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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer (Do not check if a smaller reporting company)
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☐
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Smaller reporting company
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☐
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Page
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•
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our ability to continue to add new customers and increase sales to our existing customers;
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•
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our ability to develop new solutions and bring them to market in a timely manner;
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•
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our ability to timely and effectively scale and adapt our existing solutions;
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•
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our dependence on establishing and maintaining a strong brand;
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•
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the occurrence of service interruptions and security or privacy breaches;
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•
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system failures or capacity constraints;
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•
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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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•
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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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•
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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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•
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our ability to provide high quality Customer Care;
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•
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the effects of increased competition in our markets and our ability to compete effectively;
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•
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our ability to grow internationally;
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•
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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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•
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our ability to effectively manage our growth and associated investments;
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•
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our ability to integrate recent or potential future acquisitions;
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•
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our ability to maintain our relationships with our partners;
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•
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adverse consequences of our substantial level of indebtedness;
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•
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our ability to maintain, protect and enhance our intellectual property;
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•
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our ability to maintain or improve our market share;
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•
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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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•
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beliefs and objectives for future operations;
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•
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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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•
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economic and industry trends or trend analysis;
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•
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the attraction and retention of qualified employees and key personnel;
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•
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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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•
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the future trading prices of our Class A common stock;
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September 30,
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December 31,
|
||||
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2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
556.2
|
|
|
$
|
348.0
|
|
Short-term investments
|
9.6
|
|
|
4.5
|
|
||
Accounts and other receivables
|
10.8
|
|
|
4.8
|
|
||
Registry deposits
|
21.6
|
|
|
18.7
|
|
||
Prepaid domain name registry fees
|
311.1
|
|
|
292.6
|
|
||
Prepaid expenses and other current assets
|
31.3
|
|
|
25.3
|
|
||
Total current assets
|
940.6
|
|
|
693.9
|
|
||
Property and equipment, net
|
230.8
|
|
|
225.0
|
|
||
Prepaid domain name registry fees, net of current portion
|
171.8
|
|
|
163.7
|
|
||
Goodwill
|
1,678.1
|
|
|
1,663.4
|
|
||
Intangible assets, net
|
705.5
|
|
|
735.3
|
|
||
Other assets
|
6.6
|
|
|
12.1
|
|
||
Deferred tax assets
|
7.8
|
|
|
5.4
|
|
||
Total assets
|
$
|
3,741.2
|
|
|
$
|
3,498.8
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
63.2
|
|
|
$
|
39.4
|
|
Accrued expenses and other current liabilities
|
124.6
|
|
|
127.0
|
|
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Payable to related parties for tax distributions
|
—
|
|
|
5.3
|
|
||
Deferred revenue
|
1,043.3
|
|
|
937.7
|
|
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Long-term debt
|
4.1
|
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|
4.2
|
|
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Total current liabilities
|
1,235.2
|
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|
1,113.6
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Deferred revenue, net of current portion
|
528.4
|
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478.5
|
|
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Long-term debt, net of current portion
|
1,036.7
|
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|
1,039.8
|
|
||
Payable to related parties pursuant to tax receivable agreements, net of current portion
|
199.5
|
|
|
151.6
|
|
||
Other long-term liabilities
|
39.1
|
|
|
34.3
|
|
||
Commitments and contingencies
|
|
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|
||||
Stockholders' equity:
|
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|
||||
Preferred stock, $0.001 par value - 50,000 shares authorized; none issued and outstanding
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—
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—
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Class A common stock, $0.001 par value - 1,000,000 shares authorized; 86,413 and 67,083 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
0.1
|
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0.1
|
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Class B common stock, $0.001 par value - 500,000 shares authorized; 78,921 and 90,398 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
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0.1
|
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0.1
|
|
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Additional paid-in capital
|
548.0
|
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|
454.6
|
|
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Accumulated deficit
|
(46.8
|
)
|
|
(32.2
|
)
|
||
Accumulated other comprehensive income
|
2.7
|
|
|
3.2
|
|
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Total stockholders' equity attributable to GoDaddy Inc.
|
504.1
|
|
|
425.8
|
|
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Non-controlling interests
|
198.2
|
|
|
255.2
|
|
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Total stockholders' equity
|
702.3
|
|
|
681.0
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,741.2
|
|
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$
|
3,498.8
|
|
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2016
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2015
|
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2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Domains
|
$
|
236.6
|
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$
|
215.0
|
|
|
$
|
685.3
|
|
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$
|
622.7
|
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Hosting and presence
|
174.1
|
|
|
150.8
|
|
|
502.0
|
|
|
436.5
|
|
||||
Business applications
|
61.4
|
|
|
45.3
|
|
|
174.7
|
|
|
122.7
|
|
||||
Total revenue
|
472.1
|
|
|
411.1
|
|
|
1,362.0
|
|
|
1,181.9
|
|
||||
Costs and operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
169.2
|
|
|
144.0
|
|
|
485.7
|
|
|
420.9
|
|
||||
Technology and development
|
72.3
|
|
|
67.3
|
|
|
214.2
|
|
|
201.2
|
|
||||
Marketing and advertising
|
53.4
|
|
|
49.3
|
|
|
170.9
|
|
|
150.8
|
|
||||
Customer care
|
59.8
|
|
|
54.8
|
|
|
183.6
|
|
|
167.2
|
|
||||
General and administrative
|
52.8
|
|
|
44.2
|
|
|
153.8
|
|
|
168.6
|
|
||||
Depreciation and amortization
|
43.4
|
|
|
40.6
|
|
|
121.6
|
|
|
116.4
|
|
||||
Total costs and operating expenses
|
450.9
|
|
|
400.2
|
|
|
1,329.8
|
|
|
1,225.1
|
|
||||
Operating income (loss)
|
21.2
|
|
|
10.9
|
|
|
32.2
|
|
|
(43.2
|
)
|
||||
Interest expense
|
(14.4
|
)
|
|
(14.6
|
)
|
|
(43.0
|
)
|
|
(54.7
|
)
|
||||
Tax receivable agreements liability adjustment
|
1.3
|
|
|
(0.6
|
)
|
|
(9.4
|
)
|
|
(0.6
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||
Other income (expense), net
|
(0.7
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
0.7
|
|
||||
Income (loss) before income taxes
|
7.4
|
|
|
(4.3
|
)
|
|
(21.0
|
)
|
|
(119.2
|
)
|
||||
Benefit (provision) for income taxes
|
0.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
||||
Net income (loss)
|
8.3
|
|
|
(5.2
|
)
|
|
(21.1
|
)
|
|
(119.9
|
)
|
||||
Less: net income (loss) attributable to non-controlling interests
|
3.5
|
|
|
(2.7
|
)
|
|
(6.5
|
)
|
|
(44.2
|
)
|
||||
Net income (loss) attributable to GoDaddy Inc.
|
$
|
4.8
|
|
|
$
|
(2.5
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(75.7
|
)
|
Net income (loss) per share of Class A common stock
(2)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.82
|
)
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.82
|
)
|
Weighted-average shares of Class A common stock outstanding
(2)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
83,733
|
|
|
64,999
|
|
|
77,170
|
|
|
56,153
|
|
||||
Diluted
|
96,743
|
|
|
64,999
|
|
|
77,170
|
|
|
56,153
|
|
||||
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows: |
|
|
|||||||||||||
Technology and development
|
$
|
7.0
|
|
|
$
|
4.4
|
|
|
$
|
16.9
|
|
|
$
|
12.5
|
|
Marketing and advertising
|
2.3
|
|
|
1.5
|
|
|
5.8
|
|
|
4.5
|
|
||||
Customer care
|
1.6
|
|
|
0.9
|
|
|
3.0
|
|
|
2.1
|
|
||||
General and administrative
|
6.6
|
|
|
3.2
|
|
|
14.6
|
|
|
9.4
|
|
(2)
|
Amounts for periods prior to our initial public offering (IPO) have been retrospectively adjusted to give effect to the pre-IPO organizational transactions. The prior period amounts do not consider the 26,000 shares of Class A common stock sold in our IPO. See Note
12.
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
||||||||||||||||||||
Balance at
December 31, 2015 |
67,083
|
|
|
$
|
0.1
|
|
|
90,398
|
|
|
$
|
0.1
|
|
|
$
|
454.6
|
|
|
$
|
(32.2
|
)
|
|
$
|
3.2
|
|
|
$
|
255.2
|
|
|
$
|
681.0
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
(21.1
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.3
|
|
|||||||
Stock option and warrant exercises
|
7,853
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78.1
|
|
|
—
|
|
|
—
|
|
|
(32.2
|
)
|
|
45.9
|
|
|||||||
Effect of exchanges of LLC Units
|
11,477
|
|
|
—
|
|
|
(11,477
|
)
|
|
—
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|||||||
Liability pursuant to the tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|||||||
Distributions to holders of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||||
Balance at
September 30, 2016 |
86,413
|
|
|
$
|
0.1
|
|
|
78,921
|
|
|
$
|
0.1
|
|
|
$
|
548.0
|
|
|
$
|
(46.8
|
)
|
|
$
|
2.7
|
|
|
$
|
198.2
|
|
|
$
|
702.3
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(21.1
|
)
|
|
$
|
(119.9
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
121.6
|
|
|
116.4
|
|
||
Equity-based compensation
|
40.3
|
|
|
28.5
|
|
||
Loss on debt extinguishment
|
—
|
|
|
21.4
|
|
||
Other
|
13.4
|
|
|
7.5
|
|
||
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
Registry deposits
|
(2.9
|
)
|
|
(3.4
|
)
|
||
Prepaid domain name registry fees
|
(26.6
|
)
|
|
(32.5
|
)
|
||
Deferred revenue
|
156.6
|
|
|
161.9
|
|
||
Other operating assets and liabilities
|
16.1
|
|
|
18.2
|
|
||
Net cash provided by operating activities
|
297.4
|
|
|
198.1
|
|
||
Investing activities
|
|
|
|
||||
Purchases of short-term investments
|
(10.5
|
)
|
|
(7.3
|
)
|
||
Maturities of short-term investments
|
5.4
|
|
|
4.9
|
|
||
Business acquisitions, net of cash acquired
|
(57.9
|
)
|
|
(30.7
|
)
|
||
Purchases of intangible assets
|
—
|
|
|
(22.5
|
)
|
||
Purchases of property and equipment, excluding improvements
|
(37.8
|
)
|
|
(31.3
|
)
|
||
Purchases of leasehold and building improvements
|
(5.0
|
)
|
|
(3.0
|
)
|
||
Other investing activities, net
|
—
|
|
|
1.1
|
|
||
Net cash used in investing activities
|
(105.8
|
)
|
|
(88.8
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds received from:
|
|
|
|
||||
Issuance of Class A common stock sold in IPO, net of offering costs
|
—
|
|
|
482.4
|
|
||
Stock option and warrant exercises
|
45.9
|
|
|
1.2
|
|
||
Payments made for:
|
|
|
|
||||
Distributions to holders of LLC Units
|
(10.8
|
)
|
|
—
|
|
||
Repayment of senior note
|
—
|
|
|
(300.0
|
)
|
||
Repayment of revolving credit loan
|
—
|
|
|
(75.0
|
)
|
||
Repayment of term loan
|
(8.2
|
)
|
|
(8.2
|
)
|
||
Financing-related costs
|
—
|
|
|
(13.5
|
)
|
||
Contingent consideration for business acquisitions
|
(1.5
|
)
|
|
—
|
|
||
Capital leases and other financing obligations
|
(8.8
|
)
|
|
(7.4
|
)
|
||
Net cash provided by financing activities
|
16.6
|
|
|
79.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(0.1
|
)
|
||
Net increase in cash and cash equivalents
|
208.2
|
|
|
188.7
|
|
||
Cash and cash equivalents, beginning of period
|
348.0
|
|
|
139.0
|
|
||
Cash and cash equivalents, end of period
|
$
|
556.2
|
|
|
$
|
327.7
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest on long-term debt
|
$
|
35.0
|
|
|
$
|
47.3
|
|
Income taxes, net of refunds received
|
$
|
2.7
|
|
|
$
|
1.6
|
|
Supplemental information for non-cash investing and financing activities:
|
|
|
|
||||
Fair value of contingent consideration in connection with business acquisitions
|
$
|
1.0
|
|
|
$
|
0.9
|
|
Accrued capital expenditures, excluding improvements, at period end
|
$
|
12.8
|
|
|
$
|
5.0
|
|
Accrued capital expenditures, leasehold and building improvements, at period end
|
$
|
0.7
|
|
|
$
|
0.6
|
|
Property and equipment acquired under capital leases
|
$
|
7.0
|
|
|
$
|
11.1
|
|
•
|
the determination of the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;
|
•
|
the fair value of assets acquired and liabilities assumed in business acquisitions;
|
•
|
the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;
|
•
|
the estimated reserve for refunds;
|
•
|
the estimated useful lives of intangible and depreciable assets;
|
•
|
the grant date fair value of equity-based awards;
|
•
|
the recognition, measurement and valuation of current and deferred income taxes;
|
•
|
the recognition and measurement of amounts payable under tax receivable agreements;
|
•
|
the recognition and measurement of amounts payable as tax distributions to Desert Newco's owners; and
|
•
|
the recognition and measurement of loss contingencies, indirect tax liabilities and certain accrued liabilities.
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements
(1)
|
$
|
—
|
|
|
$
|
135.0
|
|
|
$
|
—
|
|
|
$
|
135.0
|
|
Commercial paper
|
—
|
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit and time deposits
|
9.6
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
||||
Total assets measured and recorded at fair value
|
$
|
9.6
|
|
|
$
|
185.0
|
|
|
$
|
—
|
|
|
$
|
194.6
|
|
|
|
(1)
|
Reverse repurchase agreements include an
$80.0 million
repurchase agreement with Morgan Stanley, callable with
31
days notice, and a
$55.0 million
one-week repurchase agreement with Wells Fargo.
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements
(1)
|
$
|
—
|
|
|
$
|
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
|
|
|
|
(1)
|
Reverse repurchase agreements include a
$40.0 million
repurchase agreement with Wells Fargo in overnight sweeps.
|
Balance at December 31, 2015
|
$
|
1,663.4
|
|
Goodwill related to acquisitions
|
14.7
|
|
|
Balance at September 30, 2016
|
$
|
1,678.1
|
|
|
September 30, 2016
|
||||||||||||||
|
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
|
99.6
|
|
|
n/a
|
|
|
$
|
(10.1
|
)
|
|
89.5
|
|
|||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer-related
|
362.8
|
|
|
$
|
(234.3
|
)
|
|
n/a
|
|
|
128.5
|
|
|||
Developed technology
|
215.7
|
|
|
(177.8
|
)
|
|
n/a
|
|
|
37.9
|
|
||||
Trade names
|
11.6
|
|
|
(7.0
|
)
|
|
n/a
|
|
|
4.6
|
|
||||
Other
|
1.1
|
|
|
(1.1
|
)
|
|
n/a
|
|
|
—
|
|
||||
|
$
|
1,135.8
|
|
|
$
|
(420.2
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
705.5
|
|
|
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
|
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value ($)
|
|
Weighted-
Average
Exercise
Price ($)
|
|||
Outstanding at December 31, 2015
|
|
27,419
|
|
|
|
|
10.25
|
|
|
Granted
|
|
2,042
|
|
|
11.89
|
|
|
30.70
|
|
Exercised
|
|
(7,646
|
)
|
|
|
|
6.01
|
|
|
Forfeited
|
|
(1,448
|
)
|
|
|
|
17.04
|
|
|
Outstanding at September 30, 2016
|
|
20,367
|
|
|
|
|
13.41
|
|
|
Vested at September 30, 2016
|
|
9,961
|
|
|
|
|
8.54
|
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value ($)
|
||
Outstanding at December 31, 2015
|
|
93
|
|
|
|
|
Granted
|
|
2,876
|
|
|
29.95
|
|
Vested
|
|
(207
|
)
|
|
|
|
Forfeited
|
|
(165
|
)
|
|
|
|
Outstanding at September 30, 2016
|
|
2,597
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Current:
|
|
|
|
||||
Domains
|
$
|
535.6
|
|
|
$
|
497.2
|
|
Hosting and presence
|
370.2
|
|
|
330.8
|
|
||
Business applications
|
137.5
|
|
|
109.7
|
|
||
|
$
|
1,043.3
|
|
|
$
|
937.7
|
|
Noncurrent:
|
|
|
|
||||
Domains
|
$
|
310.1
|
|
|
$
|
288.5
|
|
Hosting and presence
|
163.6
|
|
|
149.7
|
|
||
Business applications
|
54.7
|
|
|
40.3
|
|
||
|
$
|
528.4
|
|
|
$
|
478.5
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Term Loan due May 13, 2021 (effective interest rate of 4.9% at September 30, 2016 and 5.1% at December 31, 2015)
|
$
|
1,075.3
|
|
|
$
|
1,083.5
|
|
Revolving Credit Loan due May 13, 2019
|
—
|
|
|
—
|
|
||
Total
|
1,075.3
|
|
|
1,083.5
|
|
||
Less: unamortized original issue discounts on long-term debt
(1)
|
(32.1
|
)
|
|
(36.8
|
)
|
||
Less: unamortized debt issuance costs
(1)
|
(2.4
|
)
|
|
(2.7
|
)
|
||
Less: current portion of long-term debt
|
(4.1
|
)
|
|
(4.2
|
)
|
||
|
$
|
1,036.7
|
|
|
$
|
1,039.8
|
|
|
|
(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 (remainder of)
|
$
|
2.8
|
|
2017
|
11.0
|
|
|
2018
|
11.0
|
|
|
2019
|
11.0
|
|
|
2020
|
11.0
|
|
|
Thereafter
|
1,028.5
|
|
|
|
$
|
1,075.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
8.3
|
|
|
$
|
(5.2
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(119.9
|
)
|
Less: net income (loss) attributable to non-controlling interests
|
3.5
|
|
|
(2.7
|
)
|
|
(6.5
|
)
|
|
(74.0
|
)
|
||||
Net income (loss) attributable to GoDaddy Inc.
|
$
|
4.8
|
|
|
$
|
(2.5
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(45.9
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding—basic
|
83,733
|
|
|
64,999
|
|
|
77,170
|
|
|
56,153
|
|
||||
Effect of dilutive securities
|
13,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average shares of Class A Common stock outstanding—diluted
|
96,743
|
|
|
64,999
|
|
|
77,170
|
|
|
56,153
|
|
||||
Net income (loss) per share of Class A common stock—basic
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.82
|
)
|
Net income (loss) per share of Class A common stock - diluted
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.82
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Options, RSUs, warrants and ESPP shares
|
—
|
|
|
15,731
|
|
|
14,680
|
|
|
14,693
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||
Class A common stock
|
86,413
|
|
|
67,083
|
|
Class B common stock
|
78,921
|
|
|
90,398
|
|
|
165,334
|
|
|
157,481
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
U.S.
|
$
|
342.9
|
|
|
$
|
304.7
|
|
|
$
|
999.8
|
|
|
$
|
877.7
|
|
International
|
129.2
|
|
|
106.4
|
|
|
362.2
|
|
|
304.2
|
|
||||
|
$
|
472.1
|
|
|
$
|
411.1
|
|
|
$
|
1,362.0
|
|
|
$
|
1,181.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Principal
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
5.2
|
|
Interest and other fees
|
0.1
|
|
|
0.3
|
|
|
0.7
|
|
|
1.1
|
|
•
|
Total revenue of
$472.1 million
, an increase of
14.8%
, or approximately
16.4%
on a constant currency basis
(1)
.
|
•
|
International revenue of
$129.2 million
, an increase of
21.4%
, or approximately
27.2%
on a constant currency basis
(1)
.
|
•
|
Total bookings
(2)
of
$534.3 million
, an increase of
12.3%
, or approximately
13.1%
on a constant currency basis
(1)
.
|
•
|
Net income was
$8.3 million
.
|
•
|
Total customers increased
7.2%
to
14.5 million
.
|
•
|
Average revenue per user increased
6.5%
to
$127
.
|
•
|
Cash and cash equivalents were
$556.2 million
.
|
•
|
Net cash provided by operating activities was
$99.7 million
.
|
•
|
Capital expenditures were
$16.2 million
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions, except customers in thousands and ARPU)
|
||||||||||||||
Total bookings
|
$
|
534.3
|
|
|
$
|
475.6
|
|
|
$
|
1,630.7
|
|
|
$
|
1,450.2
|
|
Total customers at period end
|
14,547
|
|
|
13,572
|
|
|
14,547
|
|
|
13,572
|
|
||||
Average revenue per user (ARPU)
|
$
|
127
|
|
|
$
|
119
|
|
|
$
|
127
|
|
|
$
|
119
|
|
EBITDA excluding equity-based compensation
|
$
|
80.9
|
|
|
$
|
61.2
|
|
|
$
|
192.1
|
|
|
$
|
80.5
|
|
Change in deferred revenue
(1)
|
$
|
27.3
|
|
|
$
|
29.8
|
|
|
$
|
158.3
|
|
|
$
|
161.9
|
|
Change in prepaid and accrued registry costs
(2)
|
$
|
(1.6
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
(32.8
|
)
|
|
|
(1)
|
Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
(2)
|
Change in prepaid and accrued registry costs includes the changes in prepaid domain name registry fees, registry deposits and registry payables.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total Bookings:
|
|
||||||||||||||
Total revenue
|
$
|
472.1
|
|
|
$
|
411.1
|
|
|
$
|
1,362.0
|
|
|
$
|
1,181.9
|
|
Change in deferred revenue
(1)
|
27.3
|
|
|
29.8
|
|
|
158.3
|
|
|
161.9
|
|
||||
Net refunds
|
35.4
|
|
|
34.3
|
|
|
108.8
|
|
|
104.8
|
|
||||
Other
|
(0.5
|
)
|
|
0.4
|
|
|
1.6
|
|
|
1.6
|
|
||||
Total bookings
|
$
|
534.3
|
|
|
$
|
475.6
|
|
|
$
|
1,630.7
|
|
|
$
|
1,450.2
|
|
|
|
(1)
|
Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
EBITDA Excluding Equity-Based Compensation:
|
|
||||||||||||||
Net income (loss)
|
$
|
8.3
|
|
|
$
|
(5.2
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(119.9
|
)
|
Interest expense, net of interest income
(1)
|
13.9
|
|
|
14.3
|
|
|
41.8
|
|
|
54.2
|
|
||||
(Benefit) provision for income taxes and adjustments to the TRA liability
|
(2.2
|
)
|
|
1.5
|
|
|
9.5
|
|
|
1.3
|
|
||||
Depreciation and amortization
|
43.4
|
|
|
40.6
|
|
|
121.6
|
|
|
116.4
|
|
||||
EBITDA
|
63.4
|
|
|
51.2
|
|
|
151.8
|
|
|
52.0
|
|
||||
Equity-based compensation expense
|
17.5
|
|
|
10.0
|
|
|
40.3
|
|
|
28.5
|
|
||||
EBITDA excluding equity-based compensation
|
$
|
80.9
|
|
|
$
|
61.2
|
|
|
$
|
192.1
|
|
|
$
|
80.5
|
|
|
|
(1)
|
Interest income is included in “Other income (expense), net.”
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
||||||||||||||
Domains
|
$
|
236.6
|
|
|
$
|
215.0
|
|
|
$
|
685.3
|
|
|
$
|
622.7
|
|
Hosting and presence
|
174.1
|
|
|
150.8
|
|
|
502.0
|
|
|
436.5
|
|
||||
Business applications
|
61.4
|
|
|
45.3
|
|
|
174.7
|
|
|
122.7
|
|
||||
Total revenue
|
472.1
|
|
|
411.1
|
|
|
1,362.0
|
|
|
1,181.9
|
|
||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
169.2
|
|
|
144.0
|
|
|
485.7
|
|
|
420.9
|
|
||||
Technology and development
|
72.3
|
|
|
67.3
|
|
|
214.2
|
|
|
201.2
|
|
||||
Marketing and advertising
|
53.4
|
|
|
49.3
|
|
|
170.9
|
|
|
150.8
|
|
||||
Customer care
|
59.8
|
|
|
54.8
|
|
|
183.6
|
|
|
167.2
|
|
||||
General and administrative
|
52.8
|
|
|
44.2
|
|
|
153.8
|
|
|
168.6
|
|
||||
Depreciation and amortization
|
43.4
|
|
|
40.6
|
|
|
121.6
|
|
|
116.4
|
|
||||
Total costs and operating expenses
|
450.9
|
|
|
400.2
|
|
|
1,329.8
|
|
|
1,225.1
|
|
||||
Operating income (loss)
|
21.2
|
|
|
10.9
|
|
|
32.2
|
|
|
(43.2
|
)
|
||||
Interest expense
|
(14.4
|
)
|
|
(14.6
|
)
|
|
(43.0
|
)
|
|
(54.7
|
)
|
||||
Tax receivable agreements liability adjustment
|
1.3
|
|
|
(0.6
|
)
|
|
(9.4
|
)
|
|
(0.6
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||
Other income (expense), net
|
(0.7
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
0.7
|
|
||||
Income (loss) before income taxes
|
7.4
|
|
|
(4.3
|
)
|
|
(21.0
|
)
|
|
(119.2
|
)
|
||||
Benefit (provision) for income taxes
|
0.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
||||
Net income (loss)
|
8.3
|
|
|
(5.2
|
)
|
|
(21.1
|
)
|
|
(119.9
|
)
|
||||
Less: net income (loss) attributable to non-controlling interests
|
3.5
|
|
|
(2.7
|
)
|
|
(6.5
|
)
|
|
(44.2
|
)
|
||||
Net income (loss) attributable to GoDaddy Inc.
|
$
|
4.8
|
|
|
$
|
(2.5
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(75.7
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Domains
|
50.1
|
%
|
|
52.3
|
%
|
|
50.3
|
%
|
|
52.7
|
%
|
Hosting and presence
|
36.9
|
%
|
|
36.7
|
%
|
|
36.9
|
%
|
|
36.9
|
%
|
Business applications
|
13.0
|
%
|
|
11.0
|
%
|
|
12.8
|
%
|
|
10.4
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)
|
35.8
|
%
|
|
35.0
|
%
|
|
35.7
|
%
|
|
35.6
|
%
|
Technology and development
|
15.3
|
%
|
|
16.4
|
%
|
|
15.7
|
%
|
|
17.1
|
%
|
Marketing and advertising
|
11.3
|
%
|
|
12.0
|
%
|
|
12.5
|
%
|
|
12.8
|
%
|
Customer care
|
12.7
|
%
|
|
13.3
|
%
|
|
13.5
|
%
|
|
14.1
|
%
|
General and administrative
|
11.2
|
%
|
|
10.9
|
%
|
|
11.3
|
%
|
|
14.3
|
%
|
Depreciation and amortization
|
9.2
|
%
|
|
9.9
|
%
|
|
8.9
|
%
|
|
9.8
|
%
|
Total costs and operating expenses
|
95.5
|
%
|
|
97.5
|
%
|
|
97.6
|
%
|
|
103.7
|
%
|
Operating income (loss)
|
4.5
|
%
|
|
2.5
|
%
|
|
2.4
|
%
|
|
(3.7
|
)%
|
Interest expense
|
(3.1
|
)%
|
|
(3.6
|
)%
|
|
(3.2
|
)%
|
|
(4.6
|
)%
|
Tax receivable agreements liability adjustment
|
0.3
|
%
|
|
—
|
%
|
|
(0.7
|
)%
|
|
—
|
%
|
Loss on debt extinguishment
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(1.8
|
)%
|
Other income (expense), net
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Income (loss) before income taxes
|
1.6
|
%
|
|
(1.1
|
)%
|
|
(1.5
|
)%
|
|
(10.0
|
)%
|
Benefit (provision) for income taxes
|
0.2
|
%
|
|
(0.2
|
)%
|
|
—
|
%
|
|
(0.1
|
)%
|
Net income (loss)
|
1.8
|
%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
|
(10.1
|
)%
|
Less: net income (loss) attributable to non-controlling interests
|
0.8
|
%
|
|
(0.7
|
)%
|
|
(0.4
|
)%
|
|
(3.7
|
)%
|
Net income (loss) attributable to GoDaddy Inc.
|
1.0
|
%
|
|
(0.6
|
)%
|
|
(1.1
|
)%
|
|
(6.4
|
)%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
236.6
|
|
|
$
|
215.0
|
|
|
$
|
21.6
|
|
|
10
|
%
|
|
$
|
685.3
|
|
|
$
|
622.7
|
|
|
$
|
62.6
|
|
|
10
|
%
|
Hosting and presence
|
174.1
|
|
|
150.8
|
|
|
23.3
|
|
|
15
|
%
|
|
502.0
|
|
|
436.5
|
|
|
65.5
|
|
|
15
|
%
|
||||||
Business applications
|
61.4
|
|
|
45.3
|
|
|
16.1
|
|
|
36
|
%
|
|
174.7
|
|
|
122.7
|
|
|
52.0
|
|
|
42
|
%
|
||||||
Total revenue
|
$
|
472.1
|
|
|
$
|
411.1
|
|
|
$
|
61.0
|
|
|
15
|
%
|
|
$
|
1,362.0
|
|
|
$
|
1,181.9
|
|
|
$
|
180.1
|
|
|
15
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
$
|
169.2
|
|
|
$
|
144.0
|
|
|
$
|
25.2
|
|
|
18
|
%
|
|
$
|
485.7
|
|
|
$
|
420.9
|
|
|
$
|
64.8
|
|
|
15
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Technology and development
|
$
|
72.3
|
|
|
$
|
67.3
|
|
|
$
|
5.0
|
|
|
7
|
%
|
|
$
|
214.2
|
|
|
$
|
201.2
|
|
|
$
|
13.0
|
|
|
6
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Marketing and advertising
|
$
|
53.4
|
|
|
$
|
49.3
|
|
|
$
|
4.1
|
|
|
8
|
%
|
|
$
|
170.9
|
|
|
$
|
150.8
|
|
|
$
|
20.1
|
|
|
13
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Customer care
|
$
|
59.8
|
|
|
$
|
54.8
|
|
|
$
|
5.0
|
|
|
9
|
%
|
|
$
|
183.6
|
|
|
$
|
167.2
|
|
|
$
|
16.4
|
|
|
10
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General and administrative
|
$
|
52.8
|
|
|
$
|
44.2
|
|
|
$
|
8.6
|
|
|
19
|
%
|
|
$
|
153.8
|
|
|
$
|
168.6
|
|
|
$
|
(14.8
|
)
|
|
(9
|
)%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
$
|
43.4
|
|
|
$
|
40.6
|
|
|
$
|
2.8
|
|
|
7
|
%
|
|
$
|
121.6
|
|
|
$
|
116.4
|
|
|
$
|
5.2
|
|
|
4
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
14.4
|
|
|
$
|
14.6
|
|
|
$
|
(0.2
|
)
|
|
(1
|
)%
|
|
$
|
43.0
|
|
|
$
|
54.7
|
|
|
$
|
(11.7
|
)
|
|
(21
|
)%
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
297.4
|
|
|
$
|
198.1
|
|
Net cash used in investing activities
|
(105.8
|
)
|
|
(88.8
|
)
|
||
Net cash provided by financing activities
|
16.6
|
|
|
79.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(0.1
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
208.2
|
|
|
$
|
188.7
|
|
|
Remainder of 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
200.0
|
|
|
$
|
383.9
|
|
|
$
|
121.5
|
|
|
$
|
58.4
|
|
|
$
|
35.3
|
|
|
$
|
46.6
|
|
|
$
|
845.7
|
|
Hosting and presence
|
144.9
|
|
|
250.8
|
|
|
88.8
|
|
|
31.1
|
|
|
10.1
|
|
|
8.1
|
|
|
533.8
|
|
|||||||
Business applications
|
53.8
|
|
|
92.7
|
|
|
28.0
|
|
|
10.5
|
|
|
4.0
|
|
|
3.2
|
|
|
192.2
|
|
|||||||
|
$
|
398.7
|
|
|
$
|
727.4
|
|
|
$
|
238.3
|
|
|
$
|
100.0
|
|
|
$
|
49.4
|
|
|
$
|
57.9
|
|
|
$
|
1,571.7
|
|
|
|
GODADDY INC.
|
|
|
|
Date:
|
November 3, 2016
|
/s/ Ray E. Winborne
|
|
|
Ray E. Winborne
|
|
|
Chief Financial Officer
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
4.1+*
|
|
GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended on June 27, 2016
|
10.1+
*
|
|
Employment Agreement, dated as of August 1, 2016, by and among GoDaddy.com, LLC, Desert Newco, LLC and Ray E. Winborne.
|
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 and Chief Financial 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 Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
1.
|
Purpose.
|
2.
|
Eligibility.
|
3.
|
Offering Periods.
|
4.
|
Participation.
|
7.
|
Exercise of Option.
|
9.
|
Withdrawal
.
|
11.
|
Interest
.
|
12.
|
Stock
.
|
14.
|
Designation of Beneficiary.
|
16.
|
Use of Funds.
|
17.
|
Reports.
|
18.
|
Adjustments, Dissolution, Liquidation, Merger or Change in Control.
|
20.
|
Notices
.
|
21.
|
Conditions Upon Issuance of Shares.
|
22.
|
Code Section 409A.
|
23.
|
Term of Plan.
|
24.
|
Stockholder Approval.
|
25.
|
Governing Law.
|
26.
|
No Right to Employment.
|
27.
|
Severability.
|
28.
|
Compliance with Applicable Laws.
|
29.
|
Definitions.
|
|
Name and Address of Participant:
|
|
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
Date:
|
|
|
Term
|
Summary
|
Cross-Reference
|
Position:
|
Chief Financial Officer (effective after the filing of the Company’s Form 10-Q for the Quarterly Period ending June 30, 2016.)
|
Section 1
|
Reports to:
|
Blake Irving
|
Section 1
|
Employment Term
|
Through December 31, 2020 unless extended
|
Section 2
|
Annual Salary:
|
$500,000
|
Section 3(a)
|
Annual Target Bonus:
|
60%
of annual salary
|
Section 3(b)
|
Non-Change in Control Severance:
|
• Any earned but unpaid salary or bonus
• 100% of annual salary
• Prorated Annual Bonus at target for year of termination
• Payment equal to the cost of health insurance coverage for 12 months
|
Section 5(b)(iii)
|
Change in Control Severance:
|
• Any earned but unpaid salary or bonus
• 150% of annual salary
• 150% of target Annual Bonus for the year of termination
• Payment equal to the cost of health insurance coverage for 12 months
|
Section 5(b)(iv)
|
4.
|
Employee Benefits.
|
GoDaddy.com, LLC
|
|
Ray E. Winborne
|
/s/ Blake J. Irving
|
|
/s/ Ray E. Winborne
|
By: Blake J. Irving
|
|
August 1, 2016
|
August 1, 2016
|
|
|
|
|
|
Desert Newco, LLC
(Solely for purposes of Section 9(b) hereof)
|
|
/s/ Blake J. Irving
|
|
By: Blake J. Irving
|
|
August 1, 2016
|
|
Signature:
|
/s/ Ray E. Winborne
|
|
Date:
|
August 1, 2016
|
|
|
Vested
Options
|
Unvested Options &
Performance RSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
a.
|
The Company’s payment of wages
[
and accrued vacation pay
]
described in Paragraph 1(a)
[
and (b)] will be made on the Separation Date.
|
b.
|
The Separation Consideration is in addition to any wages earned prior to the Separation Date.
|
By:
|
/s/ Blake J. Irving
|
|
Blake J. Irving
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ Ray E. Winborne
|
|
Ray E. Winborne
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
By:
|
/s/ Blake J. Irving
|
|
Blake J. Irving
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ Ray E. Winborne
|
|
Ray E. Winborne
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|