-related provisions and the purchase price, if
any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted
Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of
the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and
the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises
an Option between the record date and the distribution date for such stock dividend shall be entitled to receive,
on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such
Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.
A-7
(b) Reorganization Events.
(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company
with or into another entity as a result of which all of the Common Stock of the Company is converted into or
exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition
of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or
other transaction or (c) any liquidation or dissolution of the Company.
(2) Consequences of a Reorganization Event on Awards Other than Restricted Stock.
(A) In connection with a Reorganization Event, the Board may take any one or more of the
following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such
terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award
agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be
assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unexercised
Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by
the Participant (to the extent then exercisable) within a specified period following the date of such notice,
(iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions
applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the
event of a Reorganization Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition
Price”), make or provide for a cash payment to Participants with respect to each Award held by a Participant
equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving
effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event)
multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase
price of such Award and any applicable tax withholdings, in exchange for the termination of such Award,
(v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the
right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof
and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions
permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards
held by a Participant, or all Awards of the same type, identically.
(B) Notwithstanding the terms of Section 9(b)(2)(A), in the case of outstanding Restricted Stock
Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides
that the Restricted Stock Units shall be settled upon a “change in control event” within the meaning of Treasury
Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”,
then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Stock
Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and
(ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if the
Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation
Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the
Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required
by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the
Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(A), then the unvested Restricted Stock Units shall
terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange
therefor.
(C) For purposes of Section 9(b)(2)(A)(i), an Award (other than Restricted Stock) shall be
considered assumed if, following consummation of the Reorganization Event, such Award confers the right to
purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award
immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities
or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of
A-8
P
r
o
x
y
S
t
a
t
e
m
e
n
t
Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization
Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise or settlement of the Award to consist solely of such number of shares of common
stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be
equivalent in value (as of the date of such determination or another date specified by the Board) to the per share
consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization
Event.
(3) Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a
Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of
the Company with respect to outstanding Restricted Stock shall inure to the benefit of the Company’s successor
and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner
and to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide
for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any
Restricted Stock or any other agreement between a Participant and the Company, either initially or by
amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the
Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted
Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all
Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.
10. General Provisions Applicable to Awards
(a) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or
the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a
qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the
Participant; provided, however, that the Board may permit or provide in an Award for the gratuitous transfer of
the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity
established for the benefit of the Participant and/or an immediate family member thereof if the Company would
be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock
subject to such Award to such proposed transferee; provided further, that the Company shall not be required to
recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a
Participant, to the extent relevant in the context, shall include references to authorized transferees. For the
avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.
(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the
Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.
(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in
addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need
not treat Participants uniformly.
(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death,
termination or other cessation of employment, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the Participant, or the
Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the
Award.
A-9
(e) Withholding. The Participant must satisfy all applicable federal, state, and local or other income and
employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize
ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations
through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other
compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a
broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due
before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same
time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an
Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in
part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise
provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income),
except that, to the extent that the Company is able to retain shares of Common Stock having a Fair Market Value
that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the
Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company
may retain such number of shares of Common Stock (up to the number of shares having a Fair Market Value equal
to the maximum individual statutory rate of tax) as the Company shall determine in its sole discretion to satisfy the
tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to
any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
(f) Amendment of Award. Except as provided in Sections 5(g) and 6(e) with respect to repricings or
Section 11(d) with respect to actions requiring stockholder approval, the Board may amend, modify or terminate
any outstanding Award, including but not limited to, substituting therefor another Award of the same or a
different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board
determines that the action, taking into account any related action, does not materially and adversely affect the
Participant’s rights under the Plan or (ii) the change is permitted under Section 9.
(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common
Stock pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan
until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the
opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such
shares have been satisfied, including any applicable securities laws and regulations and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the
Company such representations or agreements as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations.
(h) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable
in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the
case may be.
11. Miscellaneous
(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an
Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the applicable Award.
(b) No Rights As Stockholder; Clawback. Subject to the provisions of the applicable Award, no Participant
or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to
A-10
P
r
o
x
y
S
t
a
t
e
m
e
n
t
be distributed with respect to an Award until becoming the record holder of such shares. In accepting an Award
under the Plan that is granted after the Effective Date, a Participant shall agree to be bound by any clawback
policy the Company may adopt in future.
(c) Term of Plan. No Awards shall be granted under the Plan after the expiration of 10 years from the
Effective Date, but Awards previously granted may extend beyond that date.
(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any
time provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended
to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested,
as applicable to such Award, unless and until the Company’s stockholders approve such amendment in the
manner required by Section 162(m); and (ii) no amendment that would require stockholder approval under the
rules of the NASDAQ Stock Market may be made effective unless and until the Company’s stockholders
approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to
any other modification or amendment under Section 422 of the Code or any successor provision with respect to
Incentive Stock Options, the Board may not effect such modification or amendment without such approval.
Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this
Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time
the amendment is adopted, provided the Board determines that such amendment, taking into account any related
action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made
that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it
will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12
months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of
Common Stock) prior to such stockholder approval.
(e) Authorization of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to
time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other
laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan
containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or
desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall
deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but
each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be
required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such
supplement.
(f) Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially
or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a
Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified
deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified
employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in
accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees
that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the
day that is six months plus one day after the date of “separation from service” (as determined under
Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit.
The aggregate of any payments that otherwise would have been paid to the Participant during the period between
the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on
such New Payment Date, and any remaining payments will be paid on their original schedule.
The Company makes no representations or warranty and shall have no liability to the Participant or any
other person if any provisions of or payments, compensation or other benefits under the Plan are determined to
constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the
conditions of that section.
A-11
(g) Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a
director, officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse,
beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor
will such individual be personally liable with respect to the Plan because of any contract or other instrument he
or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company
will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or
expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s
approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own
fraud or bad faith.
(h) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of
such state that would require the application of the laws of a jurisdiction other than the State of Delaware.
A-12
P
r
o
x
y
S
t
a
t
e
m
e
n
t
APPENDIX B
Non-GAAP Financial Measures
The following table reflects the reconciliation of Adjusted EBITDA to net income (loss) calculated in
accordance with GAAP (all data in thousands):
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain of unconsolidated entities(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of reduced fair value of deferred domain registration costs . . . . . . . . .
Transaction expenses and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration and restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal advisory expenses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net (excluding amortization of deferred financing costs) . . .
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Twelve Months Ended
December 31,
2014
$ (50,852)
16,043
(168)
61
102,723
83
67,654
(18,782)
4,787
19,927
—
30,956
6,186
57,000
$235,618
2015
$ (25,770)
29,925
(155)
9,200
91,057
82
34,241
(2,005)
9,582
16,262
1,349
34,010
11,342
58,332
$267,452
(1) The gain of unconsolidated entities is reported on a net basis for the year ended December 31, 2015. The
twelve months ended December 31, 2015 includes a $5.4 million gain for the redemption of our equity
interest in World Wide Web Hosting, partially offset by our proportionate share of net losses from
unconsolidated entities of $14.6 million.
(2) Consists of legal and related advisory expenses associated with matters that are the subject of a class action
lawsuit filed against us in May 2015 and the SEC subpoena received by us in December 2015.
The following table reflects the reconciliation of cash flows from net cash provided by operating activities
to Free Cash Flow (FCF), Unlevered Free Cash Flow (UFCF), and Unlevered Free Cash Flow as reported (UFCF
as reported) (all data in thousands):
GAAP Cash Flow from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less:
Twelve Months Ended
December 31,
2014
2015
142,893
177,228
Dividend from minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures and capital lease obligations(1) . . . . . . . . . . . . . . . .
(167)
(27,512)
—
(36,065)
Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$115,214
$141,163
Plus:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,418
57,338
Unlevered Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$172,632
$198,501
Adjustments
Plus:
Transaction expenses and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Integration and restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal advisory expenses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,885
17,479
—
5,033
16,948
1,203
Unlevered Free Cash Flow (as reported)(3) . . . . . . . . . . . . . . . . . . . . . . . . .
$193,996
$221,685
B-1
(1) Capital expenditures include payments under capital leases for software of $21.5 million. During the twelve
months ended December 31, 2014 and December 31, 2015, these payments amounted to $3.6 million and
$4.8 million, respectively. The remaining balance on the capital lease is $13.1 million as of December 31,
2015.
(2) Consists of legal and related advisory expenses associated with matters that are the subject of a class action
(3)
lawsuit filed against us in May 2015 and the SEC subpoena received by us in December 2015.
Interest paid in the above table is disclosed in the consolidated statement of cash flows. As previously
reported, interest paid in the FCF/UFCF reconciliation table was net of accrued loan interest and net interest
income. If we used the previous method, the Unlevered Free Cash Flow (as reported) amounts for the twelve
months ended December 31, 2014 and 2015 would be $193.4 million and $221.4 million, respectively.
The following table reflects the reconciliation of Adjusted Revenue to revenue calculated in accordance
with GAAP (all data in thousands):
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting adjustment . . . . . . . . . . . . . . . . . . . .
$629,845
22,100
$741,315
5,724
Adjusted revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$651,945
$747,039
Twelve Months Ended
December 31,
2014
2015
Use of Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we use certain “non-GAAP
financial measures” described below to evaluate the operating and financial performance of our business, identify
trends affecting our business, develop projections and make strategic business decisions. Generally, a non-GAAP
financial measure is a numerical measure of a company’s operating performance, financial position or cash flow
that includes or excludes amounts that are included or excluded from the most directly comparable measure
calculated and presented in accordance with GAAP. We monitor the non-GAAP financial measures described
below, and we believe they are helpful to investors, because we believe they reflect the operating performance of
our business and help management and investors gauge our ability to generate cash flow, excluding some
recurring and non-recurring expenses that are included in the most directly comparable measures calculated and
presented in accordance with GAAP.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided
by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results
differently, particularly related to adjustments for integration and restructuring expenses. In addition, there are
limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP, may
be different from non-GAAP financial measures used by other companies and exclude expenses that may have a
material impact on our reported financial results. Furthermore, interest expense, which is excluded from some of
our non-GAAP measures, has been and will continue to be for the foreseeable future a significant recurring
expense in our business. The presentation of non-GAAP financial information is not meant to be considered in
isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP
financial measures included below, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss) plus (i) changes
in deferred revenue, depreciation, amortization, stock-based compensation expense, loss of unconsolidated
entities, net loss on sale of assets, expenses related to integration of acquisitions and restructurings, transaction
expenses and charges, certain legal advisory expenses, interest expense and income tax expense, less (ii) earnings
of unconsolidated entities, net gain on sale of assets and the impact of purchase accounting related to reduced fair
value of deferred domain registration costs. We view adjusted EBITDA as a performance measure. Due to our
B-2
P
r
o
x
y
S
t
a
t
e
m
e
n
t
history of acquisitions and financings, we have incurred and will continue to incur charges for integration,
restructuring and transaction expenses that primarily relate to the process of acquiring another business and
integrating that business into our support and/ or technical platforms. We believe that adjusting for these items is
useful to investors in evaluating the post integration performance of our company. We manage our business based
on the cash collected from our subscribers and the cash required to acquire and service those subscribers. We
believe highlighting cash collected and cash spent in a given period provides insight to an investor to gauge the
overall performance of our business. Under GAAP, although subscription fees are paid in advance, we recognize the
associated revenue over the subscription term, which does not fully reflect short-term trends in our operating results.
In order to capture these trends and report our performance consistently with how we manage our business, we
include the change in deferred revenue for the period in our calculation of adjusted EBITDA for that period.
Free Cash Flow, or FCF, is a non-GAAP financial measure that we calculate as cash flow from operations
less capital expenditures and capital lease obligations and dividend from minority interest. We believe that FCF
provides investors with an indicator of our ability to generate positive cash flows after meeting our obligations
with regard to capital expenditures and payment of interest on our outstanding indebtedness.
Unlevered Free Cash Flow, or UFCF, is a non-GAAP financial measure that we calculate as FCF plus
interest paid. We believe the most useful indicator of our operating performance is the cash generating potential
of our company prior to any accounting charges related to our acquisitions and after investment in capital
expenditures to operate our technology platform. Given our substantial bank debt, we believe it is important to
present to our investors the cash generation potential of our business prior to interest payments.
Unlevered Free Cash Flow (as reported), or UFCF (as reported), is a non-GAAP financial measure that we
calculate as UFCF plus integration and restructuring expenses, transaction expenses and charges, certain legal
advisory expenses, and dividend related payments. We believe that this presentation provides investors with an
alternative view of UFCF by adding back expenses that primarily relate to the process of acquiring another business
and integrating that business into our support and/or technical platforms, which we believe is useful to investors in
evaluating the post integration performance of our company. UFCF (as reported) also adds back certain legal
advisory and dividend related expenses that we believe do not reflect our ongoing operating performance.
Adjusted Revenue is a non-GAAP financial measure that we calculate as GAAP revenue adjusted to exclude
the impact of any fair value adjustments to deferred revenue resulting from acquisitions. Historically, we also
adjusted the amount of revenue to include the revenue generated from subscribers we added through business
acquisitions as if those acquired subscribers had been our subscribers since the beginning of the period presented.
Since the first quarter of 2014, we have included the revenue we add through business acquisitions from the closing
date of the relevant acquisition. We believe that excluding fair value adjustments to deferred revenue is useful to
investors because it shows our revenue prior to purchase accounting charges related to our acquisitions.
Total Subscribers—We define total subscribers as those that, as of the end of a period, are identified as
subscribing directly to our products on a paid basis, excluding accounts that access our solutions via resellers or
that purchase only domain names from us. Historically, in calculating total subscribers, we included the number
of end-of-period subscribers we added through business acquisitions as if those subscribers had subscribed with
us since the beginning of the period presented. Since the first quarter of 2014, we have included subscribers we
added through business acquisitions from the closing date of the relevant acquisition. Additionally, in the fourth
quarter of 2014, we modified our definition of total subscribers to better reflect our expanding product mix by
including paid subscribers to all of our subscription-based products, rather than limiting the definition to paid
subscribers to our hosted web presence solutions. Subscribers of more than one brand are counted as separate
subscribers. Total subscribers for a period reflects adjustments to add or subtract subscribers as we integrate
acquisitions and/or are otherwise able to identify subscribers that meet, or do not meet, this definition of total
subscribers. Approximately 29 percent and 15 percent of the increase in total subscribers in the fourth quarter and
full year 2015, respectively, consists of these adjustments. Of the approximately 582,000 increase in our total
subscribers from December 31, 2014 to December 31, 2015, approximately 158,000 consisted of pre-acquisition
subscriber bases of companies we acquired during 2015.
B-3
BOARD MEMBERS AND EXECUTIVE TEAM
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
Hari Ravichandran
Chief Executive Officer
Marc Montagner
Chief Financial Officer
Ronald LaSalvia
President and Chief Operating Officer
David C. Bryson
Chief Legal Officer
Kathy Andreasen
Chief Administrative Officer
James C. Neary (Chairman)
Managing Director, Partner
Warburg Pincus
Hari Ravichandran
Chief Executive Officer
Endurance International Group
Dale Crandall
President and Founder
Piedmont Corporate Advisors
Joseph P. DiSabato
Managing Director
Goldman Sachs
Michael D. Hayford
Retired Chief Financial Officer
Fidelity National Information Services
Tomas Gorny
Chief Executive Officer and Chairman
Unitedweb
Peter J. Perrone
Chief Financial Officer
Percolate Industries, Inc.
Chandler J. Reedy
Managing Director, Partner
Warburg Pincus
Justin L. Sadrian
Managing Director, Partner
Warburg Pincus
Helping small businesses navigate the
promise, power, and potential of the web.