# GoDaddy Inc.: Form 10-Q for the period ended Jun 30, 2016

- Company: [GoDaddy Inc.](/companies/gddy.md) (CIK 1609711)
- Form: 10-Q
- Filed: 2016-08-04
- Accepted by EDGAR: Aug 3, 2016, 22:38 ET
- Period: 2016-06-30
- Accession: 0001609711-16-000172
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1609711/000160971116000172/a6302016-2qx2016x10xq.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1609711/000160971116000172/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2016-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2016-04-01 to 2016-06-30 | $162.1m | us-gaap:CostOfServices |
| Cost of revenue | 6 months, 2016-01-01 to 2016-06-30 | $316.5m | us-gaap:CostOfServices |
| Operating income | 3 months, 2016-04-01 to 2016-06-30 | $9.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2016-01-01 to 2016-06-30 | $11.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2016-04-01 to 2016-06-30 | $14.3m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2016-01-01 to 2016-06-30 | $28.6m | us-gaap:InterestExpense |
| Income tax | 3 months, 2016-04-01 to 2016-06-30 | −$400.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2016-01-01 to 2016-06-30 | $1.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2016-04-01 to 2016-06-30 | −$8.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2016-01-01 to 2016-06-30 | −$19.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 6 months, 2016-01-01 to 2016-06-30 | −$0.26 | us-gaap:EarningsPerShareBasicAndDiluted |
| Diluted shares (weighted) | 3 months, 2016-04-01 to 2016-06-30 | 79,872,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2016-01-01 to 2016-06-30 | $197.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2016-01-01 to 2016-06-30 | $10.8m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2016-06-30 | $472.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2016-06-30 | $860.7m | us-gaap:AssetsCurrent |
| Total assets | at 2016-06-30 | $3.67bn | us-gaap:Assets |
| Current liabilities | at 2016-06-30 | $1.23bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2016-06-30 | $1.04bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2016-06-30 | $4.1m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2016-06-30 | $441.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 49,360 characters.

*The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and related notes and the discussion in the “Business” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our 2015 Form 10-K.*

#### (Throughout this discussion and analysis, dollars are in millions unless otherwise noted.)

### Second Quarter Financial Highlights

Below are our key financial highlights as of and for the three months ended June 30, 2016. All comparisons are to the three months ended June 30, 2015.

- Total revenue of $456.2 million, an increase of 15.6%, or approximately 17.6% on a constant currency basis(1).
- International revenue of $119.0 million, an increase of 17.6%, or approximately 25.0% on a constant currency basis(1).
- Total bookings(2) of $538.6 million, an increase of 13.2%, or approximately 14.4% on a constant currency basis(1).
- Net loss was $11.1 million.
- Adjusted EBITDA(2), a non-GAAP financial measure, increased 25.8% to $103.5 million.
- Total customers increased 7.9% to 14.3 million.
- Average revenue per user increased 6.2% to $125.
- Cash and cash equivalents were $472.1 million.
- Net cash provided by operating activities was $92.4 million.
- Capital expenditures were $14.6 million.

#### (1) Discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk."

*(2) Reconciliations of total bookings to total revenue and Adjusted EBITDA to net loss, the most directly comparable GAAP financial measures, are set forth in "Reconciliation of Non-GAAP Financial Measure and Other Operating Metric" below.*

### Key Metrics

We monitor the following key metrics to help us evaluate growth trends, establish budgets and assess operational performance. In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measure and other operating metrics are useful in evaluating our business:

*(in millions, except customers in thousands and ARPU)*

|  | Three Months Ended June 30, 2016 | 2015 | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Total bookings | $538.6 | $475.9 | $1,096.4 | $974.6 |
| Total customers at period end | 14,327 | 13,281 | 14,327 | 13,281 |
| Average revenue per user (ARPU) | $125 | $118 | $125 | $118 |
| Adjusted EBITDA | $103.5 | $82.3 | $219.1 | $176.2 |

22

*Total bookings.* Total bookings represents cash receipts from the sale of products to customers in a given period before giving effect to certain adjustments, primarily net refunds granted in the period. Total bookings provides valuable insight into the sales of our products and the performance of our business since we typically collect payment at the time of sale and recognize revenue ratably over the term of our customer contracts. We report total bookings without giving effect to refunds granted in the period because refunds often occur in periods different from the period of sale for reasons unrelated to the marketing efforts leading to the initial sale. Accordingly, by excluding net refunds, we believe total bookings reflects the effectiveness of our sales efforts in a given period.

Total bookings increased 13.2% from $475.9 million for the three months ended June 30, 2015 to $538.6 million for the three months ended June 30, 2016 and increased 12.5% from $974.6 million for the six months ended June 30, 2015 to $1,096.4 million for the six months ended June 30, 2016. These increases were primarily driven by a 7.9% increase in total customers since June 30, 2015, a 4.5% increase in domains under management over the same period, continued increases in our aftermarket domains business, broadened customer adoption of non-domains products and a higher growth rate associated with our continued expansion in international markets, partially offset by the impact of adverse movements in foreign currency exchange rates.

*Total customers.* We define total customers as those, as of the end of a period, having an active subscription. A single user may be counted as a customer more than once if the user maintains active subscriptions in multiple accounts. Total customers is an indicator of the scale of our business and is a critical factor in our ability to increase our revenue base.

Total customers increased 7.9% from 13.3 million as of June 30, 2015 to 14.3 million as of June 30, 2016. Our customer growth primarily resulted from our continued international expansion, our ongoing marketing and advertising initiatives and our enhanced and expanded product offerings.

*Average revenue per user (ARPU).* We calculate ARPU as total revenue during the preceding 12 month period divided by the average of the number of total customers at the beginning and end of the period. ARPU provides insight into our ability to sell additional products to customers, though the impact to date has been muted due to our continued growth in total customers.

ARPU increased 6.2% from $118 for the period ended June 30, 2015 to $125 for the period ended June 30, 2016, primarily due to broadened customer adoption of our products resulting in increased customer spend, revenue from acquired businesses and, to a lesser extent, the reduced impact of purchase accounting adjustments, partially offset by the impact of adverse movements in foreign currency exchange rates.

*Adjusted EBITDA.* Adjusted EBITDA is a measure of our performance aligning our bookings and operating expenditures, and is the primary metric management uses to evaluate the profitability of our business. We calculate Adjusted EBITDA as net loss excluding depreciation and amortization, interest expense (net), provision (benefit) for income taxes and adjustments to the TRA liability, equity-based compensation expense, change in deferred revenue including the impact of realized gains or losses from the hedging of bookings in foreign currencies, change in prepaid and accrued registry costs and acquisition and sponsor-related costs. Acquisition and sponsor-related costs include (i) retention and acquisition-specific employee costs, (ii) acquisition-related professional fees, (iii) adjustments to the fair value of contingent consideration, (iv) costs incurred under the transaction and monitoring fee agreement with the Sponsors, which was terminated in connection with the IPO, (v) costs incurred under the executive chairman services agreement, which was terminated in connection with the IPO, (vi) costs associated with consulting services provided by KKR Capstone and (vii) the loss incurred on the extinguishment of the senior note. As a result of our business model, we typically collect payment at the time of sale and generally recognize revenue ratably over the term of our customer contracts. At the time of a domain sale, we also incur the obligation for the domain name registry fees associated with the customer contract. As a result, sales to customers increase our deferred revenue and prepaid and accrued registry costs. We therefore adjust net loss for changes in deferred revenue and changes in the associated prepaid and accrued registry costs to facilitate a comparison of our performance from period to period.

Adjusted EBITDA increased 25.8% from $82.3 million for the three months ended June 30, 2015 to $103.5 million for the three months ended June 30, 2016 and increased 24.3% from $176.2 million for the six months ended June 30, 2015 to $219.1 million for the six months ended June 30, 2016. These increases primarily resulted from our revenue growth, revenue from acquired businesses and improved operating efficiencies.

Beginning in the third quarter, we intend to modify our non-GAAP financial measures to ensure compliance with interpretations on the use of such measures recently issued by the SEC. As a result, we will transition away from our historical presentation of Adjusted EBITDA and intend to gather feedback from the investment community regarding the most appropriate and transparent way to bridge from our current metrics to any new measures. We do not expect any potential new metrics or measures to affect our business.

### Reconciliation of Non-GAAP Financial Measure and Other Operating Metric

Our non-GAAP financial measure, Adjusted EBITDA, has limitations as an analytical tool and you should not consider it in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of this non-GAAP financial measure versus its nearest GAAP equivalent. Adjusted EBITDA is not a substitute for net loss. This non-GAAP financial measure may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently, particularly related to adjustments for acquisition accounting and non-recurring expenses. Adjusted EBITDA also excludes certain recurring expenses that have been, and will continue to be, significant expenses of our business.

The following tables reconcile bookings and Adjusted EBITDA to their most directly comparable GAAP financial measure.

| Total Bookings: | Three Months Ended June 30, 2016 | 2015 | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $456.2 | $394.5 | $889.9 | $770.8 |
| Change in deferred revenue(1) | 47.7 | 45.1 | 131.0 | 132.1 |
| Net refunds | 35.0 | 35.4 | 73.4 | 70.5 |
| Other | (0.3) | 0.9 | 2.1 | 1.2 |
| **Total bookings** | $538.6 | $475.9 | $1,096.4 | $974.6 |

(1) Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.

| Adjusted EBITDA: | Three Months Ended June 30, 2016 | 2015 | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(11.1) | $(71.3) | $(29.4) | $(114.7) |
| Interest expense, net of interest income(1) | 14.0 | 16.4 | 27.9 | 39.9 |
| (Benefit) provision for income taxes and adjustments to the TRA liability | 5.7 | 0.2 | 11.7 | (0.2) |
| Depreciation and amortization | 39.3 | 38.4 | 78.2 | 75.8 |
| Equity-based compensation expense | 10.8 | 9.8 | 22.8 | 18.5 |
| Change in deferred revenue(2) | 47.7 | 45.1 | 131.0 | 132.1 |
| Change in prepaid and accrued registry costs(3) | (3.7) | (8.2) | (24.3) | (28.8) |
| Acquisition and sponsor-related costs(4) | 0.8 | 51.9 | 1.2 | 53.6 |
| **Adjusted EBITDA** | $103.5 | $82.3 | $219.1 | $176.2 |

(1) Interest income is included in “Other income (expense), net.”

(2) Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.

(3) Change in prepaid and accrued registry costs includes the changes in prepaid domain name registry fees, registry deposits and registry payables.

(4) Cash paid for acquisition and sponsor-related costs was $0.1 million and $29.7 million for the three months ended June 30, 2016 and 2015, and $0.4 million and $30.3 million for the six months ended June 30, 2016 and 2015, respectively.

### Results of Operations

The following tables set forth our consolidated results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

| Revenue: | Three Months Ended June 30, 2016 | 2015 | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Domains | $229.8 | $208.5 | $448.7 | $407.7 |
| Hosting and presence | 167.5 | 145.5 | 327.9 | 285.7 |
| Business applications | 58.9 | 40.5 | 113.3 | 77.4 |
| Total revenue | 456.2 | 394.5 | 889.9 | 770.8 |
| Costs and operating expenses: |  |  |  |  |
| Cost of revenue (excluding depreciation and amortization) | 162.1 | 139.7 | 316.5 | 276.9 |
| Technology and development | 70.2 | 67.0 | 141.9 | 133.9 |
| Marketing and advertising | 60.0 | 50.8 | 117.5 | 101.5 |
| Customer care | 62.1 | 55.7 | 123.8 | 112.4 |
| General and administrative | 52.8 | 76.5 | 101.0 | 124.4 |
| Depreciation and amortization | 39.3 | 38.4 | 78.2 | 75.8 |
| Total costs and operating expenses | 446.5 | 428.1 | 878.9 | 824.9 |
| Operating income (loss) | 9.7 | (33.6) | 11.0 | (54.1) |
| Interest expense | (14.3) | (16.6) | (28.6) | (40.1) |
| Tax receivable agreements liability adjustment | (6.1) | — | (10.7) | — |
| Loss on debt extinguishment | — | (21.4) | — | (21.4) |
| Other income (expense), net | (0.8) | 0.5 | (0.1) | 0.7 |
| Loss before income taxes | (11.5) | (71.1) | (28.4) | (114.9) |
| Benefit (provision) for income taxes | 0.4 | (0.2) | (1.0) | 0.2 |
| Net loss | (11.1) | (71.3) | (29.4) | (114.7) |
| Less: net loss attributable to non-controlling interests | (2.2) | (41.5) | (10.0) | (41.5) |
| Net loss attributable to GoDaddy Inc. | $(8.9) | $(29.8) | $(19.4) | $(73.2) |

25

| Revenue: | Three Months Ended June 30, 2016 | 2015 | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Domains | 50.4% | 52.9% | 50.4% | 52.9% |
| Hosting and presence | 36.7% | 36.9% | 36.9% | 37.1% |
| Business applications | 12.9% | 10.2% | 12.7% | 10.0% |
| Total revenue | 100.0% | 100.0% | 100.0% | 100.0% |
| Costs and operating expenses: |  |  |  |  |
| Cost of revenue (excluding depreciation and amortization) | 35.5% | 35.4% | 35.6% | 35.9% |
| Technology and development | 15.4% | 17.0% | 15.9% | 17.4% |
| Marketing and advertising | 13.2% | 12.9% | 13.2% | 13.2% |
| Customer care | 13.6% | 14.1% | 13.9% | 14.6% |
| General and administrative | 11.6% | 19.4% | 11.4% | 16.1% |
| Depreciation and amortization | 8.6% | 9.7% | 8.8% | 9.8% |
| Total costs and operating expenses | 97.9% | 108.5% | 98.8% | 107.0% |
| Operating income (loss) | 2.1% | (8.5)% | 1.2% | (7.0)% |
| Interest expense | (3.1)% | (4.2)% | (3.2)% | (5.2)% |
| Tax receivable agreements liability adjustment | (1.4)% | —% | (1.2)% | —% |
| Loss on debt extinguishment | —% | (5.4)% | —% | (2.8)% |
| Other income (expense), net | (0.2)% | 0.1% | —% | 0.1% |
| Loss before income taxes | (2.6)% | (18.0)% | (3.2)% | (14.9)% |
| Benefit (provision) for income taxes | 0.1% | (0.1)% | (0.1)% | —% |
| Net loss | (2.5)% | (18.1)% | (3.3)% | (14.9)% |
| Less: net loss attributable to non-controlling interests | (0.5)% | (10.5)% | (1.1)% | (5.4)% |
| Net loss attributable to GoDaddy Inc. | (2.0)% | (7.6)% | (2.2)% | (9.5)% |

### Revenue

We generate substantially all of our revenue from sales of product subscriptions, including domain registrations and renewals, hosting and presence offerings and business applications. Our subscription terms are typically one year, but can range from monthly terms to multi-annual terms of up to 10 years depending on the product. We generally collect the full amount of subscription fees at the time of sale, but recognize revenue ratably over the applicable contract term.

Domains revenue primarily consists of revenue from the sale of domain registration subscriptions, domain add-ons and aftermarket domain sales. Domain registrations provide a customer with the exclusive use of a domain during the applicable contract term. After the contract term expires, unless renewed, the customer can no longer access the domain.

Hosting and presence revenue primarily consists of revenue from the sale of subscriptions for our website hosting products, website building products, online visibility products, security products and an online store.

Business applications revenue primarily consists of revenue from the sale of subscriptions for email accounts, online calendar, online data storage, third-party productivity applications and email marketing tools.

Revenue is presented net of refunds, and we maintain a reserve to provide for refunds granted to customers. Our reserve is an estimate based on historical refund experience. Refunds reduce deferred revenue at the time they are granted and result in a reduced amount of revenue recognized over the applicable subscription terms compared to the amount originally expected.

The following table presents our revenue during the three and six months ended June 30, 2016 and 2015:

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Domains | $229.8 | $208.5 | $21.3 | 10% | $448.7 | $407.7 | $41.0 | 10% |
| Hosting and presence | 167.5 | 145.5 | 22.0 | 15% | 327.9 | 285.7 | 42.2 | 15% |
| Business applications | 58.9 | 40.5 | 18.4 | 45% | 113.3 | 77.4 | 35.9 | 46% |
| Total revenue | $456.2 | $394.5 | $61.7 | 16% | $889.9 | $770.8 | $119.1 | 15% |

Total revenue increased $61.7 million, or 15.6%, from $394.5 million for the three months ended June 30, 2015 to $456.2 million for the three months ended June 30, 2016 and increased $119.1 million, or 15.5%, from $770.8 million for the six months ended June 30, 2015 to $889.9 million for the six months ended June 30, 2016. These increases were primarily driven by growth in total customers and ARPU, as well as revenue from acquired businesses. Total customers increased 1.0 million, or 7.9%, from 13.3 million as of June 30, 2015 to 14.3 million as of June 30, 2016. The increase in customers impacted each of our revenue lines, as the additional customers purchased subscriptions across our product portfolio.

#### Domains

Domains revenue increased $21.3 million, or 10.2%, from $208.5 million for the three months ended June 30, 2015 to $229.8 million for the three months ended June 30, 2016. The increase was primarily attributable to an $11.5 million increase in revenue from domain registrations and renewals and a $7.2 million increase in revenue from aftermarket domain sales.

Domains revenue increased $41.0 million, or 10.1%, from $407.7 million for the six months ended June 30, 2015 to $448.7 million for the six months ended June 30, 2016. This increase was primarily attributable to a $24.4 million increase in revenue from domain registrations and renewals and a $13.5 million increase in revenue from aftermarket domain sales.

Domains under management increased 4.5% from 60.1 million as of June 30, 2015 to 62.8 million as of June 30, 2016, impacting domains revenue in both periods.

#### Hosting and presence

Hosting and presence revenue increased $22.0 million, or 15.1%, from $145.5 million for the three months ended June 30, 2015 to $167.5 million for the three months ended June 30, 2016. The increase was primarily attributable to a $10.5 million increase in revenue from our website hosting and website building products and a $6.6 million increase in revenue from sales of our security products.

Hosting and presence revenue increased $42.2 million, or 14.8%, from $285.7 million for the six months ended June 30, 2015 to $327.9 million for the six months ended June 30, 2016. The increase was primarily attributable to a $21.8 million increase in revenue from our website hosting and website building products and a $13.2 million increase in revenue from sales of our security products.

#### Business applications

Business applications revenue increased $18.4 million, or 45.4%, from $40.5 million for the three months ended June 30, 2015 to $58.9 million for the three months ended June 30, 2016 and increased $35.9 million, or 46.4%, from $77.4 million for the six months ended June 30, 2015 to $113.3 million for the six months ended June 30, 2016. These increases were primarily driven by our offering of expanded email and productivity solutions and increased customer adoption of our business applications products.

### Costs and Operating Expenses

#### Cost of revenue

Costs of revenue are the direct costs we incur in connection with selling an incremental product to our customers. Substantially all cost of revenue relates to domain registration fees paid to the various domain registries, payment processing fees, third-party commissions and licensing fees for third-party productivity applications. Similar to our billing practices, we pay domain costs at the time of purchase for the life of each customer subscription, but recognize the costs of service ratably over the term of our customer contracts. The terms of registry pricing are established by agreements between registries and registrars, and can vary significantly depending on the TLD. We expect cost of revenue to increase in absolute dollars in future periods as we expand our domains business and increase our customer base. Cost of revenue may increase or decrease as a percentage of total revenue, depending on the mix of products sold in a particular period and the sales and marketing channels used.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Cost of revenue (excluding depreciation and amortization) | $162.1 | $139.7 | $22.4 | 16% | $316.5 | $276.9 | $39.6 | 14% |

Cost of revenue increased $22.4 million, or 16.0%, from $139.7 million for the three months ended June 30, 2015 to $162.1 million for the three months ended June 30, 2016. This increase was primarily attributable to a $7.0 million increase in domain registration costs driven by a 4.5% increase in domains under management as well as a higher per domain registration cost associated with many of the new gTLDs, a $6.0 million increase in software licensing fees primarily related to increased sales of email and productivity solutions and increased third-party commissions driven by increased aftermarket domain sales.

Cost of revenue increased $39.6 million, or 14.3%, from $276.9 million for the six months ended June 30, 2015 to $316.5 million for the six months ended June 30, 2016. This increase was primarily attributable to an $15.8 million increase in domain registration costs driven by a 4.5% increase in domains under management as well as a higher per domain registration cost associated with many of the new gTLDs, a $10.1 million increase in software licensing fees primarily related to increased sales of email and productivity solutions, increased third-party commissions driven by increased aftermarket domain sales and increased payment processing fees due to the overall bookings increase.

#### Technology and development

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and websites. These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the data centers and systems infrastructure supporting those products, excluding depreciation expense. We expect technology and development expense to increase in absolute dollars as we continue to enhance existing products, develop new products and geographically diversify our data center footprint. Technology and development expenses may increase or decrease as a percentage of total revenue depending on our level of investment in additional personnel and the expansion of our global infrastructure footprint. Our investments in additional technology and development expenses are made to enhance our integrated technology infrastructure and support our new and enhanced product offerings, international expansion and the overall growth of our business.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Technology and development | $70.2 | $67.0 | $3.2 | 5% | $141.9 | $133.9 | $8.0 | 6% |

Technology and development expenses increased $3.2 million, or 4.8%, from $67.0 million for the three months ended June 30, 2015 to $70.2 million for the three months ended June 30, 2016 due to immaterial increases in a variety of expenses associated with our international expansion and the overall growth of our business.

Technology and development expenses increased $8.0 million, or 6.0%, from $133.9 million for the six months ended June 30, 2015 to $141.9 million for the six months ended June 30, 2016. The increase was primarily attributable to a $4.6 million increase in compensation-related costs for our technology and development employees as well as increased expenses associated with our international expansion and the overall growth of our business.

#### Marketing and advertising

Marketing and advertising expenses represent the costs associated with attracting and acquiring customers, primarily consisting of fees paid to third parties for marketing and advertising campaigns across television and radio, search engines, online display, social media and spokesperson and event sponsorships. These expenses also include personnel costs and affiliate program commissions. We expect marketing and advertising expenses to fluctuate both in absolute dollars and as a percentage of total revenue depending on the size and scope of our future campaigns, particularly related to new product introductions and the growth of our international business.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Marketing and advertising | $60.0 | $50.8 | $9.2 | 18% | $117.5 | $101.5 | $16.0 | 16% |

Marketing and advertising expenses increased $9.2 million, or 18.1%, from $50.8 million for the three months ended June 30, 2015 to $60.0 million for the three months ended June 30, 2016 and increased $16.0 million, or 15.8%, from $101.5 million for the six months ended June 30, 2015 to $117.5 million for the six months ended June 30, 2016. These increases were primarily attributable to increased discretionary advertising spend driven by our international expansion.

#### Customer care

Customer care expenses represent the costs to advise our customers and service their needs, primarily consisting of personnel costs. We expect these expenses to increase in absolute dollars in the future as we expand our domestic and international Customer Care teams due to increases in total customers. We expect Customer Care expenses to fluctuate as a percentage of total revenue depending on the level of personnel required to support the continued growth of our business.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Customer care | $62.1 | $55.7 | $6.4 | 11% | $123.8 | $112.4 | $11.4 | 10% |

Customer care expenses increased $6.4 million, or 11.5%, from $55.7 million for the three months ended June 30, 2015 to $62.1 million for the three months ended June 30, 2016. The increase was primarily due to a $4.3 million increase in compensation-related costs driven by increased average headcount, as well as incremental costs associated with the continued expansion of our international third-party Customer Care locations.

Customer care expenses increased $11.4 million, or 10.1%, from $112.4 million for the six months ended June 30, 2015 to $123.8 million for the six months ended June 30, 2016. The increase was primarily due to an $8.0 million increase in compensation-related costs driven by increased average headcount, as well as incremental costs associated with the continued expansion of our international third-party Customer Care locations.

#### General and administrative

General and administrative expenses primarily consist of personnel costs for our administrative functions, professional service fees, office rent for all locations, all employee travel expenses, sponsor-based costs and other general costs. We expect general and administrative expenses to increase in absolute dollars in the future as a result of our overall growth and increased personnel costs.

In the three and six months ended June 30, 2015, general and administrative expenses include $29.7 million of additional expenses related to certain payments made following the completion of the IPO, including $26.7 million paid to the Sponsors in connection with the termination of the transaction and monitoring fee agreement and $3.0 million paid to Bob Parsons in connection with the termination of the executive chairman services agreement.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| General and administrative | $52.8 | $76.5 | $(23.7) | (31)% | $101.0 | $124.4 | $(23.4) | (19)% |

General and administrative expenses decreased $23.7 million, or 31.0%, from $76.5 million for the three months ended June 30, 2015 to $52.8 million for the three months ended June 30, 2016. Excluding the termination payments discussed above, general and administrative expenses increased $6.0 million, or 12.8%, from $46.8 million for the three months ended June 30, 2015 to $52.8 million for the three months ended June 30, 2016, primarily due to a $4.1 million increase in compensation-related costs driven by increased average headcount.

General and administrative expenses decreased $23.4 million, or 18.8%, from $124.4 million for the six months ended June 30, 2015 to $101.0 million for the six months ended June 30, 2016. Excluding the termination payments discussed above, general and administrative expenses increased $6.3 million, or 6.7%, from $94.7 million for the six months ended June 30, 2015 to $101.0 million for the six months ended June 30, 2016, primarily due to a $4.6 million increase in compensation-related costs driven by increased average headcount.

#### Depreciation and amortization

Depreciation and amortization expenses consist of charges relating to the depreciation of the property and equipment used in our business and the amortization of acquired intangible assets. Depreciation and amortization may increase or decrease in absolute dollars in future periods depending on our future level of capital investments in hardware and other equipment as well as amortization expense associated with future acquisitions.

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Depreciation and amortization | $39.3 | $38.4 | $0.9 | 2% | $78.2 | $75.8 | $2.4 | 3% |

There were no material changes in depreciation and amortization expense between the periods presented.

#### Interest expense

|  | Three Months Ended June 30, 2016 | 2015 | Change $% |  | Six Months Ended June 30, 2016 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest expense | $14.3 | $16.6 | $(2.3) | (14)% | $28.6 | $40.1 | $(11.5) | (29)% |

Interest expense decreased $2.3 million, or 13.9%, from $16.6 million for the three months ended June 30, 2015 to $14.3 million for the three months ended June 30, 2016 and decreased $11.5 million, or 28.7%, from $40.1 million for the six months ended June 30, 2015 to $28.6 million for the six months ended June 30, 2016, primarily driven by interest savings resulting from our repayment of the senior note to YAM in April 2015.

#### Loss on debt extinguishment

In April 2015, we recognized a $21.4 million loss on debt extinguishment as a result of the repayment of the senior note to YAM, which consisted of prepayment premium of $13.5 million and the write-off of $7.1 million of unamortized original issue discount and $0.8 million of deferred financing costs.

### Liquidity and Capital Resources

### Overview

Excluding our IPO proceeds, our principal sources of liquidity have been cash flow generated from operations and long-term debt borrowings. Our principal uses of cash have been to fund operations, acquisitions and capital expenditures, as well as make distributions to holders of LLC Units, interest payments and mandatory principal payments on our long-term debt.

In general, we seek to deploy our capital in a systematically prioritized manner focusing first on requirements for operations, then on growth investments, and finally on equity holder returns. Our strategy is to deploy capital from any potential source, whether debt, equity or internally generated cash, depending on the adequacy and availability of the source of capital and which source may be used most efficiently and at the lowest cost at such time. Therefore, while cash generated from operations is our primary source of operating liquidity and we believe our internally generated cash flows are sufficient to support our day-to-day operations, we use a variety of capital sources to fund our needs for less predictable investment decisions such as acquisitions.

We have incurred long-term debt, including under the Credit Facility described below, to fund acquisitions and for our working capital needs. As a result of our debt, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. However, the restrictions under our Credit Facility are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders.

We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support domestic and international development efforts, continued brand development and advertising spend, the expansion of Customer Care and general and administrative activities, the introduction of new and enhanced product offerings, the costs to support new and replacement capital equipment and the completion of strategic acquisitions.

In May 2016, we entered into a definitive agreement to acquire Freedom Voice Systems, Inc., a provider of cloud-based communications systems for small to mid-sized businesses, for $42.0 million in cash and additional contingent earn-out payments of up to an additional $5.0 million payable upon the achievement of specified milestones. The acquisition is subject to a number of closing conditions, including obtaining regulatory approvals, and is expected to be completed before the end of 2016.

### Credit Facility

Our Credit Facility consists of the $1,100.0 million Term Loan maturing on May 13, 2021 and the available $150.0 million Revolving Credit Loan maturing on May 13, 2019, as described in Note 8 to our consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

The Credit Facility is subject to customary fees for loan facilities of this type, including a commitment fee on the Revolving Credit Loan. The Term Loan is required to be repaid in quarterly installments of 0.25% of the original principal, with the balance due at maturity. The Term Loan must be repaid with proceeds from certain asset sales and debt issuances and with a portion of our excess cash flow, up to 50.0%, depending on our net leverage ratio. The Credit Facility is guaranteed by all of our material domestic subsidiaries and is secured by substantially all of our and such subsidiaries' real and personal property.

The Credit Facility contains covenants restricting, among other things, our ability, or the ability of our subsidiaries, to incur indebtedness, issue certain types of equity, incur liens, enter into fundamental changes including mergers and consolidations, sell assets, make restricted payments including dividends, distributions and investments, prepay junior indebtedness and engage in operations other than in connection with acting as a holding company, subject to customary exceptions. The Revolving Credit Loan also contains a financial covenant requiring us to maintain a maximum net leverage ratio of 7.25:1.00 at all times our usage exceeds 30.0% of the maximum capacity. The net leverage ratio is calculated as the ratio of first lien secured debt less cash and cash equivalents to consolidated EBITDA (as defined in the Credit Facility). As of June 30, 2016, we were in compliance with all such covenants and had no amounts drawn on the Revolving Credit Loan.

### Tax Receivable Agreements

We are a party to five TRAs. Under four of these agreements, we are generally required to pay to certain pre-IPO owners approximately 85% of the amount of savings, if any, in U.S. federal, state and local income tax we are deemed to realize (using the actual U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result of (1) any existing tax attributes associated with LLC Units acquired in the pre-IPO organizational transactions, the benefit of which is allocable to us as a result of such transactions (including the allocable share of Desert Newco’s existing tax basis in its assets), (2) NOLs available as a result of such transactions and (3) tax benefits related to imputed interest.

As of December 31, 2015, our liability under the TRAs was $151.6 million, representing approximately 85% of the calculated tax savings based on the portion of the OBAs we anticipated being able to utilize in future years.

In April 2016, we completed a secondary offering in which certain stockholders sold an aggregate of 18,975 shares of our Class A common stock at a public offering price of $30.25 per share. We did not receive any of the proceeds from the sale of these shares. The offering also included the exchange of 10,382 LLC Units (together with the corresponding shares of Class B common stock) for Class A common stock by certain selling stockholders.

During the six months ended June 30, 2016, we increased the liability under the TRAs to $200.8 million, including $6.9 million recorded as a current liability. The offsetting amounts to this increase consisted of 1) a $38.5 million reduction of additional paid-in capital resulting from the completion of the April 2016 secondary offering and 2) a $10.7 million charge to our consolidated statement of operations, which was primarily due to: i) an increase in our ownership of Desert Newco, ii) the finalization of Desert Newco's 2015 taxable income allocated to us and iii) a change in forecasted 2016 taxable income.

We have determined it is more-likely-than-not we will be unable to utilize all of our deferred tax assets subject to the TRAs; therefore, we have not recorded a liability under the TRAs related to the tax savings we may realize from the utilization of NOL carryforwards and the amortization related to basis adjustments under Code Section 754 created by exchanges of LLC Units, including those exchanged in the secondary offering. If utilization of these deferred tax assets becomes more-likely-than-not in the future, at such time, we will record liabilities under the TRAs of up to an additional $171.1 million as a result of basis adjustments under Code Section 754 and up to an additional $120.1 million related to the tax attributes received in the pre-IPO organizational transactions, which will be recorded through charges to our consolidated statement of operations. Additionally, if these tax attributes are not utilized in future years, it is reasonably possible no amounts would be paid under the TRAs.

We may record additional liabilities under the TRAs when LLC Units are exchanged in the future and as our estimates of the future utilization of the tax attributes, NOLs and other tax benefits change. We expect to make payments under the TRAs, to the extent they are required, within 150 days after our federal income tax return is filed for each fiscal year. Interest on such payments will begin to accrue from the due date (without extensions) of such tax return at a rate equal to the one year LIBOR plus 100 basis points. Under the TRAs, to avoid interest charges, we have the right, but not the obligation, to make TRA payments in advance of the date the payments are otherwise due. We currently expect to begin making payments related to the existing liability under the TRAs in 2017. See Note 10 to our condensed consolidated financial statements for further discussion of this liability.

Because we are a holding company with no operations, we rely on Desert Newco to provide us with funds necessary to meet any financial obligations. If we do not have sufficient funds to pay TRA, tax or other liabilities or to fund our operations (as a result of Desert Newco’s inability to make distributions to us due to various limitations and restrictions or as a result of the acceleration of our obligations under the TRAs), we may have to borrow funds and thus our liquidity and financial condition could be materially and adversely affected. To the extent we are unable to make payments under the TRAs for any reason, such payments will be deferred and will accrue interest at a rate equal to one year LIBOR plus 500 basis points until paid (although a rate equal to one year LIBOR plus 100 basis points will apply if the inability to make payments under the TRAs is due to limitations imposed on us or any of our subsidiaries by a debt agreement in effect at the date of our IPO).

### Tax Distributions to Desert Newco's Owners

Tax distributions are required under the terms of Desert Newco's limited liability company agreement. Any required payments are calculated each quarter based on a number of variables, including Desert Newco's taxable income or loss, allocations of taxable income among Desert Newco's owners based on principles detailed within the Treasury Regulations, tax deductions for stock option exercises and vested RSUs and changing ownership percentages among Desert Newco's owners. In addition, under the tax rules, Desert Newco is required to allocate taxable income disproportionately to its unit holders. Because tax distributions are determined based on the holder of LLC Units who is allocated the largest amount of cumulative taxable income on a per unit basis, but are made pro rata based on ownership, Desert Newco is required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes Desert Newco would have otherwise paid.

As of December 31, 2015, our accrual for tax distributions related to estimated taxable income allocations to Desert Newco's owners for 2015, excluding us, was $5.3 million. In March 2016, following the finalization of 2015 taxable income allocated to each Desert Newco owner, we paid $4.6 million of such distributions based on ownership as of the payment date as follows: $1.8 million to YAM, $1.0 million to Silver Lake, $1.0 million to KKR, $0.5 million to TCV and $0.3 million to other Desert Newco owners. The remaining accrual was reversed to additional paid-in capital.

As of March 31, 2016, we had accrued $5.8 million, with an offsetting reduction in additional paid-in capital, for tax distributions related to estimated taxable income allocations to Desert Newco's owners for the first quarter of 2016, excluding us. In April 2016, we paid $2.3 million to YAM, $1.3 million to Silver Lake, $1.2 million to KKR, $0.7 million to TCV and $0.3 million to other Desert Newco owners.

An accrual for tax distributions was not required as of June 30, 2016. We may be required to make additional payments to Desert Newco’s owners related to taxable income allocations for the remainder of 2016. However, because the calculation of such payments is based on future taxable income and other variables, there is significant uncertainty as to whether or not such distributions will be required.

### Cash Flows

The following table summarizes our cash flows for the periods indicated:

|  | Six Months Ended June 30, 2016 | 2015 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $197.7 | $119.4 |
| Net cash used in investing activities | (73.0) | (55.0) |
| Net cash (used in) provided by financing activities | (0.6) | 86.0 |
| Net increase in cash and cash equivalents | $124.1 | $150.4 |

### Operating Activities

Our primary source of cash from operating activities has been cash collections from our customers. We expect cash inflows from operating activities to be primarily affected by increases in total bookings. Our primary uses of cash from operating activities have been for domain registration costs paid to registries, personnel costs, discretionary marketing and advertising costs, technology and development costs and interest payments. We expect cash outflows from operating activities to be affected by the timing of payments we make to registries and increases in personnel and other operating costs as we continue to grow our business and expand internationally.

Net cash provided by operating activities increased $78.3 million from $119.4 million during the six months ended June 30, 2015 to $197.7 million during the six months ended June 30, 2016, primarily due to a $65.1 million improvement in our operating income (loss) and a $12.1 million reduction in interest payments primarily resulting from the repayment of the senior note to YAM in April 2015.

### Investing Activities

Our investing activities primarily consist of strategic acquisitions and purchases of property and equipment related to growth in our data centers and to support the overall growth of our business and international expansion. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.

Net cash used in investing activities increased $18.0 million from $55.0 million during the six months ended June 30, 2015 to $73.0 million during the six months ended June 30, 2016, primarily due to a $10.6 million increase in business acquisitions and a $3.6 million increase in capital expenditures.

### Financing Activities

Excluding our IPO proceeds, our financing activities primarily consist of the repayment of principal on long-term debt, stock option activity and the payment of tax distributions to holders of LLC Units.

Net cash from financing activities decreased $86.6 million from $86.0 million provided by financing activities during the six months ended June 30, 2015 to $0.6 million used in financing activities the six months ended June 30, 2016. This was primarily due to the receipt of net IPO proceeds of $482.5 million in 2015 and $10.8 million of distributions paid to holders of LLC Units in 2016. These decreases were partially offset by the repayment of long-term debt of $375.0 million and the payment of debt extinguishment fees of $13.5 million in 2015 and a $22.4 million increase in proceeds received from stock option and warrant exercises.

### Deferred Revenue

Deferred revenue consists of our sales for products not yet recognized as revenue at the end of a period. Our deferred revenue as of June 30, 2016 was $1,545.0 million, and is expected to be recognized as revenue as follows:

|  | Remainder of 2016 | 2017 | 2018 | 2019 | 2020 | Thereafter | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Domains | $349.3 | $272.0 | $94.6 | $50.8 | $30.8 | $40.6 | $838.1 |
| Hosting and presence | 244.5 | 176.0 | 69.0 | 22.3 | 8.4 | 6.6 | 526.8 |
| Business applications | 88.9 | 59.6 | 18.7 | 7.0 | 3.3 | 2.6 | 180.1 |
|  | $682.7 | $507.6 | $182.3 | $80.1 | $42.5 | $49.8 | $1,545.0 |

### Off-Balance Sheet Arrangements

As of June 30, 2016 and December 31, 2015, we had no off-balance sheet arrangements that had, or which are reasonably likely to have, a material effect on our consolidated financial statements.

### Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, and in doing so, we have to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances, and we evaluate these estimates, assumptions and judgments on an ongoing basis. Different assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements, which, in turn, could change our results from those reported. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discuss in our 2015 Form 10-K. We review our critical accounting policies and estimates with the audit committee of our board of directors on an annual basis.

There have been no material changes in our critical accounting policies from those disclosed in our 2015 Form 10-K.

### Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 2 to our consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

## Market risk

As filed, 3,147 characters.

We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and variable interest rates.

### Foreign Currency Risk

A portion of our bookings, revenue and operating expenses is denominated in foreign currencies, which are subject to exchange rate fluctuations. Our most significant foreign currency exposures are the Euro, the British pound, the Indian rupee and the Canadian dollar. Our reported bookings, revenues and operating results may be impacted by fluctuations in foreign currency exchange rates. Fluctuations in foreign currency exchange rates may also cause us to recognize transaction gains and losses in our consolidated statement of operations; however, to date, such amounts have not been material. As our international operations grow, our exposure to fluctuations in currency rates may increase, which may increase the costs associated with our international expansion. During the three months ended June 30, 2016, our total bookings growth in constant currency would have been approximately 120 basis points higher and total revenue growth would have been approximately 200 basis points higher. Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange rate for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period.

We utilize foreign exchange forward contracts to manage the volatility of our bookings and revenue related to foreign currency transactions. These forward contracts reduce, but do not eliminate, the impact of adverse currency exchange rate fluctuations. We designate these forward contracts as cash flow hedges for accounting purposes. Changes in the intrinsic value of these hedges are recorded as a component of accumulated other comprehensive income. Gains and losses, once realized, are recorded as a component of accumulated other comprehensive income and are amortized to revenue over the same period in which the underlying hedged amounts are recognized. At June 30, 2016, the total notional amount of such contracts was $51.8 million, all having maturities of 12 months or less, and the realized and unrealized gain included in accumulated other comprehensive income totaled $3.1 million.

### Interest Rate Sensitivity

Interest rate risk reflects our exposure to movements in interest rates associated with our borrowings. Borrowings under the Credit Facility bear interest at a rate equal to, at our option, either (a) LIBOR (not less than 1.0% for the Term Loan only) plus 3.25% per annum or (b) 2.25% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0%. Borrowings under the Term Loan were $1,078.0 million as of June 30, 2016. The effect of a hypothetical 10% change in interest rates would not have had a material impact on our interest expense.

## Controls and procedures

As filed, 1,866 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our CEO and CFO concluded that, as of June 30, 2016, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended June 30, 2016 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

### Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

## Risk factors

As filed, 134 characters.

For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our 2015 Form 10-K.

Filed Aug 4, 2016.
Source: SEC EDGAR, the filing index for accession 0001609711-16-000172. Last ingested by Listed: Nov 6, 2026, 17:18 ET. No prices; not investment advice.