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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-5769934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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14455 N. Hayden Road
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Scottsdale, Arizona 85260
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(Address of principal executive offices, including zip code)
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(480) 505-8800
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001 per share
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
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our ability to continue to add new customers and increase sales to our existing customers;
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our ability to develop new solutions and bring them to market in a timely manner;
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our ability to timely and effectively scale and adapt our existing solutions;
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our dependence on establishing and maintaining a strong brand;
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the occurrence of service interruptions and security or privacy breaches;
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system failures or capacity constraints;
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the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;
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our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including changes in technology and development, marketing and advertising, general and administrative and Customer Care expenses, and our ability to achieve and maintain, future profitability;
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our ability to continue efficiently acquiring customers, maintaining our high customer retention rates and maintaining the level of our customers’ lifetime spend;
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our ability to provide high quality Customer Care;
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the effects of increased competition in our markets and our ability to compete effectively;
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our ability to expand internationally;
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the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;
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our ability to effectively manage our growth and associated investments;
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our ability to integrate recent or potential future acquisitions;
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our ability to maintain our relationships with our partners;
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adverse consequences of our substantial level of indebtedness;
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our ability to maintain, protect and enhance our intellectual property;
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our ability to maintain or improve our market share;
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sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;
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beliefs and objectives for future operations;
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our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States and internationally;
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economic and industry trends or trend analysis;
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the attraction and retention of qualified employees and key personnel;
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the amount and timing of any payments we make under tax receivable agreements (TRAs) or for tax distributions;
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We are the global market leader in domain name registration—a key on-ramp to establishing a business online in our connected economy—with approximately
62 million
domains under management as of
December 31, 2015
. According to VeriSign’s Domain Name Industry Brief, we had
20%
of the world’s domains registered as of
September 30, 2015
.
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As of
December 31, 2015
, we had
13.8 million
customers and added
1.1 million
customers in
2015
.
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As of
December 31, 2015
, we had more than
700,000
customers who each spent more than
$500
a year.
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In each of the five years ended
December 31, 2015
, our customer retention rate exceeded
85%
and our retention rate for customers who had been with us for over three years was approximately
90%
.
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•
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In
2015
, we generated
$1.9 billion
in total bookings, up
14.3%
(or approximately
17.5%
on a constant currency basis) from
$1.7 billion
in
2014
. In
2015
, we had
$1.6 billion
of revenue, up
15.9%
(or approximately
17.3%
on a constant currency basis) from
$1.4 billion
in
2014
.
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As of
December 31, 2015
, we provided localized solutions in
37
countries,
44
currencies and
17
languages. For the year ended
December 31, 2015
,
26%
of our total bookings were attributable to customers outside of the United States.
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Our highly-rated Customer Care team of more than
3,800
specialists is focused on providing high-quality, personalized care. As a result of their ongoing dialogue with customers, our Customer Care team also drives bookings and in
2015
generated approximately
24%
of our total bookings.
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Our net loss was
$120.4 million
and
$146.1 million
in
2015
and
2014
, respectively. We generated
$337.4 million
of adjusted EBITDA in
2015
, up from
$271.5 million
in
2014
.
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Getting online and looking great
. Our customers want to find a name perfectly identifying their business, hobby or passion. Once they have a name, they want to create a digital identity so their customers can find, engage and transact with them online. We believe a complete digital identity includes an elegant, mobile-enabled website and the ability to get found across various search engines, social media platforms and vertical marketplaces.
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Growing their business and running their operations
. Our customers need to communicate with their existing customers and find new customers. They also need tools to help them run their businesses, from productivity and marketing tools to getting paid and balancing their books. In today’s online world, these activities are increasingly linked to a customer’s online presence.
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Easy to use products with help from a real person when needed
. Our customers want easy-to-use products and sometimes they need help from real people to set up their website, launch a new feature or try something new. We build products that are intuitive for beginners to use, yet robust and feature-rich to address the needs of expert designers and power-users. We also provide high quality, consultative Customer Care and advise our customers as needed.
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Technology that grows with them
. Our customers need a simple platform and set of tools enabling their domain, website and other solutions to easily work together as their business grows and becomes more complex, and they need that platform to be simple to manage. The right platform can meet the needs of both an entrepreneur who is not technologically savvy and a Web Pro with a more complex set of requirements.
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Reliability, security and performance
. Our customers expect reliable products and want to be confident their digital presence is secure. Our customers work on their businesses whenever and however they can and need solutions fitting their lifestyle and schedule.
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Affordable solutions
. Our customers often have limited financial resources and are unable to make large, upfront investments in the latest technology. Our customers need affordable solutions leveling the playing field and giving them the tools to look and act like bigger businesses.
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Get a great domain name
. Every great idea needs a great name. Staking a claim with a domain name has become the de facto first step in establishing an idea and presence online. When inspiration strikes, we are there to provide our customers with high-quality search, discovery and recommendation tools as well as the broadest selection of domains to help them find the right name for their venture.
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Turn their domain into a dynamic online presence
. Our products enable anyone to build an elegant website or online store, for both desktop and mobile, regardless of technical skill. Our products, powered by a unified cloud
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Add back-office and marketing products
. Our customers want to spend their time on what matters most to them, selling their products or services or helping their customers do the same. We provide them with productivity tools such as domain-specific email, online storage, invoicing and payment solutions to help run their ventures as well as robust marketing products, such as email marketing, to attract and retain customers.
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Use our products together in a solution that grows with our customers over time
. Our API-driven technology platform is built on state-of-the-art, open source technologies like Hadoop, OpenStack and other large-scale, distributed systems. Simply put, we believe our products work well together and are more valuable and easier to use together than if our customers purchased these products individually from other companies and tried to integrate them. Additionally, our platform allows our developers to innovate new and enhanced products or product features assembled from common building blocks leading to faster deployment cycles.
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Receive assistance from our highly-rated Customer Care team
. Our Customer Care team consists of more than
3,800
specialists who are available 24/7/365 and are capable of providing care to customers with different levels of technical sophistication. Our specialists are evaluated on customer outcomes and the quality of the experience they provide, not other common measures like handle time and cost per call. We strive to provide high-quality, personalized care and deliver a distinctive experience helping us create loyal customers who renew their subscriptions, purchase additional products and refer their family and friends to us.
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Utilize a reliable, secure, global technology platform and infrastructure
. In
2015
, we handled on average more than
15.2 billion
DNS queries per day and hosted approximately
10 million
websites on servers located throughout our worldwide data centers. We focus on online security, customer privacy and reliable infrastructure to address the evolving needs of our customers.
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Receive high value
. We price most of our products at a few dollars per month while providing our customers with robust features and functionality. We believe our high-quality products and personalized Customer Care provide our customers with an affordable bridge between their available resources and their aspirations.
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We are the leading domain name marketplace, a key on-ramp in establishing a digital identity
. We are the global market leader in domain name registration. According to VeriSign’s Domain Name Industry Brief, we held over
20%
of the more than
299 million
worldwide domain names under management as of September 30, 2015. As of
December 31, 2015
, we had approximately
62 million
domains under management.
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We combine an integrated cloud-technology platform with rich data science
. At our core, we are a product and technology company. As of
December 31, 2015
, we had
811
engineers,
164
issued patents and
211
pending patent applications in the United States. Our investment in technology and development and our data science capabilities enable us to innovate and deliver a personalized experience to our customers.
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We operate an industry-leading Customer Care team that also drives bookings
. We give our customers much more than typical customer support. Our team is unique, blending personalized Customer Care with the ability to evaluate our customers’ needs, which allows us to help and advise them as well as drive incremental bookings for our business. Our Customer Care team contributed approximately
24%
of our total bookings in
2015
. Our customers respond to our personalized approach with high marks for customer satisfaction. Our proactive Customer Care model is a key component helping create a long-term customer relationship, which is reflected in our high retention rates.
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Our brand and marketing efficiency
. We believe GoDaddy is one of the most recognized technology brands in the United States. Through a combination of cost-effective direct-marketing, brand advertising and customer referrals,
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Our financial model
. Our stable and predictable business model is driven by efficient customer acquisition, high customer retention rates and increasing lifetime spend. In each of the
five
years ended
December 31, 2015
, our customer retention rate exceeded
85%
and our retention rate for customers who had been with us for over
three
years was approximately
90%
. We believe the breadth and depth of our product offerings and the high quality and responsiveness of our Customer Care team builds strong relationships with our customers and are keys to our high level of customer retention.
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Our people and our culture
. We are a company whose people embody the grit and determination of our customers. Our world-class engineers, scientists, designers, marketers and Customer Care specialists share a passion for technology and its ability to change our customers’ lives. We value hard work, extraordinary effort, living passionately, taking intelligent risks and working together toward successful customer outcomes. Our relentless pursuit of doing right for our customers has been a crucial ingredient to our growth.
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Our scale
. We have achieved significant scale in our business which enables us to efficiently acquire new customers, serve our existing customers and continue to invest in growth.
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In
2015
, we generated
$1.9 billion
in total bookings up from
$1.1 billion
in
2011
, representing a CAGR, of
15%
.
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•
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In
2015
, we had
$1.6 billion
of revenue up from
$862.9 million
in
2011
, representing a CAGR of
17%
.
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In the five years ended
December 31, 2015
, we invested to support our growth with
$1.1 billion
and $
764.1 million
in technology and development expenses and marketing and advertising expenses, respectively.
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Expand and innovate our product offerings
. Our product innovation priorities include:
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Delivering the next generation of naming
. The first generation of naming included a limited set of gTLDs, such as .com and .net, and country code top-level domains (ccTLDs), such as .uk and .in. With over
299 million
existing domains registered, it may be increasingly difficult for customers to find the name best suiting their needs. As a result, ICANN has authorized the introduction of more than
1,300
new gTLDs, which began in late 2013 and will continue over the next several years. These newly introduced gTLDs include names geared toward professions (e.g. .photography), personal interests (e.g. .guru), and geographies (e.g. .london, .nyc and .vegas) and are just plain fun (e.g. .ninja). Additionally, we believe there is great potential in the emerging secondary market to match buyers to sellers who already own domains. In January 2016, we launched the GoDaddy Investor mobile application to help investors watch and bid on domains at auction and stay on top of their current bids, all from their mobile device. We continue to invest in search, discovery and recommendation tools and transfer protocols for the combined markets of primary and secondary domains.
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Powering elegant and effortless presence
. We continue to invest in tools, templates and technology to make the process of building a professional looking mobile or desktop website simple and easy. Additionally, we are investing in products helping our customers drive their customer acquisition efforts by managing their presence across search engines, social networks and vertical marketplaces.
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Making the business of business easy
. Our business applications range from domain-specific email and email marketing to payment tools and help our customers grow their ventures. We intend to continue investing in the breadth of our product offerings helping our customers connect with their customers and run their businesses.
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Win the Web Pros
. We are investing in our end-to-end Web Pro offerings ranging from open APIs to our platform, delegation products and administrative tools as well as dedicated Customer Care resources. Our acquisition of Media Temple and launch of GoDaddy Pro further expanded our Web Pro offerings, bolstered our Web Pro-focused Customer Care team and extended our reach into the Web Pro community.
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Go global
. As of
December 31, 2015
, approximately
31%
of our customers were located in international markets, notably Canada, India and the United Kingdom. We began investing in the localization of our service offerings in
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Partner up
. Our flexible platform also enables us to acquire companies and quickly launch new products for our customers, including the launch of a series of partnerships ranging from Microsoft Office 365 for email to PayPal for payments. We have also acquired companies and technologies to complement our product offerings. We intend to continue identifying technology acquisition targets and partnership opportunities that add value for our customers.
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Make it personal
. We seek to leverage data and insights to personalize the product and Customer Care experiences of our customers as well as tailor our solutions and marketing efforts to each of our customer groups. We are constantly seeking to improve our website, marketing programs and Customer Care to intelligently reflect where customers are in their lifecycle and identify their specific product needs. We intend to continue investing in our technology and data platforms to further enable our personalization efforts.
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Wrap it with Care
. We believe our highly-rated Customer Care team is distinctive and essential to the lifetime value proposition we offer our customers. We continue to invest in our Customer Care team, including investing to improve the quality of our Customer Care resources as well as to introduce improved tools and processes across our expanding global footprint.
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traditional domain registration services and web-hosting solutions such as Endurance, Rightside, United Internet and Web.com;
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website creation and management solutions and e-commerce enablement providers such as Shopify, Squarespace, Wix and WordPress;
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cloud-infrastructure services and online security providers such as Rackspace and Symantec;
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alternative web presence and marketing solutions providers such as Constant Contact, OpenTable, Yelp and Zillow; and
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productivity tools including business-class email, calendaring, file-sharing and payments such as Dropbox, Intuit, Square and Xero.
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delays in releasing new products or product enhancements, or those of companies we may acquire, to the market;
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our failure to accurately predict market demand or customer preferences;
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defects, errors or failures in product design or performance;
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negative publicity about product performance or effectiveness;
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introduction of competing products (or the anticipation thereof) by other market participants;
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poor business conditions for our customers or poor general macroeconomic conditions;
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the perceived value of our products or product enhancements relative to their cost; and
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changing regulatory requirements adversely affecting the products we offer.
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management, communication and integration problems resulting from language barriers, cultural differences and geographic dispersion of our customers and personnel;
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the success of our efforts to localize and adapt our products for specific countries, including language translation of, and associated Customer Care support for, our products;
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compliance with foreign laws, including laws regarding online disclaimers, advertising, liability of online service providers for activities of customers especially with respect to hosted content and more stringent laws in foreign jurisdictions relating to consumer privacy and protection of data collected from individuals and other third parties;
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accreditation and other regulatory requirements to do business and to provide domain name registration, web-hosting and other products in foreign jurisdictions;
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greater difficulty in enforcing contracts, including our universal terms of service and other agreements;
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increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
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greater costs and expenses associated with international marketing and operations;
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greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;
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different or lesser degrees of protection for our or our customers’ intellectual property and free speech rights in certain countries;
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increased exposure to foreign currency risks;
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increased risk of a failure of employees to comply with both U.S. and foreign laws, including export and antitrust regulations, anti-bribery regulations and any trade regulations ensuring fair trade practices;
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heightened risk of unfair or corrupt business practices in certain geographies;
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the potential for political, social or economic unrest, terrorism, hostilities or war; and multiple and possibly overlapping tax regimes.
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our ability to attract new customers and retain existing customers;
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the timing and success of introductions of new products;
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changes in the growth rate of small businesses and ventures;
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changes in renewal rates for our subscriptions and our ability to sell additional products to existing customers;
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refunds to our customers could be higher than expected;
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the timing of revenue recognition relative to the recording of the related expense;
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any negative publicity or other actions which harm our brand;
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the timing of our marketing expenditures;
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the mix of products sold;
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our ability to maintain a high level of personalized Customer Care and resulting customer satisfaction;
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competition in the market for our products;
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our ability to expand internationally;
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changes in foreign currency exchange rates;
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rapid technological change, frequent new product introductions and evolving industry standards;
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systems, data center and Internet failures, breaches and service interruptions;
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changes in U.S. or foreign regulations that could impact one or more of our product offerings or changes to regulatory bodies, such as ICANN, as well as increased regulation by governments or multi-governmental organizations, such as the International Telecommunications Union, a specialized agency of the United Nations or the European Union, that could affect our business and our industry;
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a delay in the authorization of new top-level domains (TLDs) by ICANN or our ability to successfully on-board new TLDs which would impact the breadth of our customer offerings;
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shortcomings in, or misinterpretations of, our metrics and data which cause us to fail to anticipate or identify market trends;
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terminations of, disputes with, or material changes to our relationships with third-party partners, including referral sources, product partners and payment processors;
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reductions in the selling prices for our products;
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costs and integration issues associated with any acquisitions we may make;
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changes in legislation affecting our collection of indirect taxes both in the United States and in foreign jurisdictions;
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threatened or actual litigation; and
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loss of key employees.
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cease selling or using products incorporating or relying upon the intellectual property our products allegedly infringe;
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make substantial payments for legal fees, settlement payments or other costs or damages;
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subject us to indemnification obligations or obligations to refund fees to, and adversely affect our relationships with, our customers;
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divert the attention and resources of management and technical personnel;
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obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or
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redesign the allegedly infringing products to avoid infringement, or make other technology or branding changes to our solutions, each of which could be costly, time-consuming or impossible.
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changes in the valuation of our deferred tax assets and liabilities;
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expected timing and amount of the release of any tax valuation allowances;
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expiration of, or detrimental changes in, research and development tax credit laws;
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tax effects of equity-based compensation;
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costs related to intercompany restructurings;
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changes in tax laws, regulations or interpretations thereof; or
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future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates.
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|
efforts to reform ICANN's bylaws to improve accountability could fail, which may result in ICANN not being accountable to its stakeholders and unable to make, implement or enforce its policies;
|
|
•
|
the U.S. or any other government may reassess ICANN’s role in overseeing the domain name registration market;
|
|
•
|
the Internet community, the U.S. government or other governments may (i) refuse to recognize ICANN’s authority or support its policies, (ii) attempt to exert pressure on ICANN, or (iii) enact laws in conflict with ICANN’s policies, each of which could create instability in the domain name registration system;
|
|
•
|
some of ICANN’s policies and practices, such as ICANN’s position on privacy and proxy domain name registrations, and the policies and practices adopted by registries and registrars, could be found to conflict with the laws of one or more jurisdictions, or could be materially changed in a way that negatively impacts the sale of our products;
|
|
•
|
the terms of the Registrar Accreditation Agreement (the RAA) under which we are accredited as a registrar, could change in ways that are disadvantageous to us or under certain circumstances could be terminated by ICANN, thereby preventing us from operating our registrar service, or ICANN could adopt unilateral changes to the RAA that are unfavorable to us, that are inconsistent with our current or future plans, or that affect our competitive position;
|
|
•
|
International regulatory or governing bodies, such as the International Telecommunications Union, a specialized agency of the United Nations, or the European Union, may gain increased influence over the management and regulation of the domain name registration system, leading to increased regulation in areas such as taxation, privacy and the monitoring of our customers’ hosted content;
|
|
•
|
ICANN or any third-party registries may implement policy changes impacting our ability to run our current business practices throughout the various stages of the lifecycle of a domain name;
|
|
•
|
the U.S. Congress or other legislative bodies in the United States could take action unfavorable to us or influencing customers to move their business from our products to those located outside the United States;
|
|
•
|
ICANN could fail to maintain its role, potentially resulting in instability in DNS services administration;
|
|
•
|
some governments and governmental authorities outside the United States have in the past disagreed, and may in the future disagree, with the actions, policies or programs of ICANN, the U.S. government and registries relating to the DNS, which could fragment the single, unitary Internet into a loosely-connected group of one or more networks, each with different rules, policies and operating protocols; and
|
|
•
|
multi-party review panels established by the governing agreement between ICANN and the U.S. Department of Commerce, the so-called Affirmation of Commitments, or by successors to this agreement, may take positions unfavorable to our business.
|
|
•
|
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and pursue future business opportunities;
|
|
•
|
increasing our vulnerability to adverse economic, industry or competitive developments;
|
|
•
|
exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness, whether fixed or floating rate interest, to be higher than they would be otherwise;
|
|
•
|
exposing us to the risk of increased interest rates because certain of our indebtedness bears interest at variable rates;
|
|
•
|
making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default accelerating our obligation to repay indebtedness;
|
|
•
|
restricting us from making strategic acquisitions;
|
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions and general corporate or other purposes; and
|
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities our leverage prevents us from exploiting.
|
|
•
|
incur or guarantee additional debt or issue disqualified equity interests;
|
|
•
|
pay dividends and make other distributions on, or redeem or repurchase, capital stock;
|
|
•
|
make certain investments;
|
|
•
|
incur certain liens;
|
|
•
|
enter into transactions with affiliates;
|
|
•
|
merge or consolidate;
|
|
•
|
enter into agreements restricting the ability of restricted subsidiaries to make certain intercompany dividends, distributions, payments or transfers; and
|
|
•
|
transfer or sell assets.
|
|
•
|
a classified board of directors with staggered three year terms;
|
|
•
|
the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change in control;
|
|
•
|
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;
|
|
•
|
certain limitations on convening special stockholder meetings; and
|
|
•
|
certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as a single class, if affiliates of KKR and Silver Lake (together with affiliates of TCV, for so long as TCV is required to vote at the direction of KKR and Silver Lake) collectively own less than
40%
in voting power of our stock entitled to vote generally in the election of directors.
|
|
•
|
prior to such time, our board of directors approved either the business combination or the transaction resulting in the stockholder becoming an interested stockholder;
|
|
•
|
upon consummation of the transaction resulting in the stockholder becoming an interested stockholder, the interested stockholder owned at least
85%
of the votes of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
|
|
•
|
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of the votes of our outstanding voting stock not owned by the interested stockholder.
|
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
|
•
|
significant volatility in the market price and trading volume of technology companies in general, and of companies in our industry;
|
|
•
|
actual or anticipated changes in our results of operations or fluctuations in our operating results;
|
|
•
|
whether our operating results meet the expectations of securities analysts or investors;
|
|
•
|
changes in the expectations of investors or securities analysts;
|
|
•
|
actual or anticipated developments in our competitors’ businesses or the competitive landscape generally;
|
|
•
|
litigation involving us, our industry or both;
|
|
•
|
regulatory developments in the United States, foreign countries or both;
|
|
•
|
general economic conditions and trends;
|
|
•
|
major catastrophic events;
|
|
•
|
sales of large blocks of our stock; or
|
|
•
|
departures of key personnel.
|
|
Fiscal Year Ended December 31, 2015
|
|
High
|
|
Low
|
|
Second Quarter ended June 30, 2015
|
|
$31.82
|
|
$24.54
|
|
Third Quarter ended September 30, 2015
|
|
29.47
|
|
23.59
|
|
Fourth Quarter ended December 31, 2015
|
|
34.24
|
|
25.29
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
December 17 Through December 31,
2011 |
|
|
January 1 Through December 16,
2011 |
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Consolidated Statements of Operations Data:
|
(in millions, except share amounts which are reflected in thousands and per share amounts)
|
|||||||||||||||||||||||
|
Total revenue
|
$
|
1,607.3
|
|
|
$
|
1,387.3
|
|
|
$
|
1,130.8
|
|
|
$
|
910.9
|
|
|
$
|
31.3
|
|
|
|
$
|
863.0
|
|
|
Costs and operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of revenue
|
565.9
|
|
|
518.4
|
|
|
473.9
|
|
|
430.3
|
|
|
16.5
|
|
|
|
357.5
|
|
||||||
|
Technology and development
|
270.2
|
|
|
250.8
|
|
|
206.0
|
|
|
175.4
|
|
|
8.1
|
|
|
|
213.0
|
|
||||||
|
Marketing and advertising
|
202.2
|
|
|
164.7
|
|
|
145.5
|
|
|
130.1
|
|
|
3.9
|
|
|
|
117.7
|
|
||||||
|
Customer care
|
221.5
|
|
|
190.5
|
|
|
150.9
|
|
|
132.6
|
|
|
5.1
|
|
|
|
115.4
|
|
||||||
|
General and administrative
|
219.7
|
|
|
172.0
|
|
|
145.8
|
|
|
106.4
|
|
|
41.8
|
|
|
|
280.5
|
|
||||||
|
Depreciation and amortization
|
158.8
|
|
|
152.8
|
|
|
140.6
|
|
|
138.6
|
|
|
5.4
|
|
|
|
49.2
|
|
||||||
|
Total costs and operating expenses
|
1,638.3
|
|
|
1,449.2
|
|
|
1,262.7
|
|
|
1,113.4
|
|
|
80.8
|
|
|
|
1,133.3
|
|
||||||
|
Operating loss
|
(31.0
|
)
|
|
(61.9
|
)
|
|
(131.9
|
)
|
|
(202.5
|
)
|
|
(49.5
|
)
|
|
|
(270.3
|
)
|
||||||
|
Interest expense
|
(69.2
|
)
|
|
(85.0
|
)
|
|
(71.0
|
)
|
|
(79.1
|
)
|
|
(3.5
|
)
|
|
|
(3.0
|
)
|
||||||
|
Loss on debt extinguishment
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
|
Other income (expense), net
|
1.0
|
|
|
0.8
|
|
|
1.9
|
|
|
2.3
|
|
|
(0.6
|
)
|
|
|
2.6
|
|
||||||
|
Loss before income taxes
|
(120.6
|
)
|
|
(146.1
|
)
|
|
(201.0
|
)
|
|
(279.3
|
)
|
|
(53.6
|
)
|
|
|
(270.7
|
)
|
||||||
|
Benefit for income taxes
|
0.2
|
|
|
2.8
|
|
|
1.1
|
|
|
0.2
|
|
|
—
|
|
|
|
0.3
|
|
||||||
|
Net loss
|
(120.4
|
)
|
|
(143.3
|
)
|
|
(199.9
|
)
|
|
(279.1
|
)
|
|
(53.6
|
)
|
|
|
(270.4
|
)
|
||||||
|
Less: net loss attributable to non-controlling interests
|
(44.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
|
Net loss attributable to GoDaddy Inc.
|
$
|
(75.6
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
$
|
(279.1
|
)
|
|
$
|
(53.6
|
)
|
|
|
$
|
(270.4
|
)
|
|
Net loss per share of Class A common stock—basic and diluted
(2) (3)
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(1.58
|
)
|
|
$
|
(2.21
|
)
|
|
$
|
(10.34
|
)
|
|
|
|
||
|
Weighted-average shares of Class A common stock outstanding—basic and
diluted (2) (3) |
58,676
|
|
|
38,826
|
|
|
38,826
|
|
|
38,826
|
|
|
1,596
|
|
|
|
|
|||||||
|
(1)
|
Costs and operating expenses include equity-based compensation expense as follows:
|
|
Technology and development
|
$
|
18.2
|
|
|
$
|
10.4
|
|
|
$
|
4.7
|
|
|
$
|
1.6
|
|
|
$
|
0.1
|
|
|
|
$
|
58.3
|
|
|
Marketing and advertising
|
6.1
|
|
|
6.1
|
|
|
2.6
|
|
|
1.6
|
|
|
0.1
|
|
|
|
15.1
|
|
||||||
|
Customer care
|
2.9
|
|
|
0.8
|
|
|
0.6
|
|
|
0.3
|
|
|
—
|
|
|
|
2.5
|
|
||||||
|
General and administrative
|
13.2
|
|
|
12.8
|
|
|
8.5
|
|
|
8.2
|
|
|
0.5
|
|
|
|
183.4
|
|
||||||
|
(2)
|
Amounts for periods prior to our IPO have been retrospectively adjusted to give effect to the organizational transactions described in Note
1
to our consolidated financial statements. The prior period amounts do not consider the
26,000
shares of Class A common stock sold in our IPO. See Note
13
to our consolidated financial statements.
|
|
(3)
|
Amounts for the Predecessor periods are not presented because the Predecessor’s capital structure is not comparable to our capital structure following the organizational transactions described in Note
1
to our consolidated financial statements.
|
|
|
December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consolidated Balance Sheet Data:
|
(in millions)
|
||||||||||||||||||
|
Cash and cash equivalents
|
$
|
348.0
|
|
|
$
|
139.0
|
|
|
$
|
95.4
|
|
|
$
|
59.5
|
|
|
$
|
47.8
|
|
|
Prepaid domain name registry fees
|
456.3
|
|
|
425.6
|
|
|
404.1
|
|
|
373.8
|
|
|
337.1
|
|
|||||
|
Property and equipment, net
|
225.0
|
|
|
220.9
|
|
|
183.2
|
|
|
159.7
|
|
|
195.6
|
|
|||||
|
Total assets
|
3,498.8
|
|
|
3,260.7
|
|
|
3,208.1
|
|
|
3,027.7
|
|
|
3,068.4
|
|
|||||
|
Deferred revenue
|
1,416.2
|
|
|
1,250.6
|
|
|
1,086.2
|
|
|
908.9
|
|
|
656.5
|
|
|||||
|
Long-term debt, including current portion
|
1,044.0
|
|
|
1,414.8
|
|
|
1,080.7
|
|
|
989.3
|
|
|
998.9
|
|
|||||
|
Total liabilities
|
2,817.8
|
|
|
2,850.3
|
|
|
2,337.6
|
|
|
1,981.6
|
|
|
1,738.5
|
|
|||||
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(unaudited; in millions, except ARPU)
|
||||||||||||||||||
|
Total bookings
|
$
|
1,914.2
|
|
|
$
|
1,675.2
|
|
|
$
|
1,397.9
|
|
|
$
|
1,249.6
|
|
|
$
|
1,124.8
|
|
|
Total customers at period end
|
13.8
|
|
|
12.7
|
|
|
11.6
|
|
|
10.2
|
|
|
9.4
|
|
|||||
|
Average revenue per user (ARPU)
|
$
|
121
|
|
|
$
|
114
|
|
|
$
|
104
|
|
|
$
|
93
|
|
|
$
|
102
|
|
|
Adjusted EBITDA
|
$
|
337.4
|
|
|
$
|
271.5
|
|
|
$
|
196.3
|
|
|
$
|
173.9
|
|
|
$
|
156.8
|
|
|
(1)
|
The year ended
December 31, 2011
represents the combined periods of
January 1, 2011
through
December 16, 2011
(Predecessor) and December 17, 2011 through
December 31, 2011
(Successor). All periods ending after
December 31, 2011
represent the Successor’s operations.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total bookings:
|
(unaudited; in millions)
|
||||||||||||||||||
|
Total revenue
|
$
|
1,607.3
|
|
|
$
|
1,387.3
|
|
|
$
|
1,130.8
|
|
|
$
|
910.9
|
|
|
$
|
894.3
|
|
|
Change in deferred revenue
(2)
|
165.9
|
|
|
166.4
|
|
|
169.1
|
|
|
252.4
|
|
|
161.1
|
|
|||||
|
Net refunds
|
137.8
|
|
|
116.2
|
|
|
96.1
|
|
|
80.3
|
|
|
69.5
|
|
|||||
|
Other
|
3.2
|
|
|
5.3
|
|
|
1.9
|
|
|
6.0
|
|
|
(0.1)
|
|
|||||
|
Total bookings
|
$
|
1,914.2
|
|
|
$
|
1,675.2
|
|
|
$
|
1,397.9
|
|
|
$
|
1,249.6
|
|
|
$
|
1,124.8
|
|
|
(1)
|
The year ended
December 31, 2011
represents the combined periods of
January 1, 2011
through
December 16, 2011
(Predecessor) and December 17, 2011 through
December 31, 2011
(Successor). All periods ending after
December 31, 2011
represent the Successor’s operations.
|
|
(2)
|
This amount also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Adjusted EBITDA:
|
(unaudited; in millions)
|
||||||||||||||||||
|
Net loss
|
$
|
(120.4
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
$
|
(279.1
|
)
|
|
$
|
(324.0
|
)
|
|
Interest expense, net of interest income
(2)
|
68.5
|
|
|
84.8
|
|
|
70.9
|
|
|
79.1
|
|
|
6.4
|
|
|||||
|
Benefit for income taxes and adjustments to the TRA liability
|
(0.3
|
)
|
|
(2.8
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|||||
|
Depreciation and amortization
|
158.8
|
|
|
152.8
|
|
|
140.6
|
|
|
138.6
|
|
|
54.6
|
|
|||||
|
Equity-based compensation expense
|
40.4
|
|
|
30.1
|
|
|
16.4
|
|
|
11.7
|
|
|
260.0
|
|
|||||
|
Change in deferred revenue
(3)
|
165.9
|
|
|
166.4
|
|
|
169.1
|
|
|
252.4
|
|
|
161.1
|
|
|||||
|
Change in prepaid and accrued registry costs
(4)
|
(30.8
|
)
|
|
(20.9
|
)
|
|
(23.4
|
)
|
|
(34.2
|
)
|
|
(51.5
|
)
|
|||||
|
Acquisition and sponsor-related costs
(5)
|
55.3
|
|
|
5.0
|
|
|
9.3
|
|
|
5.6
|
|
|
50.5
|
|
|||||
|
Sales tax accrual
(6)
|
—
|
|
|
(0.6
|
)
|
|
14.4
|
|
|
—
|
|
|
—
|
|
|||||
|
Adjusted EBITDA
|
$
|
337.4
|
|
|
$
|
271.5
|
|
|
$
|
196.3
|
|
|
$
|
173.9
|
|
|
$
|
156.8
|
|
|
(1)
|
The year ended
December 31, 2011
represents the combined periods of
January 1, 2011
through
December 16, 2011
(Predecessor) and December 17, 2011 through
December 31, 2011
(Successor). All periods ending after
December 31, 2011
represent the Successor’s operations.
|
|
(2)
|
Interest income is included in "Other income (expense), net."
|
|
(3)
|
This amount also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
|
(4)
|
This amount includes the changes in prepaid domain name registry fees, registry deposits and registry payables.
|
|
(5)
|
Acquisition and sponsor-related costs in
2011
include professional fees related to the completion of the Merger, which are included in "General and administrative" expenses. Cash paid for acquisition and sponsor-related costs was
$31.7 million
,
$3.2 million
,
$13.0 million
,
$4.4 million
and
$50.7 million
for
2015
,
2014
,
2013
,
2012
and
2011
respectively.
|
|
(6)
|
This amount represents increases or decreases in the accrual for prior period sales tax obligations. See Note
10
to our consolidated financial statements.
|
|
•
|
Total revenue of
$1,607.3 million
, an increase of
15.9%
, or approximately
17.3%
on a constant currency basis
(1)
.
|
|
•
|
International revenue of
$414.7 million
, an increase of
19.0%
, or approximately
24.4%
on a constant currency basis
(1)
.
|
|
•
|
Total bookings
(2)
, a non-GAAP financial measure, of
$1,914.2 million
, an increase of
14.3%
, or approximately
17.5%
on a constant currency basis
(1)
.
|
|
•
|
Net loss was
$120.4 million
.
|
|
•
|
Adjusted EBITDA
(1)
, a non-GAAP financial measure, of
$337.4 million
increased
24.3%
.
|
|
•
|
Total customers of
13.8 million
increased
8.7%
.
|
|
•
|
Average revenue per user of
$121
increased
6.3%
.
|
|
•
|
Cash and cash equivalents were
$348.0 million
.
|
|
•
|
Operating cash flow was
$259.4 million
.
|
|
•
|
Capital expenditures were
$55.8 million
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(unaudited; in millions, except ARPU)
|
||||||||||
|
Total bookings
|
$
|
1,914.2
|
|
|
$
|
1,675.2
|
|
|
$
|
1,397.9
|
|
|
Total customers at period end
|
13.8
|
|
|
12.7
|
|
|
11.6
|
|
|||
|
Average revenue per user (ARPU)
|
$
|
121
|
|
|
$
|
114
|
|
|
$
|
104
|
|
|
Adjusted EBITDA
|
$
|
337.4
|
|
|
$
|
271.5
|
|
|
$
|
196.3
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Revenue:
|
|
|
|
|
|
||||||
|
Domains
|
$
|
840.8
|
|
|
$
|
763.3
|
|
|
$
|
671.6
|
|
|
Hosting and presence
|
592.0
|
|
|
507.9
|
|
|
380.6
|
|
|||
|
Business applications
|
174.5
|
|
|
116.1
|
|
|
78.6
|
|
|||
|
Total revenue
|
1,607.3
|
|
|
1,387.3
|
|
|
1,130.8
|
|
|||
|
Costs and operating expenses:
|
|
|
|
|
|
||||||
|
Cost of revenue (excluding depreciation and amortization)
|
565.9
|
|
|
518.4
|
|
|
473.9
|
|
|||
|
Technology and development
|
270.2
|
|
|
250.8
|
|
|
206.0
|
|
|||
|
Marketing and advertising
|
202.2
|
|
|
164.7
|
|
|
145.5
|
|
|||
|
Customer care
|
221.5
|
|
|
190.5
|
|
|
150.9
|
|
|||
|
General and administrative
|
219.7
|
|
|
172.0
|
|
|
145.8
|
|
|||
|
Depreciation and amortization
|
158.8
|
|
|
152.8
|
|
|
140.6
|
|
|||
|
Total costs and operating expenses
|
1,638.3
|
|
|
1,449.2
|
|
|
1,262.7
|
|
|||
|
Operating loss
|
(31.0
|
)
|
|
(61.9
|
)
|
|
(131.9
|
)
|
|||
|
Interest expense
|
(69.2
|
)
|
|
(85.0
|
)
|
|
(71.0
|
)
|
|||
|
Loss on debt extinguishment
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|||
|
Other income (expense), net
|
1.0
|
|
|
0.8
|
|
|
1.9
|
|
|||
|
Loss before income taxes
|
(120.6
|
)
|
|
(146.1
|
)
|
|
(201.0
|
)
|
|||
|
Benefit for income taxes
|
0.2
|
|
|
2.8
|
|
|
1.1
|
|
|||
|
Net loss
|
(120.4
|
)
|
|
(143.3
|
)
|
|
(199.9
|
)
|
|||
|
Less: net loss attributable to non-controlling interests
|
(44.8
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net loss attributable to GoDaddy Inc.
|
$
|
(75.6
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Revenue:
|
|
|
|
|
|
|||
|
Domains
|
52.3
|
%
|
|
55.0
|
%
|
|
59.4
|
%
|
|
Hosting and presence
|
36.8
|
%
|
|
36.6
|
%
|
|
33.7
|
%
|
|
Business applications
|
10.9
|
%
|
|
8.4
|
%
|
|
6.9
|
%
|
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Costs and operating expenses:
|
|
|
|
|
|
|||
|
Cost of revenue (excluding depreciation and amortization)
|
35.2
|
%
|
|
37.4
|
%
|
|
41.9
|
%
|
|
Technology and development
|
16.8
|
%
|
|
18.1
|
%
|
|
18.2
|
%
|
|
Marketing and advertising
|
12.6
|
%
|
|
11.9
|
%
|
|
12.9
|
%
|
|
Customer care
|
13.8
|
%
|
|
13.7
|
%
|
|
13.3
|
%
|
|
General and administrative
|
13.7
|
%
|
|
12.4
|
%
|
|
12.9
|
%
|
|
Depreciation and amortization
|
9.9
|
%
|
|
11.0
|
%
|
|
12.4
|
%
|
|
Total costs and operating expenses
|
102.0
|
%
|
|
104.5
|
%
|
|
111.6
|
%
|
|
Operating loss
|
(2.0
|
)%
|
|
(4.5
|
)%
|
|
(11.6
|
)%
|
|
Interest expense
|
(4.3
|
)%
|
|
(6.1
|
)%
|
|
(6.4
|
)%
|
|
Loss on debt extinguishment
|
(1.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
Other income (expense), net
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
Loss before income taxes
|
(7.5
|
)%
|
|
(10.5
|
)%
|
|
(17.8
|
)%
|
|
Benefit for income taxes
|
—
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
Net loss
|
(7.5
|
)%
|
|
(10.3
|
)%
|
|
(17.7
|
)%
|
|
Less: net loss attributable to non-controlling interests
|
(2.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
Net loss attributable to GoDaddy Inc.
|
(4.7
|
)%
|
|
(10.3
|
)%
|
|
(17.7
|
)%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Domains
|
$
|
840.8
|
|
|
$
|
763.3
|
|
|
$
|
671.6
|
|
|
$
|
77.5
|
|
|
10
|
%
|
|
$
|
91.7
|
|
|
14
|
%
|
|
Hosting and presence
|
592.0
|
|
|
507.9
|
|
|
380.6
|
|
|
84.1
|
|
|
17
|
%
|
|
127.3
|
|
|
33
|
%
|
|||||
|
Business applications
|
174.5
|
|
|
116.1
|
|
|
78.6
|
|
|
58.4
|
|
|
50
|
%
|
|
37.5
|
|
|
48
|
%
|
|||||
|
Total revenue
|
$
|
1,607.3
|
|
|
$
|
1,387.3
|
|
|
$
|
1,130.8
|
|
|
$
|
220.0
|
|
|
16
|
%
|
|
$
|
256.5
|
|
|
23
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
|
Impact of purchase accounting:
|
(unaudited)
|
||||||||||
|
Total revenue
|
$
|
1,607.3
|
|
|
$
|
1,387.3
|
|
|
$
|
1,130.8
|
|
|
Impact of purchase accounting on revenue
|
8.5
|
|
|
18.7
|
|
|
43.3
|
|
|||
|
Total revenue excluding impact of purchase accounting
(1)
|
$
|
1,615.8
|
|
|
$
|
1,406.0
|
|
|
$
|
1,174.1
|
|
|
(1)
|
This amount represents the amount of revenue we would have recognized if not for the impact of purchase accounting.
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Cost of revenue
|
$
|
565.9
|
|
|
$
|
518.4
|
|
|
$
|
473.9
|
|
|
$
|
47.5
|
|
|
9
|
%
|
|
$
|
44.5
|
|
|
9
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Technology and development
|
$
|
270.2
|
|
|
$
|
250.8
|
|
|
$
|
206.0
|
|
|
$
|
19.4
|
|
|
8
|
%
|
|
$
|
44.8
|
|
|
22
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Marketing and advertising
|
$
|
202.2
|
|
|
$
|
164.7
|
|
|
$
|
145.5
|
|
|
$
|
37.5
|
|
|
23
|
%
|
|
$
|
19.2
|
|
|
13
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Customer care
|
$
|
221.5
|
|
|
$
|
190.5
|
|
|
$
|
150.9
|
|
|
$
|
31.0
|
|
|
16
|
%
|
|
$
|
39.6
|
|
|
26
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
General and administrative
|
$
|
219.7
|
|
|
$
|
172.0
|
|
|
$
|
145.8
|
|
|
$
|
47.7
|
|
|
28
|
%
|
|
$
|
26.2
|
|
|
18
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Depreciation and amortization
|
$
|
158.8
|
|
|
$
|
152.8
|
|
|
$
|
140.6
|
|
|
$
|
6.0
|
|
|
4
|
%
|
|
$
|
12.2
|
|
|
9
|
%
|
|
|
Year Ended December 31,
|
|
2015 to 2014
|
|
2014 to 2013
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|
$ change
|
|
% change
|
||||||||||||
|
Interest expense
|
$
|
69.2
|
|
|
$
|
85.0
|
|
|
$
|
71.0
|
|
|
$
|
(15.8
|
)
|
|
(19
|
)%
|
|
$
|
14.0
|
|
|
20
|
%
|
|
•
|
make a final aggregate payment of
$26.7 million
to the Sponsors upon the termination of the transaction and monitoring fee agreement;
|
|
•
|
make a payment of
$3.0 million
to Bob Parsons upon the termination of the executive chairman services agreement;
|
|
•
|
make a payment totaling
$316.0 million
to repay the senior note to Holdings;
|
|
•
|
make a payment of
$75.0 million
to repay all amounts drawn on our revolving credit loan; and
|
|
•
|
make a payment of
$28.1 million
to complete an acquisition.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Net cash provided by operating activities
|
$
|
259.4
|
|
|
$
|
180.6
|
|
|
$
|
153.3
|
|
|
Net cash used in investing activities
|
(145.9
|
)
|
|
(107.3
|
)
|
|
(208.5
|
)
|
|||
|
Net cash provided by (used in) financing activities
|
95.7
|
|
|
(29.7
|
)
|
|
91.1
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net increase in cash and cash equivalents
|
$
|
209.0
|
|
|
$
|
43.6
|
|
|
$
|
35.9
|
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
Domains
|
$
|
497.2
|
|
|
$
|
138.4
|
|
|
$
|
61.5
|
|
|
$
|
36.8
|
|
|
$
|
21.2
|
|
|
$
|
30.6
|
|
|
$
|
785.7
|
|
|
Hosting and presence
|
330.8
|
|
|
93.4
|
|
|
35.6
|
|
|
11.6
|
|
|
4.7
|
|
|
4.4
|
|
|
480.5
|
|
|||||||
|
Business applications
|
109.7
|
|
|
24.7
|
|
|
8.1
|
|
|
3.8
|
|
|
1.8
|
|
|
1.9
|
|
|
150.0
|
|
|||||||
|
|
$
|
937.7
|
|
|
$
|
256.5
|
|
|
$
|
105.2
|
|
|
$
|
52.2
|
|
|
$
|
27.7
|
|
|
$
|
36.9
|
|
|
$
|
1,416.2
|
|
|
|
Payments due by period
|
||||||||||||||
|
|
1 year
|
|
2-3 years
|
|
4-5 years
|
|
5+ years
|
||||||||
|
Long-term debt, including current maturities
(1)
|
$
|
11.0
|
|
|
$
|
22.0
|
|
|
$
|
22.0
|
|
|
$
|
1,028.5
|
|
|
Interest on long-term debt
(2)
|
46.6
|
|
|
91.6
|
|
|
89.8
|
|
|
16.1
|
|
||||
|
Lease financing obligation
(3)
|
3.2
|
|
|
6.4
|
|
|
6.7
|
|
|
15.7
|
|
||||
|
Operating leases
(4)
|
40.1
|
|
|
36.2
|
|
|
18.1
|
|
|
34.8
|
|
||||
|
Capital leases
(5)
|
12.4
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
||||
|
Service agreements
(6)
|
10.9
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
||||
|
Marketing agreements
(7)
|
20.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
TRA payments
(8)
|
—
|
|
|
14.9
|
|
|
30.1
|
|
|
106.6
|
|
||||
|
Tax distributions to Desert Newco's owners
(9)
|
5.3
|
|
|
(9)
|
|
|
(9)
|
|
|
(9)
|
|
||||
|
(1)
|
See Note
9
to our consolidated financial statements for information regarding the terms of our long-term debt agreements.
|
|
(2)
|
Interest on long-term debt excludes the amortization of deferred debt issuance costs and original issue discounts.
|
|
(3)
|
We lease office space in Tempe, Arizona under which we occupy the total available space. See Note
10
to our consolidated financial statements for information regarding the terms of our lease financing obligation.
|
|
(4)
|
We lease office space, data center space (including commitments for specified levels of power) and vehicles under operating leases expiring at various dates through
September 2026
.
|
|
(5)
|
We lease certain computer equipment under capital leases. The capital lease payments included in the table above include the amounts representing interest.
|
|
(6)
|
We have long-term agreements with certain vendors to provide for software and equipment maintenance, specified levels of bandwidth and other services.
|
|
(7)
|
We have contractual commitments requiring future payments under certain marketing agreements.
|
|
(8)
|
Reflects the estimated timing of TRA payments as of
December 31, 2015
. Such payments could be due later than estimated depending on the timing of our use of the underlying tax attributes. As of
December 31, 2015
, we have recorded a liability of
$151.6 million
payable to the Reorganization Parties under the TRAs, reflecting limitations on the use of the favorable tax attributes due to limitations of taxable income. The estimated amounts payable under the TRAs do not consider any future exchanges of LLC Units. Such future exchanges will have a material impact on our liabilities under the TRAs. See "Risk Factors-Risks Related to Our Company and Our Organizational Structure" and Note
12
to our audited consolidated financial statements for additional information regarding our liability under the TRAs.
|
|
(9)
|
Tax distributions are required under the terms of the New LLC Agreement. As of
December 31, 2015
, we have accrued
$5.3 million
for tax distributions related to estimated taxable income allocations to Desert Newco's owners for
2015
, which will be paid in March 2016. This accrued amount will be paid based on ownership as of the payment date and is estimated to be as follows:
$2.1 million
to Holdings,
$1.1 million
to KKR,
$1.1 million
to SLP,
$0.6 million
to TCV and
$0.4 million
to other Desert Newco owners. Tax distributions beyond
2015
have not been included in the above table due to the uncertainty of whether or not such distributions will be required and our inability to estimate the amounts we will be required to pay in those future periods. See Note
12
to our audited consolidated financial statements for additional information regarding tax distributions.
|
|
Index to Consolidated Financial Statements
|
|
|
|
Page
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
348.0
|
|
|
$
|
139.0
|
|
|
Short-term investments
|
4.5
|
|
|
3.0
|
|
||
|
Accounts and other receivables
|
4.8
|
|
|
3.5
|
|
||
|
Registry deposits
|
18.7
|
|
|
17.8
|
|
||
|
Prepaid domain name registry fees
|
292.6
|
|
|
272.8
|
|
||
|
Prepaid expenses and other current assets
|
25.3
|
|
|
23.3
|
|
||
|
Total current assets
|
693.9
|
|
|
459.4
|
|
||
|
Property and equipment, net
|
225.0
|
|
|
220.9
|
|
||
|
Prepaid domain name registry fees, net of current portion
|
163.7
|
|
|
152.8
|
|
||
|
Goodwill
|
1,663.4
|
|
|
1,661.2
|
|
||
|
Intangible assets, net
|
735.3
|
|
|
749.7
|
|
||
|
Other assets
|
12.1
|
|
|
14.3
|
|
||
|
Deferred tax assets
|
5.4
|
|
|
2.4
|
|
||
|
Total assets
|
$
|
3,498.8
|
|
|
$
|
3,260.7
|
|
|
Liabilities and stockholders'/members’ equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
39.4
|
|
|
$
|
31.9
|
|
|
Accrued expenses and other current liabilities
|
127.0
|
|
|
114.5
|
|
||
|
Payable to related parties for tax distributions to Desert Newco, LLC's owners
|
5.3
|
|
|
—
|
|
||
|
Current portion of deferred revenue
|
937.7
|
|
|
821.4
|
|
||
|
Current portion of long-term debt
|
4.2
|
|
|
4.4
|
|
||
|
Total current liabilities
|
1,113.6
|
|
|
972.2
|
|
||
|
Deferred revenue, net of current portion
|
478.5
|
|
|
429.2
|
|
||
|
Long-term debt, net of current portion
|
1,039.8
|
|
|
1,410.4
|
|
||
|
Payable to related parties pursuant to tax receivable agreements
|
151.6
|
|
|
—
|
|
||
|
Other long-term liabilities
|
34.3
|
|
|
38.5
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Stockholders'/members' equity:
|
|
|
|
||||
|
Members' interest
|
—
|
|
|
410.4
|
|
||
|
Preferred stock, $0.001 par value - 50,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Class A common stock, $0.001 par value - 1,000,000 shares authorized; 67,083 shares issued and outstanding as of December 31, 2015
|
0.1
|
|
|
—
|
|
||
|
Class B common stock, $0.001 par value - 500,000 shares authorized; 90,398 shares issued and outstanding as of December 31, 2015
|
0.1
|
|
|
—
|
|
||
|
Additional paid-in capital
|
454.6
|
|
|
—
|
|
||
|
Accumulated other comprehensive income
|
3.2
|
|
|
—
|
|
||
|
Accumulated deficit
|
(32.2
|
)
|
|
—
|
|
||
|
Total stockholders' equity attributable to GoDaddy Inc./members' equity
|
425.8
|
|
|
410.4
|
|
||
|
Non-controlling interests
|
255.2
|
|
|
—
|
|
||
|
Total stockholders'/members’ equity
|
681.0
|
|
|
410.4
|
|
||
|
Total liabilities and stockholders'/members’ equity
|
$
|
3,498.8
|
|
|
$
|
3,260.7
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Revenue:
|
|
|
|
|
|
||||||
|
Domains
|
$
|
840.8
|
|
|
$
|
763.3
|
|
|
$
|
671.6
|
|
|
Hosting and presence
|
592.0
|
|
|
507.9
|
|
|
380.6
|
|
|||
|
Business applications
|
174.5
|
|
|
116.1
|
|
|
78.6
|
|
|||
|
Total revenue
|
1,607.3
|
|
|
1,387.3
|
|
|
1,130.8
|
|
|||
|
Costs and operating expenses
(1)
:
|
|
|
|
|
|
||||||
|
Cost of revenue (excluding depreciation and amortization)
|
565.9
|
|
|
518.4
|
|
|
473.9
|
|
|||
|
Technology and development
|
270.2
|
|
|
250.8
|
|
|
206.0
|
|
|||
|
Marketing and advertising
|
202.2
|
|
|
164.7
|
|
|
145.5
|
|
|||
|
Customer care
|
221.5
|
|
|
190.5
|
|
|
150.9
|
|
|||
|
General and administrative
|
219.7
|
|
|
172.0
|
|
|
145.8
|
|
|||
|
Depreciation and amortization
|
158.8
|
|
|
152.8
|
|
|
140.6
|
|
|||
|
Total costs and operating expenses
|
1,638.3
|
|
|
1,449.2
|
|
|
1,262.7
|
|
|||
|
Operating loss
|
(31.0
|
)
|
|
(61.9
|
)
|
|
(131.9
|
)
|
|||
|
Interest expense
|
(69.2
|
)
|
|
(85.0
|
)
|
|
(71.0
|
)
|
|||
|
Loss on debt extinguishment
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|||
|
Other income (expense), net
|
1.0
|
|
|
0.8
|
|
|
1.9
|
|
|||
|
Loss before income taxes
|
(120.6
|
)
|
|
(146.1
|
)
|
|
(201.0
|
)
|
|||
|
Benefit for income taxes
|
0.2
|
|
|
2.8
|
|
|
1.1
|
|
|||
|
Net loss
|
(120.4
|
)
|
|
(143.3
|
)
|
|
(199.9
|
)
|
|||
|
Less: net loss attributable to non-controlling interests
|
(44.8
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net loss attributable to GoDaddy Inc.
|
$
|
(75.6
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
Net loss per share of Class A common stock—basic and diluted
(2)
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(1.58
|
)
|
|
Weighted-average shares of Class A common stock outstanding—basic and
diluted
(2)
|
58,676
|
|
|
38,826
|
|
|
38,826
|
|
|||
|
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows: |
|
|
|
|
|||||||
|
Technology and development
|
$
|
18.2
|
|
|
$
|
10.4
|
|
|
$
|
4.7
|
|
|
Marketing and advertising
|
6.1
|
|
|
6.1
|
|
|
2.6
|
|
|||
|
Customer care
|
2.9
|
|
|
0.8
|
|
|
0.6
|
|
|||
|
General and administrative
|
13.2
|
|
|
12.8
|
|
|
8.5
|
|
|||
|
|
Members'
Equity
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total Stockholders'
Equity
|
||||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||||||
|
Balance at December 31, 2012
|
$
|
1,013.7
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net loss
|
(199.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Equity-based compensation expense
|
16.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Change in value of redeemable units
|
(25.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Balance at December 31, 2013
|
812.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net loss
|
(143.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Equity-based compensation expense
|
30.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Distributions to unit and option holders
|
(349.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Change in value of redeemable units
|
(16.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Reclassification of redeemable units to members' interest
|
75.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Balance at December 31, 2014
|
410.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
Members'
Equity
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total Stockholders'
Equity
|
||||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||||||
|
Net loss prior to the Reorganization Transactions
|
(43.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Equity-based compensation expense
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.7
|
|
||||||||
|
Effect of the Reorganization Transactions
|
(375.9
|
)
|
|
38,826
|
|
|
0.1
|
|
|
90,425
|
|
|
0.1
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
314.1
|
|
|
375.9
|
|
||||||||
|
Issuance of Class A common stock in initial public offering, net of offering costs
|
—
|
|
|
26,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480.6
|
|
||||||||
|
Net loss subsequent to the Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.2
|
)
|
|
—
|
|
|
(44.8
|
)
|
|
(77.0
|
)
|
||||||||
|
Liability pursuant to the tax receivable agreements resulting from the Reorganization Transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151.6
|
)
|
||||||||
|
Stock option exercises and other
|
0.2
|
|
|
1,582
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
20.8
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
12.3
|
|
||||||||
|
Issuance of Class A common stock under employee stock purchase plan
|
—
|
|
|
675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||||||
|
Distributions to holders of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
(5.6
|
)
|
||||||||
|
Unrealized gain on foreign currency hedging derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||||
|
Other comprehensive income (loss) items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||||
|
Balance at December 31, 2015
|
$
|
—
|
|
|
67,083
|
|
|
$
|
0.1
|
|
|
90,398
|
|
|
$
|
0.1
|
|
|
$
|
454.6
|
|
|
$
|
(32.2
|
)
|
|
$
|
3.2
|
|
|
$
|
255.2
|
|
|
$
|
681.0
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Operating activities
|
|
|
|
|
|
||||||
|
Net loss
|
$
|
(120.4
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
158.8
|
|
|
152.8
|
|
|
140.6
|
|
|||
|
Equity-based compensation
|
40.4
|
|
|
30.1
|
|
|
16.4
|
|
|||
|
Amortization of original issue discount and debt issuance costs
|
7.9
|
|
|
9.1
|
|
|
9.3
|
|
|||
|
Loss on debt extinguishment
|
21.4
|
|
|
—
|
|
|
—
|
|
|||
|
Deferred taxes
|
(3.0
|
)
|
|
(6.8
|
)
|
|
(3.5
|
)
|
|||
|
Other
|
4.0
|
|
|
1.3
|
|
|
(0.1
|
)
|
|||
|
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
|
|
||||||
|
Accounts and other receivables
|
(1.2
|
)
|
|
1.8
|
|
|
(2.4
|
)
|
|||
|
Registry deposits
|
(0.9
|
)
|
|
(2.7
|
)
|
|
0.2
|
|
|||
|
Prepaid domain name registry fees
|
(30.7
|
)
|
|
(21.6
|
)
|
|
(29.2
|
)
|
|||
|
Prepaid expenses and other current assets
|
1.4
|
|
|
7.0
|
|
|
(11.7
|
)
|
|||
|
Other assets
|
(7.6
|
)
|
|
(6.6
|
)
|
|
1.5
|
|
|||
|
Accounts payable
|
13.5
|
|
|
8.5
|
|
|
1.9
|
|
|||
|
Accrued expenses and other current liabilities
|
9.5
|
|
|
(22.3
|
)
|
|
60.6
|
|
|||
|
Deferred revenue
|
165.6
|
|
|
166.4
|
|
|
169.1
|
|
|||
|
Other long-term liabilities
|
0.7
|
|
|
6.9
|
|
|
0.5
|
|
|||
|
Net cash provided by operating activities
|
259.4
|
|
|
180.6
|
|
|
153.3
|
|
|||
|
Investing activities
|
|
|
|
|
|
||||||
|
Purchases of short-term investments
|
(7.3
|
)
|
|
(9.0
|
)
|
|
(12.7
|
)
|
|||
|
Maturities of short-term investments
|
5.8
|
|
|
9.2
|
|
|
12.7
|
|
|||
|
Business acquisitions, net of cash acquired
|
(66.2
|
)
|
|
(40.7
|
)
|
|
(156.8
|
)
|
|||
|
Purchases of intangible assets
|
(23.5
|
)
|
|
—
|
|
|
—
|
|
|||
|
Purchases of property and equipment, excluding improvements
|
(45.3
|
)
|
|
(51.9
|
)
|
|
(42.7
|
)
|
|||
|
Purchases of leasehold and building improvements
|
(10.5
|
)
|
|
(16.0
|
)
|
|
(9.4
|
)
|
|||
|
Other investing activities, net
|
1.1
|
|
|
1.1
|
|
|
0.4
|
|
|||
|
Net cash used in investing activities
|
(145.9
|
)
|
|
(107.3
|
)
|
|
(208.5
|
)
|
|||
|
Financing activities
|
|
|
|
|
|
||||||
|
Proceeds received from:
|
|
|
|
|
|
||||||
|
Issuance of Class A common stock sold in initial public offering, net of offering costs
|
482.4
|
|
|
(1.8
|
)
|
|
—
|
|
|||
|
Option and warrant exercises and other
|
12.7
|
|
|
2.4
|
|
|
3.3
|
|
|||
|
Issuance of Class A common stock under employee stock purchase plan
|
11.5
|
|
|
—
|
|
|
—
|
|
|||
|
Term loan
|
—
|
|
|
263.8
|
|
|
100.0
|
|
|||
|
Revolving credit loan
|
—
|
|
|
75.0
|
|
|
—
|
|
|||
|
Payments made for:
|
|
|
|
|
|
||||||
|
Distributions to LLC Unit and option holders
|
(0.8
|
)
|
|
(349.0
|
)
|
|
—
|
|
|||
|
Repayment of senior note
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|||
|
Repayment of revolving credit loan
|
(75.0
|
)
|
|
—
|
|
|
—
|
|
|||
|
Repayment of term loan
|
(11.0
|
)
|
|
(7.6
|
)
|
|
(7.8
|
)
|
|||
|
Financing-related costs
|
(13.5
|
)
|
|
(8.4
|
)
|
|
(4.1
|
)
|
|||
|
Other financing obligations
|
(10.6
|
)
|
|
(4.1
|
)
|
|
(0.3
|
)
|
|||
|
Net cash provided by (used in) financing activities
|
95.7
|
|
|
(29.7
|
)
|
|
91.1
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
|
Net increase in cash and cash equivalents
|
209.0
|
|
|
43.6
|
|
|
35.9
|
|
|||
|
Cash and cash equivalents, beginning of period
|
139.0
|
|
|
95.4
|
|
|
59.5
|
|
|||
|
Cash and cash equivalents, end of period
|
$
|
348.0
|
|
|
$
|
139.0
|
|
|
$
|
95.4
|
|
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid during the period for:
|
|
|
|
|
|
||||||
|
Interest on long-term debt
|
$
|
59.1
|
|
|
$
|
75.4
|
|
|
$
|
61.8
|
|
|
Income taxes, net of refunds received
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
Supplemental information for non-cash investing and financing activities:
|
|
|
|
|
|
||||||
|
Fair value of contingent consideration in connection with business acquisitions
|
$
|
0.9
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
Accrued capital expenditures, excluding improvements, at period end
|
$
|
4.9
|
|
|
$
|
5.8
|
|
|
$
|
8.3
|
|
|
Accrued capital expenditures, leasehold and building improvements, at period end
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
1.3
|
|
|
Property and equipment acquired under capital leases
|
$
|
11.1
|
|
|
$
|
16.6
|
|
|
$
|
2.8
|
|
|
Building acquired under lease financing obligation
|
$
|
—
|
|
|
$
|
18.1
|
|
|
$
|
5.3
|
|
|
•
|
the amendment and restatement of Desert Newco’s limited liability company agreement (the New LLC Agreement) to, among other things, appoint us as sole managing member and reclassify all LLC Units as non-voting units;
|
|
•
|
the issuance of shares of Class B common stock to each of Desert Newco’s pre-IPO owners (the Continuing LLC Owners) on a one-to-one basis with the number of LLC Units owned; and
|
|
•
|
the acquisition, by merger, of
four
members of Desert Newco (the Reorganization Parties), for which we issued
38,826
shares of Class A common stock as consideration (the Investor Corp Mergers).
|
|
•
|
the determination of the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;
|
|
•
|
the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;
|
|
|
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||||
|
Land
|
|
Indefinite
|
|
$
|
9.0
|
|
|
$
|
9.0
|
|
|
Computer equipment
|
|
3 years
|
|
248.7
|
|
|
209.5
|
|
||
|
Buildings, including improvements
|
|
2-25 years
|
|
112.8
|
|
|
102.5
|
|
||
|
Software
|
|
3 years
|
|
28.5
|
|
|
24.6
|
|
||
|
Leasehold improvements
|
|
Lesser of useful life or remaining lease term
|
|
34.1
|
|
|
28.0
|
|
||
|
Other
|
|
1-7 years
|
|
9.8
|
|
|
7.6
|
|
||
|
Building acquired under lease financing obligation
|
|
40 years
|
|
18.1
|
|
|
18.1
|
|
||
|
Total property and equipment
|
|
|
|
461.0
|
|
|
399.3
|
|
||
|
Less accumulated depreciation and amortization
|
|
|
|
(236.0
|
)
|
|
(178.4
|
)
|
||
|
Property and equipment, net
|
|
|
|
$
|
225.0
|
|
|
$
|
220.9
|
|
|
|
|
|
Customer relationships acquired in the Merger
|
9 years
|
|
Customer relationships
|
1-5 years
|
|
Developed technology
|
1-7 years
|
|
Trade names
|
1-5 years
|
|
Other
|
3 years
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Expected term (in years)
|
6.3
|
|
|
6.5
|
|
|
6.5
|
|
|
Expected volatility
|
39.1
|
%
|
|
42.2
|
%
|
|
43.9
|
%
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Risk-free interest rate
|
1.7
|
%
|
|
1.9
|
%
|
|
1.2
|
%
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
|
Reverse repurchase agreements
|
$
|
—
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
40.0
|
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
|
Certificates of deposit
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||
|
Total assets measured and recorded at fair value
|
$
|
4.5
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
44.5
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
|
Bank time deposit
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
Total assets measured and recorded at fair value
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
Balance at December 31, 2013
|
$
|
1,627.6
|
|
|
Goodwill related to acquisitions
|
33.6
|
|
|
|
Balance at December 31, 2014
|
1,661.2
|
|
|
|
Goodwill related to acquisitions
|
2.2
|
|
|
|
Balance at December 31, 2015
|
$
|
1,663.4
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Domains Sold
|
|
Net Carrying
Amount
|
||||||||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
|
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
n/a
|
|
|
$
|
445.0
|
|
||
|
Domain portfolio
|
61.2
|
|
|
n/a
|
|
|
$
|
(3.7
|
)
|
|
57.5
|
|
|||
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
|
Customer-related
|
361.2
|
|
|
$
|
(196.8
|
)
|
|
n/a
|
|
|
164.4
|
|
|||
|
Developed technology
|
210.1
|
|
|
(148.0
|
)
|
|
n/a
|
|
|
62.1
|
|
||||
|
Trade names
|
11.2
|
|
|
(5.2
|
)
|
|
n/a
|
|
|
6.0
|
|
||||
|
Other
|
1.1
|
|
|
(0.8
|
)
|
|
n/a
|
|
|
0.3
|
|
||||
|
|
$
|
1,089.8
|
|
|
$
|
(350.8
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
735.3
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
$
|
445.0
|
|
|
|
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Customer-related
|
336.9
|
|
|
$
|
(143.1
|
)
|
|
193.8
|
|
||
|
Developed technology
|
209.5
|
|
|
(107.4
|
)
|
|
102.1
|
|
|||
|
Trade names
|
10.9
|
|
|
(2.8
|
)
|
|
8.1
|
|
|||
|
Other
|
1.1
|
|
|
(0.4
|
)
|
|
0.7
|
|
|||
|
|
$
|
1,003.4
|
|
|
$
|
(253.7
|
)
|
|
$
|
749.7
|
|
|
Year Ending December 31:
|
|
||
|
2016
|
$
|
89.1
|
|
|
2017
|
52.8
|
|
|
|
2018
|
44.6
|
|
|
|
2019
|
25.9
|
|
|
|
2020
|
20.4
|
|
|
|
Thereafter
|
—
|
|
|
|
|
$
|
232.8
|
|
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value ($)
|
|
Weighted-
Average
Exercise
Price ($)
|
|
Weighted-
Average
Remaining
Contractual
Life
(in years)
|
|
Aggregate
Intrinsic
Value ($)
|
|||||||
|
Outstanding at December 31, 2012
|
|
16,288
|
|
|
|
|
$
|
5.27
|
|
|
|
|
|
||||
|
Grants, including 167 assumed in acquisitions
|
|
10,777
|
|
|
$
|
4.98
|
|
|
8.32
|
|
|
|
|
|
|||
|
Exercises
|
|
(228
|
)
|
|
|
|
5.09
|
|
|
|
|
|
|||||
|
Forfeitures
|
|
(1,032
|
)
|
|
|
|
7.93
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2013
|
|
25,805
|
|
|
|
|
6.42
|
|
|
|
|
|
|||||
|
Grants
|
|
4,787
|
|
|
7.83
|
|
|
16.70
|
|
|
|
|
|
||||
|
Exercises
|
|
(1,760
|
)
|
|
|
|
4.26
|
|
|
|
|
|
|||||
|
Forfeitures
|
|
(2,180
|
)
|
|
|
|
8.14
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2014
|
|
26,652
|
|
|
|
|
8.27
|
|
|
|
|
|
|||||
|
Grants
|
|
3,926
|
|
|
9.77
|
|
|
23.66
|
|
|
|
|
|
||||
|
Exercises
|
|
(1,749
|
)
|
|
|
|
7.65
|
|
|
|
|
|
|||||
|
Forfeitures
|
|
(1,410
|
)
|
|
|
|
13.47
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2015
|
|
27,419
|
|
|
|
|
10.25
|
|
|
6.9
|
|
$
|
598.3
|
|
|||
|
Vested at December 31, 2015
|
|
13,655
|
|
|
|
|
6.07
|
|
|
5.8
|
|
354.9
|
|
||||
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Current:
|
|
|
|
||||
|
Domains
|
$
|
497.2
|
|
|
$
|
462.9
|
|
|
Hosting and presence
|
330.8
|
|
|
283.4
|
|
||
|
Business applications
|
109.7
|
|
|
75.1
|
|
||
|
|
$
|
937.7
|
|
|
$
|
821.4
|
|
|
Noncurrent:
|
|
|
|
||||
|
Domains
|
$
|
288.5
|
|
|
$
|
266.8
|
|
|
Hosting and presence
|
149.7
|
|
|
131.5
|
|
||
|
Business applications
|
40.3
|
|
|
30.9
|
|
||
|
|
$
|
478.5
|
|
|
$
|
429.2
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Accrued payroll and employee benefits
|
$
|
64.7
|
|
|
$
|
55.3
|
|
|
Current portion of capital lease obligation
|
12.0
|
|
|
6.6
|
|
||
|
Accrued marketing and advertising expenses
|
10.7
|
|
|
13.3
|
|
||
|
Accrued indirect tax liabilities
|
7.1
|
|
|
5.9
|
|
||
|
Transaction-based taxes payable
|
4.3
|
|
|
3.4
|
|
||
|
Accrued other
|
28.2
|
|
|
30.0
|
|
||
|
|
$
|
127.0
|
|
|
$
|
114.5
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Term Loan due May 13, 2021 (effective interest rate of 5.1% at December 31, 2015 and 5.2% at December 31, 2014)
|
$
|
1,083.5
|
|
|
$
|
1,094.5
|
|
|
9% Note payable to Holdings (Senior Note)
|
—
|
|
|
300.0
|
|
||
|
Revolving Credit Loan due May 13, 2019 (effective interest rate of 4.0% at December 31, 2014)
|
—
|
|
|
75.0
|
|
||
|
Total
|
1,083.5
|
|
|
1,469.5
|
|
||
|
Less unamortized original issue discounts on long-term debt
(1)
|
(36.8
|
)
|
|
(50.6
|
)
|
||
|
Less unamortized debt issuance costs
(1)
|
(2.7
|
)
|
|
(4.1
|
)
|
||
|
Less current portion of long-term debt
|
(4.2
|
)
|
|
(4.4
|
)
|
||
|
|
$
|
1,039.8
|
|
|
$
|
1,410.4
|
|
|
|
|
|||
|
(1)
|
Original issue discounts and debt issuance costs are amortized to interest expense over the life of the related debt instruments using the effective interest method.
|
|
Year Ending December 31:
|
|
||
|
2016
|
$
|
11.0
|
|
|
2017
|
11.0
|
|
|
|
2018
|
11.0
|
|
|
|
2019
|
11.0
|
|
|
|
2020
|
11.0
|
|
|
|
Thereafter
|
1,028.5
|
|
|
|
|
$
|
1,083.5
|
|
|
Year Ending December 31:
|
|
||
|
2016
|
$
|
3.2
|
|
|
2017
|
3.2
|
|
|
|
2018
|
3.2
|
|
|
|
2019
|
3.2
|
|
|
|
2020
|
3.5
|
|
|
|
Thereafter
|
15.7
|
|
|
|
|
$
|
32.0
|
|
|
Year Ending December 31:
|
|
Capital
Leases |
|
Operating
Leases |
||||
|
2016
|
|
$
|
12.4
|
|
|
$
|
40.1
|
|
|
2017
|
|
4.5
|
|
|
21.4
|
|
||
|
2018
|
|
0.3
|
|
|
14.8
|
|
||
|
2019
|
|
—
|
|
|
9.9
|
|
||
|
2020
|
|
—
|
|
|
8.2
|
|
||
|
Thereafter
|
|
—
|
|
|
34.8
|
|
||
|
Total minimum payments
|
|
17.2
|
|
|
$
|
129.2
|
|
|
|
Less: amount representing interest
|
|
(0.4
|
)
|
|
|
|||
|
Capital lease obligation
|
|
$
|
16.8
|
|
|
|
||
|
Year Ending December 31:
|
|
||
|
2016
|
$
|
10.9
|
|
|
2017
|
3.2
|
|
|
|
2018
|
0.1
|
|
|
|
Thereafter
|
—
|
|
|
|
Total minimum payments
|
$
|
14.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
U.S. loss before tax
|
$
|
(121.2
|
)
|
|
$
|
(149.0
|
)
|
|
$
|
(203.4
|
)
|
|
Foreign income before tax
|
0.6
|
|
|
2.9
|
|
|
2.4
|
|
|||
|
Loss before income taxes
|
$
|
(120.6
|
)
|
|
$
|
(146.1
|
)
|
|
$
|
(201.0
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
State
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
|
Foreign
|
(2.4
|
)
|
|
(3.6
|
)
|
|
(1.9
|
)
|
|||
|
|
(2.8
|
)
|
|
(4.0
|
)
|
|
(2.0
|
)
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
2.4
|
|
|
4.9
|
|
|
2.9
|
|
|||
|
State
|
0.4
|
|
|
1.7
|
|
|
0.4
|
|
|||
|
Foreign
|
0.2
|
|
|
0.2
|
|
|
(0.2
|
)
|
|||
|
|
3.0
|
|
|
6.8
|
|
|
3.1
|
|
|||
|
Benefit for income taxes
|
$
|
0.2
|
|
|
$
|
2.8
|
|
|
$
|
1.1
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Expected benefit at federal statutory tax rate (35% for 2015, 34% for 2014 and 2013)
|
$
|
42.2
|
|
|
$
|
49.7
|
|
|
$
|
68.3
|
|
|
Effect of rates due to pass-through entities
|
—
|
|
|
(45.8
|
)
|
|
(66.0
|
)
|
|||
|
Income of non-controlling interest
|
(15.6
|
)
|
|
—
|
|
|
—
|
|
|||
|
Foreign earnings taxed at lower rates
|
(2.2
|
)
|
|
(2.5
|
)
|
|
(1.8
|
)
|
|||
|
State taxes, net of federal benefit
|
5.4
|
|
|
1.5
|
|
|
0.4
|
|
|||
|
Effect of rates different than statutory
|
2.8
|
|
|
—
|
|
|
—
|
|
|||
|
Other
|
(0.7
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
|||
|
Valuation allowance
|
(31.7
|
)
|
|
—
|
|
|
—
|
|
|||
|
Benefit for income taxes
|
$
|
0.2
|
|
|
$
|
2.8
|
|
|
$
|
1.1
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Deferred tax assets:
|
|
|
|
||||
|
Net operating losses
|
$
|
131.9
|
|
|
$
|
13.9
|
|
|
Credits and incentives
|
2.6
|
|
|
0.3
|
|
||
|
Employee compensation
|
0.5
|
|
|
0.7
|
|
||
|
Depreciation
|
0.3
|
|
|
0.1
|
|
||
|
Investment in Desert Newco
|
4.7
|
|
|
—
|
|
||
|
Other
|
0.7
|
|
|
0.9
|
|
||
|
Valuation allowance
|
(126.9
|
)
|
|
—
|
|
||
|
Total deferred tax assets
|
13.8
|
|
|
15.9
|
|
||
|
Deferred tax liabilities:
|
|
|
|
||||
|
Identified intangible assets
|
(8.4
|
)
|
|
(13.5
|
)
|
||
|
Total deferred tax liabilities
|
(8.4
|
)
|
|
(13.5
|
)
|
||
|
Net deferred tax assets
|
$
|
5.4
|
|
|
$
|
2.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Numerator:
|
|
|
|
|
|
||||||
|
Net loss
|
$
|
(120.4
|
)
|
|
$
|
(143.3
|
)
|
|
$
|
(199.9
|
)
|
|
Less: net loss attributable to non-controlling interests
|
(73.0
|
)
|
|
(100.1
|
)
|
|
(138.6
|
)
|
|||
|
Net loss attributable to GoDaddy Inc.
|
$
|
(47.4
|
)
|
|
$
|
(43.2
|
)
|
|
$
|
(61.3
|
)
|
|
|
|
|
|
|
|
||||||
|
Denominator:
|
|
|
|
|
|
||||||
|
Weighted-average shares of Class A common stock outstanding—basic
|
58,676
|
|
|
38,826
|
|
|
38,826
|
|
|||
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Weighted-average shares of Class A common stock outstanding—diluted
|
58,676
|
|
|
38,826
|
|
|
38,826
|
|
|||
|
|
|
|
|
|
|
||||||
|
Net loss per share of Class A common stock—basic and diluted
|
$
|
(0.81
|
)
|
|
$
|
(1.11
|
)
|
|
$
|
(1.58
|
)
|
|
|
December 31,
|
||||
|
|
2015
|
|
2014
(1)
|
||
|
Class A common stock
|
67,083
|
|
|
38,826
|
|
|
Class B common stock
|
90,398
|
|
|
90,177
|
|
|
|
157,481
|
|
|
129,003
|
|
|
|
|
|||
|
(1)
|
Shares for December 31, 2014 have been retrospectively adjusted to give effect to the Reorganization Transactions.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
U.S.
|
$
|
1,192.6
|
|
|
$
|
1,038.8
|
|
|
$
|
862.8
|
|
|
International
|
414.7
|
|
|
348.5
|
|
|
268.0
|
|
|||
|
|
$
|
1,607.3
|
|
|
$
|
1,387.3
|
|
|
$
|
1,130.8
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Principal
|
$
|
5.3
|
|
|
$
|
0.2
|
|
|
$
|
16.7
|
|
|
Interest and other fees
|
1.4
|
|
|
1.5
|
|
|
1.5
|
|
|||
|
Debt financing fees
|
—
|
|
|
0.7
|
|
|
0.5
|
|
|||
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Interest on the Senior Note
|
$
|
9.2
|
|
|
$
|
27.0
|
|
|
$
|
27.0
|
|
|
Principal payments under the Credit Facility
|
—
|
|
|
—
|
|
|
49.5
|
|
|||
|
Interest and other fees under the Credit Facility
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
Jun. 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
Jun. 30, 2014
|
|
Mar. 31, 2014
|
||||||||||||||||
|
Total revenue
|
$
|
425.4
|
|
|
$
|
411.1
|
|
|
$
|
394.5
|
|
|
$
|
376.3
|
|
|
$
|
371.7
|
|
|
$
|
356.9
|
|
|
$
|
338.5
|
|
|
$
|
320.2
|
|
|
Operating income (loss)
|
$
|
12.8
|
|
|
$
|
10.3
|
|
|
$
|
(33.6
|
)
|
|
$
|
(20.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(34.1
|
)
|
|
Net loss
|
$
|
(0.5
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(71.3
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(27.6
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
(51.3
|
)
|
|
Net income (loss) attributable to GoDaddy Inc.
|
$
|
0.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
(29.8
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(27.6
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
(51.3
|
)
|
|
Net income (loss) per share of Class A common stock—basic and diluted
|
$
|
0.00
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.40
|
)
|
|
|
|
GODADDY INC.
|
|
|
|
|
|
Date:
|
March 2, 2016
|
/s/ Blake J. Irving
|
|
|
|
Blake J. Irving
|
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
/s/ Blake J. Irving
|
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
March 2, 2016
|
|
|
Blake J. Irving
|
|
|
|
||
|
/s/ Scott W. Wagner
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
March 2, 2016
|
|
|
Scott W. Wagner
|
|
|
|
||
|
/s/ Matthew B. Kelpy
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
March 2, 2016
|
|
|
Matthew B. Kelpy
|
|
|
|
||
|
/s/ Bob Parsons
|
|
Director
|
|
March 2, 2016
|
|
|
Bob Parsons
|
|
|
|
||
|
/s/ Herald Y. Chen
|
|
Director
|
|
March 2, 2016
|
|
|
Herald Y. Chen
|
|
|
|
||
|
/s/ Richard H. Kimball
|
|
Director
|
|
March 2, 2016
|
|
|
Richard H. Kimball
|
|
|
|
||
|
/s/ Gregory K. Mondre
|
|
Director
|
|
March 2, 2016
|
|
|
Gregory K. Mondre
|
|
|
|
||
|
/s/ John I. Park
|
|
Director
|
|
March 2, 2016
|
|
|
John I. Park
|
|
|
|
||
|
/s/ Elizabeth S. Rafael
|
|
Director
|
|
March 2, 2016
|
|
|
Elizabeth S. Rafael
|
|
|
|
||
|
/s/ Charles J. Robel
|
|
Director
|
|
March 2, 2016
|
|
|
Charles J. Robel
|
|
|
|
||
|
/s/ Lee Wittlinger
|
|
Director
|
|
March 2, 2016
|
|
|
Lee Wittlinger
|
|
|
|
||
|
|
|
|
|
Incorporated by Reference
|
|||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
2.1
|
|
Reorganization Agreement dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein
|
|
8-K
|
001-36904
|
2.1
|
4/6/2015
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant
|
|
8-K
|
001-36904
|
3.1
|
4/6/2015
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
001-36904
|
3.2
|
4/6/2015
|
|
4.1
|
|
Form of common stock certificate of the Registrant
|
|
S-1/A
|
333-196615
|
4.1
|
3/19/2015
|
|
4.2
+
|
|
GoDaddy Inc. 2015 Equity Incentive Plan, and form of agreements thereunder
|
|
S-8
|
333-203166
|
4.2
|
4/1/2015
|
|
4.3
+
|
|
GoDaddy Inc. 2015 Employee Stock Purchase Plan
|
|
S-8
|
333-203166
|
4.3
|
4/1/2015
|
|
4.4
+
|
|
Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder
|
|
S-8
|
333-203166
|
4.4
|
4/1/2015
|
|
4.5
+
|
|
Locu, Inc. Amended and Restated 2011 Equity Incentive Plan, and form of agreements thereunder
|
|
S-1/A
|
333-196615
|
10.10
|
2/13/2015
|
|
4.6
+
|
|
Bootstrap, Inc. 2008 Stock Plan, and form of agreements thereunder
|
|
S-1/A
|
333-196615
|
10.11
|
2/13/2015
|
|
4.7
+
|
|
The Go Daddy Group, Inc. 2006 Equity Incentive Plan
|
|
S-1/A
|
333-196615
|
10.28
|
3/19/2015
|
|
10.1
|
|
Third Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein
|
|
8-K
|
001-36904
|
10.1
|
4/6/2015
|
|
10.2
|
|
Exchange Agreement, dated as of March 31, 2015, by and among Desert Newco, LLC, GoDaddy Inc. and the other parties named therein
|
|
8-K
|
001-36904
|
10.2
|
4/6/2015
|
|
10.3
|
|
Amended and Restated Registration Rights Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein
|
|
8-K
|
001-36904
|
10.3
|
4/6/2015
|
|
10.4
|
|
Stockholder Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco and the other parties named therein
|
|
8-K
|
001-36904
|
10.4
|
4/6/2015
|
|
10.5
|
|
Tax Receivable Agreement (Exchanges) dated as of March 31, 2015, by and among GoDaddy Inc. and the persons named therein
|
|
8-K
|
001-36904
|
10.5
|
4/6/2015
|
|
10.6
|
|
Tax Receivable Agreement (KKR Co-Invest Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and GDG Co-Invest Blocker L.P.
|
|
8-K
|
001-36904
|
10.6
|
4/6/2015
|
|
10.7
|
|
Tax Receivable Agreement (KKR Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and KKR 2006 GDG Blocker L.P.
|
|
8-K
|
001-36904
|
10.7
|
4/6/2015
|
|
10.8
|
|
Tax Receivable Agreement (SLP Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and SLP III Kingdom Feeder I, L.P.
|
|
8-K
|
001-36904
|
10.8
|
4/6/2015
|
|
10.9
|
|
Tax Receivable Agreement (TCV Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and TCV VII (A) L.P.
|
|
8-K
|
001-36904
|
10.9
|
4/6/2015
|
|
10.10
|
|
Transaction and Monitoring Fee Agreement, dated December 16, 2011, by and between Go Daddy Operating Company, LLC, Kohlberg Kravis Roberts & Co. L.P., Silver Lake Management Company III, and TCV VII Management, LLC
|
|
S-1/A
|
333-196615
|
10.12
|
2/24/2015
|
|
10.11
|
|
Restated and Amended Executive Chairman Services Agreement, dated March 4, 2015, by and between Desert Newco, LLC and Bob Parsons
|
|
S-1/A
|
333-196615
|
10.13
|
3/19/2015
|
|
10.12
|
|
Amendment No. 4 to Credit Agreement, including as Annex A, the First Amended and Restated Credit Agreement, dated as of May 13, 2014, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, Barclays Bank PLC, Deutsche Bank Securities Inc., RBC Capital Markets, KKR Capital Markets LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., and Citigroup Global Markets, Inc.
|
|
S-1/A
|
333-196615
|
10.14
|
2/13/15
|
|
|
|
|
|
Incorporated by Reference
|
|||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
10.13
|
|
Indenture, dated as of December 16, 2011, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, The Go Daddy Group, Inc. and the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Supplemental Indenture dated May 13, 2014
|
|
S-1/A
|
333-196615
|
10.15
|
2/13/2015
|
|
10.14
|
|
Registrar Accreditation Agreement, dated July 14, 2013, by and between GoDaddy.com, LLC and Internet Corporation for Assigned Names and Numbers
|
|
S-1
|
333-196615
|
10.16
|
6/9/2014
|
|
10.15
|
|
.COM Registry-Registrar Agreement, dated July 5, 2012, by and between GoDaddy.com, LLC and VeriSign, Inc.
|
|
S-1
|
333-196615
|
10.17
|
6/9/2014
|
|
10.16
|
|
Agreement, dated as of August 1, 2014, by and between The Go Daddy Group, Inc. and Desert Newco, LLC, and certain other parties named therein
|
|
S-1/A
|
333-196615
|
10.18
|
8/14/2014
|
|
10.17
+
|
|
Annual Bonus Plan for 2013 and 2014
|
|
S-1/A
|
333-196615
|
10.19
|
2/24/2015
|
|
10.18
|
|
Form of Indemnification Agreement
|
|
S-1/A
|
333-196615
|
10.20
|
2/24/2015
|
|
10.19
+
|
|
Executive Incentive Compensation Plan
|
|
S-1/A
|
333-196615
|
10.22
|
2/24/2015
|
|
10.20
+
|
|
Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and Blake Irving
|
|
S-1/A
|
333-196615
|
10.23
|
2/24/2015
|
|
10.21
+
|
|
Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and Scott Wagner
|
|
S-1/A
|
333-196615
|
10.24
|
3/19/2015
|
|
10.22
+
|
|
Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and Arne Josefsberg
|
|
S-1/A
|
333-196615
|
10.25
|
2/24/2015
|
|
10.23
+
|
|
Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and Elissa Murphy
|
|
S-1/A
|
333-196615
|
10.26
|
2/24/2015
|
|
10.24
+
|
|
Offer Letter, dated October 8, 2014, by and between GoDaddy Inc. and Matthew B. Kelpy
|
|
S-1/A
|
333-196615
|
10.27
|
2/24/2015
|
|
21.1
|
|
List of subsidiaries of the Registrant
|
|
S-1
|
333-196615
|
21.1
|
6/9/2014
|
|
23.1
*
|
|
Consent of independent registered public accounting firm
|
|
|
|
|
|
|
24.1
*
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
|
|
|
|
|
|
|
31.1
*
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
31.2
*
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
**
|
|
Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
+
|
|
Indicates management contract or compensatory plan or arrangement.
|
|
*
|
|
Filed herewith.
|
|
**
|
|
The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GoDaddy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|