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COVER PAGE - shares	6 Months Ended
COVER PAGE - shares	Jun. 30, 2019	Aug. 01, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Entity File Number	001-36131
Entity Registrant Name	Endurance International Group Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-3044956
Entity Address, Address Line One	10 Corporate Drive,
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Burlington,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	781
Local Phone Number	852-3200
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	EIGI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		146,055,237
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001237746
Current Fiscal Year End Date	--12-31

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 90,818	$ 88,644
Restricted cash	1,832	1,932
Accounts receivable	12,989	12,205
Prepaid domain name registry fees	57,326	56,779
Prepaid commissions	41,704	41,458
Prepaid and refundable taxes	6,517	7,235
Prepaid expenses and other current assets	26,411	27,855
Total current assets	237,597	236,108
Property and equipment—net	88,700	92,275
Operating lease right-of-use assets	104,210
Goodwill	1,848,949	1,849,065
Other intangible assets—net	292,191	352,516
Deferred financing costs—net	2,221	2,656
Investments	15,000	15,000
Prepaid domain name registry fees, net of current portion	11,281	11,207
Prepaid commissions, net of current portion	45,160	42,472
Other assets	2,778	5,208
Total assets	2,648,087	2,606,507
Current liabilities:
Accounts payable	14,933	12,449
Accrued expenses	64,774	79,279
Accrued taxes	2,418	2,498
Accrued interest	24,483	25,259
Deferred revenue	376,046	371,758
Operating lease liabilities—short term	22,483
Current portion of notes payable	31,606	31,606
Current portion of financed equipment		8,379
Current portion of financed equipment	4,583
Deferred consideration—short term	1,408	2,425
Other current liabilities	2,319	3,147
Total current liabilities	545,053	536,800
Long-term deferred revenue	99,249	96,140
Operating lease liabilities—long term	90,989
Notes payable—long term, net of original issue discounts of $21,349 and $19,151 and deferred financing costs of $31,992 and $28,919, respectively	1,725,326	1,770,055
Deferred tax liability	18,785	16,457
Deferred consideration—long term	0	1,364
Other liabilities	6,460	11,237
Total liabilities	2,485,862	2,432,053
Stockholders’ equity:
Preferred Stock—par value $0.0001; 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common Stock—par value $0.0001; 500,000,000 shares authorized; 143,444,515 and 145,741,251 shares issued at December 31, 2018 and June 30, 2019, respectively; 143,444,178 and 145,741,251 outstanding at December 31, 2018 and June 30, 2019, respectively	14	14
Additional paid-in capital	979,626	961,235
Accumulated other comprehensive loss	(4,115)	(3,211)
Accumulated deficit	(813,300)	(783,584)
Total stockholders' equity	162,225	174,454
Total liabilities and stockholders’ equity	$ 2,648,087	$ 2,606,507

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Notes payable-long term original issue discounts, net	$ 19,151	$ 21,349
Deferred financing costs	$ 28,919	$ 31,992
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	145,741,251	143,444,515
Common stock, shares outstanding (in shares)	145,741,251	143,444,178

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Revenue	$ 278,204	$ 287,770	$ 558,887	$ 579,126
Cost of revenue (including impairment of $17,892 for the three and six months ended June 30, 2019)	139,587	130,746	263,441	264,652
Gross profit	138,617	157,024	295,446	314,474
Operating expense:
Sales and marketing	65,490	66,546	132,078	133,902
Engineering and development	25,348	21,959	49,042	41,876
General and administrative	31,124	30,744	62,517	69,519
Total operating expense	121,962	119,249	243,637	245,297
Income from operations	16,655	37,775	51,809	69,177
Other income (expense):
Interest income	314	227	605	431
Interest expense	(37,037)	(38,346)	(74,251)	(74,396)
Total other expense—net	(36,723)	(38,119)	(73,646)	(73,965)
Loss before income taxes and equity earnings of unconsolidated entities	(20,068)	(344)	(21,837)	(4,788)
Income tax (benefit) expense	6,160	(946)	7,879	(2,889)
Income (loss) before equity earnings of unconsolidated entities	(26,228)	602	(29,716)	(1,899)
Equity (income) loss of unconsolidated entities, net of tax	0	(25)	0	2
Net income (loss)	(26,228)	627	(29,716)	(1,901)
Comprehensive income (loss):
Foreign currency translation adjustments	348	(2,425)	(53)	(1,845)
Unrealized gain (loss) on cash flow hedge, net of tax (expense) benefit of ($45) and ($370) for the three and six months ended June 30, 2018, respectively, and ($35) and $269 for the three and six months ended June 30, 2019, respectively	110	144	(851)	1,184
Total comprehensive loss	$ (25,770)	$ (1,654)	$ (30,620)	$ (2,562)
Basic net income (loss) per share (in usd per share)	$ (0.18)	$ 0.00	$ (0.21)	$ (0.01)
Diluted net income (loss) per share (in usd per share)	$ (0.18)	$ 0.00	$ (0.21)	$ (0.01)
Weighted-average common shares used in computing net income (loss) per share:
Basic (in shares)	145,308,823	142,340,561	144,414,929	141,356,567
Diluted (in shares)	145,308,823	144,702,002	144,414,929	141,356,567

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Unrealized gain (loss) arising during period, tax	$ (35)	$ (45)	$ 269	$ (370)
Cost of revenue, impairment	$ 17,892	$ 0	$ 17,892	$ 0

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Gain	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2017		140,190,695
Beginning balance at Dec. 31, 2017	$ 83,005	$ 14	$ 931,033	$ (541)	$ (847,501)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (in shares)		262,454
Vesting of restricted shares	0
Exercise of stock options (in shares)		4,338
Exercise of stock options	25		25
Other comprehensive gain (loss)	1,621			1,621
Net loss	(2,528)				(2,528)
Stock-based compensation	6,992		6,992
Ending balance (in shares) at Mar. 31, 2018		140,457,487
Ending balance at Mar. 31, 2018	148,748	$ 14	938,300	1,080	(790,646)
Beginning balance (in shares) at Dec. 31, 2017		140,190,695
Beginning balance at Dec. 31, 2017	83,005	$ 14	931,033	(541)	(847,501)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,901)
Ending balance (in shares) at Jun. 30, 2018		142,867,992
Ending balance at Jun. 30, 2018	154,915	$ 14	946,121	(1,201)	(790,019)
Beginning balance (in shares) at Mar. 31, 2018		140,457,487
Beginning balance at Mar. 31, 2018	148,748	$ 14	938,300	1,080	(790,646)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (in shares)		2,342,606
Vesting of restricted shares	0
Exercise of stock options (in shares)		67,899
Exercise of stock options	431		431
Other comprehensive gain (loss)	(2,281)			(2,281)
Net loss	627				627
Stock-based compensation	7,390		7,390
Ending balance (in shares) at Jun. 30, 2018		142,867,992
Ending balance at Jun. 30, 2018	154,915	$ 14	946,121	(1,201)	(790,019)
Beginning balance (in shares) at Dec. 31, 2018		143,444,178
Beginning balance at Dec. 31, 2018	174,454	$ 14	961,235	(3,211)	(783,584)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (in shares)		116,526
Vesting of restricted shares	0
Exercise of stock options (in shares)		892
Exercise of stock options	5		5
Other comprehensive gain (loss)	(1,362)			(1,362)
Net loss	(3,488)				(3,488)
Stock-based compensation	9,016		9,016
Ending balance (in shares) at Mar. 31, 2019		143,561,596
Ending balance at Mar. 31, 2019	178,625	$ 14	970,256	(4,573)	(787,072)
Beginning balance (in shares) at Dec. 31, 2018		143,444,178
Beginning balance at Dec. 31, 2018	174,454	$ 14	961,235	(3,211)	(783,584)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive gain (loss)	(904)
Net loss	(29,716)
Ending balance (in shares) at Jun. 30, 2019		145,741,252
Ending balance at Jun. 30, 2019	162,225	$ 14	979,626	(4,115)	(813,300)
Beginning balance (in shares) at Mar. 31, 2019		143,561,596
Beginning balance at Mar. 31, 2019	178,625	$ 14	970,256	(4,573)	(787,072)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (in shares)		2,176,738
Vesting of restricted shares	0
Exercise of stock options (in shares)		2,918
Exercise of stock options	16		16
Other comprehensive gain (loss)	458			458
Net loss	(26,228)				(26,228)
Stock-based compensation	9,354		9,354
Ending balance (in shares) at Jun. 30, 2019		145,741,252
Ending balance at Jun. 30, 2019	$ 162,225	$ 14	$ 979,626	$ (4,115)	$ (813,300)

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions	Jan. 01, 2018 USD ($)
Accounting Standards Update 2014-09
Tax Impact of ASC 606	$ 7.0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (29,716)	$ (1,901)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment	22,105	24,864
Amortization of other intangible assets	42,469	51,713
Impairment of long lived assets	17,892	0
Amortization of deferred financing costs	3,509	2,986
Amortization of net present value of deferred consideration	120	251
Amortization of original issue discounts	2,198	2,126
Stock-based compensation	18,370	14,382
Deferred tax expense (benefit)	2,627	(4,484)
Loss on sale of assets	136	261
Loss from unconsolidated entities	0	2
Financing costs expensed	0	1,228
Loss on early extinguishment of debt	0	331
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(793)	3,740
Prepaid and refundable taxes	725	(1,102)
Prepaid expenses and other current assets	2,328	(8,668)
Leases right-of-use asset, net	653
Accounts payable and accrued expenses	(15,135)	(11,670)
Deferred revenue	7,241	8,193
Net cash provided by operating activities	74,729	82,252
Cash flows from investing activities:
Purchases of property and equipment	(16,164)	(13,381)
Net cash used in investing activities	(16,164)	(13,381)
Cash flows from financing activities:
Proceeds from issuance of term loan and notes, net of original issue discounts	0	1,580,305
Repayments of term loans	(50,000)	(1,630,693)
Payment of financing costs	0	(1,295)
Payment of deferred consideration	(2,500)	(4,196)
Principal payments on financed equipment	(3,861)	(3,909)
Proceeds from exercise of stock options	22	456
Net cash used in financing activities	(56,339)	(59,332)
Net effect of exchange rate on cash and cash equivalents and restricted cash	(152)	(1,488)
Net increase (decrease) in cash and cash equivalents and restricted cash	2,074	8,051
Cash and cash equivalents and restricted cash:
Beginning of period	90,576	69,118
End of period	92,650	77,169
Supplemental cash flow information:
Interest paid	68,353	72,461
Income taxes paid (received)	$ 724	$ 2,122

Nature of Business	6 Months Ended
Nature of Business	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	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, EIG Investors Corp. (“EIG Investors”), its primary operating subsidiary, The Endurance International Group, Inc. (“EIG”), and other subsidiaries 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 of a controlling interest in EIG Investors, EIG and EIG's subsidiaries by investment funds and entities affiliated with Warburg Pincus and Goldman, Sachs & Co. ("Goldman") on December 22, 2011. 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.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Preparation

The accompanying consolidated financial statements, which include the accounts of Holdings and its subsidiaries, have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions were eliminated on consolidation.

Although the Company believes the disclosures included herein are adequate to ensure that the consolidated financial statements are fairly presented, certain information and footnote disclosures to the financial statements have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, the consolidated financial statements and the footnotes included herein should be read in conjunction with the audited financial statements and the footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Segment Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM"). The Company has determined that its chief executive officer is the Company's CODM.

The Company has identified three reportable segments, web presence, domains and email marketing. The Company has determined that it does not satisfy aggregation criteria for these operating segments, and that each segment meets the quantitative threshold of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280, Segment Reporting. Therefore, all three operating segments are reportable segments.

The Company's segments share certain resources, primarily related to sales and marketing, engineering and general and administrative functions. Management allocates these costs to each respective segment based on a consistently applied methodology, primarily based on a percentage of revenue.

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.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of June 30, 2019, and the related consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2018 and 2019, the consolidated statements of cash flows for the six months ended June 30, 2018 and 2019, the consolidated statements of changes in stockholders' equity for the three and six months ended June 30, 2018 and 2019, and the notes to consolidated financial statements are unaudited. These unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. The unaudited consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of the Company’s financial position as of June 30, 2019, results of operations for the three and six months ended June 30, 2018 and 2019, cash flows for the six months ended June 30, 2018 and 2019, and changes in stockholders' equity for the three and six months ended June 30, 2018 and 2019. The results in the consolidated statements of operations and comprehensive loss are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2019.

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 deposit and cash held by merchant banks and payment processors, which provide collateral against any chargebacks, fees, or other items that may be charged back to the Company by credit card companies and other merchants, and collateral for certain facility leases.

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.

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 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 approximates their carrying value.

Derivative Instruments and Hedging Activities

FASB 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 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 risks, 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 FASB Accounting Standards Update ("ASU") No. 2011-4, 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.

Property and Equipment

Property and equipment is recorded at cost, or at fair value if the property and equipment is 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 equipment financing 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		Thirty-five years
Software		Two to three years
Computers and office equipment		Three years
Furniture and fixtures		Five years
Leasehold improvements		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 FASB 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 three and six months ended June 30, 2018, the Company capitalized internal-use software development costs of $2.7 million and $4.3 million, respectively. During the three and six months ended June 30, 2019, the Company capitalized internal-use software development costs of $4.1 million and $7.3 million, respectively.

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 Company's business, a significant adverse change in 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, a 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 ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 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 performs its annual goodwill test as of October 31 of each fiscal year. The Company has identified a total of ten reporting units, and goodwill has been allocated to six of these reporting units. The Company also early adopted the provisions of ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350), which eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment test includes only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated, is impaired. Goodwill has been allocated to each reporting unit in accordance with ASC 350-20-40, which requires that goodwill be allocated based on the relative fair values of each reporting unit.

The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities are assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit's fair value. Certain assets and liabilities are shared by multiple reporting units, and are allocated to each reporting unit based on its relative size, primarily based on revenue.

The fair value of each reporting unit is determined by the income approach and the market approach. For the income approach, fair value is determined based on the present value of estimated future after-tax cash flows, discounted at an appropriate risk adjusted rate. The Company derives its discount rates using a capital asset pricing model and by analyzing published rates for industries relevant to the reporting units to estimate the weighted-average cost of capital. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the business and in internally developed forecasts. For fiscal year 2018, the Company used a discount rate of 10.0% for all but one of its reporting units. The Company also performed sensitivity analysis on its discount rates. The Company uses internal forecasts to estimate future after-tax cash flows, which include an estimate of long-term future growth rates based on the Company's view of the long-term outlook for each reporting unit. Actual results may differ from those assumed in the Company's forecasts.

For the market approach, the Company utilizes two different approaches: market multiples for publicly traded companies, and market multiples based on the acquisition value of comparable companies that were sold.

For the fiscal year 2018 goodwill impairment analysis, the Company compared the fair value from the income approach to the two market approaches. For three of the Company's reporting units, which represent approximately 95% of the Company's goodwill, the fair value derived from the income approach was consistent with the fair value derived from the two market approaches. The Company established the fair value for these reporting units based on the average fair value from all three valuation approaches. For two of the Company's reporting units, which represent approximately 3% of the Company's goodwill, the Company based their fair value entirely upon the income approach, as these two reporting units are experiencing declining cash flows and are expected to continue to experience declines over time. The fair values from the income approach for these two reporting units were materially below the fair values derived from both market approaches. The goodwill allocated to these two reporting units is approximately $64.2 million as of December 31, 2018. Although the Company does not expect an impairment of goodwill for these two reporting units in the near term, the Company expects that cash flows will continue to decline which could result in goodwill impairment charges for these two reporting units at some point in the future. For one of the reporting units, which represents approximately 2% of the Company's goodwill, the fair values derived from the market approaches were much lower than the income approach using a discount rate of 10%. The Company determined that more risk was present in the projected future cash flows of this reporting unit as compared to the Company's other reporting units and determined that a discount rate of 17% was appropriate. The fair value of this reporting unit under the income approach at a discount rate of 17% was consistent with the fair values determined under the two market approaches. The Company established fair value for this reporting unit based on the average fair value from all three valuation approaches.

As of the test date of October 31, 2018, the fair value for all reporting units was higher than their respective carrying values, and no impairment has been recorded. No triggering events were identified between the October 31, 2018 test and December 31, 2018.

Goodwill as of December 31, 2018 was $1,849.1 million. The carrying value of goodwill that was allocated to the domain, email marketing and web presence reporting segments was $29.9 million, $604.3 million and $1,214.9 million, respectively. The fair value of all reporting units with goodwill at December 31, 2018 exceeds each reporting unit's carrying value by at least 20%.

Goodwill as of June 30, 2019 was $1,848.9 million. The carrying value of goodwill that was allocated to the domain, email marketing and web presence reporting segments was $29.9 million, $604.3 million and approximately $1,214.8 million, respectively. For the three and six months ended June 30, 2019, no impairment triggering events were identified and no impairment has 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 and domain names available for sale. 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 other than developed technology is recognized in accordance with their estimated projected cash flows.

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.

Indefinite life intangible assets include domain names that are available for sale which are recorded at the 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.

During the three and six months ended June 30, 2019, the Company recognized an impairment charge of $17.9 million relating primarily to premium domain name intangible assets acquired in 2014, which was recorded in cost of revenue in the consolidated statement of operations and comprehensive loss. The impairment resulted from recent market conditions that have adversely impacted cash flows from these assets, and these market conditions are expected to continue. The Company valued its premium domain name assets based on discounted projected cash flows from these assets using a discount rate of 11.6%, which resulted in an impairment of $16.2 million. The balance of the impairment charge was primarily related to developed technology intangible assets associated with the premium domain business which were valued using a relief from royalty approach. During the three and six months ended June 30, 2018, the Company recorded no impairment charge associated with these intangible assets.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Since then, the FASB has also issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), Principals versus Agent Considerations, ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, and ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which further elaborate on the original ASU No. 2014-09. The Company adopted the guidance in ASC 606 on January 1, 2018. Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to for those products and services. In general, the Company determines revenue recognition through the following steps:


•	Identification of the contract, or contracts, with the customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company provides cloud-based subscription services, which include web hosting and related add-ons, search engine optimization ("SEO") services, domain registration services and email marketing.

Web hosting gives subscribers access to an environment where the Company hosts a customer’s website. The related contract terms are generally for one year, but can range from 30 days to 3 years. Web hosting services are typically sold in bundled offerings that include web hosting, domain registration services and various add-ons. The Company recognizes revenue for web hosting and domain registration services over the term of the contract.

The main add-on services related to web hosting are domain privacy, secure sockets layer ("SSL") security, site backup and restoration, and web builder tools. These services may be included in web hosting bundles, or they may be purchased on a standalone basis. Certain add-on services are provided by third parties. In cases where the Company is acting as an agent for the sale of third-party add-on services, the Company recognizes revenue on a net basis at the time of sale. In cases where the Company is acting as a principal for the sale of third-party add-on services (i.e., the Company has the primary responsibility to provide specific goods or services, it has discretion to establish prices and it may assume inventory risk), the Company recognizes revenue on a gross basis over the term of the contract. The revenue for Company-provided add-on services is primarily recognized over the term of the contract.

SEO services are monthly subscriptions that provide a customer with increased traffic to their website over the term of the subscription. Revenue from SEO services is recognized over the monthly term of the contract.

In the case of domain registration services, the Company is an accredited registrar and can provide registration services to the customer, or it can select an accredited third-party registrar to perform these duties. Domain registration services are generally annual subscriptions, but can cover multiple years. Revenue for these services is recognized over time.

Email marketing services provide subscribers with a cloud-based platform that can send broadcast emails to a customer list managed by the subscriber. Pricing is based on contact list volume from the prior monthly period, which determines the contractual billing price for the upcoming month. Revenue for this service is recognized over the monthly term of the contract.

Non-subscription based services include certain professional services, primarily website design or re-design services, marketing development fund ("MDF") revenue, premium domain names and domain parking services.

Website design and re-design services are recognized when the service is complete.

Marketing development funds consist of commissions earned by the Company when a third party sells its products or services directly to the Company’s subscribers, and advertising revenue for third-party ads placed on Company websites. The Company records revenue when the service is provided and calculates it based on the contractual revenue share arrangement or over the term of the advertisement.

Domain parking allows the Company to monetize certain of its premium domain names by loaning them to specialized third parties that generate advertising revenue from these parked domains on a pay per click ("PPC") basis. Revenue is recognized when earned and calculated based on the revenue share arrangement with the third party.

Revenue from the sale of premium domains is recognized when persuasive evidence of an arrangement to sell such domains exists and delivery of an authorization key to access the domain name has occurred. Premium domain names are paid for in advance prior to the delivery of the domain name.

The contracts that the Company enters into typically do not contain any variable or non-cash considerations.

The Company maintains a reserve for refunds and chargebacks related to revenue that has been recognized and is expected to be refunded, as calculated based on observed historical trends. The Company had a refund and chargeback reserve of $0.4 million and $0.3 million as of December 31, 2018 and June 30, 2019, respectively. The portion of deferred revenue that was expected to be refunded at December 31, 2018 and June 30, 2019 was $2.2 million and $1.8 million, respectively. Based on refund history, approximately 83% of all refunds happen in the same fiscal month that the contract starts or renews, and approximately 95% of all refunds happen within 45 days of the contract start or renewal date.

The Company did not apply any practical expedients during its adoption of ASC 606. The Company elected to use the portfolio method in the calculation of the deferred contract assets.

Contracts with Multiple Performance Obligations

A considerable amount of the Company’s revenue is generated from transactions that are contracts with customers that may include web hosting plans, domain name registrations, and other cloud-based products and services. In these cases, the Company determines whether the products and services are distinct performance obligations that should be accounted for separately versus together. The Company allocates revenue to each performance obligation based on its relative standalone selling price, generally based on the price charged to customers. Web hosting services, domain name registrations, and other cloud-based products and services have distinct performance obligations and are often sold separately. If the promise is not distinct and therefore not a performance obligation, then the total transaction amount is allocated to the identified performance obligation based on a relative selling price hierarchy. When multiple performance obligations are included in a contract, the total transaction amount for the contract is allocated to the performance obligations based on a relative selling price hierarchy. The Company determines the relative selling price for a performance obligation based on standalone selling price (“SSP”). The Company determines SSP by considering its observed standalone selling prices, competitive prices in the marketplace and management judgment; these standalone selling prices may vary depending upon the particular facts and circumstances related to each deliverable. The Company analyzes the standalone selling prices used in its allocation of transaction amount, at a minimum, on a quarterly basis.

Deferred Revenue

The Company records deferred revenue when cash payments are received or are due in advance of the Company’s performance, including amounts that are refundable.

The following table provides a reconciliation of the Company's deferred revenue as of June 30, 2019:



	Short-term			Long-term
	(in thousands)
Balance at December 31, 2018	$	371,758		$	96,140
Recognition of the beginning deferred revenue into revenue, as a result of performance obligations satisfied	(257,178		)	—
Cash received in advance during the period	461,848			104,281
Recognition of cash received in the period into revenue, as a result of performance obligations satisfied	(301,708		)	—
Impact of foreign exchange rates	154			—
Reclassification between short-term and long-term	101,172			(101,172		)
Balance at June 30, 2019	$	376,046		$	99,249

The difference between the opening and closing balances of the Company’s deferred liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. During the six months ended June 30, 2019, the Company recognized $257.2 million and $0.0 million, respectively, from beginning deferred revenue current and long-term balances existing at December 31, 2018. The Company did not recognize any revenue from performance obligations satisfied in prior periods.

The following table provides the remaining performance obligation amounts as of June 30, 2019. These amounts are equivalent to the ending deferred revenue balance of $475.3 million, which includes both short and long-term amounts:



	Web presence		Email marketing		Domain		Total
	(in thousands)
Remaining performance obligation, short-term	$	260,898	$	55,317	$	59,831	$	376,046
Remaining performance obligation, long-term	84,119		3		15,127		99,249
Total	$	345,017	$	55,320	$	74,958	$	475,295

This backlog of revenue related to future performance obligations is prepaid by customers and supported by executed contracts with customers. The Company has established a reserve of $0.3 million for refunds and chargebacks, 95% of which is expected to materialize in the first 45 days after the contract start date or renewal date. The remainder of the deferred revenue is expected to be recognized in future periods.

Deferred Customer Acquisition Costs

As a result of the implementation of ASC 606, the Company now capitalizes the incremental costs directly related to obtaining and fulfilling a contract (such as sales commissions and certain direct sales and marketing success-based costs), if these costs are expected to be recovered. These costs are amortized over the period the services are transferred to the customer, which is estimated based on customer churn rates for various segments of the business. The Company includes only those incremental costs that would not have been incurred if the contracts had not been entered into:



	Short-term			Long-term
	(in thousands)
Balance at December 31, 2018	$	41,458		$	42,472
Deferred customer acquisition costs incurred in the period	12,092			18,780
Amounts recognized as expense in the period	(27,945		)	—
Impact of foreign exchange rates	(63		)	70
Reclassification between short-term and long-term	16,162			(16,162		)
Balance at June 30, 2019	$	41,704		$	45,160

As of June 30, 2019, the Company had a total of $73.0 million, $12.3 million and $1.6 million in deferred assets relating to costs incurred to obtain or fulfill contracts in its web presence, email marketing and domain segments, respectively. These deferred assets consist entirely of recoverable, specific, success-based sales commissions. During the six months ended June 30, 2019, the Company recognized total amortization costs related to the above items of approximately $23.6 million, $3.1 million, and $1.3 million in its web presence, email marketing and domain segments, respectively.

Significant Judgments

The Company sells a number of third-party cloud-based services to enhance a subscriber’s overall web hosting experience. The Company exercises considerable judgment to determine if it is the principal or agent in each of these arrangements, and in some instances, has concluded that it is an agent of the third party and recognizes revenue at the time of the subscriber purchase in an amount that is net of the revenue share payable to the third party.

The Company exercises judgment to determine the standalone selling price for each distinct performance obligation. In instances where the standalone selling price is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the standalone selling price using information that may include a competitive market assessment approach and other observable inputs. The Company typically has more than one standalone selling price for individual products and services.

Judgment is required to determine whether particular types of sales and marketing costs incurred, including commissions, are incremental and recoverable costs incurred to obtain and fulfill the customer contract. In addition, judgment is required to determine the life of the customer over which deferred customer acquisition costs are amortized.

Income Taxes

Income taxes are accounted for in accordance with FASB ASC 740, Accounting for Income Taxes. 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. The Company had unrecognized tax benefits at December 31, 2018 and June 30, 2019 of $4.4 million and $5.3 million, respectively.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the three and six months ended June 30, 2018 and 2019, the Company recognized an immaterial amount of interest and penalties related to unrecognized tax benefits.

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 FASB ASC 718, Compensation—Stock Compensation, 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 and restricted stock units granted, the Company estimates the fair value of each restricted stock award or restricted stock unit based on the closing trading price of its common stock on the date of grant.

Net Income (Loss) per Share

The Company considered FASB ASC 260-10, Earnings per Share, 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 income (loss) per share is computed by dividing net income (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.



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2019			2018			2019
	(unaudited) (in thousands, except share amounts and per share data)
Net income (loss)	$	627	$	(26,228	)	$	(1,901	)	$	(29,716	)
Net income (loss) per share attributable to Endurance International Group Holdings, Inc.:
Basic	$	—	$	(0.18	)	$	(0.01	)	$	(0.21	)
Diluted	$	—	$	(0.18	)	$	(0.01	)	$	(0.21	)
Weighted-average common shares used in computing net income (loss) per share:
Basic	142,340,561		145,308,823			141,356,567			144,414,929
Diluted	144,702,002		145,308,823			141,356,567			144,414,929

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been anti-dilutive:



	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2019	2018	2019
	(unaudited)
Restricted stock awards and units	6,604,998	9,240,137	6,243,878	8,864,517
Options	8,606,916	9,167,540	8,787,671	8,944,596
Total	15,211,914	18,407,677	15,031,549	17,809,113

Recent Accounting Pronouncements - Recently Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases, or ASC 842. Since then, the FASB has also issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which further clarifies ASU No. 2016-02 and corrects unintended application of guidance. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record an 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 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 adopted the new standard on January 1, 2019. The Company elected to utilize the available practical expedients and implemented internal controls and reporting systems to enable the preparation of the financial information on adoption and on an ongoing basis subsequent to adoption. Upon adoption, the Company recorded an ROU asset of $114.9 million, and a lease liability of $124.5 million, and reduced accrued facility exit costs by $1.7 million and deferred rent liabilities by $7.9 million. There was no impact to opening retained earnings as a result of the adoption of the new guidance. The impact of applying ASC 842 on the results for reporting periods and balance sheet beginning after January 1, 2019 is presented under ASC 842, while prior amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 840, Leases. The Company's accounting for finance leases remained substantially unchanged. See Note 5, Leases, for further details.

Recent Accounting Pronouncements - Recently Issued

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The new guidance provides for the deferral of implementation costs for cloud computing arrangements and expensing those costs over the term of the cloud services arrangement. The Company is currently evaluating the timing of adoption and the expected impact of the new guidance.

Correction of Income Tax Expense - Fiscal Year 2018

6 Months Ended

Jun. 30, 2019

Accounting Changes and Error Corrections [Abstract]

Correction of Income Tax Expense - Fiscal Year 2018

During the three months ended September 30, 2018, the Company revised its deferred income tax provision for the first and second quarters of 2018 to reflect a revision that favorably impacted net income (loss) for these periods.

During fiscal year 2017, the Company began a process to reorganize, and in some instances, eliminate legal entities associated with certain products introduced in 2015 and 2016. This reorganization is expected to provide tax benefits, as the Company can deduct losses on the investments in these entities in its U.S. income tax filings. After further review of these losses, the Company determined that a significant portion of these losses should have been reflected in its 2017 income tax provision calculations. The Company increased its net operating loss ("NOL") carry-forwards available to offset future U.S. federal taxable income from $157.6 million as of December 31, 2017, to $236.3 million. Additionally, NOL carry-forwards available to offset future state taxable income were increased from $128.6 million as of December 31, 2017, to $168.3 million. These changes in NOL carry-forwards did not impact the actual income tax provision recorded in 2017; however, due to the changes enacted in the 2017 Tax Cuts and Jobs Act, the manner in which net operating loss carry-forwards are handled did impact the Company's 2018 provision for non-cash deferred income taxes. The impact of this revision on the Company’s financial statements as originally filed for the three and six months ended June 30, 2018 is detailed in the table below:



	Three Months Ended June 30, 2018									Six Months Ended June 30, 2018
	Originally Filed			Adjustment			Revised			Originally Filed			Adjustment			Revised
	(in thousands, except share and per share data)
Loss before income taxes and equity earnings of unconsolidated subsidiaries	$	(344	)	$	—		$	(344	)	$	(4,788	)	$	—		$	(4,788	)
Income tax expense (benefit)	1,650			(2,596		)	(946		)	4,267			(7,156		)	(2,889		)
(Loss) income before equity earnings of unconsolidated subsidiaries	(1,994		)	$	2,596		$	602		(9,055		)	7,156			(1,899		)
Equity (income) loss of unconsolidated subsidiaries	(25		)	—			(25		)	2			—			2
Net income (loss)	$	(1,969	)	$	2,596		$	627		$	(9,057	)	$	7,156		$	(1,901	)
Comprehensive income (loss)
Foreign currency translation	(2,425		)	—			(2,425		)	(1,845		)	—			(1,845		)
Unrealized gain on cash flow hedge, net of tax	144			—			144			1,184			—			1,184
Total comprehensive income (loss)	$	(4,250	)	$	2,596		$	(1,654	)	$	(9,718	)	$	7,156		$	(2,562	)
Basic net income (loss) per share	$	(0.01	)	$	0.01		$	—		$	(0.06	)	$	0.05		$	(0.01	)
Diluted net income (loss) per share	$	(0.01	)	$	0.01		$	—		$	(0.06	)	$	0.05		$	(0.01	)
Weighted-average common shares used in computing net income (loss) per share
Basic	142,340,561			—			142,340,561			141,356,567			—			141,356,567
Diluted	142,340,561			2,361,441			144,702,002			141,356,567			—			141,356,567

The following table represents the impact of the revised deferred income tax provision on the impacted balance sheet accounts as of the date shown:



	June 30, 2018
	Originally Filed			Adjustment			Revised
	(in thousands)
Deferred tax liability	$	29,897		$	(7,156	)	$	22,741
Total liabilities	2,490,106			(7,156		)	2,482,950
Accumulated deficit	(797,175		)	7,156			(790,019		)
Total stockholders' equity	147,759			7,156			154,915
Total liabilities and stockholders' equity	2,637,865			—			2,637,865

The following table represents the impact of the revised deferred income tax provision on the impacted lines of the statement of cash flows for the period shown:



	Six Months Ended June 30, 2018
	Originally Filed			Adjustment			Revised
	(in thousands)
Net income (loss)	$	(9,057	)	$	7,156		$	(1,901	)
Deferred tax expense	2,672			(7,156		)	(4,484		)
Net cash provided by operating activities	82,252			—			82,252

Property and Equipment and Property, Plant and Equipment Obligations

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment and Property, Plant and Equipment Obligations

Property and Equipment and Property, Plant and Equipment Financing Obligations

Components of property and equipment consisted of the following:



	December 31, 2018			June 30, 2019
	(in thousands)
Land	$	790		$	790
Building	7,819			8,125
Software	102,259			100,124
Computers and office equipment	157,396			174,908
Furniture and fixtures	19,258			19,619
Leasehold improvements	20,215			21,228
Construction in process	12,314			13,394
Property and equipment—at cost	320,051			338,188
Less: accumulated depreciation	(227,776		)	(249,488		)
Property and equipment—net	$	92,275		$	88,700

Depreciation expense related to property and equipment for the three months ended June 30, 2018 and 2019 was $12.8 million and $10.9 million, respectively. Depreciation expense related to property and equipment for the six months ended June 30, 2018 and 2019 was $24.9 million and $22.1 million, respectively.

Financed equipment with a cost basis of $16.7 million was included in software as of June 30, 2019. The net carrying value of financed equipment as of June 30, 2019 was $7.6 million.

Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

The Company has operating leases for data centers, corporate offices, data center equipment, and office equipment. The Company's leases have remaining lease terms of 1 year to 8 years, some of which include options to extend.

The Company's lease expense for the three and six months ended June 30, 2019 was entirely comprised of operating leases and amounted to $7.3 million and $14.5 million, respectively. Operating lease payments, which reduced operating cash flows for the three and six months ended June 30, 2019, amounted to $7.2 million and $13.9 million, respectively.

Supplemental balance sheet information related to leases was as follows:



	June 30, 2019
	(in thousands)
Operating lease right-of-use assets	$	104,210

Operating lease liabilities—short-term	22,483
Operating lease liabilities—long-term	90,989
Total operating lease liabilities	$	113,472

As of June 30, 2019, the weighted-average remaining lease term was 5.55 years and the discount rate for the Company's leases was 6.76%.

Maturities for leases were as follows:



	Operating Leases
	(in thousands)
Remainder of 2019	$	14,519
2020	28,735
2021	22,244
2022	19,143
2023	17,677
Thereafter	34,523
Total lease payments	$	136,841
Less: imputed interest	23,369
Total	$	113,472

Fair Value Measurements

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following valuation hierarchy is used for disclosure of the valuation inputs 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, 2018, the Company’s financial assets required to be measured on a recurring basis consisted of the 2015 interest rate cap, the 2018 interest rate cap and certain cash equivalents, which included money market instruments and bank time deposits. As of June 30, 2019, the Company’s financial assets required to be measured on a recurring basis consist of the 2018 interest rate cap and certain cash equivalents, which include money market instruments and bank time deposits. The Company has classified the interest rate caps, which are discussed in Note 7, Derivatives and Hedging Activities below, within Level 2 of the fair value hierarchy. The Company has also classified these cash equivalents within Level 2 of the fair value hierarchy. The 2015 interest rate cap matured during the three months ended March 31, 2019.

Basis of Fair Value Measurements



	Balance		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Balance at December 31, 2018
Financial assets:
Cash equivalents (included in cash and cash equivalents)	$	7,874	$	—	$	7,874	$	—
Interest rate cap (included in other assets)	2,583		—		2,583		—
Total financial assets	$	10,457	$	—	$	10,457	$	—
Balance at June 30, 2019
Financial assets:
Cash equivalents (included in cash and cash equivalents)	$	8,122	$	—	$	8,122	$	—
Interest rate cap (included in other assets)	158		—		158		—
Total financial assets	$	8,280	$	—	$	8,280	$	—

The carrying amounts of the Company's other financial assets and liabilities including cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the relatively short period of time between their origination and their expected realization or settlement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivatives and Hedging Activities	6 Months Ended
Derivatives and Hedging Activities	Jun. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives and Hedging Activities	Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company is exposed to certain risks 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 may enter 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. Cash Flow Hedges of Interest Rate Risk The Company has entered into two three-year interest rate caps as part of its risk management strategy, of which the first one matured in the three months ended March 31, 2019. The interest rate caps, designated as cash flow hedges of interest rate risk, provide for the payment to the Company of variable amounts if interest rates rise above the strike rate on the contract in exchange for an upfront premium. Therefore, these derivatives limit the Company’s exposure if the interest rate rises, but also allow the Company to benefit when the interest rate falls. In December 2015, the Company entered into a three-year interest rate cap with $500.0 million notional value outstanding. This interest rate cap was effective beginning on February 29, 2016 and matured on February 27, 2019. The fair value of this interest rate contract included in other assets on the consolidated balance sheet as of June 30, 2019 was $0.0 million, and the Company recognized $0.0 million and $0.4 million, respectively, of interest expense in the Company’s consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2019. The Company recognized a $0.1 million loss in Accumulated Other Comprehensive Income ("AOCI") for the six months ended June 30, 2019. In June 2018, the Company entered into a three-year interest rate cap with $800.0 million notional value outstanding. This interest rate cap was effective beginning on August 28, 2018. The fair value of this interest rate contract included in other assets on the consolidated balance sheet as of June 30, 2019 was $0.2 million, and the Company recognized $0.4 million and $0.9 million, respectively, of interest expense in the Company’s consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2019. The Company recognized a $1.0 million loss, net of a tax benefit of $0.3 million, in AOCI for the six months ended June 30, 2019. The Company estimates that $1.8 million will be reclassified from AOCI to interest expense (as an increase to interest expense) in the next twelve months. The changes in the fair value of derivatives that qualify as cash flow hedges is recorded in AOCI, and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

The following table summarizes the changes in the Company’s goodwill balances from December 31, 2018 to June 30, 2019:



	Web Presence			Email Marketing		Domain		Total
	(in thousands)
Goodwill balance at December 31, 2018	$	1,214,902		$	604,305	$	29,858	$	1,849,065
Foreign translation impact	(116		)	—		—		(116		)
Goodwill balance at June 30, 2019	$	1,214,786		$	604,305	$	29,858	$	1,848,949

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.

At December 31, 2018, other intangible assets consisted of the following:



	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Useful Life
	(dollars in thousands)
Developed technology	$	284,266	$	180,914	$	103,352	7 years
Subscriber relationships	659,515		486,518		172,997		7 years
Trade names	134,048		84,617		49,431		8 years
Intellectual property	34,263		28,954		5,309		5 years
Domain names available for sale	30,981		9,554		21,427		Indefinite
Total December 31, 2018	$	1,143,073	$	790,557	$	352,516

At June 30, 2019, other intangible assets consisted of the following:



	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Useful Life
	(dollars in thousands)
Developed technology	$	284,246	$	197,267	$	86,979	7 years
Subscriber relationships	659,529		507,763		151,766		7 years
Trade names	134,048		89,425		44,623		8 years
Intellectual property	34,263		29,709		4,554		5 years
Domain names available for sale	18,047		13,778		4,269		Indefinite
Total June 30, 2019	$	1,130,133	$	837,942	$	292,191

During the six months ended June 30, 2018, there were no impairment charges of intangible assets. During the six months ended June 30, 2019, the Company recorded an impairment charge of $17.9 million relating to premium domain name intangible assets acquired in 2014, which was recorded in cost of revenue in the consolidated statement of operations and comprehensive loss. The impairment resulted from recent market conditions that have adversely impacted cash flows from these assets, and these market conditions are expected to continue.

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 consolidated statement of operations and comprehensive loss in the aggregate amounts of $26.0 million and $21.3 million for the three months ended June 30, 2018 and 2019, respectively. The Company’s amortization expense is included in cost of revenue in the consolidated statement of operations and comprehensive loss in the aggregate amounts of $51.7 million and $42.5 million for the six months ended June 30, 2018 and 2019, respectively.

Notes Payable

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Notes Payable

At December 31, 2018 and June 30, 2019, notes payable, net of original issue discounts and deferred financing costs, consisted of the following:



	At December 31, 2018		At June 30, 2019
	(in thousands)
Term Loan	$	1,470,085	$	1,423,989
Notes	331,576		332,943
Revolving credit facilities	—		—
Total notes payable	1,801,661		1,756,932
Current portion of notes payable	31,606		31,606
Notes payable - long term	$	1,770,055	$	1,725,326

First Lien Term Loan Facility

The First Lien Term Loan (the "Term Loan") was issued at par and automatically bears interest at an alternate base rate unless the Company gives notice to opt for the LIBOR-based interest rate. The LIBOR-based interest rate for the Term Loan is 3.75% per annum plus the greater of an adjusted LIBOR and 1.00%. The alternate base rate for the Term Loan is 2.75% per annum plus the greatest of the prime rate, the federal funds effective rate plus 0.50%, an adjusted LIBOR for a one-month interest period plus 1.00%, and 2.00%.

The Term Loan requires quarterly mandatory repayments of principal. During the six months ended June 30, 2019, the Company made two mandatory repayments of $7.9 million each and two voluntary repayments of $17.1 million each, for a total repayment of $50.0 million.

Interest is payable on maturity of the elected interest period for a term loan with a LIBOR-based interest rate, which interest period can be one, two, three or six months. Interest is payable at the end of each fiscal quarter for a term loan with an alternate base rate.

As of December 31, 2018 and June 30, 2019, the Term Loan had an outstanding balance of:



	At December 31, 2018			At June 30, 2019
	(in thousands)
Term Loan	$	1,505,002		$	1,455,002
Unamortized deferred financing costs	(18,556		)	(16,482		)
Unamortized original issue discount	(16,361		)	(14,531		)
Net Term Loan	1,470,085			1,423,989
Current portion of Term Loan	31,606			31,606
Term Loan - long term	$	1,438,479		$	1,392,383

Revolving Credit Facility

The Company has a revolving credit facility (the “Revolver”) which has an aggregate available amount of $165.0 million. As of December 31, 2018 and June 30, 2019, the Company did not have any balances outstanding under the Revolver and the full amount of the facility was unused and available.

The Revolver consists of a non-extended tranche of approximately $58.8 million and an extended tranche of approximately $106.2 million. The non-extended tranche has a maturity date of February 9, 2021. The extended tranche has a maturity date of June 20, 2023, with a "springing" maturity date of November 10, 2022 if the Term Loan has not been repaid in full or otherwise extended to September 19, 2023 or later prior to November 10, 2022.

The Company has the ability to draw down against the Revolver using a LIBOR-based interest rate or an alternate base rate. The LIBOR-based interest rate for a non-extended revolving loan is 4.00% per annum (subject to a leverage-based step-down) and for an extended revolving loan is 3.25% per annum (subject to a leverage-based step-down), in each case plus an adjusted LIBOR for a selected interest period. The alternate base rate for a non-extended revolving loan is 3.00% per annum (subject to a leverage-based step-down) and for an extended revolving loan is 2.25% per annum (subject to a leverage-based step-down), in each case plus the greatest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR or a one-month interest period plus 1.00%. There is also a non-refundable commitment fee, equal to 0.50% per annum (subject to a leverage-based step-down) of the average daily unused principal amount of the Revolver, which is payable in arrears on the last day of each fiscal quarter. Interest is payable on maturity of the elected interest period for a revolver loan with a LIBOR-based interest rate, which interest period can be one, two, three or six months. Interest is payable at the end of each fiscal quarter for a revolver loan with an alternate base rate.

Senior Notes

In connection with the acquisition of Constant Contact, Inc. ("Constant Contact") in February 2016, EIG Investors issued $350.0 million aggregate principal amount of senior notes (the "Senior Notes") with a maturity date of February 1, 2024. The Senior Notes were issued at a price of 98.065% of par and bear interest at the rate of 10.875% per annum. The Senior Notes have been fully and unconditionally guaranteed, on a senior unsecured basis, by Holdings and its subsidiaries that guarantee the Term Loan and the Revolver (including Constant Contact and certain of its subsidiaries). The Company has the right to redeem all or a part of the Senior Notes at any time for a premium which is based on the applicable redemption date. As of

December 31, 2018 and June 30, 2019, the Senior Notes had an outstanding balance of:



	At December 31, 2018			At June 30, 2019
	(in thousands)
Senior Notes	$	350,000		$	350,000
Unamortized deferred financing costs	(13,436		)	(12,437		)
Unamortized original issue discount	(4,988		)	(4,620		)
Net Senior Notes	331,576			332,943
Current portion of Senior Notes	—			—
Senior Notes - long term	$	331,576		$	332,943

Interest on the Senior Notes is payable twice a year, on August 1 and February 1.

Maturity of Notes Payable

The maturity of the notes payable at June 30, 2019 is as follows:



Amounts maturing in:	(in thousands)
Remainder of 2019	$	15,803
2020	31,606
2021	31,606
2022	31,606
2023	1,344,381
Thereafter	350,000
Total	$	1,805,002

Interest

The Company recorded $38.3 million and $37.0 million in interest expense for the three months ended June 30, 2018 and 2019, respectively, and $74.4 million and $74.3 million for the six months ended June 30, 2018 and 2019, respectively.

The following table provides a summary of interest rates and interest expense for the three and six months ended June 30, 2018 and 2019:



	Three Months Ended June 30, 2018			Three Months Ended June 30, 2019			Six Months Ended June 30, 2018			Six Months Ended June 30, 2019
	(percentage per annum)
Interest rate—LIBOR	5.96%-6.32%			6.18%-6.39%			5.46%-6.32%			6.18%-6.44%
Interest rate—reference	*			*			*			*
Interest rate—Senior Notes	10.875		%	10.875		%	10.875		%	10.875		%
Non-refundable fee—unused facility	0.50		%	0.50		%	0.50		%	0.50		%
	(dollars in thousands)
Interest expense and service fees	$	34,318		$	33,883		$	67,075		$	68,107
Loss on extinguishment of debt	331			—			331			—
Deferred financing fees immediately expensed	1,228			—			1,228			—
Amortization of deferred financing fees	1,092			1,776			2,986			3,509
Amortization of original issue discounts	1,068			1,111			2,126			2,198
Amortization of net present value of deferred consideration	123			59			251			120
Other interest expense	186			208			399			317
Total interest expense	$	38,346		$	37,037		$	74,396		$	74,251

* The Company did not have debt bearing interest based on the alternate base rate for the three and six months ended June 30, 2018 and 2019.

Debt Covenants

The Term Loan and Revolver (together, the "Senior Credit Facilities") require that the Company complies with a financial covenant to maintain a maximum ratio of consolidated senior secured net indebtedness to an adjusted consolidated EBITDA measure.

The Senior Credit Facilities also contain 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. These covenants are subject to a number of important limitations and exceptions.

Additionally, the Senior Credit Facilities require the Company 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.

With the exception of certain equity interests and other excluded assets under the terms of the Senior Credit Facilities, substantially all of the Company's assets are pledged as collateral for the obligations under the Senior Credit Facilities.

The indenture with respect to the Senior Notes 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. Upon a change of control as defined in the indenture, the Company must offer to repurchase the Senior 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 Senior Notes to be due and payable immediately.

The Company was in compliance with all covenants at June 30, 2019.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

2013 Stock Incentive Plan

The Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) of the Company became effective upon the closing of its initial public offering. The 2013 Plan 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 advisers of the Company. Under the 2013 Plan, the Company may issue up to 38,000,000 shares of the Company’s common stock. At June 30, 2019, there were 11,594,475 shares available for grant under the 2013 Plan.

2011 Stock Incentive Plan

As of February 9, 2016, the effective date of the acquisition of Constant Contact, the Company assumed and converted certain outstanding equity awards granted by Constant Contact under the Constant Contact 2011 Stock Incentive Plan (the “2011 Plan”) prior to the effective date of the acquisition (the “Assumed Awards”) into corresponding equity awards with respect to shares of the Company’s common stock. In addition, the Company assumed certain shares of Constant Contact common stock, par value $0.01 per share, available for issuance under the 2011 Plan (the “Available Shares”), which will be available for future issuance under the 2011 Plan in satisfaction of the vesting, exercise or other settlement of options and other equity awards that may be granted by the Company following the effective date of the acquisition of Constant Contact in reliance on the prior approval of the 2011 Plan by the stockholders of Constant Contact. The Assumed Awards were converted into 2,143,987 stock options and 2,202,846 restricted stock units with respect to the Company’s common stock and the Available Shares were converted into 10,000,000 shares of the Company’s common stock reserved for future awards under the 2011 Plan. At June 30, 2019, there were 8,630,774 shares available for grant under the 2011 Plan.

All Plans

The following table presents total stock-based compensation expense recorded in the consolidated statements of operations and comprehensive loss for all awards granted under the Company’s 2013 Plan and 2011 Plan:



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2019		2018		2019
	(in thousands)
Cost of revenue	$	852	$	967	$	2,395	$	1,882
Sales and marketing	1,434		1,827		2,531		3,581
Engineering and development	1,137		1,432		2,282		2,765
General and administrative	3,967		5,128		7,174		10,142
Total stock-based compensation expense	$	7,390	$	9,354	$	14,382	$	18,370

2013 Stock Incentive Plan

The following table provides a summary of the Company’s stock options as of June 30, 2019 and the stock option activity for all stock options granted under the 2013 Plan during the six months ended June 30, 2019:



	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(3) (in thousands)
Outstanding at December 31, 2018	7,322,293		$	11.62
Granted	1,215,789		$	7.99
Exercised	—		$	—
Forfeited	(25,441	)	$	7.94
Expired	(31,507	)	$	13.30
Outstanding at June 30, 2019	8,481,134		$	11.11	5.0	$	—
Exercisable at June 30, 2019	6,296,891		$	12.06	3.7	$	—
Expected to vest after June 30, 2019⁽¹⁾	2,184,243		$	8.35	8.8	$	—
Exercisable as of June 30, 2019 and expected to vest⁽²⁾	8,481,134		$	11.11	5.0	$	—


⁽¹⁾	This represents the number of unvested options outstanding as of June 30, 2019 that are expected to vest in the future.


⁽²⁾	This represents the number of vested options as of June 30, 2019 plus the number of unvested options outstanding as of June 30, 2019 that are expected to vest in the future.


⁽³⁾	The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of the Company’s common stock on June 30, 2019 of $4.80 per share, or the date of exercise, as appropriate, and the exercise price of the underlying options.

Restricted stock units granted under the 2013 Plan generally vest annually over a three-year period, unless otherwise determined by the Company’s board of directors. The following table provides a summary of the Company’s restricted stock unit activity for the 2013 Plan during the six months ended June 30, 2019:



	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Non-vested at December 31, 2018	5,203,259		$	7.69
Granted	4,452,603		$	7.90
Vested	(1,715,860	)	$	7.58
Canceled	(388,750	)	$	7.80
Non-vested at June 30, 2019	7,551,252		$	7.83

Restricted stock awards granted under the 2013 Plan generally vest annually over a four-year period, unless otherwise determined by the Company’s board of directors. The following table provides a summary of the Company’s restricted stock

award activity for the 2013 Plan during the six months ended June 30, 2019:



	Restricted Stock Awards		Weighted- Average Grant Date Fair Value
Non-vested at December 31, 2018	443,247		$	11.67
Granted	—		$	—
Vested	(214,058	)	$	12.58
Canceled	(11,995	)	$	11.32
Non-vested at June 30, 2019	217,194		$	10.79

2011 Stock Incentive Plan

The following table provides a summary of the Company’s stock options as of June 30, 2019 and the stock option activity for all stock options granted under the 2011 Plan during the six months ended June 30, 2019:



	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value(3) (in thousands)
Outstanding at December 31, 2018	715,104		$	9.00
Granted	—		$	—
Exercised	(3,810	)	$	5.68
Forfeited	(10,137	)	$	10.30
Expired	(60,519	)	$	10.27
Outstanding at June 30, 2019	640,638		$	8.88	2.9	$	27
Exercisable at June 30, 2019	563,403		$	8.80	2.7	$	27
Expected to vest after June 30, 2019⁽¹⁾	77,235		$	9.51	3.9	$	—
Exercisable as of June 30, 2019 and expected to vest⁽²⁾	640,638		$	8.88