|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-36904
|
|
46-5769934
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
|
|
14455 N. Hayden Road
|
|
|
|
|
Scottsdale, Arizona 85260
|
|
|
(Address of principal executive offices, including zip code)
|
||||
|
|
|
|
|
|
|
(480) 505-8800
|
|
|
(Registrant’s telephone number, including area code)
|
||||
|
|
|
|
|
|
|
Not Applicable
|
|
|
(Former name or former address, if changed since last report)
|
|
|
|
|
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Exhibit Number
|
|
Exhibit Description
|
|
10.1
|
|
||
10.2
|
|
||
10.3*
|
|
||
99.1
|
|
|
|
GODADDY INC.
|
|
|
|
Date:
|
August 2, 2018
|
/s/ Ray E. Winborne
|
|
|
Ray E. Winborne
|
|
|
Chief Financial Officer
|
(i)
|
your obtaining any approvals that may be required by other Boards on which you serve (if applicable);
|
(ii)
|
your successful completion of our D&O questionnaire and its review by our counsel;
|
(iii)
|
the completion of reference and formal background checks (which are already in progress).
|
/s/ Caroline Donahue
|
|
Caroline Donahue
|
|
July 25, 2018
|
|
Date
|
|
(i)
|
your obtaining any approvals that may be required by other Boards on which you serve (if applicable);
|
(ii)
|
your successful completion of our D&O questionnaire and its review by our counsel;
|
(iii)
|
the completion of reference and formal background checks (which are already in progress).
|
/s/ Ryan Roslansky
|
|
Ryan Roslansky
|
|
July 26, 2018
|
|
Date
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions, except customers in thousands and ARPU)
|
||||||||||||||||||||
GAAP Results
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
651.6
|
|
|
$
|
557.8
|
|
|
16.8
|
%
|
|
$
|
1,284.8
|
|
|
$
|
1,047.5
|
|
|
22.7
|
%
|
Net cash provided by operating activities
|
$
|
128.9
|
|
|
$
|
113.3
|
|
|
13.8
|
%
|
|
$
|
277.3
|
|
|
$
|
239.9
|
|
|
15.6
|
%
|
Non-GAAP Results
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unlevered free cash flow
|
$
|
154.7
|
|
|
$
|
135.0
|
|
|
14.6
|
%
|
|
$
|
317.1
|
|
|
$
|
249.1
|
|
|
27.3
|
%
|
Operating Metrics
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total bookings
|
$
|
754.2
|
|
|
$
|
667.5
|
|
|
13.0
|
%
|
|
$
|
1,537.3
|
|
|
$
|
1,292.3
|
|
|
19.0
|
%
|
Total customers at period end
|
17,980
|
|
|
16,878
|
|
|
6.5
|
%
|
|
17,980
|
|
|
16,878
|
|
|
6.5
|
%
|
||||
ARPU
(2)
|
$
|
142
|
|
|
$
|
129
|
|
|
10.2
|
%
|
|
$
|
142
|
|
|
$
|
129
|
|
|
10.2
|
%
|
|
|
(1)
|
See reconciliation tables for a detailed listing of certain items included in our condensed consolidated statements of operations.
|
(2)
|
2017 ARPU was muted by the impact of the acquisition of HEG as our trailing twelve month revenue for the period included only three months of HEG’s results for this annual measure as well as purchase price accounting adjustments.
|
•
|
Total revenue of
$651.6 million
, up
16.8%
year over year.
|
•
|
Total bookings of
$754.2 million
, up
13.0%
year over year.
|
•
|
Net cash provided by operating activities of
$128.9 million
, up
13.8%
year over year.
|
•
|
Unlevered free cash flow of
$154.7 million
, up
14.6%
year over year.
|
•
|
Customers of
18.0 million
as of
June 30, 2018
, up
6.5%
year over year.
|
•
|
Average revenue per user (ARPU) of
$142
, up
10.2%
year over year.
|
•
|
Domains revenue of
$304.8 million
, up
15.8%
year over year.
|
•
|
Hosting and Presence revenue of
$244.6 million
, up
13.8%
year over year.
|
•
|
Business Applications revenue of
$102.2 million
, up
28.4%
year over year.
|
•
|
International revenue of
$233.3 million
, up
24.3%
year over year.
|
•
|
GoDaddy closed the Main Street Hub acquisition for approximately
$127 million
, net of cash acquired, plus up to $50 million in potential future earnouts. Main Street Hub provides small businesses with a complete "do-it-for-me" service for managing engagement on the most popular social networks and review platforms.
|
•
|
GoDaddy's GoCentral website builder continues to show strong momentum with more users adopting the product's ecommerce capabilities, using mobile devices for end-to-end editing and publishing, and upgrading to premium packages.
|
•
|
GoCentral continued to launch features designed for customer success in Q2, including Square inventory import and sync functionality, robust class and staff scheduling, Facebook integrations allowing sellers to easily share products via social media in addition to their website and new in-product dynamic recommendations based on a customer's industry that will help them get more traffic and bookings.
|
•
|
GoDaddy completed a secondary offering of 11.6 million shares of its Class A common stock sold by certain of its stockholders at $70.73 per share in May 2018, increasing the publicly available float.
|
•
|
GoDaddy appointed Caroline Donahue and Ryan Roslansky to its board of directors. Ms. Donahue, former Chief Marketing and Sales Officer at Intuit, and Mr. Roslansky, Senior Vice President of Product at LinkedIn, bring deep knowledge and leadership in global marketing, sales, product and customer experience.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Domains
|
$
|
304.8
|
|
|
$
|
263.3
|
|
|
$
|
596.5
|
|
|
$
|
504.1
|
|
Hosting and presence
|
244.6
|
|
|
214.9
|
|
|
484.4
|
|
|
393.2
|
|
||||
Business applications
|
102.2
|
|
|
79.6
|
|
|
203.9
|
|
|
150.2
|
|
||||
Total revenue
|
651.6
|
|
|
557.8
|
|
|
1,284.8
|
|
|
1,047.5
|
|
||||
Costs and operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
221.3
|
|
|
196.4
|
|
|
436.6
|
|
|
373.2
|
|
||||
Technology and development
|
105.1
|
|
|
90.1
|
|
|
207.1
|
|
|
170.3
|
|
||||
Marketing and advertising
|
67.4
|
|
|
62.5
|
|
|
141.9
|
|
|
129.9
|
|
||||
Customer care
|
76.3
|
|
|
75.4
|
|
|
156.7
|
|
|
142.4
|
|
||||
General and administrative
|
81.0
|
|
|
71.8
|
|
|
157.4
|
|
|
132.8
|
|
||||
Depreciation and amortization
|
57.0
|
|
|
55.5
|
|
|
114.8
|
|
|
87.1
|
|
||||
Total costs and operating expenses
|
608.1
|
|
|
551.7
|
|
|
1,214.5
|
|
|
1,035.7
|
|
||||
Operating income
(2)
|
43.5
|
|
|
6.1
|
|
|
70.3
|
|
|
11.8
|
|
||||
Interest expense
|
(24.7
|
)
|
|
(22.0
|
)
|
|
(48.5
|
)
|
|
(34.8
|
)
|
||||
Tax receivable agreements liability adjustment
|
—
|
|
|
32.0
|
|
|
(0.1
|
)
|
|
37.0
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||
Other income (expense), net
|
0.2
|
|
|
2.7
|
|
|
1.2
|
|
|
4.4
|
|
||||
Income from continuing operations before income taxes
|
19.0
|
|
|
18.8
|
|
|
22.9
|
|
|
16.7
|
|
||||
Benefit for income taxes
|
1.2
|
|
|
4.6
|
|
|
1.5
|
|
|
3.6
|
|
||||
Income from continuing operations
|
20.2
|
|
|
23.4
|
|
|
24.4
|
|
|
20.3
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
||||
Net income
|
20.2
|
|
|
18.1
|
|
|
24.4
|
|
|
15.0
|
|
||||
Less: net income (loss) attributable to non-controlling interests
|
2.1
|
|
|
(2.7
|
)
|
|
3.0
|
|
|
(6.4
|
)
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
18.1
|
|
|
$
|
20.8
|
|
|
$
|
21.4
|
|
|
$
|
21.4
|
|
Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.25
|
|
|
$
|
0.15
|
|
|
$
|
0.28
|
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
|
(0.06
|
)
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
0.12
|
|
|
$
|
0.20
|
|
|
$
|
0.15
|
|
|
$
|
0.22
|
|
Net income (loss) attributable to GoDaddy Inc. per share of Class A common stock—diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.11
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.14
|
|
|
$
|
0.08
|
|
Weighted-average shares of Class A common stock outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
152,577
|
|
|
101,800
|
|
|
145,249
|
|
|
95,734
|
|
||||
Diluted
|
180,881
|
|
|
176,716
|
|
|
179,955
|
|
|
177,796
|
|
||||
(1)
Costs and operating expenses include equity-based compensation expense as follows:
|
|
|
|||||||||||||
Technology and development
|
$
|
13.6
|
|
|
$
|
8.9
|
|
|
$
|
27.3
|
|
|
$
|
17.3
|
|
Marketing and advertising
|
2.1
|
|
|
1.5
|
|
|
5.0
|
|
|
3.2
|
|
||||
Customer care
|
1.3
|
|
|
1.2
|
|
|
2.5
|
|
|
1.6
|
|
||||
General and administrative
|
11.2
|
|
|
7.4
|
|
|
24.9
|
|
|
13.3
|
|
||||
Total equity-based compensation expense
|
28.2
|
|
|
19.0
|
|
|
59.7
|
|
|
35.4
|
|
(2)
|
See reconciliation tables for a detailed listing of certain items included in our condensed consolidated statements of operations.
|
|
June 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
809.7
|
|
|
$
|
582.7
|
|
Short-term investments
|
18.8
|
|
|
12.3
|
|
||
Accounts and other receivables
|
23.6
|
|
|
18.4
|
|
||
Registry deposits
|
46.1
|
|
|
34.7
|
|
||
Prepaid domain name registry fees
|
373.5
|
|
|
351.5
|
|
||
Prepaid expenses and other current assets
|
79.1
|
|
|
59.9
|
|
||
Total current assets
|
1,350.8
|
|
|
1,059.5
|
|
||
Property and equipment, net
|
281.0
|
|
|
297.9
|
|
||
Prepaid domain name registry fees, net of current portion
|
184.5
|
|
|
180.8
|
|
||
Goodwill
|
2,837.5
|
|
|
2,859.9
|
|
||
Intangible assets, net
|
1,251.3
|
|
|
1,326.0
|
|
||
Other assets
|
22.8
|
|
|
14.2
|
|
||
Total assets
|
$
|
5,927.9
|
|
|
$
|
5,738.3
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
51.9
|
|
|
$
|
59.6
|
|
Accrued expenses and other current liabilities
|
400.3
|
|
|
469.6
|
|
||
Deferred revenue
|
1,385.2
|
|
|
1,264.8
|
|
||
Long-term debt
|
16.7
|
|
|
16.7
|
|
||
Total current liabilities
|
1,854.1
|
|
|
1,810.7
|
|
||
Deferred revenue, net of current portion
|
628.7
|
|
|
596.8
|
|
||
Long-term debt, net of current portion
|
2,402.5
|
|
|
2,410.8
|
|
||
Payable to related parties pursuant to tax receivable agreements
|
179.2
|
|
|
153.0
|
|
||
Other long-term liabilities
|
52.6
|
|
|
75.0
|
|
||
Deferred tax liabilities
|
136.5
|
|
|
145.5
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value
|
—
|
|
|
—
|
|
||
Class A common stock, $0.001 par value
|
0.2
|
|
|
0.1
|
|
||
Class B common stock, $0.001 par value
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
590.1
|
|
|
484.4
|
|
||
Retained earnings
|
109.1
|
|
|
87.7
|
|
||
Accumulated other comprehensive loss
|
(67.8
|
)
|
|
(85.7
|
)
|
||
Total stockholders' equity attributable to GoDaddy Inc.
|
631.6
|
|
|
486.5
|
|
||
Non-controlling interests
|
42.7
|
|
|
60.0
|
|
||
Total stockholders' equity
|
674.3
|
|
|
546.5
|
|
||
Total liabilities and stockholders' equity
|
$
|
5,927.9
|
|
|
$
|
5,738.3
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
24.4
|
|
|
$
|
15.0
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
114.8
|
|
|
87.1
|
|
||
Equity-based compensation
|
59.7
|
|
|
35.4
|
|
||
Tax receivable agreements liability adjustment
|
0.1
|
|
|
(37.0
|
)
|
||
Other
|
(6.5
|
)
|
|
1.5
|
|
||
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
Registry deposits
|
(11.5
|
)
|
|
(0.2
|
)
|
||
Prepaid domain name registry fees
|
(26.6
|
)
|
|
(26.8
|
)
|
||
Deferred revenue
|
154.2
|
|
|
161.9
|
|
||
Other long-term liabilities
|
(20.6
|
)
|
|
1.5
|
|
||
Other operating assets and liabilities
|
(10.7
|
)
|
|
1.5
|
|
||
Net cash provided by operating activities
|
277.3
|
|
|
239.9
|
|
||
Investing activities
|
|
|
|
||||
Purchases of short-term investments
|
(6.9
|
)
|
|
(6.4
|
)
|
||
Maturities of short-term investments
|
0.4
|
|
|
0.6
|
|
||
Business acquisitions, net of cash acquired
|
(14.1
|
)
|
|
(1,871.2
|
)
|
||
Payment of PlusServer sales price adjustment
|
(4.3
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
(35.9
|
)
|
|
(36.5
|
)
|
||
Other investing activities
|
(10.0
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(70.8
|
)
|
|
(1,913.5
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds received from:
|
|
|
|
||||
Debt issued to finance HEG acquisition
|
—
|
|
|
1,953.1
|
|
||
Stock option exercises
|
35.7
|
|
|
33.3
|
|
||
Sale of Class A common stock, net of expenses
|
—
|
|
|
21.7
|
|
||
Issuance of Class A common stock under employee stock purchase plan
|
11.9
|
|
|
9.2
|
|
||
Payments made for:
|
|
|
|
||||
Repurchases of LLC Units
|
—
|
|
|
(275.0
|
)
|
||
Financing-related costs
|
—
|
|
|
(38.9
|
)
|
||
Distributions to holders of LLC Units
|
—
|
|
|
(10.0
|
)
|
||
Repayment of term loans
|
(12.5
|
)
|
|
(2.7
|
)
|
||
Contingent consideration for business acquisitions
|
(9.2
|
)
|
|
(0.7
|
)
|
||
Capital leases and other financing obligations
|
(4.0
|
)
|
|
(5.5
|
)
|
||
Net cash provided by financing activities
|
21.9
|
|
|
1,684.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.4
|
)
|
|
1.8
|
|
||
Net increase in cash and cash equivalents
|
227.0
|
|
|
12.7
|
|
||
Cash and cash equivalents, beginning of period
|
582.7
|
|
|
566.1
|
|
||
Cash and cash equivalents, end of period
|
$
|
809.7
|
|
|
$
|
578.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Total Bookings:
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
651.6
|
|
|
$
|
557.8
|
|
|
$
|
1,284.8
|
|
|
$
|
1,047.5
|
|
Change in deferred revenue
|
52.2
|
|
|
66.1
|
|
|
154.5
|
|
|
159.8
|
|
||||
Net refunds
|
50.0
|
|
|
41.8
|
|
|
99.9
|
|
|
81.7
|
|
||||
Other
|
0.4
|
|
|
1.8
|
|
|
(1.9
|
)
|
|
3.3
|
|
||||
Total bookings
|
$
|
754.2
|
|
|
$
|
667.5
|
|
|
$
|
1,537.3
|
|
|
$
|
1,292.3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Unlevered Free Cash Flow:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
128.9
|
|
|
$
|
113.3
|
|
|
$
|
277.3
|
|
|
$
|
239.9
|
|
Impact of discontinued operations
(1)
|
21.4
|
|
|
(3.0
|
)
|
|
21.4
|
|
|
(3.0
|
)
|
||||
Cash paid for interest on long-term debt
|
20.0
|
|
|
25.9
|
|
|
40.5
|
|
|
34.7
|
|
||||
Cash paid for acquisition-related costs
|
4.2
|
|
|
18.5
|
|
|
13.8
|
|
|
24.0
|
|
||||
Capital expenditures
|
(19.8
|
)
|
|
(16.7
|
)
|
|
(35.9
|
)
|
|
(36.5
|
)
|
||||
Cash paid for tax-related distributions
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||
Unlevered free cash flow
|
$
|
154.7
|
|
|
$
|
135.0
|
|
|
$
|
317.1
|
|
|
$
|
249.1
|
|
|
|
(1)
|
Impact of discontinued operations in 2018 relates to cash tax payments made in connection with the gain on the August 2017 sale of PlusServer.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Operating income includes the following:
|
|
|
|
|
|
|
|
||||||||
Financing-related fees related to debt modifications recorded in general and administrative expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
Acquisition-related expenses recorded in general and administrative expenses
|
10.2
|
|
|
13.7
|
|
|
16.5
|
|
|
17.2
|
|
|
June 30, 2018
|
||
|
|
||
|
(in millions)
|
||
Net Debt:
|
|
||
Current portion of long-term debt
|
$
|
16.7
|
|
Long-term debt
|
2,402.5
|
|
|
Unamortized original issue discount on long-term debt
|
30.4
|
|
|
Unamortized debt issuance costs
|
20.2
|
|
|
Total debt
|
2,469.8
|
|
|
Less: Cash and cash equivalents
|
(809.7
|
)
|
|
Less: Short-term investments
|
(18.8
|
)
|
|
Net debt
|
$
|
1,641.3
|
|
|
June 30,
|
||||
|
2018
|
|
2017
|
||
|
|
|
|
||
|
(in thousands)
|
||||
Shares Outstanding:
|
|
|
|
||
Class A common stock
|
158,098
|
|
|
110,751
|
|
Class B common stock
|
13,906
|
|
|
53,994
|
|
Total common stock outstanding
|
172,004
|
|
|
164,745
|
|
Effect of dilutive securities
|
9,642
|
|
|
10,157
|
|
|
181,646
|
|
|
174,902
|
|