|
|
|
|
|
|
|
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
|
46-5769934
|
(State or other jurisdiction of incorporation or organization)
|
|
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.001 par value per share
|
|
GDDY
|
|
NYSE
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
•
|
our ability to continue to add new customers and increase sales to our existing customers;
|
•
|
our ability to develop new solutions and bring them to market in a timely manner;
|
•
|
our ability to timely and effectively scale and adapt our existing solutions;
|
•
|
our dependence on establishing and maintaining a strong brand;
|
•
|
the occurrence of service interruptions and security or privacy breaches;
|
•
|
system failures or capacity constraints;
|
•
|
the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;
|
•
|
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;
|
•
|
our ability to continue to efficiently acquire customers, maintain our high customer retention rates and maintain the level of our customers' lifetime spend;
|
•
|
our ability to provide high quality Customer Care;
|
•
|
the effects of increased competition in our markets and our ability to compete effectively;
|
•
|
our ability to grow internationally;
|
•
|
the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;
|
•
|
our ability to effectively manage our growth and associated investments, including our migration of the vast majority of our infrastructure to the public cloud;
|
•
|
our ability to integrate acquisitions;
|
•
|
our ability to maintain our relationships with our partners;
|
•
|
adverse consequences of our substantial level of indebtedness and our ability to repay our debt;
|
•
|
our ability to maintain, protect and enhance our intellectual property;
|
•
|
our ability to maintain or improve our market share;
|
•
|
sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;
|
•
|
beliefs and objectives for future operations;
|
•
|
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 (U.S.) and internationally;
|
•
|
economic and industry trends or trend analysis;
|
•
|
our ability to attract and retain qualified employees and key personnel;
|
•
|
the amount and timing of any payments we make under tax receivable agreements (TRAs) or for tax distributions;
|
•
|
the future trading prices of our Class A common stock;
|
•
|
our expectations regarding the outcome of any litigation;
|
•
|
the amount and timing of any repurchases of our Class A common stock under our share repurchase programs;
|
|
September 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
966.7
|
|
|
$
|
932.4
|
|
Short-term investments
|
23.5
|
|
|
18.9
|
|
||
Accounts and other receivables
|
29.0
|
|
|
26.4
|
|
||
Registry deposits
|
22.5
|
|
|
28.3
|
|
||
Prepaid domain name registry fees
|
382.7
|
|
|
363.2
|
|
||
Prepaid expenses and other current assets
|
60.2
|
|
|
58.1
|
|
||
Total current assets
|
1,484.6
|
|
|
1,427.3
|
|
||
Property and equipment, net
|
255.4
|
|
|
299.0
|
|
||
Operating lease assets
|
190.4
|
|
|
—
|
|
||
Prepaid domain name registry fees, net of current portion
|
182.1
|
|
|
183.6
|
|
||
Goodwill
|
2,932.2
|
|
|
2,948.0
|
|
||
Intangible assets, net
|
1,108.6
|
|
|
1,211.5
|
|
||
Other assets
|
14.3
|
|
|
14.0
|
|
||
Total assets
|
$
|
6,167.6
|
|
|
$
|
6,083.4
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
71.4
|
|
|
$
|
61.6
|
|
Accrued expenses and other current liabilities
|
338.9
|
|
|
414.3
|
|
||
Deferred revenue
|
1,539.9
|
|
|
1,393.7
|
|
||
Long-term debt
|
19.1
|
|
|
16.6
|
|
||
Total current liabilities
|
1,969.3
|
|
|
1,886.2
|
|
||
Deferred revenue, net of current portion
|
656.2
|
|
|
623.8
|
|
||
Long-term debt, net of current portion
|
2,383.1
|
|
|
2,394.2
|
|
||
Operating lease liabilities, net of current portion
|
184.0
|
|
|
—
|
|
||
Payable to related parties pursuant to tax receivable agreements
|
175.3
|
|
|
174.3
|
|
||
Other long-term liabilities
|
19.4
|
|
|
63.2
|
|
||
Deferred tax liabilities
|
100.4
|
|
|
117.2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
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; 171,422 and 168,549 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
0.2
|
|
|
0.2
|
|
||
Class B common stock, $0.001 par value - 500,000 shares authorized; 1,529 and 6,254 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
921.2
|
|
|
699.8
|
|
||
Retained earnings (accumulated deficit)
|
(155.0
|
)
|
|
164.8
|
|
||
Accumulated other comprehensive loss
|
(98.5
|
)
|
|
(72.1
|
)
|
||
Total stockholders' equity attributable to GoDaddy Inc.
|
667.9
|
|
|
792.7
|
|
||
Non-controlling interests
|
12.0
|
|
|
31.8
|
|
||
Total stockholders' equity
|
679.9
|
|
|
824.5
|
|
||
Total liabilities and stockholders' equity
|
$
|
6,167.6
|
|
|
$
|
6,083.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Domains
|
$
|
345.3
|
|
|
$
|
309.5
|
|
|
$
|
999.3
|
|
|
$
|
906.0
|
|
Hosting and presence
|
285.0
|
|
|
263.2
|
|
|
833.7
|
|
|
747.6
|
|
||||
Business applications
|
130.2
|
|
|
106.8
|
|
|
374.7
|
|
|
310.7
|
|
||||
Total revenue
|
760.5
|
|
|
679.5
|
|
|
2,207.7
|
|
|
1,964.3
|
|
||||
Costs and operating expenses(1):
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
265.0
|
|
|
226.9
|
|
|
756.0
|
|
|
663.5
|
|
||||
Technology and development
|
116.4
|
|
|
112.2
|
|
|
367.6
|
|
|
319.3
|
|
||||
Marketing and advertising
|
79.6
|
|
|
70.1
|
|
|
260.2
|
|
|
212.0
|
|
||||
Customer care
|
86.0
|
|
|
81.8
|
|
|
263.9
|
|
|
238.5
|
|
||||
General and administrative
|
72.2
|
|
|
89.7
|
|
|
270.0
|
|
|
247.1
|
|
||||
Depreciation and amortization
|
49.9
|
|
|
61.3
|
|
|
160.9
|
|
|
176.1
|
|
||||
Total costs and operating expenses
|
669.1
|
|
|
642.0
|
|
|
2,078.6
|
|
|
1,856.5
|
|
||||
Operating income
|
91.4
|
|
|
37.5
|
|
|
129.1
|
|
|
107.8
|
|
||||
Interest expense
|
(22.9
|
)
|
|
(25.0
|
)
|
|
(70.4
|
)
|
|
(73.5
|
)
|
||||
Tax receivable agreements liability adjustment
|
—
|
|
|
—
|
|
|
8.7
|
|
|
(0.1
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
||||
Other income (expense), net
|
5.6
|
|
|
0.7
|
|
|
17.0
|
|
|
1.9
|
|
||||
Income before income taxes
|
74.1
|
|
|
13.2
|
|
|
69.9
|
|
|
36.1
|
|
||||
Benefit for income taxes
|
2.7
|
|
|
0.9
|
|
|
7.4
|
|
|
2.4
|
|
||||
Net income
|
76.8
|
|
|
14.1
|
|
|
77.3
|
|
|
38.5
|
|
||||
Less: net income attributable to non-controlling interests
|
0.6
|
|
|
0.9
|
|
|
0.8
|
|
|
3.9
|
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
76.2
|
|
|
$
|
13.2
|
|
|
$
|
76.5
|
|
|
$
|
34.6
|
|
Net income attributable to GoDaddy Inc. per share of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.44
|
|
|
$
|
0.08
|
|
|
$
|
0.44
|
|
|
$
|
0.23
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.08
|
|
|
$
|
0.42
|
|
|
$
|
0.21
|
|
Weighted-average shares of Class A common stock outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
174,820
|
|
|
162,359
|
|
|
173,957
|
|
|
151,015
|
|
||||
Diluted
|
181,654
|
|
|
182,392
|
|
|
182,926
|
|
|
180,938
|
|
||||
___________________________
|
|
|
|
|
|
|
|
||||||||
(1) Costs and operating expenses include equity-based compensation as follows:
|
|
|
|||||||||||||
Cost of revenue
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Technology and development
|
10.6
|
|
|
14.5
|
|
|
50.9
|
|
|
41.8
|
|
||||
Marketing and advertising
|
2.3
|
|
|
2.4
|
|
|
10.7
|
|
|
7.4
|
|
||||
Customer care
|
1.5
|
|
|
1.4
|
|
|
6.7
|
|
|
3.9
|
|
||||
General and administrative
|
3.2
|
|
|
12.3
|
|
|
37.6
|
|
|
37.2
|
|
||||
Total equity-based compensation
|
$
|
17.7
|
|
|
$
|
30.6
|
|
|
$
|
106.2
|
|
|
$
|
90.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
76.8
|
|
|
$
|
14.1
|
|
|
$
|
77.3
|
|
|
$
|
38.5
|
|
Foreign exchange forward contracts gain (loss), net
|
2.0
|
|
|
1.1
|
|
|
2.8
|
|
|
8.1
|
|
||||
Unrealized swap gain (loss), net
|
9.6
|
|
|
3.5
|
|
|
(1.5
|
)
|
|
15.1
|
|
||||
Change in foreign currency translation adjustment
|
7.7
|
|
|
(2.8
|
)
|
|
14.0
|
|
|
0.8
|
|
||||
Comprehensive income
|
96.1
|
|
|
15.9
|
|
|
92.6
|
|
|
62.5
|
|
||||
Less: comprehensive income attributable to non-controlling interests
|
0.8
|
|
|
0.9
|
|
|
1.4
|
|
|
8.2
|
|
||||
Comprehensive income attributable to GoDaddy Inc.
|
$
|
95.3
|
|
|
$
|
15.0
|
|
|
$
|
91.2
|
|
|
$
|
54.3
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interests
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2018
|
168,549
|
|
|
$
|
0.2
|
|
|
6,254
|
|
|
$
|
—
|
|
|
$
|
699.8
|
|
|
$
|
164.8
|
|
|
$
|
(72.1
|
)
|
|
$
|
31.8
|
|
|
$
|
824.5
|
|
Impact of adoption of lease accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
0.3
|
|
|
13.2
|
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.9
|
|
|||||||
Sales of Class A common stock, net of issuance costs
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock option exercises
|
894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
17.6
|
|
|||||||
Exchanges of LLC Units
|
4,601
|
|
|
—
|
|
|
(4,601
|
)
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
(2.6
|
)
|
|
(5.9
|
)
|
|
—
|
|
|||||||
Liability pursuant to tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.8
|
|
|
—
|
|
|
27.8
|
|
|||||||
Attribution of AOCI to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.7
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
1,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Adjustment to prior period non-controlling interests allocations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|
—
|
|
|
(38.5
|
)
|
|
(13.2
|
)
|
|
—
|
|
|||||||
Balance at March 31, 2019
|
175,115
|
|
|
0.2
|
|
|
1,653
|
|
|
—
|
|
|
815.5
|
|
|
181.0
|
|
|
(86.3
|
)
|
|
13.0
|
|
|
923.4
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(12.7
|
)
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.6
|
|
|||||||
Stock option exercises
|
867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
19.4
|
|
|||||||
Issuance of Class A common stock under ESPP
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|||||||
Exchanges of LLC Units
|
87
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|
(10.1
|
)
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
|
—
|
|
|
(21.5
|
)
|
|||||||
Attribution of AOCI to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at June 30, 2019
|
176,727
|
|
|
0.2
|
|
|
1,566
|
|
|
—
|
|
|
894.1
|
|
|
168.4
|
|
|
(117.6
|
)
|
|
11.6
|
|
|
956.7
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interests
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.2
|
|
|
—
|
|
|
0.6
|
|
|
76.8
|
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|||||||
Stock option exercises
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
9.0
|
|
|||||||
Repurchases of Class A common stock
|
(6,166
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399.6
|
)
|
|
—
|
|
|
—
|
|
|
(399.6
|
)
|
|||||||
Exchanges of LLC Units
|
37
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
11.6
|
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|||||||
Attribution of AOCI to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 30, 2019
|
171,422
|
|
|
$
|
0.2
|
|
|
1,529
|
|
|
$
|
—
|
|
|
$
|
921.2
|
|
|
$
|
(155.0
|
)
|
|
$
|
(98.5
|
)
|
|
$
|
12.0
|
|
|
$
|
679.9
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2017
|
132,993
|
|
|
$
|
0.1
|
|
|
35,006
|
|
|
$
|
—
|
|
|
$
|
484.4
|
|
|
$
|
87.7
|
|
|
$
|
(85.7
|
)
|
|
$
|
60.0
|
|
|
$
|
546.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
0.9
|
|
|
4.2
|
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.5
|
|
|||||||
Stock option exercises
|
1,632
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
20.7
|
|
|||||||
Exchanges of LLC Units
|
12,925
|
|
|
—
|
|
|
(12,925
|
)
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|||||||
Liability pursuant to tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||||
Attribution of AOCI to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at March 31, 2018
|
148,359
|
|
|
0.1
|
|
|
22,081
|
|
|
—
|
|
|
537.6
|
|
|
91.0
|
|
|
(80.4
|
)
|
|
48.0
|
|
|
596.3
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|
—
|
|
|
2.1
|
|
|
20.2
|
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|||||||
Stock option exercises
|
1,020
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
15.0
|
|
|||||||
Issuance of Class A common stock under ESPP
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|||||||
Exchanges of LLC Units
|
8,175
|
|
|
—
|
|
|
(8,175
|
)
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|||||||
Liability pursuant to tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
16.3
|
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||||
Attribution of AOCI to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
1.7
|
|
|
—
|
|
|||||||
Vesting of restricted stock units
|
258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at June 30, 2018
|
158,098
|
|
|
0.2
|
|
|
13,906
|
|
|
—
|
|
|
590.1
|
|
|
109.1
|
|
|
(67.8
|
)
|
|
42.7
|
|
|
674.3
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
0.9
|
|
|
14.1
|
|
|||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|||||||
Stock option exercises
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
19.1
|
|
|||||||
Sales of Class A common stock, net of issuance costs
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exchanges of LLC Units
|
7,587
|
|
|
—
|
|
|
(7,587
|
)
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|||||||
Liability pursuant to tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
|||||||
Impact of derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|||||||
Change in foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||||
Vesting of restricted stock units
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at September 30, 2018
|
166,928
|
|
|
$
|
0.2
|
|
|
6,319
|
|
|
$
|
—
|
|
|
$
|
639.2
|
|
|
$
|
122.3
|
|
|
$
|
(66.0
|
)
|
|
$
|
34.1
|
|
|
$
|
729.8
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
77.3
|
|
|
$
|
38.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
160.9
|
|
|
176.1
|
|
||
Equity-based compensation
|
106.2
|
|
|
90.3
|
|
||
Loss on debt extinguishment
|
14.5
|
|
|
—
|
|
||
Other
|
12.7
|
|
|
(9.8
|
)
|
||
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
Registry deposits
|
5.5
|
|
|
9.5
|
|
||
Prepaid domain name registry fees
|
(20.1
|
)
|
|
(23.0
|
)
|
||
Deferred revenue
|
182.8
|
|
|
168.5
|
|
||
Other operating assets and liabilities
|
21.4
|
|
|
(18.8
|
)
|
||
Net cash provided by operating activities
|
561.2
|
|
|
431.3
|
|
||
Investing activities
|
|
|
|
||||
Purchases of short-term investments
|
(64.1
|
)
|
|
(6.9
|
)
|
||
Maturities of short-term investments
|
59.9
|
|
|
18.4
|
|
||
Business acquisitions, net of cash acquired
|
(40.3
|
)
|
|
(147.2
|
)
|
||
Purchases of property and equipment
|
(71.1
|
)
|
|
(49.5
|
)
|
||
Other investing activities
|
(1.8
|
)
|
|
(10.1
|
)
|
||
Net cash used in investing activities
|
(117.4
|
)
|
|
(195.3
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds received from:
|
|
|
|
||||
Issuance of Senior Notes
|
600.0
|
|
|
—
|
|
||
Stock option exercises
|
46.0
|
|
|
54.8
|
|
||
Issuance of Class A common stock under ESPP
|
16.6
|
|
|
11.9
|
|
||
Payments made for:
|
|
|
|
||||
Repayment of term loans
|
(618.7
|
)
|
|
(18.7
|
)
|
||
Repurchases of Class A common stock
|
(399.6
|
)
|
|
—
|
|
||
Contingent consideration for business acquisitions
|
(35.5
|
)
|
|
(9.2
|
)
|
||
Financing-related costs
|
(13.1
|
)
|
|
—
|
|
||
Leases and other financing obligations
|
(3.1
|
)
|
|
(4.8
|
)
|
||
Net cash provided by (used in) financing activities
|
(407.4
|
)
|
|
34.0
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.1
|
)
|
|
(1.5
|
)
|
||
Net increase in cash and cash equivalents
|
34.3
|
|
|
268.5
|
|
||
Cash and cash equivalents, beginning of period
|
932.4
|
|
|
582.7
|
|
||
Cash and cash equivalents, end of period
|
$
|
966.7
|
|
|
$
|
851.2
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest on long-term debt, net of swap benefit
|
$
|
53.4
|
|
|
$
|
61.8
|
|
Income taxes, net of refunds received
|
$
|
5.9
|
|
|
$
|
19.6
|
|
Supplemental information for non-cash investing and financing activities:
|
|
|
|
||||
Acquisition date fair value of contingent consideration
|
$
|
—
|
|
|
$
|
45.6
|
|
Accrued purchases of property and equipment at period end
|
$
|
3.0
|
|
|
$
|
4.8
|
|
Landlord paid tenant improvements included in purchases of property and equipment
|
$
|
7.6
|
|
|
$
|
—
|
|
|
September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements(1)
|
$
|
—
|
|
|
$
|
70.0
|
|
|
$
|
—
|
|
|
$
|
70.0
|
|
Commercial paper
|
—
|
|
|
101.4
|
|
|
—
|
|
|
101.4
|
|
||||
Money market funds
|
274.6
|
|
|
—
|
|
|
—
|
|
|
274.6
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and other
|
0.7
|
|
|
22.8
|
|
|
—
|
|
|
23.5
|
|
||||
Derivative assets
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
||||
Total assets measured and recorded at fair value
|
$
|
275.3
|
|
|
$
|
197.2
|
|
|
$
|
—
|
|
|
$
|
472.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.3
|
|
|
$
|
25.3
|
|
Derivative liabilities
|
—
|
|
|
60.6
|
|
|
—
|
|
|
60.6
|
|
||||
Total liabilities measured and recorded at fair value
|
$
|
—
|
|
|
$
|
60.6
|
|
|
$
|
25.3
|
|
|
$
|
85.9
|
|
|
|
(1)
|
Reverse repurchase agreements include a $70.0 million repurchase agreement with Morgan Stanley, callable with 31 days notice.
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements(1)
|
$
|
—
|
|
|
$
|
70.0
|
|
|
$
|
—
|
|
|
$
|
70.0
|
|
Commercial paper
|
—
|
|
|
71.4
|
|
|
—
|
|
|
71.4
|
|
||||
Money market funds
|
338.6
|
|
|
—
|
|
|
—
|
|
|
338.6
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and other
|
0.9
|
|
|
18.0
|
|
|
—
|
|
|
18.9
|
|
||||
Total assets measured and recorded at fair value
|
$
|
339.5
|
|
|
$
|
159.4
|
|
|
$
|
—
|
|
|
$
|
498.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67.9
|
|
|
$
|
67.9
|
|
Derivative liabilities
|
—
|
|
|
120.5
|
|
|
—
|
|
|
120.5
|
|
||||
Total liabilities measured and recorded at fair value
|
$
|
—
|
|
|
$
|
120.5
|
|
|
$
|
67.9
|
|
|
$
|
188.4
|
|
|
|
(1)
|
Reverse repurchase agreements include a $70.0 million repurchase agreement with Morgan Stanley, callable with 31 days notice.
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
67.9
|
|
|
$
|
20.7
|
|
Acquisition date fair value of contingent consideration
|
—
|
|
|
45.6
|
|
||
Adjustments to fair value recognized in earnings
|
1.9
|
|
|
10.0
|
|
||
Contingent consideration payments
|
(44.3
|
)
|
|
(10.0
|
)
|
||
Impact of foreign currency translation and other
|
(0.2
|
)
|
|
1.0
|
|
||
Balance at end of period
|
$
|
25.3
|
|
|
$
|
67.3
|
|
Balance at December 31, 2018
|
$
|
2,948.0
|
|
Goodwill related to acquisitions
|
21.1
|
|
|
Impact of foreign currency translation
|
(36.9
|
)
|
|
Balance at September 30, 2019
|
$
|
2,932.2
|
|
|
September 30, 2019
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
$
|
445.0
|
|
|
Domain portfolio
|
150.9
|
|
|
n/a
|
|
|
150.9
|
|
|||
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
Customer-related
|
816.2
|
|
|
$
|
(449.1
|
)
|
|
367.1
|
|
||
Developed technology
|
148.2
|
|
|
(59.5
|
)
|
|
88.7
|
|
|||
Trade names
|
77.7
|
|
|
(20.8
|
)
|
|
56.9
|
|
|||
|
$
|
1,638.0
|
|
|
$
|
(529.4
|
)
|
|
$
|
1,108.6
|
|
|
December 31, 2018
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
$
|
445.0
|
|
|
Domain portfolio
|
152.4
|
|
|
n/a
|
|
|
152.4
|
|
|||
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
Customer-related
|
850.5
|
|
|
$
|
(407.5
|
)
|
|
443.0
|
|
||
Developed technology
|
206.9
|
|
|
(103.1
|
)
|
|
103.8
|
|
|||
Trade names and other
|
92.9
|
|
|
(25.6
|
)
|
|
67.3
|
|
|||
|
$
|
1,747.7
|
|
|
$
|
(536.2
|
)
|
|
$
|
1,211.5
|
|
Year Ending December 31:
|
|
||
2019 (remainder of)
|
$
|
27.9
|
|
2020
|
108.3
|
|
|
2021
|
85.0
|
|
|
2022
|
83.2
|
|
|
2023
|
68.3
|
|
|
Thereafter
|
140.0
|
|
|
|
$
|
512.7
|
|
Offering Date
|
|
Offering Price Per Share ($)
|
|
Shares Sold by GoDaddy (#)
|
|
Proceeds Received by GoDaddy ($)
|
|
Aggregate Shares Sold by Selling Stockholders (#)
|
|
LLC Units Exchanged by Selling Stockholders (#)
|
|
Increase in Additional Paid-in Capital ($)
|
||||||
February 2019(1)
|
|
75.40
|
|
|
8
|
|
|
0.6
|
|
|
8,539
|
|
|
4,278
|
|
|
5.7
|
|
|
|
(1)
|
Following the offering, KKR and SLP no longer own shares of GoDaddy's common stock.
|
Technology and development
|
|
$
|
9.4
|
|
Marketing
|
|
2.0
|
|
|
Customer care
|
|
1.1
|
|
|
General and administrative
|
|
7.9
|
|
|
|
|
$
|
20.4
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value Per Share ($)
|
|
Weighted-
Average
Exercise
Price Per Share ($)
|
|||
Outstanding at December 31, 2018
|
9,527
|
|
|
|
|
25.77
|
|
|
Granted
|
1,318
|
|
|
24.99
|
|
|
71.98
|
|
Exercised
|
(2,186
|
)
|
|
|
|
21.03
|
|
|
Forfeited
|
(532
|
)
|
|
|
|
55.48
|
|
|
Outstanding at September 30, 2019
|
8,127
|
|
|
|
|
32.59
|
|
|
Vested at September 30, 2019
|
5,387
|
|
|
|
|
20.79
|
|
|
Number of
Shares of Class A Common Stock (#) |
|
Outstanding at December 31, 2018
|
5,356
|
|
Granted
|
2,887
|
|
Vested
|
(1,817
|
)
|
Forfeited
|
(799
|
)
|
Outstanding at September 30, 2019(1)
|
5,627
|
|
|
|
(1)
|
Includes PSUs for which performance targets have not yet been established, and which are not yet considered granted for accounting purposes. The balance of outstanding awards is comprised of the following:
|
|
Number of
Shares of Class A Common Stock (#) |
|
Weighted Average Fair Value Per Share ($)
|
||
RSUs
|
4,545
|
|
|
63.92
|
|
PSUs granted for accounting purposes
|
458
|
|
|
73.32
|
|
PSUs not yet granted for accounting purposes
|
624
|
|
|
N/A
|
|
Outstanding at September 30, 2019
|
5,627
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Current:
|
|
|
|
||||
Domains
|
$
|
748.9
|
|
|
$
|
686.3
|
|
Hosting and presence
|
529.8
|
|
|
483.3
|
|
||
Business applications
|
261.2
|
|
|
224.1
|
|
||
|
$
|
1,539.9
|
|
|
$
|
1,393.7
|
|
Noncurrent:
|
|
|
|
||||
Domains
|
$
|
383.7
|
|
|
$
|
365.8
|
|
Hosting and presence
|
187.8
|
|
|
180.6
|
|
||
Business applications
|
84.7
|
|
|
77.4
|
|
||
|
$
|
656.2
|
|
|
$
|
623.8
|
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
276.9
|
|
|
$
|
537.9
|
|
|
$
|
156.8
|
|
|
$
|
68.4
|
|
|
$
|
40.0
|
|
|
$
|
52.6
|
|
|
$
|
1,132.6
|
|
Hosting and presence
|
212.8
|
|
|
351.0
|
|
|
99.1
|
|
|
31.3
|
|
|
13.4
|
|
|
10.0
|
|
|
717.6
|
|
|||||||
Business applications
|
103.3
|
|
|
174.1
|
|
|
48.0
|
|
|
14.5
|
|
|
3.5
|
|
|
2.5
|
|
|
345.9
|
|
|||||||
|
$
|
593.0
|
|
|
$
|
1,063.0
|
|
|
$
|
303.9
|
|
|
$
|
114.2
|
|
|
$
|
56.9
|
|
|
$
|
65.1
|
|
|
$
|
2,196.1
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accrued payroll and employee benefits
|
$
|
101.5
|
|
|
$
|
105.9
|
|
Derivative liabilities
|
60.6
|
|
|
120.5
|
|
||
Current portion of operating lease liabilities
|
36.7
|
|
|
—
|
|
||
Accrued legal and professional
|
29.9
|
|
|
10.9
|
|
||
Tax-related accruals
|
27.7
|
|
|
38.4
|
|
||
Accrued acquisition-related expenses and acquisition consideration payable
|
26.4
|
|
|
74.4
|
|
||
Accrued marketing and advertising
|
16.0
|
|
|
19.4
|
|
||
Accrued other
|
40.1
|
|
|
44.8
|
|
||
|
$
|
338.9
|
|
|
$
|
414.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Term Loans (effective interest rate of 4.9% at September 30, 2019 and 4.6% at December 31, 2018)
|
$
|
1,838.6
|
|
|
$
|
2,457.3
|
|
Senior Notes (effective interest rate of 5.4% at September 30, 2019)
|
600.0
|
|
|
—
|
|
||
Revolver
|
—
|
|
|
—
|
|
||
Total
|
2,438.6
|
|
|
2,457.3
|
|
||
Less: unamortized original issue discount on long-term debt(1)
|
(11.8
|
)
|
|
(27.9
|
)
|
||
Less: unamortized debt issuance costs(1)
|
(24.6
|
)
|
|
(18.6
|
)
|
||
Less: current portion of long-term debt
|
(19.1
|
)
|
|
(16.6
|
)
|
||
|
$
|
2,383.1
|
|
|
$
|
2,394.2
|
|
|
|
(1)
|
Original issue discount and debt issuance costs are amortized to interest expense over the life of the related debt instruments using the effective interest method.
|
•
|
they are subordinated to our existing secured debt, including the Credit Facility, and any future secured debt we may issue;
|
•
|
all obligations are unconditionally guaranteed by all of our material domestic subsidiaries;
|
•
|
we are restricted by certain covenants, including limitations on our ability to incur additional indebtedness, incur additional liens, consolidate with or merge with or into another entity and sell substantially all of our assets; and
|
•
|
the covenants may be suspended if we are able to obtain and maintain investment grade ratings and no event of default has occurred.
|
Year Ending December 31:
|
|
||
2019 (remainder of)
|
$
|
6.3
|
|
2020
|
25.0
|
|
|
2021
|
25.0
|
|
|
2022
|
25.0
|
|
|
2023
|
25.0
|
|
|
Thereafter
|
2,332.3
|
|
|
|
$
|
2,438.6
|
|
|
Notional Amount
|
|
Fair Value of Derivative Assets(3)
|
|
Fair Value of Derivative Liabilities(3)
|
||||||||||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
Derivative Instrument:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forward contracts(1)
|
$
|
113.2
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Cross-currency swap(2)
|
1,326.3
|
|
|
1,397.8
|
|
|
—
|
|
|
—
|
|
|
28.8
|
|
|
119.1
|
|
||||||
Interest rate swap
|
1,292.3
|
|
|
1,302.3
|
|
|
—
|
|
|
—
|
|
|
31.7
|
|
|
1.4
|
|
||||||
|
$
|
2,731.8
|
|
|
$
|
2,700.1
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
60.6
|
|
|
$
|
120.5
|
|
|
|
(1)
|
The notional amount includes $6.7 million of foreign exchange forward contracts not designated as cash flow hedges, the aggregate fair value of which was $0.4 million at September 30, 2019.
|
(2)
|
The notional values of the cross-currency swap have been translated from Euros to U.S. dollars at the foreign currency exchange rates in effect at September 30, 2019 and December 31, 2018 of approximately 1.09 and 1.14, respectively.
|
(3)
|
In our balance sheets, all derivative assets are recorded within prepaid expenses and other current assets and all derivative liabilities are recorded within accrued expenses and other current liabilities.
|
|
Unrealized Gains (Losses) Recognized in Other Comprehensive Income
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Derivative Instrument:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts(1)
|
$
|
2.0
|
|
|
$
|
1.1
|
|
|
$
|
2.8
|
|
|
$
|
8.1
|
|
Cross-currency swap
|
12.3
|
|
|
(3.3
|
)
|
|
28.8
|
|
|
(21.7
|
)
|
||||
Interest rate swap
|
(2.7
|
)
|
|
6.8
|
|
|
(30.3
|
)
|
|
36.8
|
|
||||
|
$
|
11.6
|
|
|
$
|
4.6
|
|
|
$
|
1.3
|
|
|
$
|
23.2
|
|
|
|
(1)
|
Amounts include gains and losses realized upon contract settlement but not yet recognized into earnings from AOCI.
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
Revenue
|
|
Interest Expense
|
|
Other Income (Expense), Net
|
|
Revenue
|
|
Interest Expense
|
|
Other Income (Expense), Net
|
||||||||||||
Foreign Exchange Forward Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross Currency Swap:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income(1)
|
—
|
|
|
7.9
|
|
|
52.3
|
|
|
—
|
|
|
7.1
|
|
|
5.6
|
|
||||||
Interest Rate Swap:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
||||||
|
$
|
1.0
|
|
|
$
|
7.2
|
|
|
$
|
52.3
|
|
|
$
|
(0.4
|
)
|
|
$
|
5.9
|
|
|
$
|
5.6
|
|
|
|
(1)
|
The amount reflected in other income (expense), net includes $(52.4) million and $(5.8) million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap for the three months ended September 30, 2019 and 2018, respectively.
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Revenue
|
|
Interest Expense
|
|
Other Income (Expense), Net
|
|
Revenue
|
|
Interest Expense
|
|
Other Income (Expense), Net
|
||||||||||||
Foreign Exchange Forward Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross Currency Swap:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income(1)
|
—
|
|
|
22.5
|
|
|
61.1
|
|
|
—
|
|
|
20.7
|
|
|
46.2
|
|
||||||
Interest Rate Swap:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassified from AOCI into income
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
||||||
|
$
|
2.3
|
|
|
$
|
22.0
|
|
|
$
|
61.1
|
|
|
$
|
(2.3
|
)
|
|
$
|
14.8
|
|
|
$
|
46.2
|
|
|
|
(1)
|
The amount reflected in other income (expense), net includes $(61.6) million and $(47.3) million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap for the nine months ended September 30, 2019 and 2018, respectively.
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Operating lease costs
|
$
|
15.1
|
|
|
40.6
|
|
|
Variable lease costs
|
1.9
|
|
|
6.5
|
|
||
Sublease income
|
(0.9
|
)
|
|
(2.2
|
)
|
||
Net lease costs
|
$
|
16.1
|
|
|
$
|
44.9
|
|
|
Nine Months Ended September 30, 2019
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
36.4
|
|
ROU assets obtained in exchange for operating lease obligations
|
$
|
105.2
|
|
|
September 30, 2019
|
||
Accrued expenses and other current liabilities
|
$
|
36.7
|
|
Operating lease liabilities, net of current portion
|
184.0
|
|
|
|
$
|
220.7
|
|
2019 (remainder of)
|
$
|
12.2
|
|
2020
|
46.8
|
|
|
2021
|
42.7
|
|
|
2022
|
32.5
|
|
|
2023
|
25.0
|
|
|
Thereafter
|
118.1
|
|
|
Total lease payments
|
277.3
|
|
|
Less: imputed interest
|
(56.6
|
)
|
|
|
$
|
220.7
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
76.8
|
|
|
$
|
14.1
|
|
|
$
|
77.3
|
|
|
$
|
38.5
|
|
Less: net income attributable to non-controlling interests
|
0.6
|
|
|
0.9
|
|
|
0.8
|
|
|
3.9
|
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
76.2
|
|
|
$
|
13.2
|
|
|
$
|
76.5
|
|
|
$
|
34.6
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding—basic
|
174,820
|
|
|
162,359
|
|
|
173,957
|
|
|
151,015
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Class B common stock
|
1,543
|
|
|
10,258
|
|
|
2,592
|
|
|
19,988
|
|
||||
Stock options
|
4,177
|
|
|
7,172
|
|
|
4,765
|
|
|
7,509
|
|
||||
RSUs, PSUs and ESPP shares
|
1,114
|
|
|
2,603
|
|
|
1,612
|
|
|
2,426
|
|
||||
Weighted-average shares of Class A Common stock outstanding—diluted
|
181,654
|
|
|
182,392
|
|
|
182,926
|
|
|
180,938
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to GoDaddy Inc. per share of Class A common stock—basic
|
$
|
0.44
|
|
|
$
|
0.08
|
|
|
$
|
0.44
|
|
|
$
|
0.23
|
|
Net income attributable to GoDaddy Inc. per share of Class A common stock—diluted(1):
|
$
|
0.42
|
|
|
$
|
0.08
|
|
|
$
|
0.42
|
|
|
$
|
0.21
|
|
|
|
(1)
|
The diluted income per share calculations exclude net income attributable to non-controlling interests.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options, RSUs and PSUs
|
1,930
|
|
|
918
|
|
|
1,697
|
|
|
792
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S.
|
$
|
506.2
|
|
|
$
|
443.5
|
|
|
$
|
1,460.6
|
|
|
$
|
1,268.4
|
|
International
|
254.3
|
|
|
236.0
|
|
|
747.1
|
|
|
695.9
|
|
||||
|
$
|
760.5
|
|
|
$
|
679.5
|
|
|
$
|
2,207.7
|
|
|
$
|
1,964.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
U.S.
|
$
|
199.6
|
|
|
$
|
231.0
|
|
All other international
|
55.8
|
|
|
68.0
|
|
||
|
$
|
255.4
|
|
|
$
|
299.0
|
|
|
Foreign Currency Translation Adjustments
|
|
Net Unrealized Gains (Losses) on Cash Flow Hedges(1)
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance as of December 31, 2018(2)
|
$
|
(92.2
|
)
|
|
$
|
(22.4
|
)
|
|
$
|
(114.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
14.0
|
|
|
(84.1
|
)
|
|
(70.1
|
)
|
|||
Amounts reclassified from AOCI
|
—
|
|
|
85.4
|
|
|
85.4
|
|
|||
Other comprehensive income (loss)
|
14.0
|
|
|
1.3
|
|
|
15.3
|
|
|||
|
$
|
(78.2
|
)
|
|
$
|
(21.1
|
)
|
|
(99.3
|
)
|
|
Less: AOCI attributable to non-controlling interests
|
|
|
|
|
0.8
|
|
|||||
Balance as of September 30, 2019
|
|
|
|
|
$
|
(98.5
|
)
|
||||
|
|
|
|
|
|
||||||
Balance as of December 31, 2017(2)
|
$
|
(86.8
|
)
|
|
$
|
(45.5
|
)
|
|
$
|
(132.3
|
)
|
Other comprehensive income before reclassifications
|
0.8
|
|
|
(35.5
|
)
|
|
(34.7
|
)
|
|||
Amounts reclassified from AOCI
|
—
|
|
|
58.7
|
|
|
58.7
|
|
|||
Other comprehensive income
|
0.8
|
|
|
23.2
|
|
|
24.0
|
|
|||
|
$
|
(86.0
|
)
|
|
$
|
(22.3
|
)
|
|
(108.3
|
)
|
|
Less: AOCI attributable to non-controlling interests
|
|
|
|
|
(42.3
|
)
|
|||||
Balance as of September 30, 2018
|
|
|
|
|
$
|
(66.0
|
)
|
|
|
(1)
|
Amounts shown for our foreign exchange forward contracts include gains and losses realized upon contract settlement but not yet recognized into earnings from AOCI.
|
(2)
|
Beginning balance is presented on a gross basis, excluding the allocation of AOCI attributable to non-controlling interests.
|
•
|
Total revenue of $760.5 million, an increase of 11.9%, or approximately 13.3% on a constant currency basis(1).
|
•
|
International revenue of $254.3 million, an increase of 7.8%, or approximately 11.7% on a constant currency basis(1).
|
•
|
Total bookings(2) of $851.0 million, an increase of 14.7%, or approximately 15.7% on a constant currency basis(1).
|
•
|
Net income of $76.8 million.
|
•
|
Total customers of 19.1 million, an increase of 4.6%.
|
•
|
ARPU of $155, an increase of 7.1%.
|
•
|
Net cash provided by operating activities of $200.2 million, an increase of 30.0%.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total bookings
|
$
|
851.0
|
|
|
$
|
741.8
|
|
|
$
|
2,567.6
|
|
|
$
|
2,279.1
|
|
Total customers at period end (in thousands)
|
19,110
|
|
|
18,267
|
|
|
19,110
|
|
|
18,267
|
|
||||
Average revenue per user
|
$
|
155
|
|
|
$
|
145
|
|
|
$
|
155
|
|
|
$
|
145
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total Bookings:
|
|
||||||||||||||
Total revenue
|
$
|
760.5
|
|
|
$
|
679.5
|
|
|
$
|
2,207.7
|
|
|
$
|
1,964.3
|
|
Change in deferred revenue(1)
|
26.3
|
|
|
16.6
|
|
|
183.6
|
|
|
171.1
|
|
||||
Net refunds
|
64.7
|
|
|
45.9
|
|
|
176.8
|
|
|
145.8
|
|
||||
Other
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(2.1
|
)
|
||||
Total bookings
|
$
|
851.0
|
|
|
$
|
741.8
|
|
|
$
|
2,567.6
|
|
|
$
|
2,279.1
|
|
|
|
(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,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
$
|
|
% of Total Revenue
|
|
$
|
|
% of Total Revenue
|
|
$
|
|
% of Total Revenue
|
|
$
|
|
% of Total Revenue
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
||||||||||||||||||||||||
Domains
|
$
|
345.3
|
|
|
45.4
|
%
|
|
$
|
309.5
|
|
|
45.6
|
%
|
|
$
|
999.3
|
|
|
45.2
|
%
|
|
$
|
906.0
|
|
|
46.1
|
%
|
Hosting and presence
|
285.0
|
|
|
37.5
|
%
|
|
263.2
|
|
|
38.7
|
%
|
|
833.7
|
|
|
37.8
|
%
|
|
747.6
|
|
|
38.1
|
%
|
||||
Business applications
|
130.2
|
|
|
17.1
|
%
|
|
106.8
|
|
|
15.7
|
%
|
|
374.7
|
|
|
17.0
|
%
|
|
310.7
|
|
|
15.8
|
%
|
||||
Total revenue
|
760.5
|
|
|
100.0
|
%
|
|
679.5
|
|
|
100.0
|
%
|
|
2,207.7
|
|
|
100.0
|
%
|
|
1,964.3
|
|
|
100.0
|
%
|
||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
265.0
|
|
|
34.8
|
%
|
|
226.9
|
|
|
33.4
|
%
|
|
756.0
|
|
|
34.2
|
%
|
|
663.5
|
|
|
33.8
|
%
|
||||
Technology and development
|
116.4
|
|
|
15.3
|
%
|
|
112.2
|
|
|
16.5
|
%
|
|
367.6
|
|
|
16.7
|
%
|
|
319.3
|
|
|
16.2
|
%
|
||||
Marketing and advertising
|
79.6
|
|
|
10.5
|
%
|
|
70.1
|
|
|
10.4
|
%
|
|
260.2
|
|
|
11.8
|
%
|
|
212.0
|
|
|
10.8
|
%
|
||||
Customer care
|
86.0
|
|
|
11.3
|
%
|
|
81.8
|
|
|
12.0
|
%
|
|
263.9
|
|
|
12.0
|
%
|
|
238.5
|
|
|
12.1
|
%
|
||||
General and administrative
|
72.2
|
|
|
9.5
|
%
|
|
89.7
|
|
|
13.2
|
%
|
|
270.0
|
|
|
12.1
|
%
|
|
247.1
|
|
|
12.6
|
%
|
||||
Depreciation and amortization
|
49.9
|
|
|
6.6
|
%
|
|
61.3
|
|
|
9.0
|
%
|
|
160.9
|
|
|
7.3
|
%
|
|
176.1
|
|
|
9.0
|
%
|
||||
Total costs and operating expenses
|
669.1
|
|
|
88.0
|
%
|
|
642.0
|
|
|
94.5
|
%
|
|
2,078.6
|
|
|
94.1
|
%
|
|
1,856.5
|
|
|
94.5
|
%
|
||||
Operating income
|
91.4
|
|
|
12.0
|
%
|
|
37.5
|
|
|
5.5
|
%
|
|
129.1
|
|
|
5.9
|
%
|
|
107.8
|
|
|
5.5
|
%
|
||||
Interest expense
|
(22.9
|
)
|
|
(3.0
|
)%
|
|
(25.0
|
)
|
|
(3.7
|
)%
|
|
(70.4
|
)
|
|
(3.2
|
)%
|
|
(73.5
|
)
|
|
(3.7
|
)%
|
||||
Tax receivable agreements liability adjustment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
8.7
|
|
|
0.4
|
%
|
|
(0.1
|
)
|
|
—
|
%
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(14.5
|
)
|
|
(0.7
|
)%
|
|
—
|
|
|
—
|
%
|
||||
Other income (expense), net
|
5.6
|
|
|
0.7
|
%
|
|
0.7
|
|
|
0.1
|
%
|
|
17.0
|
|
|
0.8
|
%
|
|
1.9
|
|
|
0.1
|
%
|
||||
Income before income taxes
|
74.1
|
|
|
9.7
|
%
|
|
13.2
|
|
|
1.9
|
%
|
|
69.9
|
|
|
3.2
|
%
|
|
36.1
|
|
|
1.9
|
%
|
||||
Benefit for income taxes
|
2.7
|
|
|
0.4
|
%
|
|
0.9
|
|
|
0.1
|
%
|
|
7.4
|
|
|
0.3
|
%
|
|
2.4
|
|
|
0.1
|
%
|
||||
Net income
|
76.8
|
|
|
10.1
|
%
|
|
14.1
|
|
|
2.0
|
%
|
|
77.3
|
|
|
3.5
|
%
|
|
38.5
|
|
|
2.0
|
%
|
||||
Less: net income attributable to non-controlling interests
|
0.6
|
|
|
0.1
|
%
|
|
0.9
|
|
|
0.1
|
%
|
|
0.8
|
|
|
—
|
%
|
|
3.9
|
|
|
0.2
|
%
|
||||
Net income attributable to GoDaddy Inc.
|
$
|
76.2
|
|
|
10.0
|
%
|
|
$
|
13.2
|
|
|
1.9
|
%
|
|
$
|
76.5
|
|
|
3.5
|
%
|
|
$
|
34.6
|
|
|
1.8
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
345.3
|
|
|
$
|
309.5
|
|
|
$
|
35.8
|
|
|
11.6
|
%
|
|
$
|
999.3
|
|
|
$
|
906.0
|
|
|
$
|
93.3
|
|
|
10.3
|
%
|
Hosting and presence
|
285.0
|
|
|
263.2
|
|
|
21.8
|
|
|
8.3
|
%
|
|
833.7
|
|
|
747.6
|
|
|
86.1
|
|
|
11.5
|
%
|
||||||
Business applications
|
130.2
|
|
|
106.8
|
|
|
23.4
|
|
|
21.9
|
%
|
|
374.7
|
|
|
310.7
|
|
|
64.0
|
|
|
20.6
|
%
|
||||||
Total revenue
|
$
|
760.5
|
|
|
$
|
679.5
|
|
|
$
|
81.0
|
|
|
11.9
|
%
|
|
$
|
2,207.7
|
|
|
$
|
1,964.3
|
|
|
$
|
243.4
|
|
|
12.4
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
$
|
265.0
|
|
|
$
|
226.9
|
|
|
$
|
38.1
|
|
|
16.8
|
%
|
|
$
|
756.0
|
|
|
$
|
663.5
|
|
|
$
|
92.5
|
|
|
13.9
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Technology and development
|
$
|
116.4
|
|
|
$
|
112.2
|
|
|
$
|
4.2
|
|
|
3.7
|
%
|
|
$
|
367.6
|
|
|
$
|
319.3
|
|
|
$
|
48.3
|
|
|
15.1
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Marketing and advertising
|
$
|
79.6
|
|
|
$
|
70.1
|
|
|
$
|
9.5
|
|
|
13.6
|
%
|
|
$
|
260.2
|
|
|
$
|
212.0
|
|
|
$
|
48.2
|
|
|
22.7
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Customer care
|
$
|
86.0
|
|
|
$
|
81.8
|
|
|
$
|
4.2
|
|
|
5.1
|
%
|
|
$
|
263.9
|
|
|
$
|
238.5
|
|
|
$
|
25.4
|
|
|
10.6
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General and administrative
|
$
|
72.2
|
|
|
$
|
89.7
|
|
|
$
|
(17.5
|
)
|
|
(19.5
|
)%
|
|
$
|
270.0
|
|
|
$
|
247.1
|
|
|
$
|
22.9
|
|
|
9.3
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
$
|
49.9
|
|
|
$
|
61.3
|
|
|
$
|
(11.4
|
)
|
|
(18.6
|
)%
|
|
$
|
160.9
|
|
|
$
|
176.1
|
|
|
$
|
(15.2
|
)
|
|
(8.6
|
)%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
22.9
|
|
|
$
|
25.0
|
|
|
$
|
(2.1
|
)
|
|
(8.4
|
)%
|
|
$
|
70.4
|
|
|
$
|
73.5
|
|
|
$
|
(3.1
|
)
|
|
(4.2
|
)%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
561.2
|
|
|
$
|
431.3
|
|
Net cash used in investing activities
|
(117.4
|
)
|
|
(195.3
|
)
|
||
Net cash provided by (used in) financing activities
|
(407.4
|
)
|
|
34.0
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.1
|
)
|
|
(1.5
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
34.3
|
|
|
$
|
268.5
|
|
Period
|
|
Total Number of Shares Purchased (in thousands)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (in thousands)
|
|
Approximate Dollar Value of Shares that May Yet be Purchased under the Plan or Program (in millions)
|
||||||
July 1 - July 31
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
|||
August 1 - August 31
|
|
3,107
|
|
|
$
|
64.33
|
|
|
3,107
|
|
|
|
||
September 1 - September 30
|
|
3,059
|
|
|
$
|
65.29
|
|
|
3,059
|
|
|
|
||
Total
|
|
6,166
|
|
|
|
|
6,166
|
|
|
$
|
100.5
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
10.1+*
|
|
|
|
|
|
|
|
10.2+*
|
|
|
|
|
|
|
|
10.3+*
|
|
|
|
|
|
|
|
10.4
|
|
|
8-K
|
001-36904
|
10.1
|
10/4/19
|
|
31.1*
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
+
|
|
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.
|
|
|
GODADDY INC.
|
|
|
|
Date:
|
November 6, 2019
|
/s/ Ray E. Winborne
|
|
|
Ray E. Winborne
|
|
|
Chief Financial Officer
|
1.
|
Employment Term. Effective as of September 4, 2019 (the “Resignation Date”), Executive will voluntarily resign as Chief Executive Officer of the Company except as otherwise provided in Section 2 of this Amendment. Until the Resignation Date, Executive will continue to perform the duties, consistent with his position as Chief Executive Officer. This Section 1 of the Amendment specifically amends Sections 1 and 2 of the Employment Agreement.
|
2.
|
Director Term. Consistent with the resignation letter submitted to GoDaddy Inc. (“GDDY”) board of directors (the “Board”) on July 30, 2019, Executive will voluntarily resign as a member of the Board effective as of the Resignation Date. This Section 2 of the Amendment specifically amends the last sentence of Section 5(b) of the Employment Agreement and any other contrary provision of the Employment Agreement.
|
3.
|
Employee Compensation.
|
4.
|
Acknowledgements. Executive acknowledges and agrees that:
|
5.
|
Entire Agreement. The Employment Agreement (as amended by the Amendment), Restrictive Covenant Agreement, and the Equity Documents contain the entire understanding of the parties with respect to the subject matter of this agreement and supersede any prior agreements or understandings (including verbal agreements) between the parties relating to the subject matter of this agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. Notwithstanding the foregoing, Executive shall be covered by the Company's applicable liability insurance policy and its indemnification provisions for actions taken on behalf of the Company during the course of Executive's employment and service on the Board. This Amendment may not be altered, modified, or amended except by written instrument signed by the parties that references Section 10(b) of the Employment Agreement.
|
6.
|
Counterparts. This Amendment may be executed in counterparts. Each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement.
|
GoDaddy.com, LLC
|
|
/s/ Nima Jacobs Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
Scott W. Wagner
|
|
/s/ Scott Wagner
|
July 30, 2019
|
Desert Newco, LLC
|
|
/s/ Nima Jacobs Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
GoDaddy Inc.
|
|
/s/ Nima Jacobs Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
Term
|
Summary
|
Cross-Reference
|
Position
|
Chief Executive Officer and Director
|
Section 1
|
Reports to
|
Board of Directors
|
Section 1
|
Employment Term
|
Through December 31, 2024 unless extended
|
Section 2
|
Annual Salary
|
$1,000,000
|
Section 3(a)
|
Annual Target Bonus
|
100% of annual salary
|
Section 3(b)
|
Non-Change in Control Severance
|
• Any earned but unpaid salary or bonus
• 100% of annual salary
• 100% Annual Target Bonus for year of termination
• Payment equal to the cost of health insurance coverage for 18 months
• Acceleration of time-based equity awards that would have vested in next 12 months
• Pro-rata vesting of performance-based equity awards that would have vested for the performance period in which termination occurs, based on actual performance
|
Section 5(b)(iii)
|
Change in Control Severance
|
• Any earned but unpaid salary or bonus
• 150% of annual salary
• 150% of Annual Target Bonus for the year of termination
• Payment equal to the cost of health insurance coverage for 18 months
• Acceleration of all time-based and performance-based equity awards (at the greater of target or actual performance)
|
Section 5(b)(iv)
|
4.
|
Employee Benefits.
|
GoDaddy.com, LLC
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
Aman Bhutani
|
|
/s/ Aman Bhutani
|
July 30, 2019
|
GoDaddy Inc.
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
Desert Newco, LLC (Soley for purposes of Section 9(b) hereof)
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
July 30, 2019
|
GODADDY.COM, LLC
|
|
AMAN BHUTANI
|
By: _____________________________
|
|
Signature:___________________________
|
Print Name: Nima Jacobs Kelly
|
|
Date: ______________________________
|
Title: Chief Legal Officer
|
|
|
Date: ________________________
|
|
|
Term
|
Summary
|
Cross-Reference
|
Position
|
Chief Operating Officer
|
Section 1
|
Reports to
|
Aman Bhutani - Chief Executive Officer
|
Section 1
|
Employment Term
|
Through December 31, 2024 unless extended
|
Section 2
|
Annual Salary
|
$500,000
|
Section 3(a)
|
Annual Target Bonus
|
100% of annual salary
|
Section 3(b)
|
Non-Change in Control Severance
|
• Any earned but unpaid salary or bonus
• 100% of annual salary
• 100% target Annual Bonus for year of termination
• Payment equal to the cost of health insurance coverage for 18 months
• Acceleration of time-based equity awards that would have vested in next 12 months
• Pro-rata vesting of performance-based equity awards that would have vested for the performance period in which termination occurs, based on actual performance
|
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 18 months
• Acceleration of all time-based and performance-based equity awards (at the greater of target or actual performance)
|
Section 5(b)(iv)
|
4.
|
Employee Benefits.
|
GoDaddy.com, LLC
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
September 24, 2019
|
Andrew Low Ah Kee
|
|
/s/ Andrew Low Ah Kee
|
September 23, 2019
|
GoDaddy Inc.
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
September 24, 2019
|
Desert Newco, LLC (Soley for purposes of Section 9(b) hereof)
|
|
/s/ Nima Kelly
|
By: Nima Jacobs Kelly
|
September 24, 2019
|
By:
|
/s/ Aman Bhutani
|
|
Aman Bhutani
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ Ray E. Winborne
|
|
Ray E. Winborne
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
By:
|
/s/ Aman Bhutani
|
|
Aman Bhutani
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ Ray E. Winborne
|
|
Ray E. Winborne
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|