8-K
false 0001237746 0001237746 2020-11-01 2020-11-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2020

 

 

Endurance International Group Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36131   46-3044956

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10 Corporate Drive, Suite 300

Burlington, MA

  01803
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 852-3200

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value   EIGI   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On November 2, 2020, Endurance International Group Holdings, Inc. (the “Company”) issued a press release announcing certain financial results and other information for the quarter ended September 30, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information reported under Item 2.02 in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 8.01.

Other Events.

On November 1, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Razorback Technology Intermediate Holdings, Inc., a Delaware corporation (the “Parent”), and Razorback Technology, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”). On November 2, 2020, the Company issued a press release announcing its entry into the Merger Agreement. The full text of the press release issued in connection with this announcement is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Important Additional Information Will Be Filed with the SEC

The Company plans to file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “proxy statement”) and mail the proxy statement to its stockholders. The Proxy Statement will contain important information about the Parent, the Company, the transaction and related matters. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that the Company files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s investor relations website at www.ir.endurance.com or by contacting the Company’s Investor Relations Department at ir@endurance.com.

The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 9, 2020. As of September 30, 2020, the Company’s directors and executive officers beneficially owned approximately 76,136,334 shares, or 52.8%, of the Company’s common stock. These documents are available free of charge as described above.

Safe Harbor for Forward-Looking Statements

This filing contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements, such as statements regarding the proposed transaction between the Parent and the Company, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about the Parent’s and the Company’s managements’ future expectations, beliefs, goals, plans or prospects. These statements are based on current expectations of future events, and these include statements using the words such as “will,” “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize,


actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock; the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of the Company, and the receipt of certain governmental and regulatory approvals; the failure of the purchaser to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in the Company’s employee retention as a result of the transaction; risks related to diverting management’s attention from the Company’s ongoing business operations, and the outcome of any legal proceedings that may be instituted against the Company or the purchaser related to the merger agreement or the transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2019 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other reports we file with the SEC. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contemplated in the forward-looking statements. Copies of these filings are available online at www.sec.gov and https://ir.endurance.com. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press release issued by Endurance International Group Holdings, Inc. on November 2, 2020
99.2    Press release issued by Endurance International Group Holdings, Inc. on November 2, 2020
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
Date: November 2, 2020      
   

/s/ Marc Montagner

    (Signature)
    Name:   Marc Montagner
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

 

LOGO

Endurance International Group Reports 2020 Third Quarter Results

 

   

GAAP revenue of $278.4 million

 

   

Net income of $6.7 million

 

   

Adjusted EBITDA of $78.7 million

 

   

Cash flow from operations of $54.6 million

 

   

Free cash flow of $42.6 million

 

   

Total subscribers on platform were approximately 4.965 million at September 30, 2020

BURLINGTON, MA (November 2, 2020) — Endurance International Group Holdings, Inc. (NASDAQ: EIGI), a leading provider of cloud-based platform solutions designed to help small and medium-sized businesses succeed online, today reported financial results for its third quarter ended September 30, 2020.

In light of Endurance’s announcement this morning of its agreement to be acquired by affiliates of Clearlake Capital Group L.P., the Company does not intend to hold a conference call on Thursday, November 5, 2020 to discuss third quarter 2020 financial results as previously announced.    

Third Quarter 2020 Financial Highlights

As previously disclosed, the Company completed the sale of SinglePlatform on December 5, 2019. For year over year comparative purposes, selected figures presented below do not adjust for the sale of SinglePlatform unless noted.

 

   

Revenue for the third quarter of 2020 was $278.4 million, an increase of 3 percent compared to revenue of $270.4 million in the third quarter of 2019, excluding SinglePlatform. Revenue in the third quarter of 2019 was $277.2 million, including the contribution of approximately $6.8 million from SinglePlatform.

 

   

Net income for the third quarter of 2020 was $6.7 million, or $0.05 per diluted share, compared to net income of $7.8 million, or $0.05 per diluted share, for the third quarter of 2019.

 

   

Adjusted EBITDA for the third quarter of 2020 was $78.7 million, a decrease of 1 percent compared to third quarter 2019 adjusted EBITDA of $79.6 million, excluding SinglePlatform. Adjusted EBITDA in the third quarter of 2019 was $80.6 million, including the contribution of approximately $1.1 million from SinglePlatform.

 

   

Cash flow from operations for the third quarter of 2020 was $54.6 million, an increase of 33 percent compared to $41.0 million for the third quarter of 2019.


   

Free cash flow, defined as cash flow from operations less capital expenditures and financed equipment obligations, for the third quarter of 2020 was $42.6 million, an increase of 53 percent compared to $27.8 million for the third quarter of 2019.

 

   

Under its previously announced authorization, during 2020, the Company repurchased 8,708,720 shares for a total of $14.4 million, at an average price per share of $1.66. The Company did not make any repurchases during the third quarter of 2020.

Third Quarter 2020 Operating Highlights

 

   

Total subscribers on platform at September 30, 2020 were approximately 4.965 million, compared to approximately 4.780 million subscribers at September 30, 2019 and approximately 4.766 million subscribers at December 31, 2019. See “Total Subscribers” below.

 

   

Average revenue per subscriber, or ARPS, for the third quarter of 2020 was $18.86, compared to $19.35 for the third quarter 2019 and $19.34 for the fourth quarter of 2019. See “Average Revenue Per Subscriber” below.

Adjusted EBITDA and free cash flow are non-GAAP financial measure. Please see “Non-GAAP Financial Measures” below.

About Endurance International Group

Endurance International Group Holdings, Inc. (NASDAQ:EIGI) helps millions of small businesses worldwide with products and technology to enhance their online web presence, email marketing, business solutions, and more. The Endurance family of brands includes: Constant Contact, Bluehost, HostGator and Domain.com, among others. Headquartered in Burlington, Massachusetts, Endurance employs approximately 3,800 people across the United States, Brazil, India and the Netherlands. For more information, visit: www.endurance.com.

Endurance International Group and the compass logo are trademarks of The Endurance International Group, Inc. Constant Contact, the Constant Contact logo and other brand names of Endurance International Group are trademarks of The Endurance International Group, Inc. or its subsidiaries.

Investor Contact:

Angela White

Endurance International Group

(781) 852-3450

ir@endurance.com

Press Contact:

Kristen Andrews

Endurance International Group

(781) 418-6716

press@endurance.com

 

2


Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, we use adjusted EBITDA and free cash flow, which are non-GAAP financial measures, to evaluate the operating and financial performance of our business, identify trends affecting our business, develop projections and make strategic business decisions. In this press release, we are also presenting the following additional non-GAAP financial measures for certain periods: revenue - excluding SinglePlatform and adjusted EBITDA - excluding SinglePlatform. A non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flow that excludes amounts that are included in the most directly comparable measure calculated and presented in accordance with GAAP or includes amounts that are excluded from the most directly comparable measure 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. In addition, there are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP and exclude expenses that may have a material impact on our reported financial results. For example, adjusted EBITDA excludes interest expense, which 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 from, or as a substitute for, the most directly comparable financial measures prepared in accordance with GAAP. We urge you to review the additional information about our non-GAAP measures shown below, including the reconciliations of these non-GAAP financial measures to their comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Revenue - excluding SinglePlatform is a non-GAAP financial measure that we calculate as revenue excluding revenue contributed by our SinglePlatform business, which we sold on December 5, 2019. We believe that this measure helps investors evaluate and compare our past performance excluding the impact of a non-core business that we have sold.

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net (loss) income, excluding the impact of interest expense (net), income tax expense (benefit), depreciation, amortization of other intangible assets, stock-based compensation, restructuring expenses, transaction expenses and charges, gain on sale of business, (gain) loss of unconsolidated entities, impairment of goodwill and other long-lived assets, and shareholder litigation reserve. We view adjusted EBITDA as a performance measure and believe it helps investors evaluate and compare our core operating performance from period to period.

Adjusted EBITDA - excluding SinglePlatform is a non-GAAP financial measure that we calculate as adjusted EBITDA less adjusted EBITDA contributed by our SinglePlatform business, which we sold on December 5, 2019. Adjusted EBITDA contributed by our SinglePlatform business excludes the impact of corporate costs that we had allocated to SinglePlatform. We believe that this measure helps investors evaluate and compare our past performance excluding the impact of a non-core business that we have sold.

Free Cash Flow, or FCF, is a non-GAAP financial measure that we calculate as cash flow from operations less capital expenditures and financed equipment. 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 (including financed equipment).

Key Operating Metrics

Total Subscribers - We define total subscribers as the approximate number of subscribers 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. Subscribers of more than one brand, and subscribers with more than one distinct billing relationship or subscription with us, 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. In the third quarter of 2020, no such adjustments were made.

Average Revenue Per Subscriber (ARPS) - We calculate ARPS 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, divided by the number of months in the period. See definition of “Total Subscribers” above. 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.

 

3


Endurance International Group Holdings, Inc.

Consolidated Balance Sheets (in thousands, except share and per share amounts)

 

     December 31, 2019     September 30, 2020  
           (unaudited)  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 111,265   $ 167,315

Restricted cash

     1,732     1,422

Accounts receivable

     10,224     9,823

Prepaid domain name registry fees

     55,237     58,377

Prepaid commissions

     38,435     42,042

Prepaid and refundable taxes

     6,810     5,175

Prepaid expenses and other current assets

     23,883     22,748
  

 

 

   

 

 

 

Total current assets

     247,586     306,902

Property and equipment—net

     85,925     88,349

Operating lease right-of-use assets

     90,519     83,224

Goodwill

     1,835,310     1,852,780

Other intangible assets—net

     245,002     207,579

Deferred financing costs—net

     1,778     1,119

Investments

     15,000     15,000

Prepaid domain name registry fees, net of current portion

     11,107     12,808

Prepaid commissions, net of current portion

     48,780     60,864

Deferred tax asset

     64     232

Other assets

     3,015     2,923
  

 

 

   

 

 

 

Total assets

   $ 2,584,086   $ 2,631,780
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 10,054   $ 13,670

Accrued expenses

     64,560     72,534

Accrued taxes

     251     461

Accrued interest

     23,434     12,360

Deferred revenue

     369,475     388,500

Operating lease liabilities—short term

     21,193     18,090

Current portion of notes payable

     31,606     31,606

Current portion of financed equipment

     790     2,447

Deferred consideration—short term

     2,201     7,790

Other current liabilities

     2,165     2,846
  

 

 

   

 

 

 

Total current liabilities

     525,729     550,304

Long-term deferred revenue

     99,652     105,418

Operating lease liabilities—long term

     78,151     74,461

Notes payable—long term, net of original issue discounts of $16,859 and $13,101 and deferred financing costs of $25,690 and $20,210, respectively

     1,649,867     1,623,171

Financed equipment—long term

     —         202

Deferred tax liability

     27,097     34,864

Deferred consideration—long term

     —         7,087

Other liabilities

     6,636     13,552
  

 

 

   

 

 

 

Total liabilities

     2,387,132     2,409,059
  

 

 

   

 

 

 

Stockholders’ equity:

    

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; 146,259,868 and 147,570,072 shares issued at December 31, 2019 and September 30, 2020, respectively; 146,259,868 and 141,507,297 outstanding at December 31, 2019 and September 30, 2020, respectively

     15     16

Additional paid-in capital

     996,958     1,021,621

Treasury stock, at cost, 0 and 6,062,775 shares at December 31, 2019 and September 30, 2020, respectively

     —         (10,048

Accumulated other comprehensive loss

     (4,088     (1,965

Accumulated deficit

     (795,931     (786,903
  

 

 

   

 

 

 

Total stockholders’ equity

     196,954     222,721
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,584,086   $ 2,631,780
  

 

 

   

 

 

 

 

4


Endurance International Group Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited)

(in thousands, except share and per share amounts)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2019     2020     2019     2020  

Revenue

   $ 277,193   $ 278,426   $ 836,080   $ 824,607

Cost of revenue (including impairment of $0 and $17,892 for the three and nine months ended September 30, 2019, respectively)

     120,755     116,662     384,196     345,991
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     156,438     161,764     451,884     478,616
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expense:

        

Sales and marketing

     59,143     63,651     191,221     193,904

Engineering and development

     28,257     28,425     77,299     79,958

General and administrative

     30,309     31,160     92,826     90,937

Gain on sale of intangible assets

     —         —         —         (2,365

Transaction expenses

     —         461     —         461
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expense

     117,709     123,697     361,346     362,895
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     38,729     38,067     90,538     115,721
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Interest income

     305     153     910     485

Interest expense

     (36,057     (29,959     (110,308     (93,879
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense—net

     (35,752     (29,806     (109,398     (93,394
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     2,977     8,261     (18,860     22,327

Income tax (benefit) expense

     (4,839     1,587     3,040     13,299
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 7,816   $ 6,674     (21,900     9,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss):

        

Foreign currency translation adjustments

     (1,001     1,245     (1,054     1,122

Unrealized gain (loss) on cash flow hedge, net of tax benefit (expense) of $(70) and $200 for the three and nine months ended September 30, 2019, respectively, and $(92) and $(323) for the three and nine months ended September 30, 2020, respectively

     240     286     (611     1,001
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss)

   $ 7,055   $ 8,205   $ (23,565   $ 11,151
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income (loss) per share

   $ 0.05   $ 0.05   $ (0.15   $ 0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net income (loss) per share

   $ 0.05   $ 0.05   $ (0.15   $ 0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares used in computing net income (loss) per share:

        
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic

     145,951,755     141,680,469     144,932,834     143,552,324
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     146,301,595     147,178,734     144,932,834     147,334,403
  

 

 

   

 

 

   

 

 

   

 

 

 

 

5


Endurance International Group Holdings, Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2019     2020     2019     2020  

Cash flows from operating activities:

        

Net income (loss)

   $ 7,816   $ 6,674   $ (21,900   $ 9,028

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

        

Depreciation of property and equipment

     11,280     12,824     33,385     38,266

Amortization of other intangible assets

     21,668     17,813     64,137     52,406

Impairment of long-lived assets

     —         —         17,892     —    

Amortization of deferred financing costs

     1,822     1,978     5,331     5,770

Amortization of net present value of deferred consideration

     23     331     143     376

Amortization of original issue discounts

     1,138     1,255     3,336     3,622

Stock-based compensation

     9,143     9,547     27,513     28,978

Deferred tax expense

     (685     1,012     1,942     6,467

Loss on sale of assets

     (8     —         128     —    

Gain on sale of intangible assets

     —         —         —         (2,365

Loss on early extinguishment of debt

     —         —         —         83

Changes in operating assets and liabilities, net of acquisitions:

        

Accounts receivable

     827     1,743     34     893

Prepaid and refundable taxes

     (6,633     108     (5,908     1,620

Prepaid expenses and other current assets

     2,780     (1,979     5,108     (20,069

Leases right-of-use asset, net

     (258     201     395     519

Accounts payable and accrued expenses

     (8,357     (3,858     (23,492     4,416

Deferred revenue

     395     6,920     7,636     27,222
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     40,951     54,569     115,680     157,232
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

        

Businesses acquired in purchase transactions, net of cash acquired

     (8,875     (16,998     (8,875     (16,998

Purchases of property and equipment

     (10,632     (10,264     (26,796     (30,273

Proceeds from sale of assets

     1     —         1     —    

Proceeds from sale of intangible assets

     —         —         —         2,705
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (19,506     (27,262     (35,670     (44,566
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

        

Repayments of term loans

     (25,000     (7,902     (75,000     (23,705

Repayments of senior notes

     —         —         —         (11,807

Purchase of treasury stock

     —         —         —         (14,428

Principal payments on financed equipment

     (2,471     (1,749     (6,332     (4,723

Payment of deferred consideration

     —         —         (2,500     (1,500

Proceeds from exercise of stock options

     4     53     26     66
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (27,467     (9,598     (83,806     (56,097
  

 

 

   

 

 

   

 

 

   

 

 

 

Net effect of exchange rate on cash and cash equivalents and restricted cash

     (331     203     (483     (829
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents and restricted cash

     (6,353     17,912     (4,279     55,740

Cash and cash equivalents and restricted cash:

        

Beginning of period

     92,650     150,825     90,576     112,997
  

 

 

   

 

 

   

 

 

   

 

 

 

End of period

   $ 86,297   $ 168,737   $ 86,297   $ 168,737
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental cash flow information:

        

Interest paid

   $ 42,533   $ 35,169   $ 110,886   $ 93,773

Income taxes paid

   $ 991   $ 1,091   $ 1,715   $ 4,296

Assets acquired under equipment financing

   $ —     $ —     $ —     $ 7,704

 

6


GAAP to Non-GAAP Reconciliation - Adjusted EBITDA

The following table presents a reconciliation of net (loss) income calculated in accordance with GAAP to adjusted EBITDA (all data in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2019      2020      2019      2020  

Net income (loss)

   $ 7,816    $ 6,674    $ (21,900    $ 9,028

Interest expense, net(1)

     35,752      29,806      109,398      93,394

Income tax (benefit) expense

     (4,839      1,587      3,040      13,299

Depreciation

     11,280      12,824      33,385      38,266

Amortization of other intangible assets

     21,668      17,813      64,137      52,406

Stock-based compensation

     9,143      9,547      27,513      28,978

Restructuring expenses

     (193      33      2,005      1,749

Gain on sale of intangible assets

     —          —          —          (2,365

Gain on sale of business

     —          —          —          —    

Transaction expenses and charges

     —          461      —          461

Impairment of goodwill and other long-lived assets

     —          —          17,892      —    

Shareholder litigation reserve

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 80,627    $ 78,745    $ 235,470    $ 235,216
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Interest expense includes impact of amortization of deferred financing costs, original issuance discounts and interest income.

GAAP to Non-GAAP Reconciliation – Free Cash Flow

The following table reflects the reconciliation of cash flow from operations to free cash flow (“FCF”) (all data in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2019      2020      2019      2020  

Cash flows from operations

   $ 40,951    $ 54,569    $ 115,680    $ 157,232

Less:

           

Capital expenditures and financed equipment obligations(1)

     (13,103      (12,013      (33,128      (34,996
  

 

 

    

 

 

    

 

 

    

 

 

 

Free cash flow

   $ 27,848    $ 42,556    $ 82,552    $ 122,236
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Capital expenditures during the three months ended September 30, 2019 and 2020 includes $2.5 million and $1.7 million, respectively, of principal payments under a three year agreement for equipment financing. Capital expenditures during the nine months ended September 30, 2019 and 2020 includes $6.3 million and $4.7 million, respectively, of principal payments under a three year agreement for equipment financing. The remaining balance on the equipment financing is $2.6 million as of September 30, 2020.

 

7


Average Revenue Per Subscriber - Calculation and Segment Detail

We report our financial results in two segments - web presence and digital marketing.

 

   

Web presence. The web presence segment consists of our web hosting brands, including Bluehost and HostGator, as well as our domain-focused brands such as Domain.com, ResellerClub and LogicBoxes. This segment includes web hosting, website security, website design tools and services, e-commerce products, domain names and domain privacy. It also includes the sale of domain management services to resellers and end users, as well as premium domain names, and generates advertising revenue from domain name parking. The results presented below for the web presence segment include the former domain segment, which was consolidated into the web presence segment beginning with the first quarter of 2020.

 

   

Digital marketing. The digital marketing segment consists of Constant Contact email marketing tools and related products. This segment also generates revenue from sales of our Constant Contact-branded website builder tool, our Ecomdash inventory management and marketplace listing solution, and our Retention Science solution. For most of 2019, the digital marketing segment also included the SinglePlatform digital storefront business, which was sold on December 5, 2019.

The following table presents the calculation of ARPS, on a consolidated basis and by segment (all data in thousands, except ARPS data):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2019      2020      2019      2020  

Consolidated revenue

   $ 277,193    $ 278,426    $ 836,080    $ 824,607

Consolidated total subscribers

     4,780      4,965      4,780      4,965

Consolidated average subscribers for the period

     4,774      4,921      4,791      4,865

Consolidated ARPS

   $ 19.35    $ 18.86    $ 19.39    $ 18.83

Web presence revenue

   $ 174,428    $ 178,064    $ 528,096    $ 528,714

Web presence subscribers

     4,289      4,493      4,289      4,493

Web presence average subscribers for the period

     4,283      4,449      4,298      4,395

Web presence ARPS

   $ 13.57    $ 13.34    $ 13.65    $ 13.37

Digital marketing revenue

   $ 102,765    $ 100,362    $ 307,984    $ 295,893

Digital marketing subscribers

     491      472      491      472

Digital marketing average subscribers for the period

     491      472      493      470

Digital marketing ARPS

   $ 69.79    $ 70.81    $ 69.40    $ 69.91

 

8


The following table presents revenue, gross profit, and a reconciliation by segment of net (loss) income calculated in accordance with GAAP to adjusted EBITDA (all data in thousands):

 

     Three Months Ended September 30, 2019  
     Web presence      Digital
marketing
     Total  

Revenue

   $ 174,428    $ 102,765    $ 277,193

Gross profit

   $ 82,675    $ 73,763    $ 156,438

Net (loss) income

   $ (4,730    $ 12,546    $ 7,816

Interest expense, net(1)

     17,153      18,599      35,752

Income tax (benefit) expense

     (3,044      (1,795      (4,839

Depreciation

     9,166      2,114      11,280

Amortization of other intangible assets

     10,115      11,553      21,668

Stock-based compensation

     5,842      3,301      9,143

Restructuring expenses

     (36      (157      (193

Gain on sale of intangible assets

     —          —          —    

Gain on sale of business

     —          —          —    

Transaction expenses and charges

     —          —          —    

Impairment of goodwill and other long-lived assets

     —          —          —    

Shareholder litigation reserve

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 34,466    $ 46,161    $ 80,627
  

 

 

    

 

 

    

 

 

 

 

     Three Months Ended September 30, 2020  
     Web presence      Digital
marketing
     Total  

Revenue

   $ 178,064    $ 100,362    $ 278,426

Gross profit

   $ 88,788    $ 72,976    $ 161,764

Net (loss) income

   $ (27    $ 6,701    $ 6,674

Interest expense, net(1)

     13,952      15,854      29,806

Income tax (benefit) expense

     1,015      572      1,587

Depreciation

     10,312      2,512      12,824

Amortization of other intangible assets

     7,653      10,160      17,813

Stock-based compensation

     6,006      3,541      9,547

Restructuring expenses

     —          33      33

Gain on sale of intangible assets

     —          —          —    

Gain on sale of business

     —          —          —    

Transaction expenses and charges

     —          461      461

Impairment of goodwill and other long-lived assets

     —          —          —    

Shareholder litigation reserve

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 38,911    $ 39,834    $ 78,745
  

 

 

    

 

 

    

 

 

 

 

(1)

Interest expense includes impact of amortization of deferred financing costs, original issuance discounts and interest income.

*

Excluding SinglePlatform, which contributed approximately $1.1 million in adjusted EBITDA (excluding the impact of corporate cost allocations) in the three months ended September 30, 2019, adjusted EBITDA would have been approximately $79.6 million.

 

9


     Nine Months Ended September 30, 2019  
     Web presence      Digital
marketing
     Total  

Revenue

   $ 528,096    $ 307,984    $ 836,080

Gross profit

   $ 230,485    $ 221,399    $ 451,884

Net (loss) income

   $ (44,548    $ 22,648    $ (21,900

Interest expense, net(1)

     54,295      55,103      109,398

Income tax expense

     1,938      1,102      3,040

Depreciation

     26,718      6,667      33,385

Amortization of other intangible assets

     29,893      34,244      64,137

Stock-based compensation

     17,907      9,606      27,513

Restructuring expenses

     785      1,220      2,005

Gain on sale of intangible assets

     —          —          —    

Gain on sale of business

     —          —          —    

Transaction expenses and charges

     —          —          —    

Impairment of goodwill and other long-lived assets

     17,892      —          17,892

Shareholder litigation reserve

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 104,880    $ 130,590    $ 235,470
  

 

 

    

 

 

    

 

 

 

 

     Nine Months Ended September 30, 2020  
     Web presence      Digital
marketing
     Total  

Revenue

   $ 528,714    $ 295,893    $ 824,607

Gross profit

   $ 261,524    $ 217,092    $ 478,616

Net (loss) income

   $ (9,277    $ 18,305    $ 9,028

Interest expense, net(1)

     44,422      48,972      93,394

Income tax expense

     8,551      4,748      13,299

Depreciation

     31,099      7,167      38,266

Amortization of other intangible assets

     22,804      29,602      52,406

Stock-based compensation

     18,916      10,062      28,978

Restructuring expenses

     1,032      717      1,749

Gain on sale of intangible assets

     (2,365      —          (2,365

Gain on sale of business

     —          —          —    

Transaction expenses and charges

     —          461      461

Impairment of goodwill and other long-lived assets

     —          —          —    

Shareholder litigation reserve

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 115,182    $ 120,034    $ 235,216
  

 

 

    

 

 

    

 

 

 

 

(1)

Interest expense includes impact of amortization of deferred financing costs, original issuance discounts and interest income.

*

Excluding SinglePlatform, which contributed approximately $3.7 million in adjusted EBITDA (excluding the impact of corporate cost allocations) in the nine months ended September 30, 2019, adjusted EBITDA would have been approximately $231.8 million.

 

10

EX-99.2

Exhibit 99.2

 

LOGO

Endurance International Group Announces Agreement to be Acquired by Clearlake Capital Group L.P. for $9.50 per Share

BURLINGTON, Mass., November 2, 2020 — Endurance International Group Holdings, Inc. (“Endurance” or the “Company”) (Nasdaq:EIGI), a leading provider of cloud-based platform solutions designed to help small and medium-sized businesses succeed online, announced today that it has entered into a definitive merger agreement to be acquired by affiliates of Clearlake Capital Group L.P. (“Clearlake”) in an all cash transaction valued at approximately $3.0 billion including outstanding indebtedness.

Under the terms of the definitive agreement, which has been unanimously approved by the members of the Endurance Board of Directors, affiliates of Clearlake will acquire all of the outstanding common shares of Endurance for $9.50 per share in cash. The purchase price represents a 79% premium over Endurance’s unaffected share price of $5.30 as of September 25, 2020, the last trading day prior to media speculation about a potential transaction, and a 64% premium to its closing share price on October 30, 2020 of $5.81.

A special meeting of Endurance shareholders will be held promptly following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). Certain affiliates of Warburg Pincus and Goldman Sachs Private Equity Partners have entered into a voting agreement committing them to, among other things, vote approximately 36% of the outstanding shares of Endurance common stock in favor of adopting the acquisition agreement.

“We are pleased with this agreement which recognizes the value of our multi-brand scale platform. We are proud to serve approximately 5 million customers worldwide as a provider of solutions that help small and medium businesses succeed online and enhance the value of their customer relationships,” said Jeff Fox, President and Chief Executive Officer of Endurance.

“The Endurance family of brands has built a leading position in the large and growing cloud hosting, domain, and digital marketing software space. We look forward to partnering with this talented team and supporting its long-term strategic plan to drive growth through its focus on customer value. We are excited to leverage Clearlake’s O.P.S.® framework to help the Company fuel growth both organically and through acquisitions,” said Behdad Eghbali, Co-Founder and Managing Partner, and James Pade, Partner, at Clearlake.

 

1


The proposed transaction is expected to close in the first quarter of 2021 and is subject to approval by Endurance shareholders, along with the satisfaction of customary closing conditions (including antitrust regulatory clearance). Clearlake will finance the transaction with a combination of committed equity financing from the Clearlake funds and has secured committed debt financing for the proposed transaction, which is not subject to any financing condition. Upon completion of the acquisition, Endurance will become a wholly owned affiliate of Clearlake.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see Endurance’s Current Report on Form 8-K, which will be filed in connection with this transaction.

Given today’s announcement, Endurance is releasing its third quarter 2020 financial results concurrent with this announcement. The Company does not intend to hold a conference call on Thursday, November 5, 2020 to discuss earnings as previously announced.

Centerview Partners and Goldman Sachs are acting as co-financial advisors and WilmerHale as corporate counsel to Endurance.

J.P. Morgan, BofA Securities, Deutsche Bank Securities, and UBS Investment Bank provided committed debt financing, and alongside Rothschild & Co and Lazard acted as financial advisors to Clearlake. Sidley Austin LLP is serving as corporate/M&A counsel and Kirkland & Ellis LLP as financing counsel to Clearlake.

About Endurance International Group

Endurance International Group Holdings, Inc. (NASDAQ:EIGI) helps millions of small businesses worldwide with products and technology to enhance their online web presence, email marketing, business solutions, and more. The Endurance family of brands includes: Constant Contact, Bluehost, HostGator, and Domain.com, among others. Headquartered in Burlington, Massachusetts, Endurance employs over 3,800 people across the United States, Brazil, India and the Netherlands. For more information, visit: www.endurance.com.

Endurance International Group and the compass logo are trademarks of The Endurance International Group, Inc. Constant Contact, the Constant Contact logo and other brand names of Endurance International Group are trademarks of The Endurance International Group, Inc. or its subsidiaries.

 

2


About Clearlake Capital Group

Clearlake Capital Group, L.P. is a leading investment firm founded in 2006 operating integrated businesses across private equity, credit and other related strategies. With a sector-focused approach, the firm seeks to partner with world-class management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational improvement approach, O.P.S.® The firm’s core target sectors are technology, industrials and consumer. Clearlake currently has approximately $25 billion of assets under management and its senior investment principals have led or co-led over 200 investments. The firm has offices in Santa Monica and Dallas. More information is available at www.clearlake.com and on Twitter @ClearlakeCap.

Forward Looking Statements

This press release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements, such as statements regarding the proposed transaction between Clearlake and Endurance, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Clearlake and Endurance managements’ future expectations, beliefs, goals, plans or prospects. These statements are based on current expectations of future events, and these include statements using the words such as “will,” “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of Endurance. Risks and uncertainties include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect Endurance’s business and the price of its common stock; the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Endurance, and the receipt of certain governmental and regulatory approvals; the failure of the purchaser to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on Endurance’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of Endurance and potential difficulties in Endurance employee retention as a result of the transaction; risks related to diverting management’s attention from Endurance’s ongoing business operations, and the outcome of any legal proceedings that may be instituted against Endurance or the purchaser related to the merger agreement or the transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that

 

3


affect the businesses of Endurance described in the “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2019 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other reports we file with the SEC. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contemplated in the forward-looking statements. Copies of these filings are available online at www.sec.gov and https://ir.endurance.com. Endurance assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Endurance does not give any assurance that it will achieve its expectations.

Important Information for Investors

In connection with the proposed transaction, Endurance intends to file with the SEC a proxy statement (the “proxy statement”) and mail the proxy statement to its stockholders. The Proxy Statement will contain important information about Clearlake, Endurance, the transaction and related matters. INVESTORS AND SECURITY HOLDERS OF ENDURANCE ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENDURANCE INTERNATIONAL GROUP, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that Endurance files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Endurance International Group will be available free of charge on Endurance’s investor relations website at www.ir.endurance.com or by contacting Endurance’s Investor Relations Department at ir@endurance.com.

Participants in the Solicitation

Endurance and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Endurance in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding Endurance’s directors and executive officers is also included in Endurance’s proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 9, 2020. As of September 30, 2020, Endurance’s directors and executive officers beneficially owned approximately 76,136,334 shares, or 52.8%, of Endurance’s common stock. These documents are available free of charge as described above.

 

4


No Offer or Solicitation

This communication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Clearlake Media Contact:

Jennifer Hurson

Lambert & Co.

(845) 507-0571

jhurson@lambert.com

Endurance Investor Contact:

Angela White

Endurance International Group

(781) 852-3450

ir@endurance.com

Endurance Press Contact:

Kristen Andrews

Endurance International Group

(781) 418-6716

press@endurance.com

 

5